Flared Candidate Agreement

Flarehire Candidate Membership and Services Agreement

UPDATED JANUARY 5, 2023

By entering into this Agreement or using the Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Flarehire, Recruiters and/or Employers and, may include but are not limited to: operational communications concerning your User account or use of the Flarehire Platform, updates concerning new and existing features on the Flarehire Platform and news concerning Flarehire developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT "END" IN RESPONSE FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE FLAREHIRE PLATFORM. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM FLAREHIRE (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD "STOPALL" FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE FLAREHIRE PLATFORM.

“Your Information” is any information you provide, publish or post to or through the Flarehire Platform (including any profile information you provide) or send to Recruiters or Employers (including through in-application feedback, any email feature, or through any Flarehire-related Twitter, Facebook or other social media posting) (your "Information"). You consent to Flarehire using your Information to create a user account that will allow you to use the Flarehire Platform. Our collection and use of personal information in connection with the Flarehire Platform follows Flarehire's Privacy Policy located at https://flarehire.com/privacy/ . You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Flarehire to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Flarehire does not assert ownership over your Information. As between you and Flarehire, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information except as specifically provided herein. The Flarehire General Terms of Use also apply, and can be found at the following link (https://flarehire.com/terms/ ).

This Candidate Membership and Services Agreement (“Agreement”) governs the provision of Flarehire and/or Recruiter Services (defined below) to Candidates (like You), to and through Flarehire. These terms apply only to theprovisionof services to Candidates; if you arereceivingFlarehire Services as an Employer (defined below), You must agree toFlarehire’s Employer Membership and Service Agreement, which can be found here (https://flarehire.com/employer-terms/) and if You are a Recruiter, You must agree to Flarehire’s Recruiter Membership and Service Agreement, which can be found here (https://flarehire.com/recruiter-terms/ ).

TO BECOME A CANDIDATE MEMBER OF FLAREHIRE, YOU MUST REVIEW AND ACCEPT THE TERMS OF THIS AGREEMENT BY CLICKING “ACCEPT” BELOW AND REGISTERING FOR AN ACCOUNT OR USING ANY FLAREHIRE WEBSITE, APPLICATION, OR SERVICE OFFERING. ONCE ACCEPTED, THIS AGREEMENT BECOMES A BINDING LEGAL COMMITMENT BETWEEN YOU AND FLAREHIRE, INC. (“FLAREHIRE”, “WE”, “OUR” OR “US”). YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FLAREHIRE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF THE INDIVIDUAL OR LEGAL ENTITY YOU HAVE NAMED AS THE USER OR ACCOUNT HOLDER, AND TO BIND THAT INDIVIDUAL OR LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER OR ACCOUNT HOLDER WHEN YOU REGISTER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “ACCEPT” BELOW OR REGISTER FOR AN ACCOUNT OR USE ANY FLAREHIRE WEBSITE, APPLICATION, OR SERVICE OFFERING.

Modifications. Flarehire may modify this Agreement at any time, at our sole discretion. If we do so, we’ll let You know either by posting the modified Agreement on the Flarehire website available atFlarehire.com or through other communications. It’s important that You review the modified Agreement terms because if You continue to use the Services after we’ve let You know that the Agreement has been modified, You are indicating to us that You agree to be bound by the modified Agreement. If You don’t agree to be bound by the modified Agreement, 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.

1. DEFINITIONS. The following terms shall have the meanings set forth below. Capitalized terms not defined in this Section shall have the meanings assigned to them where used in this Agreement.

1.1 “Flarehire Services” means the products and services provided by Flarehire to its customers (who may include, without limitation, Employers, Recruiters, and Candidates), including, without limitation, access to the Platform.

1.2 “Candidates” means potential candidates for Open Positions.

1.3 “Employers” means individuals or legal entities who submit Open Positions to the Platform.

1.4 “Engagement” means the provision of Flarehire Services to a Candidate or for a particular Open Position.

1.5 “Open Position” means an open job position submitted to Flarehire by an Employer, including without limitation by posting on the Platform.

1.6 “Placement” means the employment or engagement by an Employer of a Candidate referred in connection with Recruiter Services.

