TalentRooster
TERMS OF USE AND SUBSCRIPTION AGREEMENT PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY ENROLLING AS A MEMBER AND USING THIS WEBSITE, YOU, AS EMPLOYER, AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. TALENTROOSTER RESERVES THE RIGHT TO REVISE THIS AGREEMENT AT ANY TIME BY UPDATING THIS WEBSITE. IF YOU ACCESS THIS WEBSITE AT ANY TIME AFTER CHANGES ARE MADE TO THIS AGREEMENT, YOU AGREE TO BE BOUND TO THOSE CHANGES.
SeeTheCandidate.com, LLC, an Ohio limited liability company doing business as TalentRooster.com ("TalentRooster") owns and operates an internet-based employee candidate resume and video posting search tool located at www.talentrooster.com (the "Website"), pursuant to which it offers to employers, memberships allowing access to TalentRooster's members-only online database (the "Database"). The Database contains resumes and video interviews of employee candidates ("Candidates") showcasing their experience, skills and job qualifications (each a "Video Profile" and collectively the "Video Profiles"). The services provided by TalentRooster assist employers and Candidates in attempting to find suitable matches for employment and job opportunities. This Agreement provides the terms and conditions of such membership. This Agreement is made between TalentRooster and you, as the individual or entity (the "Employer") accessing the Website and the Database.

1. Ownership Notice:
All Website services and content are owned or authorized by TalentRooster. The text, web pages, graphics, images, logos, layouts, data, and other site content (the "Site Content") are the sole property of TalentRooster. Employer shall not copy or adapt the Site Content nor may Employer modify, reprint, republish, reproduce, distribute, or sell the Site Content without the express written consent of TalentRooster.

2. Access Authority and Conditions:
Subject to acceptance of and compliance with each of the terms of this Agreement and applicable law, TalentRooster agrees to permit Employer access to the Database via the Website for the purposes of viewing and downloading available Video Profiles solely for Employer's use in making hiring decisions with respect to Candidates. Continued access to the Database and use of the Video Profiles shall be in accordance with and subject to the following:

(a)
The Database is to be accessed and used solely by Employer subject to the terms and conditions of this Agreement. Upon proper registration for membership, Employer will be provided with a password that will permit Employer to access the Database. Employer may not provide its password or otherwise permit access to the Database to any third party. Employer is responsible for protecting and keeping its password confidential. Employer shall not distribute any information obtained from the Database to any third party. Employer is responsible for any damages that occur due to the use of Employer's account or Employer's loss of control over the account. If Employer's account security is compromised in any manner, Employer agrees to notify TalentRooster immediately.

(b)
Employer may not use the Database for any purposes other than as an employer seeking employees, including but not limited to using the information in the Database to sell or promote any products or services.

(c)
Employer may initiate contact with Candidates who have posted Video Profiles to the extent Employer is interested in the Candidates for purposes of hiring Candidates or considering Candidates for employment. Employer shall not spam, solicit, harass or otherwise communicate with Candidates in any manner.

(d)
TalentRooster may terminate, update, alter, or supplement all or any part of the Database and/or Employer's access thereto at any time. By permitting access to the Database, TalentRooster does not convey any interest in or to the Database or any other property or services of TalentRooster. All right, title and interest in and to the Website and the Database is and shall remain in TalentRooster.

(e)
Employer shall not use the Website or access the Database for anything illegal, misleading, inaccurate, untimely, demeaning, harassing, vulgar, tasteless, or unrelated to employment.

(f)
Employer shall use the tools provided on the Website for purposes of searching the Database. Employer shall not probe, attack, hack, decipher, copy the Website, or use any means to disrupt or harm the operations of the Website.

(g)
Employer agrees that Employer's access to the Database will be in compliance with any additional usage requirements provided by TalentRooster from time to time.

(h)
Employer covenants that it will not discriminate against any Candidate on the basis of gender, race, color, national origin, religious beliefs, age, marital status, disability, or sexual orientation.
Employer shall indemnify, defend and hold harmless TalentRooster, its affiliates, TalentRooster's partner agencies, and their respective officers, agents, directors, trustees, and employees, against and in respect of any loss, cost, damage, deficiency, expense (including reasonable attorneys' fees), and liability arising from or related to Employer's illegal discrimination or alleged illegal discrimination.

3. Candidate Placement Fee; Employment Notification:
By registering with TalentRooster, Employer agrees to pay TalentRooster the Candidate Placement Fee (plus any applicable taxes) in the event Employer employs a Candidate or engages a Candidate as an independent contractor. The "Candidate Placement Fee" shall be calculated in accordance with the following schedule:

Annual Gross Compensation	Candidate Placement Fee	Guarantee Period
$0 - $39,999	5% of Annual Gross Compensation	90 days
$40,000 - $49,999	10% of Annual Gross Compensation	90 days
$50,000+	15% of Annual Gross Compensation	90 days

Gross Annual Compensation shall include salary and any sign-on bonuses, fees, or similar compensation. Employer agrees to notify TalentRooster within five (5) days of a Candidate accepting any verbal or written offer of employment or engagement as an independent contractor (whether temporary or permanent), including the name, address, and contact information for such Candidate and the complete compensation package for such Candidate. The Candidate Placement Fee shall accrue on the date of hire and shall be due within fifteen (15) days of the date of hire. In the event Employer fails to pay the Candidate Placement Fee within the fifteen-day period, Employer authorizes TalentRooster to charge TalentRooster's reasonable estimate of the Candidate Placement Fee to the Employer's credit card submitted by Employer as part of the membership registration process. If Employer fails to notify TalentRooster of a Candidate's acceptance of an employment or independent contractor offer within the time and in the manner stated, the parties agree that such breach will cause damages to TalentRooster that are difficult to calculate (including without limitation administrative costs, investigative costs, and interest costs) and that Employer shall pay as liquated damages to TalentRooster an amount equal to 200% of the Candidate Placement Fee otherwise due for such Candidate, the parties agreeing that such amount is a reasonable estimate of such damages and shall not be construed as a penalty.

