The Talent Oasis - Employer Terms of Service and Fee Schedule Agreement

###TERMS & CONDITIONS IB Oasis Corp. (“The Talent Oasis,” “we,” “us,” or “our”) invites you which term, as used herein, includes you personally and the company or organization (the “Employer”) on whose behalf we grant you access to use our Services (“Services”). Please read these Employer Terms of Service (“Terms of Service”) carefully. By utilizing our Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and to the collection and use of your information as set forth in our Privacy Policy. If you are accepting these Terms of Service on behalf of, or for the benefit of, your Employer, then you are agreeing to these Terms of Service on behalf of yourself and your Employer, and you represent and warrant that you are at least 18 years old or older and you have the authority to bind your Employer to the terms and conditions set forth in these Terms of Service. If you do not have such authority, or if you do not agree to any of the terms in these Terms of Service, then you are not permitted to use the Services and you should stop using the Services immediately. ####DESCRIPTION OF OUR SERVICES The Talent Oasis is a recruiting platform. Our Services allow you to connect with individuals seeking employment opportunities (each, a “Candidate”). We serve as intermediary between Candidates and Employers. The Talent Oasis is not involved in any contract of employment and is not bound by any contractual agreement arising between Candidates and Employers, whether or not The Talent Oasis receives some form of remuneration in connection with the transaction. Upon registering as an Employer, you will be assigned a Talent Oasis account manager who will be responsible for the day-to-day management of your Employer account (“Account Manager”). Employers will be able to view the candidates sent by your Account Manager. If you are interested in initiating contact with a particular Candidate, you will be able to initiate the contact by requesting an interview. Your interaction with a Candidate may result in an offer for employment. Candidates may, in their sole discretion, accept or reject an interview request and/or a job offer. ####RIGHTS TO THE SERVICES Subject to the terms and conditions of these Terms of Service, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable right to use the Services only and as permitted by the features of the Services. The Talent Oasis reserves all rights not expressly granted herein in the Services. ####CHANGES TO THE SERVICES We may, without prior notice, make changes, correction or improvements to the Services; stop providing the Services, to you or to users generally. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms of Service, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms of Service. ####FEES You agree to pay all applicable fees that are set forth in our Fees Schedule below. You also agree that any assignee, successor, licensee or sublicensee of your contractual obligations by virtue of a sale, exit or change of control transaction will also be obligated to pay any success fees for Candidates that you discover through your use of Services. ####REFUND OF FEES We will process all requests for refunds in accordance with our refund policy. ####NO WARRANTIES NONE OF THE TALENT OASIS, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ENDORSE ANY CANDIDATE, EMPLOYER, ANY CANDIDATE CONTENT OR ANY CONTENT MADE AVAILABLE BY ANY EMPLOYER THROUGH THE SERVICES. YOU ACKNOWLEDGE THAT THE SERVICES MERELY ASSIST EMPLOYERS IN IDENTIFYING CANDIDATES THAT THEY ARE LOOKING TO HIRE. NONE OF THE TALENT OASIS PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN CANDIDATES AND EMPLOYERS OR FOR ANY RESULTS CAUSED BY USING THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE. THE SERVICES AND ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE TALENT OASIS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, NONE OF THE TALENT OASIS PARTIES WARRANT THAT THE TALENT OASIS CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE (WALLSTREETOASIS.COM) OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE LAW IN CERTAIN JURISDICTIONS DOES NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF SERVICE GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY ACCORDING TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS OF SERVICE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. ####LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY OF THE TALENT OASIS PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUES, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, EVEN IF SUCH TALENT OASIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. UNDER NO CIRCUMSTANCES WILL THE TALENT OASIS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR EMPLOYER ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE TALENT OASIS PARTIES FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, EXCEED, THE TOTAL FEES RECEIVED BY THE TALENT OASIS FROM YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF WHICH SUCH CLAIM ARISES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF SERVICE GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY ACCORDING TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS OF SERVICE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM UNDER THESE TERMS OF SERVICE MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ARISES. ####INDEMNIFICATION 8.2 – The Talent Oasis will indemnify, defend and hold you, your affiliates, subsidiaries or any of your or their officers, directors, employees or agents (collectively, the “Employer Parties”) from and against any and all losses, liabilities, damages, demands, claims (including taxes), costs, payments and expenses (including any and all reasonable legal fees, reasonable costs of investigation, discovery, litigation and settlement, interest and any judgments, fines and penalties) as incurred, to the extent arising directly out of third-party claims to the extent arising out of your use of the Services consistent with this Agreement infringing or misappropriating any intellectual property rights of, including without limitation, any copyright, trademark, trade secret, patent, privacy or publicity rights except to the extent (a) any such claim arises from your gross negligence, willful misconduct, or fraud; or (b) you are subject to indemnification obligation hereunder. The foregoing indemnification obligations in this Section 8.2 do not apply with respect to portions or components of the Services (i) not supplied by The Talent Oasis, (ii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iii) where any of the Employer Parties continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (iv) where any of the Employer Parties use of the Service is not strictly in accordance with this Agreement. 