1.7 “Placement Fee” means the compensation owed by an Employer in connection with a Placement.

1.8 “Platform” means Flarehire’s software/online platform and/or any Flarehire mobile application through which (i) Employers can submit Open Positions, (ii) Recruiters can view and select Open Positions for which they would like to perform Recruiter Services, and (iii) Candidates can post resumes, create a personal bio page, and search for jobs.

1.9 “Recruiter” means an individual or entity who joins Flarehire and provides Recruiter Services through the Flarehire Platform to Employers and/or Candidates pursuant to this Agreement.

1.10 “Recruiter Services” means the referral and recommendation of Candidates for Open Positions, and the performance of related services such as interview scheduling and offer negotiations, in each case provided by Recruiters that are independently contracted by Employers and Candidates through Flarehire.

1.11 “Your Information” means any information you provide, publish or post to or through the Flarehire Platform (including any profile information you provide) or send to Recruiters or other Candidates (including through in-application feedback, any email feature, or through any Flarehire-related Twitter, Facebook or other social media posting).


2. PLATFORM USE AND REGISTRATION.

2.1 Registration. In order to receive Flarehire Services and/or Recruiter Services hereunder, You must register for an account to use the Platform (“Account”) and choose a membership level from the various Flarehire Candidate Membership Options. In registering an Account and becoming a member, You agree to (a) provide true, accurate, current, and complete information, which may include, without limitation, Your name, Your email address, and any other information as may be requested by Flarehire (“Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Youagree not to provide any false or misleading information about Your identity or location, business, skills, or services (or that of any Candidates) and to correct any such information that is or becomes false or misleading. Youacknowledge and agree that Registration Data may be shared with other parties in connection with the Flarehire Services, and You hereby grant Flarehire a non-exclusive, worldwide, royalty free license to use, display, perform, transmit, and otherwise exploit Your Registration Data in connection with the Flarehire Services and Recruiter Services. You are responsible for all activities that occur under Your Account and may not share Account or password information with anyone. You agree to notify Flarehire immediately of any unauthorized use of Your password or any other breach of security. If You provide any information that is untrue, inaccurate, not current or incomplete, or Flarehire has reasonable grounds to suspect that any information You provide is untrue, inaccurate, not current or incomplete, Flarehire has the right to suspend or terminate Your Account and terminate this Agreement and/or Your receipt of Flarehire Services and Recruiter Services hereunder (including without limitation with respect to any in-progress searches and placements). You may not have more than one Account at any given time. You may not create an Account or otherwise access or use the Platform if You have been previously removed or terminated by Flarehire.Flarehire reserves the right to decline any registration or request for access or an Account for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

2.2 Account Verification.When You register for an Account and/or become a member, and from time to time thereafter, Your Account will be subject to verification, which may include, but is not limited to, validation against third-party databases or verification of one or more official government or legal documents that confirm Your identity, location, and ability to act on behalf of Your business. You authorize Flarehire, directly or through third parties, to make any inquiries necessary to validate Your identity, location, and ownership of Your email address or financial accounts, subject to applicable law. When requested, You must timely provide Flarehire with complete information about You and Your business, which includes, but is not limited to, providing official government or legal documents.

3. SERVICES.

3.1 Engagements.Subject to the terms and conditions of this Agreement, You may view Open Positions on the Platform and use the Platform to indicate the Open Positions for which you intend to receive Recruiter Services (and each such selection shall become the initiation of an Engagement). By initiating an Engagement, you represent, warrant, and covenant that unless and until otherwise directed by Flarehire in writing (email acceptable), you will use best efforts to (a) work in good faith with the engaged Recruiters and any interested Employers in connection with any applicable Engagement and (b) advise Flarehire and any engaged Recruiters if you have accepted employment other than through the Engagement or are no longer in need of the Recruiter Services. In addition to the terms set forth on the Platform and herein, each Engagement may be subject to additional terms mutually agreed to between You and Flarehire in writing (email acceptable).

