enetRecruiter Terms of Use

These enetRecruiter terms of use (the "Agreement") are agreed upon by and between the company or individual using this website and/or completing this online registration process ("User") and enetRecruiter, LLC, a California limited liability company with its principal place of business at 2033 Gateway Place, 5th Floor, San Jose, CA 95110, U.S.A. ("enetRecruiter") for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Capitalized terms are defined throughout the Agreement and in Section 11. By using the Site and/or checking the box below the Agreement and clicking "Submit," the User represents and warrants that the User has read and understood and agrees to be bound by the Agreement, including the Policies, which are hereby incorporated by reference.

1. THE ENETRECRUITER WEBSITE; FEES.

1.1 Service Provided.  Subject to the terms of the Agreement, enetRecruiter may, at its sole discretion, provide the User with access to the enetRecruiter.com website and any other websites operated by enetRecruiter (collectively, the " Site") and the services offered by enetRecruiter through the Site ("enetRecruiter Services"), as they may be made available from time to time.

1.2 Purpose of the Site.  The Site is intended as an online platform that brings together employers and recruiters in order to: (a) enable employers to compile a list of candidates to consider for a particular job opening; (b) provide recruiters with access to job openings and job candidates, and the ability to earn service fees while working from anywhere and on their own schedule; (c) give job seekers access to recruiters and job openings in their desired industry or job search area, and to online consultations and career training programs hosted by expert advisors; (d) enable expert advisors to share their knowledge and wisdom with job candidates, employers and recruiters, and to promote their fee-based services to Users on the Site.  enetRecruiter's main role is to develop effective sales and marketing programs to attract (and retain) the best employers in the high-tech industries to visit the Site and utilize the services offered by recruiter members – effectively connecting the global demand and supply of human capital in the high-tech industries.  Additionally, enetRecruiter will provide resources, tools and services to support this effort and allow Site users to achieve their desired recruiting or job search results.

1.3 Recruiting Agreements.  When a user of the Site who is using the Site as an employer (each such user, an " Employer") posts an open position for full or part time employment or for work to be performed on an independent contractor basis (each such position, a " Job" and each such posting, a " Job Posting") on the Site, such Employer extends an offer to all users who are using the Site as recruiters (each, a " Recruiter") to enter into an agreement (a " Recruiting Agreement") pursuant to which the Recruiter may supply the Employer with one or more profiles (each, a "Candidate Profile") of job candidates (each, a "Candidate") in exchange for the Employer's payment of a flat placement fee in the event the Employer hires one of the Candidates introduced by the Recruiter.  When a Recruiter submits a Candidate Profile to an Employer in response to a Job Posting, the Recruiter thereby accepts that Employer's offer to enter into a Recruiting Agreement and a binding contract is thereby formed between the Employer and the Recruiter as set forth in Section 2.  enetRecruiter will not be a party to any Recruiting Agreement except to the extent enetRecruiter is acting as an Employer or Recruiter, but enetRecruiter is an intended third-party beneficiary of all Recruiting Agreements and may take such legal actions against the User based on any Recruiting Agreement as enetRecruiter, at its sole discretion, deems necessary to protect its interests.

1.4 Representation of Candidates by Recruiters.  When a user of the Site who is using the Site as a Candidate posts its resume on the Site, such Candidate thereby invites Recruiters to approach the Candidate with offers to include the Candidate's name and resume in Candidate Profiles the Recruiter sends to Employers in response to Job Postings, and/or to compile and provide to the Candidate Job Postings that, in the Recruiter's reasonable judgment, match the Candidate's qualifications (each such offer, an "Invite").  When a Recruiter sends an Invite to a Candidate, the Candidate will be prompted to accept or decline such Invite and, if accepting the Invite, to certify that: (i) the Candidate has not taken any steps towards applying or interviewing for the Job Posting, if any, about which the Recruiter has contacted the Candidate; (ii) the Candidate will not apply for, interview for, or otherwise pursue any Job Posting forwarded to the Candidate by the Recruiter directly with the Employer in question, through a different recruiter, or in any other manner except through such Recruiter and through the Site; and (iii) the Candidate will notify the Recruiter and enetRecruiter promptly, but in no event more than thirty (30) days after any acceptance of a Job offer by the Candidate, or conclusion of an employment or independent contractor agreement between the Candidate and the Employer, that is a result of a Candidate Profile submitted by the Recruiter and occurs within twelve (12) months of such submission, whether or not such offer, acceptance or agreement is made in writing (such event, a "Successful Placement").  The Candidate does not owe the Recruiter any compensation for services rendered or reimbursement for expenses incurred.  A Candidate may also approach a Recruiter on the Site, upon which the Recruiter may, at its sole discretion, extend Invites to the Candidate as described in this Section 1.4.