In the event the relationship of a Candidate with Employer is terminated within ninety (90) days of the hiring date, TalentRooster agrees to refund the Candidate Placement Fee or apply such amount towards payment of another Candidate Placement Fee for a different Candidate hired or engaged by Employer.

4. Disclaimer and Limitations:
TalentRooster acts as a passive conduit for the online distribution and publication of the Video Profiles. TalentRooster is not involved in the actual transaction between Employer and Candidates (except for the payment of the Candidate Placement Fee). While TalentRooster attempts to place only Video Profiles of bonafide Candidates in the Database, TalentRooster cannot control and shall have no liability for the quality, truthfulness, accuracy, safety, or legality of the information submitted by Candidates in their Video Profiles. Employer agrees to notify TalentRooster if it finds any content of a Video Profile and/or the Database to be inaccurate, false or offensive. TalentRooster has no control over the ability of a Candidate to fill any job opening.

TalentRooster makes no claims that the Website should be or can be accessed in any manner outside the United States of America or that the Website content is legal in all countries. If Employer accesses the Website outside the United States, Employer does so at its own risk and is responsible for compliance with the laws of that jurisdiction.

The Website may contain inaccuracies and errors and will experience downtime. Though some downtime may be the result of changes being made to the Website, there may be other failures. TalentRooster makes no representations about the Website's timeliness, accuracy, content, that the Website will run error free, or that the Website is virus free. Employer understands that if the use of the Website causes any form of loss or problem, hardware or otherwise, that TalentRooster is not responsible for any direct or indirect loss or costs.

5. Indemnification:
Employer agrees to indemnify, defend, and hold harmless TalentRooster, its affiliates, TalentRooster's partner agencies, and their respective officers, agents, directors, trustees, and employees from any acts, claims, liabilities, lawsuits, and other actions relating to or arising out of any act or omission of Employer, Employer's use of the Website and/or the Database, any breach of any representation, warranty, or covenant contained in this Agreement or any temporary or permanent contract or employment arising out of the transaction contemplated by this Agreement.

6. Amendments:
TalentRooster reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify the terms and conditions of this Agreement or provide additional usage requirements in its sole discretion at any time by posting a revised version hereof or by otherwise making such revised terms available for review by Employer. Any such modifications will supersede all prior versions after the revised version has been posted or otherwise made available as described above. Employer's continued use of the Website and Database after posting or availability constitutes Employer's agreement to the revision.

7. Governing Law; Jury Waiver:
This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, applicable to agreements made and fully to be performed in such state, without giving effect to conflicts of law principles. The parties to this Agreement hereby designate the state or federal courts of Franklin County, Ohio as the courts of proper jurisdiction and exclusive venue for any actions or proceedings relating to this Agreement or any document or instrument executed in connection herewith; hereby irrevocably consent to such designation, jurisdiction, and venue; and hereby waive any objections or defenses relating to jurisdiction or venue with respect to any action or proceeding initiated in such courts. The parties hereto, after consulting or having the opportunity to consult with legal counsel, knowingly, voluntarily and intentionally waive any right any such party may have to a trial by jury in any action or proceeding based upon or arising out of this Agreement or any document or instrument executed in connection herewith. No party hereto shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

8. Successors and Assigns: This Agreement shall be binding on, enforceable against, and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Employer may not assign its rights or delegate its obligations under this Agreement without the express written consent of TalentRooster and any attempt to do so shall be null and void. TalentRooster may assign its rights or delegate its obligations under this Agreement to any person or entity upon notice to Employer.

9. Entire Agreement:
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements between them with respect thereto.

10. NO WARRANTY:
TALENTROOSTER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATING TO EMPLOYER'S USE OF TALENTROOSTER'S SERVICES, THE WEBSITE, AND/OR THE DATABASE, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND; AND, IN ADDITION, ESPECIALLY MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OF SERVICES OR PRODUCTS, OR EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. EMPLOYER'S MEMBERSHIP AND USE OF THE WEBSITE AND DATABASE ARE PROVIDED "AS IS". TALENTROOSTER MAKES NO WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE VIDEO PROFILES CONTAINED IN THE DATABASE. TALENTROOSTER DOES NOT WARRANT THAT EMPLOYER'S USE OF THE WEBSITE AND/OR THE DATABASE WILL BE UNINTERRUPTED.

11. LIMITATION OF LIABILITY:
IN NO EVENT SHALL TALENTROOSTER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL, GENERAL OR SPECIAL, OR PUNITIVE, RESULTING DIRECTLY OR INDIRECTLY FROM EMPLOYER'S USE OF TALENTROOSTER'S SERVICES AND/OR THE WEBSITE AND/OR THE DATABASE. TALENTROOSTER'S LIABILITY, IN THE EVENT OF ANY LOSS OR DAMAGE, SHALL BE LIMITED TO FEES, IF ANY, PAID TO TALENTROOSTER BY EMPLOYER.

12. Fees:
Employer shall pay all costs and fees including attorneys' fees of TalentRooster incurred by enforcing all or any part of this Agreement, including but not limited to enforcing payment of any Candidate Placement Fee.