3.2 Candidate Responsibilities.You, and not Flarehire, are ultimately responsible for evaluating and determining the suitability of any Open Position (and particular Employer). Without limiting the foregoing, You are solely responsible for (a) the accuracy and legality of any information you provide to Recruiters and Employers, and (b) all acts and omissions committed or agreed to by You. Flarehire is not responsible for any Employers, Recruiter Services, referrals, or Candidates, and Flarehire will not have any liability or obligations for any acts or omissions by Employers, Recruiters, or Candidates. You further hereby represent and warrant, on Your behalf, that (i) You have full right and power to enter into and perform this Agreement without the consent of any third party; (ii) You have an unqualified right to enter into all obligations and agreements made herein; (iii) You will comply with all laws and regulations applicable to Your obligations under this Agreement; (iv) You will refrain from any unethical conduct; (v) You will maintain high standards of professionalism; and (vi) You have obtained obtained all degrees, certifications, licenses and/or other items contained in your resume or otherwise represented by You.

3.3 Other Business Activities. Nothing in this Agreement is intended to prohibit or discourage You or Flarehire from engaging in other business activities or interacting with any other channels, provided You comply with the provisions set forth in this Agreement if applicable. Subject to the foregoing, You are free at all times to engage in such other business activities and services.

4. INTELLECTUAL PROPERTY.

4.1 Flarehire.As between You and Flarehire, Flarehire and its suppliers own all rights, title and interest in and to the Platform and Flarehire Services and all information and materials provided by or on behalf of Flarehire or any Employers or Recruiters to You hereunder in connection with the Platform or Flarehire Services (including, without limitation, all patents, trade secrets, trademarks, service marks, trade names, copyrights, inventions, ideas, know-how, techniques, and all other forms of intellectual property related to or contained in the Flarehire Platform, information and materials (collectively the “Flarehire IP”). Flarehire reserves all rights in the Flarehire IP not expressly granted herein.

4.2 Your Data. You own all rights, title and interest in, and You hereby grant Flarehire a fully paid, royalty-free, worldwide, sublicensable, transferable, non-exclusive right and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, any and all information, data, text, software, and/or other materials provided by or on Your behalf to Flarehire hereunder, including without limitation through the Platform or otherwise in connection with the Recruiter Services, including, without limitation (a) Registration Data, and (b) data and information about Candidates you submit (collectively, all of the foregoing,“Your Data”), in each case for the operation, maintenance, and improvement of Flarehire’s business and services, including without limitation the provision of Flarehire Services. You are solely responsible for Your Data, including the accuracy thereof, and for any legal action that may be instituted by third parties as a result of or in connection with Your Data. Furthermore, You acknowledge and agree that Flarehire may use Your Data provided through the Platform as set forth in our Privacy Policy at https://flarehire.com/privacy/ .

4.3 Work Product.Candidate hereby irrevocably assigns to Flarehire all right, title and interest worldwide in any work product that is solely or jointly conceived, made, reduced to practice, or learned by Candidate in the course of the relationship with Flarehire or with the use of Flarehire IP that relates to the Platform during the term of this Agreement (collectively, “Derivative Work Product”). If You have any right to the Work Product that cannot be assigned to Flarehire by You, You unconditionally and irrevocably grants to Flarehire during the term of such rights, an exclusive, even as to You, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. Work Product shall be Flarehire’s Confidential Information.

4.4 Feedback. You hereby grant to Flarehire a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner (a) any and all feedback, suggestions, or ideas related to Flarehire’s products, services, or business provided by You (collectively, “Feedback”) and to sublicense the foregoing rights, in connection with the operation, maintenance, and improvement of the Services and/or Flarehire’s business and (b) any feedback, suggestions, ideas, responses, comments, information, and data, including survey responses, provided by You or on Your behalf related to the Platform or any Recruiter Services or Open Positions (“Service Assessments”), and to sublicense the foregoing rights, in connection with the operation, maintenance, and improvement of Flarehire’s Services and/or business, provided that Flarehire shall not share any Service Assessments with any third parties in a manner that identifies You by name.