1.5 No Agreements Outside the Site.  The User shall not enter into any Recruiting Agreements or any other agreements with the same or a similar subject matter or otherwise pertaining to Job Postings on the Site, with any other user of the Site, or agree on any terms thereof, outside the Site, and any attempt to do so constitutes a material breach of the Agreement and is null and void. 

1.6 Membership Registration.  The User must register in order to access certain sections of or offerings from the Site.  The User may register for the Site either as an Employer, Recruiter, expert advisor ("Advisor") or Candidate by selecting the appropriate option during the online registration process.  The User agrees to provide enetRecruiter with accurate and complete registration information. The User is responsible for preventing unauthorized use of the Site under the User's registration information and is prohibited from sharing its username and password for the Site.  The User must maintain its information current and updated, as set forth in enetRecruiter's Privacy Policy.

1.7 Membership Qualifications.  User agrees to complete any required tax forms or other documentation and, if registering as a business entity, provide enetRecruiter with proof of its legal entity status (including, but not limited to, business license certificates and federal tax identification documents) at enetRecruiter's request.  Recruiters must undergo a pre-qualification process which includes a background and prior employment check before they may submit Candidate Profiles.  The background check is conducted by a third party.  Recruiters must have a minimum of two (2) years of relevant recruitment experience and pass the background check before their user registration will be completed.  enetRecruiter may also, at its sole discretion and at any time, require Recruiters to furnish proof of adequate business insurance coverage, including, but not limited to, errors & omissions coverage, and may decline user registration or terminate the Agreement if such proof is not furnished to enetRecruiter's satisfaction.

1.8 Membership Fees and Payments.  The User agrees to pay enetRecruiter certain one-time, recurring, and/or per-placement fees (collectively, " enetRecruiter Fees"), as set forth in enetRecruiter's Billing and Payments Policy.  enetRecruiter Fees are non-refundable except as otherwise provided herein. The User hereby authorizes enetRecruiter to run credit card authorizations on all credit cards provided by the User, to store credit card details as the User's method of payment for enetRecruiter Fees and, if applicable, Employer Payments (as defined in Section 2.5(a)), and to charge the User's credit card (or any other form of payment authorized by enetRecruiter or mutually agreed to between User and enetRecruiter) in accordance with the Billing and Payments Policy.   The User represents and warrants that: (i) any payment information supplied by the User is true and complete; (ii) charges incurred by the User will be honored by the User's credit card company; (iii) the User will pay the charges incurred at the posted prices, including any applicable taxes; (iv) the User will make all payments in a timely manner; (v) the User will pay any additional fee(s) charged by enetRecruiter to process or collect any overdue or unpaid payments, pursuant to enetRecruiter's Billing and Payments Policy. enetRecruiter reserves the right to place the User's account in an inactive status (not accessible by the User) or terminate the User's account if the User does not make payments when they are due.

1.9 Advisor Programs.  Subject to the terms of the Agreement, including, but not limited to, Sections 5, enetRecruiter may provide Advisors, at its discretion, with opportunities (a) to offer 1-on-1 consultations, group consultations, career training programs, and other information and services on the Site at no charge to Site users, and (b) to use the Site to promote fee-based information and services offered by such Advisor outside the Site.

1.10 Limitations on enetRecruiter's Role.  The User expressly acknowledges, agrees and understands that: (i) the Site is purely a venue where Employers, Recruiters, Advisors and Candidates may interact and enter into Recruiting Agreements with each other; (ii) except as otherwise provided herein, enetRecruiter is not a party to any Recruiting Agreement, employment agreement, or other agreement entered into as a result of or otherwise in connection with the User's activities on the Site; (iii) enetRecruiter shall not have any liability or obligations under or related to Recruiting Agreements, employment agreements, or other agreements between, or acts or omissions by, users of the Site, except for enetRecruiter's role in processing payments described in Section 3; (iv) enetRecruiter has no control over, or liability for, Recruiters or Advisors, or over the services promised or rendered by Recruiters or Advisors; and (v) enetRecruiter makes no representations as to the reliability, capability, or qualifications of any Recruiter, Advisor or Candidate, or the quality, security or legality of the services provided or business conducted by any Recruiter, Advisor, or Employer.