8.3 - The party to be indemnified (“Indemnified Party”) will give the indemnifying party (“Indemnifying Party”) prompt notice of any claim described in Sections 8.1 or 8.2 (as applicable) (but the failure to give such notice will not relieve the Indemnifying Party of any of its obligations under Sections 8.1 or 8.2 (as applicable) except to the extent the Indemnifying Party is materially prejudiced thereby), will allow the Indemnifying Party control of the defense of any such claim made against it (so long as any settlement (a) does not, without the Indemnified Party’s prior written approval, (i) involve the admission of any wrongdoing by any of the Indemnified Parties, (ii) restrict any Indemnified Parties’ future actions, or (iii) require any Indemnified Party to take any action, including the payment of money, and (b) includes a full release of all of the Indemnified Parties), and will give the Indemnifying Party reasonable assistance, at the Indemnifying Party’s expense, requested by the Indemnifying Party in writing in connection therewith. Each applicable Indemnified Party will have the right to participate in the defense of any such claim at its own expense, and such participation by such Indemnified Party will not relieve the Indemnifying Party of its indemnification obligations under Sections 8.1 or 8.2 (as applicable). ####ACTIVE RECRUITING PROCESS You hereby agree that: For the purposes of these Terms of Service, "Active Recruiting Process" means a continuous direct, back and forth communication between an Employer and a Candidate in an active recruiting or hiring context where a decision to put a Candidate on hold or a decision to reject such Candidate has not been made. Should you already be engaged in an Active Recruiting Process with a Candidate in the previous ninety (90) days (from the date on which we send Employer the Candidate resume), no fee will be owed to us if Employer shares an e-mail with [email protected] showing the contact with that specific Candidate falls within the 90-day window (so it is an Active Recruiting Process). You will promptly inform us if your Job Offer is accepted by a Candidate and also provide us with the signed Job Offer or the details of the engagement including but not limited to the scope of the role, remuneration and other conditions of employment. You will promptly notify us if the Candidate’s employment does not commence or is terminated within ninety (90) days from the start date that you agree to with the Candidate. You will use any content including but not limited to, resume / CV and job preferences submitted by the Candidate (collectively, the “Candidate Content”) in accordance with Section 10 of these Terms of Service. You will not disclose the names and identities of any Candidates provided to you by your Account Manager outside of your recruiting or hiring department. You will take appropriate physical, technical and administrative measures to protect Candidate Content from loss, misuse, unauthorized access, disclosure, alteration or destruction. You will not attempt to circumvent our Services by independently attempting to communicate and hire any of the Candidates through alternative means after discovering such Candidates through our Services. ####10. DATA SECURITY OBLIGATIONS You will: maintain, monitor and enforce a comprehensive written data security program and only Process (as defined below) Candidate Content in compliance with these Terms of Service and all applicable laws, regulations, government standards, industry standards, and best practices pertaining to privacy, data Processing, data protection, data security, encryption, and confidentiality (collectively, “Applicable Processing Laws”). As used in these Terms of Service, “Process” means to obtain, have access to, organize, copy, alter, use, disclose, store, erase, destroy or any other form of processing. You will maintain, monitor and enforce a data loss prevention automated program designed to detect and block data transfers of Candidate Content, if such transfers do not comply with this these Terms of Service. You will use your data security program to maintain, monitor and enforce reasonable organizational, administrative, technical and physical safeguards to protect the security, integrity, confidentiality and availability of Candidate Content, including to protect against: (a) any and all anticipated threats or hazards, and (b) any and all accidental, unauthorized or unlawful Processing, loss, or other compromise of Candidate Content (each, a “Security Incident”). You will promptly remediate all Security Incidents. You agree to provide prompt notice to The Talent Oasis in the event of a Security Incident. You will provide The Talent Oasis with prompt written notice of any material modification to the process, method or means by which Candidate Content is processed (including any geographic change). Except as expressly permitted in these Terms of Service, you will not remove or transfer any of the Candidate Content outside of the Site and/or Services. ####11. COPYRIGHT COMPLAINTS The Talent Oasis respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) and any other like legislation for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows: IB Oasis Corp. 20705 Saint Charles Street Saratoga, CA 95070. If you believe that your work has been copied on the Site and/or the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (a) a description of the copyrighted work that has been infringed and the specific location on the Site (WallStreetOasis.com) and/or the Services where such work is located; (b) a description of the location of the original or an authorized copy of the copyrighted work; (c) your address, telephone number and e-mail address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. ####11. EMPLOYER CONFIDENTIALITY Unless given express written consent, The Talent Oasis agrees to keep Employer name confidential and will not use the Employer name on WallStreetOasis.com, any public channels or in private communications as a way to market these services. ####MISCELLANEOUS These Terms of Service will inure to the benefit of our successors, assigns, licensees, and sublicensees. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The Talent Oasis without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. You agree that we are not responsible to you for anything that we may otherwise be responsible for, that may be caused by reasons beyond our reasonable control including, but not limited to, acts of God, earthquakes, war, insurrection, riots, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, or failure or shortage of infrastructure. These Terms of Service will be governed by and construed in accordance with the copyright laws of the jurisdiction in which the Services are performed and the internal law of the State of California, without regard to the conflicts of law principles thereof, and any action brought in relation to this Agreement will be brought in a Federal or State court in California. Each party waives any right to trial by jury with respect to any dispute, suit, action or proceeding arising out of or relating to this Agreement or otherwise relating to the relationship of the parties, whether in contract, tort or otherwise. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and The Talent Oasis’ failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service, together with any amendments and any additional agreements you may enter into with The Talent Oasis in connection with the Service, shall constitute the entire agreement between you and The Talent Oasis concerning the Service. If any provision of these Terms of Service are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. Notwithstanding the foregoing or anything else in these Terms of Service, the terms of these Terms of Service that by their terms are perpetual or are otherwise intended to survive these Terms of Service will survive the termination or expiration of these Terms of Service. The section headings in these Terms of Service are provided merely for convenience and shall not be given any legal import. Please contact your Account Manager with any questions regarding these Terms of Service. ####FEES SCHEDULE This Fee Schedule Agreement (this “Agreement”) is made as of the _____ day of________, 2018 (the “Effective Date”) by and between IB Oasis Corp (“The Talent Oasis” or “Company”), a corporation located at 20705 Saint Charles Street, Saratoga, California, 95070 and EMPLOYER NAME (“Employer”) subscribing to the services of The Talent Oasis. The Talent Oasis and Employer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.” WHEREAS, the Employer would like to subscribe to the services of The Talent Oasis; NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth in this Agreement, and for other good, valuable, and legal consideration, the receipt and sufficiency of which are acknowledged, the Parties agree to the following Fee Schedule: This Fee Schedule is incorporated by reference and governed by the Employer Terms of Service. Once The Talent Oasis has accepted the registration of an Employer, the Employer will be able to interview and contact Candidates provided to them by their Account Manager. For the first Candidate identified through our Services (or any Candidate that has undergone a phone screen from our Services related to the Employer's open positions) who accepts a Job Offer from Employer within twelve (12) months of the date on which the Employer first viewed the Candidate from the Services, the Employer will be charged a placement fee ("Placement Fee"), which equals 12% of such Candidate's first-year base salary to be paid within fifteen (15) days of the Candidate's start date. For every Candidate after the first Candidate, identified through our Services (or any Candidate that has undergone a phone screen from our Services related to the Employer's open positions) who accepts a Job Offer from Employer within twelve (12) months of the date on which Employer first viewed the Candidate through the Services, the Employer will be charged a Placement Fee, which equals 15% of such Candidate's first-year base salary to be paid within fifteen (15) days of the Candidate's start date. Refund of the Placement Fee shall be granted in the event that: an Employer hires a Candidate and terminates the Candidate’s employment based on unsatisfactory performance within ninety (90) days of the Candidate’s start date; a Candidate voluntarily terminates his or her employment within ninety (90) days of its start date; or a Candidate does not start employment because either the Employer or the Candidate elects not to begin the employment relationship contemplated in the Job Offer. For internship positions, the employer will pay 1) $495/mo sourcing fee for as long as they would like sourcing services from The Talent Oasis OR 2) the Employer will be charged a placement fee (“Internship Placement Fee”), which equals $1,950 to be paid fifteen (15) days prior to the Internship Candidate’s start date. The Employer will indicate to The Talent Oasis what they prefer over e-mail communication before retaining services. Refund of the Internship Placement Fee shall only be granted in the event that the Candidate does not work for the Employer within 180 days of the agreed upon start date. If we determine that an Employer has bypassed our Site (WallStreetOasis.com) and/or Services after discovering a Candidate through our Site or Services (or any Candidate has bypassed our Services after a phone screen related to the Employer's open positions) and subsequently hired that Candidate within twelve (12) months of the date on which the Employer first viewed the Candidate from the Services, we will promptly notify such Employer of such circumvention and provide Employer with thirty (30) days to provide us with reasonable documentation identifying that such Employer was involved in an Active Recruiting Process with such Candidate prior to contacting such Candidate through our Site or Service. In the event the Employer is unable to provide us with such documentation, we will invoice Employer for, and the Employer will pay, a Placement Fee equal to 30% of the first year base salary of the prospective employee Candidate or first year contractor Candidate compensation, as applicable and The Talent Oasis, in its sole discretion, terminate the Employer’s account. The Talent Oasis reserves the right, in its sole discretion, to make changes to any of the Fees and/or begin charging additional fees at any time. After proper notice to Employer, the Candidates provided through our Site or Service after any changes to any of the Fees will be subject to those changes. We may use a third party payment vendor (“Third-Party Payment Vendor”) to process your payment of the fees described under this Fee Schedule (the “Fees”). Your obligation to pay any placement fees shall survive any termination of this Agreement. IN WITNESS THEREOF, the Parties have entered into this Terms of Service AND Fee Schedule as of the Effective Date.