5. RESTRICTIONS. Youre present, warrant, and covenant that You will not, and shall not permit any third party, to (a) provide access to the Platform or Flarehire Services to third parties except as expressly authorized by Flarehire hereunder; (b) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform or Flarehire Services; (c) assign, sublicense, sell, resell, lease, rent, or otherwise transfer or convey, or pledge as security or otherwise encumber Flarehire’s rights under this Agreement; (d) harvest, collect, gather or assemble information or data from the Platform or regarding Flarehire’s customers or users without their consent; (f) use the Platform to solicit, advertise for, or contact in any form, any individuals or entities for any purpose not authorized by Flarehire; (e) use the Platform, Flarehire Services, Recruiter Services or any information or data received through or in connection with Your use of the foregoing that (i) may infringe or violate the intellectual property or other rights of any individual or entity, including, without limitation, the Flarehire IP or any rights of publicity or privacy; (ii) may violate applicable laws or governmental regulations; (iii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) impersonates any person or entity, including any employee or representative of Flarehire; (vi) interferes with or attempts to interfere with the proper functioning of the Platform or Flarehire Services or uses the Platform in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engages in, any potentially harmful acts that are directed against the Platform or Flarehire Services or Flarehire or its personnel; or (h) permits any third party to do any of the foregoing, directly or indirectly. Flarehire reserves the right to refer any matter to, and to cooperate with, any and all applicable legal authorities, if Flarehire believes that any criminal activity has occurred.

6. Flarehire is entitled, except to the extent prohibited by applicable law, to disclose any information or materials in Flarehire’s possession related to this Agreement or You, including without limitation all Registration Data or Your Data to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement; (c) respond to any claims that Your content, acts, or omissions violates the rights of third parties; (d) respond to requests for customer service; or (e) protect the rights, property or personal safety of Flarehire, its customers, users, or the public, and all enforcement or other government officials, as Flarehire in its sole discretion believes to be necessary or appropriate. 7. PAYMENT.

7.1 Payment to Flarehire.You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable and in accordance with the terms as set forth on the Platform, the Flarehire website. and/or otherwise agreed to between You and Flarehire in writing (email acceptable).You may be required to provide Flarehire with a valid credit card (Visa, MasterCard, or any other issuer accepted by Flarehire) or bank account information for ACH transfers as a condition to signing up for certain services under the Platform.Your payment provider agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities.By providing Flarehire with your credit card number, you agree that Flarehire is authorized to immediately invoice your Account for all fees and charges due and payable to Flarehire hereunder and that no additional notice or consent is required. You agree to immediately notify Flarehire of any change in your billing address or the credit card used for payment hereunder. Flarehire reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Platform, the Flarehire website or by e-mail delivery to you.

8.2 Placement Fees.Subject to the terms and conditions of this Agreement and the terms agreed upon between Flarehire and You for the applicable Engagement, in the event Your Engagement directly results in a successful Placement, You will be required to pay the Placement Fee and any other applicable fees in accordance with the amounts and terms presented by Flarehire to You for the Engagement.

8.3 Expenses.You are solely responsible for all costs incurred by You in connection with Your use of the Platform and receipt of Flarehire Services and Recruiter Services, as well as in connection with Your determining, collecting, reporting and paying all applicable state and federal sales, income and other taxes. Flarehire shall not be responsible for any expenses incurred by You in connection with any of your performance hereunder. If a Recruiter or Employer agrees to reimburse You for expenses incurred in connection with an Engagement, such reimbursement will be handled directly between Recruiter or Employer and You in accordance with the terms agreed to between you and such Recruiter or Employer.

8.4 Additional Payment Terms.Flarehire may ask You to supply additional information relevant to Your fees to Stripe or such other payment processor that may be used by Flarehire, 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.

8.5 Automatic Renewal. If you have a subscription for any Flarehire Services, your subscription will continue indefinitely until terminated in accordance with the Agreement.After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Flarehire’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Flarehire that your subscription will be automatically renewed, you will have thirty (30) days from the date of the Flarehire notice), by logging into your Account and cancelling the subscription.If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Flarehire at the applicable contact referenced at Flarehire.com or log in to your Account and change/cancel the subscription.If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires.However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.By subscribing, you authorize Flarehire to charge your payment provider now, and again at the beginning of any subsequent subscription period.Upon renewal of your subscription, if Flarehire does not receive payment from your payment provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Flarehire may either terminate or suspend your subscription and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

9. TAXES.If Flarehire determines it has a legal obligation to collect Tax from You in connection with this Agreement, Flarehire shall collect such Tax in addition to the amounts required under this Agreement. If any of the Flarehire Services or Recruiter Services, or payments made by You under the Agreement are subject to Tax in any jurisdiction, You will be responsible for the payment of such Tax.