2. TERMS OF RECRUITING AGREEMENTS.

The User agrees that all Recruiting Agreements the User enters into with any Employer or Recruiter, as the case may be, will be subject to the following terms:

2.1 Job Postings.  The Employer may from time to time, at its discretion, place Job Postings on the Site.  The Employer may, but is not required to, specify an expiration date for each Job Posting, and may withdraw any Job Posting at any time without prior notice.  The time period between the placement of a Job Posting and the earlier of its expiration or withdrawal is hereinafter referred to as the "Validity Period" of that Job Posting.

2.2 Scope of Recruiter Services.  The Recruiter may, at its discretion, locate Candidates for selection by the Employer to work for the Employer as an employee or independent contractor.  The Recruiter and the Employer agree that any Candidates selected will be the Employer's employees or independent contractors and the Recruiter is responsible for recruitment only.  Employer will be solely responsible for the proper classification of Candidates as employees or independent contractors in accordance with applicable law.  The Employer will be responsible for paying all wages or fees, all taxes, and all other expenses associated with the relationship between the Employer and the Candidate, including but not limited to, federal income tax withholding, FICA, unemployment compensation taxes, industrial insurance premium, filing and legal fees associated with immigration-related applications or petitions, and any other benefits which accrue to the Employer's employees or independent contractors.  Recruiters may, but are not required to, provide background checks on their Candidates.  The Employer is solely responsible for conducting its own background check and evaluating the results before extending a Job offer to a Candidate.

2.3 Submission of Candidate Profiles; Assignment and Replacement of Candidates.

(a) Candidate Profiles.  The Recruiter may, at its discretion, submit one or more Candidate Profiles to the Employer during the Validity Period of the Job Posting.  Each Candidate Profile is to include names and resume information of Candidates who, in the reasonable judgment of the Recruiter, appear to meet the requirements specified in the Job Posting.
(b) Interviews and Review of Qualifications.  The Employer may, at its discretion, contact the Recruiter to arrange for one or more of the Candidates presented by the Recruiter to meet with designated representatives of Employer for an interview, which may include, among other things, a review of the Candidate's qualifications and a discussion of the scope of the projected employment.  The Employer shall be solely responsible for determining the suitability and qualifications of Candidates presented by the Recruiter.
(c) Successful Placements; No Direct Hiring.  Should the Employer, at its discretion, decide to hire a Candidate introduced by the Recruiter, the Employer shall notify the Recruiter and enetRecruiter promptly, but in no event more than three (3) business days after any Successful Placement.  Employer shall not take any steps to hire a Candidate introduced by the Recruiter directly, through a different recruiter, or in any other manner except through such Recruiter and through the Site.
(d) Dismissals.  Dismissal of personnel and any legal obligations or liabilities in any way relating thereto or resulting therefrom shall be the responsibility of the Employer, and the Employer agrees to indemnify and defend the Recruiter and enetRecruiter and their respective affiliates, related bodies corporate, officers, directors, employees, agents, and service providers (each, a "Related Party") against and hold them harmless from all damages, liabilities, and losses awarded or agreed to in the settlement of any third party claims or actions arising out of or in connection with any such dismissal.

2.4 Direction and Supervision; Liability for Personnel.

(a) Direction and Supervision.  The Employer shall be solely responsible for assignment of all tasks to be performed by its personnel, for providing necessary guidance in the performance of their work and shall be responsible for checking, approving and certifying work products.
(b) Work Place.  The Employer shall provide its personnel with a safe and appropriate work place and shall comply with all applicable laws, ordinances, regulations, orders of governmental bodies or agencies, or contractual covenants between the Employer and third parties which regulate the Employer's discharge of this duty.
(c) Liability for Personnel.  The Recruiter and the Employer agree that the Recruiter is not a consultant and does not warrant the suitability, qualifications, or performance of any Candidates hired by the Employer.  The Recruiter's role is recruiting only.  The Recruiter is not required to provide any insurance coverage for Candidates introduced to the Employer.  If the Employer's business is such that such insurance is required or desired, it shall be the Employer's responsibility to procure and pay for the same.  The Employer agrees to waive any claims it may have against the Recruiter which result from the services performed by Candidates introduced by the Recruiter.  The Employer also agrees to indemnify and defend the Recruiter, enetRecruiter and their respective Related Parties against and hold them harmless from all damages, liabilities, and losses awarded or agreed to in the settlement of any third party claims or actions arising out of or in connection with the services performed by the Recruiter in recruiting personnel for the Employer.

2.5 Compensation of Recruiter; No Expense Reimbursement. 

(a) The Recruiter is entitled to payment of a Commission for each Successful Placement except when the Employer becomes entitled to a refund of its Employer Payment for such Successful Placement in accordance with Section 3.4. "Commission" means a service fee paid by an Employer to enetRecruiter in an amount determined by the Recruiter (that service fee, the " Employer Payment"), minus applicable enetRecruiter Fees as set forth in the Billing and Payments Policy.  The Recruiter must set the Employer Payment as a flat dollar amount at the time of submission of the relevant Candidate Profile.  The Recruiter and the Employer may not later change or renegotiate the Employer Payment. The Recruiter determines the Employer Payment based on the annual base salary offered for the Job in the applicable Job Posting.  For example, if the Job Posting lists an annual base salary of $50,000 and the Recruiter wishes to charge 20% for its services, the Recruiter will indicate an Employer Payment of $10,000.  The amount of the Employer Payment may not be changed later once it is set, even if the final salary is more or less than what was indicated in the original Job Posting. 
(b) The Recruiter is not entitled to reimbursement for any expenses incurred in connection with the performance of its services under the Recruiting Agreement.

2.6 Term and Termination of Recruiting Agreements.  Each Recruiting Agreement shall commence upon the first submission of a Candidate Profile by the Recruiter to the Employer in response to a Job Posting, and shall continue until terminated in accordance herewith.  Either party may terminate the Recruiting Agreement at any time for any or no reason, provided that the Employer remains responsible for any Employer Payments that have accrued based on Successful Placements prior to termination.

2.7 General Terms of Recruiting Agreements.  Sections 4, 10 and 11 of the Agreement shall apply to Recruiting Agreements either directly or by way of analogy.

2.8 Entire Agreement.  The terms and conditions set forth in this Section 2 shall constitute the entire agreement and understanding of the Employer and the Recruiter with respect to each Recruiting Agreement and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

3. COMMISSIONS TO RECRUITERS.

3.1 Payment Processing.  enetRecruiter shall act as a payment processor by collecting Employer Payments from Employers and remitting Commissions to Recruiters as set forth in the Billing and Payments Policy.  enetRecruiter will remit Commissions between seventy (70) and ninety (90) days after the applicable Date of Hire. 

3.2 Formal Invoices and Taxes.  enetRecruiter shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Employer Payments and/or Commissions.  Instead, the Recruiter shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for Employer Payments and for issuing any invoices so required.  The Recruiter shall also be solely responsible for: (a) determining whether the Recruiter or enetRecruiter is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to Employer Payments and/or Commissions, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or enetRecruiter, as appropriate; and (b) determining whether enetRecruiter is required by applicable law to withhold any amount of the Employer Payments and/or Commissions, notifying enetRecruiter of any such requirement and indemnifying enetRecruiter and its Related Parties (either by permitting them to offset the relevant amount against a future payment of Commissions or by refunding the relevant amount, at enetRecruiter's or its Related Party's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities.  enetRecruiter shall have the right, but not the obligation, to audit and monitor the Recruiter's compliance with applicable tax laws as required by this Section.

3.3 Billing for Employer Payments.  The Employer will be notified of Employer Payments due in accordance with the Billing and Payments Policy.  If the Employer believes a charge to be incorrect, the Employer shall notify enetRecruiter within the time period set forth in the Billing and Payments Policy, in which case enetRecruiter will investigate the charge to determine, at its sole discretion, whether an adjustment is appropriate.  enetRecruiter's determination will be final.  If the Employer does not notify enetRecruiter within this time, the charge automatically becomes final.

3.4 Refund of Employer Payment.  enetRecruiter will refund 100% of any Employer Payment received if the Candidate for whose introduction the Employer Payment was made is terminated within sixty (60) days of the Candidate's Date of Hire if the Employer provides written notice to enetRecruiter of such termination within five (5) days thereof; provided, however, that the Employer is not entitled to a refund if any of the following are true: (a) the Employer has failed to pay any enetRecruiter Fees due as of the date of termination of the Candidate; (b) the Candidate's termination is due, in whole or in part, to the Employer's cessation of all or part of the operations to which the Candidate's duties pertained due to financial difficulties, recession, or business strategic reasons; (c) the Employer and/or its business is acquired by or merged with a third party; (d) there has been a significant change relating to the Candidate's position since the Date of Hire, including, without limitation, a change of the Candidate's direct reporting manager or a change in the executive management staff, or to the Candidate's job responsibilities or duties; or (e) the Candidate resigns due to a violation of law (including, without limitation, employment law) by the Employer or its representatives.