10. INDEPENDENT CONTRACTOR RELATIONSHIP.

10.1 Independent Contractor; Worker Classification. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Flarehire and You or any of Your Personnel. You are not the agent of Flarehire and are not authorized, and must not represent to any third party that You are authorized, to make any commitment or otherwise act on behalf of Flarehire. Without limiting the generality of the foregoing:

(a) Benefits and Contributions. Neither You nor any of Your Personnel are entitled to or eligible for any benefits that Flarehire may make available to its employees, such as group insurance, profit-sharing, or retirement benefits. Because You are an independent contractor, Flarehire will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of You or any of Your Personnel.

(b) Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of fees to You under this Agreement, and You agree to do so in a timely manner. If applicable, Flarehire will report the fees paid to You under this Agreement by filing Form 1099-MISC with the Internal Revenue Service as required by law.

10.2 FLAREHIRE IS NOT A PARTY TO ANY RELATIONSHIP AMONG RECRUITERS, EMPLOYERS AND CANDIDATES, AND FLAREHIRE 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.

11. CONFIDENTIAL INFORMATION. You agree that during the term of this Agreement and thereafter, except as expressly authorized in writing by Flarehire, you (a) will not use or permit the use of Confidential Information (defined below) in any manner or for any purpose not expressly set forth in this Agreement; and (b) will not disclose or publish, or permit others to disclose or publish any such Confidential Information to any third party without first obtaining Flarehire’s express written consent on a case-by-case basis;“Confidential Information”includes, but is not limited to, all information related to Flarehire’s Platform and business and its actual or anticipated research and development, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Flarehire’s employees, contractors, and any other service providers of Flarehire; (iv) the existence of any business discussions, negotiations, or agreements between Flarehire and any third party; and (v) all such information related to any third party that is disclosed to Flarehire or to You during the course of Flarehire’s business (including without limitation by or on behalf of Employers) (“Third Party Information”). Notwithstanding the foregoing, it is understood that You are free to use information which is generally known, information which is not gained as a result of a breach of this Agreement, and Your’s own skill, knowledge, know-how, and experience.

12. NON-CIRCUMVENTION.

12.1 Restriction. Unless otherwise agreed in writing between You and Flarehire, for the term of this Agreement and the Wind Down Period (defined below) (the “Non-Circumvention Period”), You shall not, attempt to circumvent your obligations to Flarehire by working with or attempting to work with any Recruiter or Employer You were introduced to through Flarehire, the Platform, the Flarehire Services, or Recruiter Services (the “Flarehire Relationship”) without Flarehire’s prior written consent. For the avoidance of doubt, if You were not initially introduced to another party by Flarehire, e.g. if You and an Employer or Recruiter were in direct contact with each other before being introduced or matched through the Platform, Flarehire Services, or Recruiter Services, then the Non-Circumvention Period does not apply with respect to You and such Employer or Recruiter. Without limiting the generality of the foregoing, You agree not to (a) solicit or submit proposals to parties identified through the Platform or Flarehire to contract, hire, work with, or pay outside the Recruiter Services, Platform, or Flarehire; (b) accept proposals or solicit parties identified through the Platform or Flarehire to contract, invoice, or receive payment outside the Recruiter Services or Flarehire; or (c) refer any party identified on the Platform or through Flarehire to a third-party for any purpose related to or competitive with the Flarehire Services. You shall notify Flarehire immediately upon becoming aware of a breach or potential breach of this non-circumvention provision.

12.2 Connection Fee.The non-circumvention obligation in this Section 13 will not apply to You with respect to a Flarehire Relationship only if the applicable Employer, Candidate or You pays Flarehire a fee for such relationship (the “Connection Fee”), including if You want to commence or continue working with any other Employer or Candidate who represents a Flarehire Relationship during the Non-Circumvention Period. The Connection Fee is computed as follows: the greater of (a) one hundred thousand dollars ($100,000); or (b) the amount that is equal to 3 times (3x) the anticipated compensation paid to You,plus(c) ten percent (10%) of any one-time signing bonus or similar additional compensation.