3.5 No Direct Payments.  Payments from an Employer to a Recruiter under, or in any way connected with, a Recruiting Agreement may only be made through enetRecruiter as set forth in this Section 3.5.  Payments through other channels constitute a material breach of the Agreement.  An Employer shall immediately notify enetRecruiter if a Recruiter requests that the Employer make a payment directly to it or through any channels other than those provided or specified by enetRecruiter.  No Recruiter shall accept any payments under, or in any way connected with, a Recruiting Agreement from an Employer directly or through any payment channels other than those provided or specified by enetRecruiter.  A Recruiter shall immediately notify enetRecruiter if an Employer or any of its agents attempts to make a payment to the Recruiter directly or through any payment channels other than those provided or specified by enetRecruiter.

4. CONFIDENTIALITY.

4.1Confidentiality.  Subject to Section 4.3, to the extent a User or enetRecruiter ("Recipient") receives Confidential Information from another user of the Site or, in the case of the User, from enetRecruiter ("Owner"), the Recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose the Confidential Information to anyone except, in the case of enetRecruiter, to other users of the Site for purposes of providing the enetRecruiter Services hereunder; or (ii) use the Confidential Information, except as necessary for the performance of the Agreement, including any activity contemplated hereunder, or of any Recruiting Agreement 

4.2 Return of Confidential Information.  If and when Confidential Information is no longer needed for the performance of the Agreement or any Recruiting Agreement, or at the Owner's written request (which may be made at any time at the Owner's sole discretion), the Recipient shall promptly destroy or return to the Owner all Confidential Information and any copies thereof contained in or on its premises or systems or otherwise under its control.  The Recipient agrees to provide written certification to the Owner of compliance with this Section 4.2 within ten (10) days after the receipt of the Owner's written request to certify.

4.3 Limited Obligations of enetRecruiter.  With respect to maintaining the confidentiality of and returning Confidential Information which enetRecruiter receives from a user of the Site with a request or direction to make it available to another user, enetRecruiter's obligations shall be limited to requiring such other user to execute an agreement requiring substantially the same level of confidentiality as specified in Section 4.1, and the return of Confidential Information in a manner substantially similar to Section 4.2.

5. PROPRIETARY RIGHTS; RESTRICTIONS ON USE; SUBMISSION OF CONTENT.

5.1 Copyright and Proprietary Rights.  The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters on the Site are protected under applicable copyrights, trademarks and other Proprietary Rights. The copying, redistribution, use or publication by the User of any such matters or any part of the Site, except as allowed by Section 5.1 below, is strictly prohibited.  The User does not acquire ownership rights to any content, document or other materials viewed through the Site.  enetRecruiter's posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Third party products, services and company names mentioned on the Site may be trademarks of their respective owners.

5.2 Permitted Uses.  Subject to Sections 5.1, 5.3, and all other terms of the Agreement, enetRecruiter hereby grants to the User a non-exclusive, non-transferable, revocable, limited license to access and use the Site and any information, materials or documents therein solely for the purposes set forth in the Agreement, and to print out discrete information from the Site for those purposes provided that the User maintains all copyright and other notices and policies contained therein.

5.3 Restrictions and Regulations on Use.  The User's license under Section 5.1 is subject to the following restrictions and prohibitions on use:  The User shall comply with all applicable laws and regulations including, without limitation, any professional licensing requirements, and shall refrain from violating any third-party rights in connection with the Agreement.  Without limiting the generality of the foregoing, the User must not: (a) use the Site or the enetRecruiter Services to, or in any way that would, violate any applicable law or regulation, any contract, or any other third-party rights; (b) violate, interfere with, damage or compromise the Site; (c) copy, print, republish, display, distribute, or transmit any part of the Site except as expressly permitted under Section 5.2; (d) use any methods to harvest or gather any information from the Site in order to send unsolicited e-mails to Site users; (e) cause, permit or authorize the modification, creation of derivative works, translation, or copying of the Site or any part thereof; (f) sell, sublicense, assign, rent, lease, act as a service bureau, or grant rights in the Site or enetRecruiter Services to any other person except as expressly authorized under the Agreement or with enetRecruiter's prior written consent; (g) decompile, disassemble, reverse engineer, or hack the Site, or circumvent any encryption, technical protection or security methods implemented with respect to the Site and/or data transmitted, processed or stored by or on behalf of enetRecruiter, except to the extent expressly permitted by mandatory provisions of applicable law that cannot be contractually derogated from, but then only with thirty (30) days prior written notice to enetRecruiter; or (h) attempt to do anything or induce or enable others to do or attempt to do anything prohibited by this Section 5.3.

5.4 Prohibited Content.  Without limiting the generality of Section 5.3 hereof, the User must not use, or knowingly or negligently allow any other person to use, the Site or enetRecruiter Services to develop, generate, transmit or store information that: (a) infringes any person's IP or Proprietary Rights; (b) is defamatory, harmful, abusive, obscene or hateful; (c) in any way obstructs or otherwise interferes with the normal performance of another person's use of the Site or enetRecruiter Services; (d) constitutes harassment, nuisance or a violation of privacy or threatens anyone; (e) impersonates any other person, or steals or assumes any person's identity (whether a real identity or online nickname or alias); or (f) is prohibited under applicable law. 

5.5Linking to the Site.  The User may provide links to the Site, provided that (a) the User does not remove or obscure, by framing or otherwise, advertisements, copyright notices, or other notices on the Site, (b) the linking site does not engage in illegal or pornographic activities, and (c) the User discontinues providing links to the Site immediately upon request by enetRecruiter. 

5.6 Links to Other Websites.  The Site may contain links to third party websites. enetRecruiter is not responsible for the content or accuracy of, or opinions expressed in such websites, and does not investigate or monitor such websites.  Inclusion of any linked website on the Site does not imply approval or endorsement by enetRecruiter.  User's access to and use of such third party websites is at User's own risk.  enetRecruiter reserves the right and discretion to remove any website or information linked from or posted to the Site without providing explanation or advance notification.

5.7 Third Party Content.  Third party content may appear on the Site or may be accessible via links from the Site.  enetRecruiter is not responsible for and assumes no liability for any mistakes, violations or misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of third party content.  User understands and agrees that the information and opinions in the third party content represent solely the thoughts of the author and are neither endorsed by nor do they necessarily reflect the belief of enetRecruiter.

5,8 Unlawful Activity and Rules.  enetRecruiter reserves the right, but does not assume any obligation, to vigorously investigate complaints or reported violations of this Agreement and to take any action it deems appropriate, including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties.

5.9 Use of User Submissions or Content.  enetRecruiter reserves the right, and the User authorizes enetRecruiter, to use and transfer all information regarding the use of the Site by the User and all information provided by the User in any manner consistent with enetRecruiter's Privacy Policy. enetRecruiter may use all content, remarks, suggestions, information, images, graphics, or other information posted by the User on the Site (collectively, "Submissions") as per its Privacy Policy. By submitting, posting or displaying any Submissions to the Site, the User grants enetRecruiter the rights to use, copy, modify, publicly perform and/or display, reproduce, and distribute such Submissions on the Site and/or elsewhere at enetRecruiter's sole discretion. enetRecruiter will not be liable for any Submissions (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in the future products, services or operations of enetRecruiter or any third party.  enetRecruiter will be entitled to use the Submission for its commercial purposes, subject to its Privacy Policy, without compensation to the User or any other person sending the Submission.  The User acknowledges that the User is responsible for whatever material the User submits, and the User, not enetRecruiter, has full responsibility for the Submissions, including their legality, reliability, appropriateness, originality, and copyright. If the User does not wish to grant enetRecruiter the rights set forth in this Section 5.9 with respect to any materials, then the User must refrain from submitting or posting such materials to the Site.

5.10 Monitoring.  enetRecruiter reserves the right, but is under no obligation, to monitor content transmitted through the Site and reserves the right to delete, block, or prevent the transmission of content that enetRecruiter, at its sole discretion, deems illegal, infringing, fraudulent, or otherwise inappropriate.  Without limiting the generality of the foregoing, enetRecruiter may remove, or block access to, materials that are alleged to be infringing in accordance with Section 5.11.

5.11 DMCA Notices.

(a) Notice.  If the User believes that any submission by another user or other content on the Site infringes upon User's copyrights, User may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing enetRecruiter's Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further details):

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit enetRecruiter to locate the material;
• information reasonably sufficient to permit enetRecruiter to contact the User, such as an address, telephone number, and, if available, an electronic mail address;
• a statement that the User has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that the User is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Please send written notifications of claimed infringement to:
• enetRecruiter, LLC.  2033 Gateway Place, 5th Floor, San Jose, CA 95110 or fax to: 408-521-2588, Attn: enetRecruiter Legal, Copyright Agent, DMCA Complaints.
• User acknowledges that if User fails to comply with all of the requirements of this Section 5.11, User's DMCA notice may not be valid.
  

(b) Counter-Notice.  If the User believes that a submission by the User that was removed (or to which access was disabled) is not infringing, or that User has the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in the User's submission, the User may send a counter-notice containing the following information to the Copyright Agent:

• the User's physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement that the User has a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• the User's name, address, telephone number, and e-mail address, a statement that the User consents to the jurisdiction of the federal courts serving San Jose, California, and a statement that User will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, enetRecruiter may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days.  Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at enetRecruiter's sole discretion.