13. TERMINATION.

13.1 Term.The Agreement commences on the date You accept the terms and remain in full force and effect until terminated by either party in accordance with this Agreement.

13.2 Termination for Breach.Either party may terminate this Agreement upon written notice to the other party if the other party breaches this Agreement and does not cure such breach within fifteen (15) days of receiving notice thereof. Furthermore, without limiting Flarehire’s other rights or remedies, Flarehire may, but is not obligated to, temporarily or indefinitely revoke access to the Platform or Your Account, or Your ability to receive Flarehire Services, if Flarehire suspects or becomes aware that You have provided false or misleading information to us or if Flarehire believes, in Flarehire’s sole discretion, that Your actions may cause legal liability for Flarehire or may involve illicit or illegal activity. If Your Account is temporarily or permanently closed, You may not use the Platform, register to provide services to or on behalf of Flarehire, whether under the same Account or a different Account, or reregister under a new Account, without Flarehire’s prior written consent.

13.3 Termination for Convenience.Either party may terminate this Agreement for its convenience at any time for any reason or no reason at all by providing the other party with at least thirty (30) days prior written notice, provided that Your right to terminate for convenience is subject to the Automatic Renewal terms in Section 8.5.

13.4 Effect of Termination.Upon any termination or expiration of this Agreement, You agree (a) You will no longer have access to your membership to the Flarehire Platform or to Flarehire Services or Recruiter Services hereunder; (b) You will continue to be liable for the payment of all amounts to Flarehire that were agreed to prior to the date of termination or expiration, and (c) you will not be entitled to a refund of any amount paid by you prior to the date of termination or expiration. Any provisions that by their nature would be expected to survive any termination or expiration of this Agreement will survive such termination or expiration.

13.5 Notification.If Flarehire decides to suspend or terminate this Agreement and Your provision of services hereunder, Flarehire has the right, where allowed by law, but not the obligation to (a) notify Employers with whom there are open Engagements to inform them of Your termination or suspension, and (b) provide those Employers with a summary of the reasons for Your termination or suspension. You agree that Flarehire will have no liability arising from or relating to any notice that it may provide in accordance with this Section 13.5.

13.6 Return of Flarehire Property.Upon termination of the Agreement or upon Flarehire’s request at any other time, You will deliver to Flarehire all of Flarehire’s property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Work Product or Confidential Information of Flarehire and certify to Flarehire in writing that You have fully complied with this obligation You further agrees that any property situated on Flarehire’s premises and owned by Flarehire is subject to inspection by Flarehire personnel at any time with or without notice.

14. INDEMNIFICATION.Youagree to defend, indemnify and hold Flarehire, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a“Flarehire Party”and collectively, the“Flarehire Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Data; (b) Your receipt of Flarehire Services or Recruiter Services; (c) any agreements or arrangements agreed to between You and any Employer or Recruiter; (d) Your violation of the Agreement or of any rights of another party; or (e) Your violation of any applicable laws, rules or regulations; Flarehire reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Flarehire in asserting any available defenses.For purposes of this Section 14, You includes any of Your agents or any person who has apparent authority to access or use Your Account.

15. DISCLAIMER OF WARRANTIES.

15.1 AS IS.YOUR RECEIPT OF THE FLAREHIRE SERVICES OR RECRUITER SERVICES AND PARTICIPATION IN ANY TRANSACTIONS OR ARRANGEMENTS MADE IN CONNECTION THEREWITH ARE AT YOUR SOLE RISK. THE FLAREHIRE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. FLAREHIRE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE FLAREHIRE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE RECRUITER SERVICES OR ANY TRANSACTIONS MADE IN CONNECTION THEREWITH WILL MEET YOUR REQUIREMENTS.