5.12 Indemnification.  enetRecruiter assumes no liability for the content of the Site, or of any message, correspondence, communication or response submitted by the User or any other person through the Site or otherwise, and the User shall indemnify and defend enetRecruiter and its Related Parties against and hold them harmless from any loss or damage incurred, directly or indirectly, as a result of any message, correspondence, communication or response, or any other activity engaged in by the User through the Site. 

6. WARRANTY DISCLAIMER; NO LEGAL ADVICE.

6.1 WARRANTY DISCLAIMER.  ENETRECRUITER MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE ENETRECRUITER SERVICES, THE SERVICES OF ANY RECRUITER OR ADVISOR, THE SUITABILITY OR QUALIFICATIONS OF ANY CANDIDATE, ANY FORMS, DOCUMENTS, REPORTS OR OTHER INFORMATION OR DATA PROVIDED THROUGH THE SITE OR OTHERWISE, OR WITH REGARD TO ANY OTHER ACTIVITY RELATING TO THE AGREEMENT.   TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND THE ENETRECRUITER SERVICES ARE PROVIDED "AS IS" AND ENETRECRUITER DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  SECTION 8.2 STATES THE USER'S SOLE AND EXCLUSIVE REMEDY AGAINST ENETRECRUITER WITH RESPECT TO ANY DEFECTS, NON-CONFORMITIES  OR DISSATISFACTION.

6.2 No Legal Advice.  Information contained on or made available through the Site is not intended to and does not constitute legal advice, recommendations, mediation or counseling under any circumstance, and no attorney-client relationship is formed.

7. LIMITATION OF LIABILITY.

IN NO EVENT WILL ENETRECRUITER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, BUSINESS, REVENUE OR PROFIT RESULTING IN ANY WAY FROM USING THE SITE.  THE LIABILITY OF ENETRECRUITER TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) US$500; AND (B) ANY ENETRECRUITER FEES PAID BY THE USER TO ENETRECRUITER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.  THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

8. TERM AND TERMINATION.

8.1 Term.  The term of the Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 8.2 below.

8.2 Termination.  Either party may terminate the Agreement at any time, with or without cause, effective immediately upon written notice to the other party.

8.3 Consequences of Termination.  Termination shall not relieve (a) the User of the requirement to pay enetRecruiter Fees accrued prior to the effective date of termination, or (b) an Employer of the requirement to remit Employer Payments accrued prior to the effective date of termination.  Any outstanding enetRecruiter Fees and/or Employer Payments will be charged to the User's credit card or other form of payment pursuant to Section 1.6.
Survival.  Sections 4 through 11 of the Agreement shall survive any termination thereof.

9. AUDIT RIGHTS.

The User shall create records to document its compliance with the Agreement (including, but not limited to, compliance with tax laws) and provide copies of such records to enetRecruiter on request. enetRecruiter, or enetRecruiter's advisors or agents, shall have the right, but not the obligation, to audit the User's operations and records upon reasonable advance notice to the User to confirm compliance.

10. GENERAL.

10.1 No Employment.  The User acknowledges and agrees that neither the Agreement nor any Recruiting Agreement constitutes an employment agreement or creates or acknowledges an employment relationship (neither with enetRecruiter nor with any other user of the Site).  The parties shall be independent contractors at all times and not partners, joint venturers or otherwise participants in a joint undertaking.

10.2 Limited Privacy.  Subject to Section 4 and enetRecruiter's Privacy Policy, the User acknowledges and understands that any Job Postings, Candidate Profiles, and any other information (including the terms of the Agreement) that the User provides or makes available on the Site or otherwise may be made available to others.  The User has a limited expectation of privacy with respect to its activities performed on the Site or otherwise in connection with the Agreement.

10.3 Compliance.  The User shall not violate any laws, regulations, or third party rights in using the Site or otherwise in connection with this Agreement  Without limiting the generality of the foregoing, the User agrees to comply with all applicable import and export control laws.

10.4 Notices.  Notices hereunder shall be invalid unless made in writing (fax, email, signed document or electronic communication through the Site suffice).

10.5 Modifications.

(a) By enetRecruiter.  enetRecruiter may notify the User (including by electronic notice on the Site, via e-mail at the address submitted during this online registration process, or otherwise) of modifications or amendments to the terms of the Agreement and/or the Policies.  Such modifications or amendments shall take effect from the later of: (i) the date enetRecruiter issues the notice; and (ii) the date specified by enetRecruiter in the notice.
(b) By Either Party.  Except only as permitted by Section 10.5(a), no modification or amendment to the Agreement shall be binding upon either party unless in a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 10.5(b), a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles).

10.6 No Waiver.  The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative.

10.7 Assignability. The User may not assign or otherwise transfer the Agreement, or any of its rights or obligations hereunder, without enetRecruiter's prior written consent in the form of a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 10.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles).  enetRecruiter may freely assign or otherwise transfer the Agreement, or any of its rights or obligations hereunder, with or without the User's consent.

10.8 No 3rd Party Beneficiary Rights.  Subject to Sections 1.3 and 1.4, the Agreement shall (a) create rights and obligations only between enetRecruiter and each individual user of the Site that accepts the Agreement, and (b) not create any rights for any other parties.  For the avoidance of doubt, without any limitation, no user shall be entitled to enforce the terms of the Agreement as they apply between enetRecruiter and another user.

10.9 Entire Agreement.  The Agreement, including any incorporated Policies, sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.  In case of any inconsistencies between the Policies and the other terms of the Agreement, the latter shall prevail.

10.10 Severability.  If and to the extent any provision of the Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.  The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

10.11 Choice of Law.  The Agreement and dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof ("Dispute") shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.12 Arbitration.  Any Dispute shall be determined by arbitration before three arbitrators.  The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  Nothing in this Section 10.12 shall preclude either of the parties from seeking provisional remedies (including, but not limited to, preliminary injunctive relief) from any court of competent jurisdiction as necessary to protect the rights or property of such party pending the completion of arbitration.  Each party shall bear one-half of the arbitration fees and costs incurred through JAMS.  Arbitration shall be conducted in Santa Clara County, California or any other location mutually agreed on by the parties.

10.13 Prevailing Language.  The English language version of the Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

11. ADDITIONAL DEFINITIONS.

11.1 "Confidential Information" means all information disclosed under the Agreement, including but not limited to any product specifications, data, know-how, formulations, test concepts, business and technical information, financial data, trade secrets, processes, techniques, algorithms, programs, designs, drawings, and any other information related to a party's present or future products, sales, suppliers, customers, employees, investors or business, and any other information that is marked "confidential" or "proprietary" or similarly, or that a reasonable person under similar circumstances would treat as confidential.  Confidential Information expressly includes any Candidate Profiles and related information provided to an Employer under the Agreement.  Confidential Information does not include any information, or portion thereof:

(a) which at the time of disclosure is in the public domain; or
(b) which, after disclosure, becomes part of the public domain, by publication or otherwise, through no fault of the Recipient; or
(c) which at the time of disclosure is already in the Recipient's possession, and such prior possession can be properly demonstrated by the Recipient, with the exception of Confidential Information exchanged between the Recipient and the Owner prior to the execution of the Agreement; or
(d) which is made available to the Recipient by a third party, provided, however, that to the Recipient's knowledge, such information was not obtained by said third party, directly or indirectly, from the Owner hereunder; or
(e) which is developed by the Recipient independently of disclosure by or through the Owner as evidenced by the Recipient's records.

11.2 "Date of Hire" means the first day that a Candidate performs labor or services for an Employer.

11.3 "Effective Date" means the earlier of: (a) the date of the User's first use of the Site; and (b) the date of the User's acceptance of the Agreement.

11.4 "IP" means any computer programs or routines (in object code, source code, or embedded format, regardless of the medium on which it resides), algorithms, know-how, hardware and/or software configurations, inventions, documentation, translations, text and other works of authorship, data, databases, information, designs, utility models, symbols, logos, marks, names, procedures, processes, technical improvements and any other intangibles as well as the prototypes, samples, copies, and other materialized forms of the foregoing intangibles.

11.5 "Policy" means each of the policies, obligations and guidelines posted in the Help section of the Site, as updated by enetRecruiter from time to time, which are expressly incorporated into the Agreement.  Policies include the Privacy Policy and the Billing and Payments Policy.

11.6 "Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to IP, recognized in any jurisdiction, whether or not perfected.

By using our Site and/or checking the box on our registration form and clicking "Submit," (or Try Now or Join Now) you represent and warrant that you have read and understood and agree to be bound by the Agreement, including the incorporated Policies.  If you are entering into the Agreement on behalf of an entity (e.g., a corporation, partnership, or company), you further represent and warrant that you are fully authorized to bind contractually (whether as an employee, contractor, or agent) such entity, and the Agreement will be between such entity and enetRecruiter.  If you do not agree to these terms you should not use the Site.