15.2 THIRD PARTIES.YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH EMPLOYERS OR RECRUITERS, PARTICULARLY IF YOU MEET ANY EMPLOYER OR RECRUITER OFFLINE OR IN PERSON. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH EMPLOYERS AND RECRUITERS IN CONNECTION WITH THE RECRUITER SERVICES OR OTHERWISE. YOU UNDERSTAND THAT FLAREHIRE IS UNDER NO OBLIGATION TO SCREEN EMPLOYERS, RECRUITERS, OR CANDIDATES. YOU ARE SOLELY RESPONSIBLE FOR, AND WILL EXERCISE CAUTION, DISCRETION, COMMON SENSE AND JUDGMENT IN USING THE SERVICES AND DISCLOSING PERSONAL INFORMATION. YOUR RECEIPT OF RECRUITER SERVICES IS AT YOUR SOLE RISK AND DISCRETION AND FLAREHIRE HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU OR ANY THIRD PARTY RELATING THERETO. YOU ACKNOWLEDGE AND AGREE THAT FLAREHIRE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD FLAREHIRE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PARTIES WHOM YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE PLATFORM, RECEIPT OF THE FLAREHIRE SERVICES OR RECRUITER SERVICES. NEITHER FLAREHIRE NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT OF ANY RECRUITER, EMPLOYER, OR CANDIDATE. FLAREHIRE DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY RECRUITER’S, EMPLOYER’S OR CANDIDATE’S PROFESSIONAL ACCREDITATION, REGISTRATION, OR LICENSE. YOU ACKNOWLEDGE AND AGREE THAT FLAREHIRE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALIFICATIONS OF ANY EMPLOYER, RECRUITER, OR CANDIDATE. IN ADDITION, WE DO NOT GUARANTEE THAT BY USING THE SERVICES, YOU WILL SUCCESSFULLY OBTAIN EMPLOYMENT.

16. LIMITATION OF LIABILITY.TO THE FULLEST EXTENT PROVIDED BY LAW, EXCEPT FOR BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL ANY OF THE FLAREHIRE PARTIES BE LIABLE FOR (a) ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT FLAREHIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER PARTIES, ON ANY THEORY OF LIABILITY OR (b) TOTAL, CUMULTIVE LIABILITY GREATER THAN THE SUM OF THE TOTAL AMOUNT PAID AND PAYABLE TO FLAREHIRE BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FLAREHIRE AND YOU.

17. RELEASE.Flarehire expressly disclaims any liability that may arise between parties involved in the receipt of the Flarehire or Recruiter Services. You release Flarehire, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners and licensors (collectively, the“Flarehire Parties”) from 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 disputes. You hereby waive California Civil Code Section 1542, or any similar law of any other jurisdiction which states in substance, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

18. GENERAL PROVISIONS.

18.1. Governing Law; Arbitration. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Texas, without giving effect to any conflicts of laws principles that require the application of the law of a different state. In the event a dispute arises between the parties hereto arising out of or in connection with or with respect to this Agreement or any breach thereof, such dispute shall be determined and settled by arbitration in Austin, Texas, in accordance with the rules of the American Arbitration Association (“AAA”). The award rendered thereon by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.

18.2 Severability.If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

18.3 No Assignment.This Agreement, and Your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without Flarehire’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

18.4 Notices.Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

18.5 Injunctive Relief.You acknowledge that, because its services are personal and unique and because You will have access to Confidential Information of Flarehire, any breach of this Agreement by You would cause irreparable injury to Flarehire for which monetary damages would not be an adequate remedy and, therefore, will entitle Flarehire to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

18.6 Waiver.Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

18.7 Export. You agree not to export, directly or indirectly, any U.S. technical data acquired from Flarehire or any products utilizing such data, to countries outside the United States, because such export could be in violation of the United States export laws or regulations.

18.8 Legal Fees.The prevailing party in any litigation between the parties relating to this Agreement will be entitled to recover such party’s reasonable attorneys’ fees and court costs, in addition to any other relief that such party may be awarded.

18.9 Time is of the Essence.Time is of the essence in the performance of Your obligations under this Agreement.

18.10 Entire Agreement.This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by You and Flarehire. Unless otherwise expressly agreed in writing, the terms of this Agreement will govern all use of and access to the Platform and the relationship between You for Flarehire. In the event of any conflict between this Agreement and a separate written agreement between You and Flarehire, the terms of the separate written agreement shall govern, but only with respect to the particular subject matter set forth therein.

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