These Standard Advertising Terms and Conditions ("Standard Terms") shall be deemed incorporated by reference into any advertising agreement ("Advertising Agreement") submitted to Simply Hired, Inc. ("Simply Hired") by the party identified as "advertiser" as set forth in the Advertising Agreement, or any agency acting on such party’s behalf ("Advertiser"). By submitting an Advertising Agreement, Advertiser thereby acknowledges that Advertiser has read and agrees to be legally bound by these Standard Terms. All Advertising Agreements and Advertisements are subject to acceptance by Simply Hired. Simply Hired reserves the right to refuse any Advertising Agreement, with or without cause, in its sole discretion. These Standard Terms and the Advertising Agreement are sometimes referred to collectively herein as the "Agreement".

Definitions

Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them below.

• "Action" means each occurrence of a user purchasing, subscribing, licensing a product or service or otherwise making a transaction with Advertiser through an Advertisement on the Website that the user Clicked.
• "Advertisement" means all advertising content, including photographs, images, artwork, logos, data, text and other creative, supplied by Advertiser for display on the Website.
• "Click" means each occurrence of a user clicking on a link displayed in a paid Advertisement on the Website.
• "Website" means the SimplyHired.com website, which is owned and operated by Simply Hired, or any other websites for which Simply Hired powers the job search results and/or advertising.

Term of Agreement

The term of this Agreement shall be designated by Simply Hired in the Advertising Agreement. Pricing for any renewal period is subject to change by Simply Hired from time to time in its sole discretion.

Pricing and Terms of Payment

Payments by Advertiser shall be made in accordance with the payment terms set forth in the applicable Advertising Agreement and the pricing that Advertiser will pay for the Advertisements will be determined by Simply Hired’s dynamic based bidding system; provided, that the maximum that Advertiser will pay for the Advertisements will be equal to or less than the Max CPC that Advertiser has set on Schedule 1. Advertisers will be charged on a pay-per-Click or pay-per-Action model in accordance with Schedule 1. Amounts paid by Advertiser after any due dates shall bear interest at the rate of one-and-one-half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is less, until paid in full. In the event of any failure by Advertiser to make payment, Advertiser shall be responsible for all reasonable expenses (including attorneys’ fees, court costs and collection agents’ fees) incurred by Simply Hired in collecting such amounts. Advertiser hereby authorizes Simply Hired to charge all fees and other amounts incurred hereunder for the Deposit Amount set forth on Schedule 1 and such amounts to refill the Deposit Amount to such card if Advertiser has selected such option on Schedule 1, including any applicable taxes Simply Hired is required to collect. If Advertiser does not select the refill of the Deposit Amount on Schedule 1, such Advertisements will run unless and until the fees accrued reach the amount of the Deposit purchased by Advertiser. All payments shall be made in U.S. dollars. If Advertiser disputes any charge under this Agreement, Advertiser must notify Simply Hired in writing and by calling (650) 254-9000 within forty-five (45) days of any such charge; failure to so notify Simply Hired shall result in the waiver by Advertiser of any claim relating to any such disputed charge.

Display of Advertisements

• The positioning of Advertisements within the Website or on any page therein is at the sole discretion of Simply Hired and will be determined by Simply Hired dynamic based bidding system. In no event will adjustments, reruns or refunds be made because of the web page, section or position in which an Advertisement has been published.
• Simply Hired may redesign the Website in its sole discretion at any time.
• Simply Hired reserves the right to, and in its sole discretion may, at any time, review, reject or modify any Advertisement, or remove any Advertisement from the Website to comply with any policy of Simply Hired or any third party Website and Simply Hired shall not be liable for any such decision.

Provision of Advertisements and Communications

Advertiser will provide all Advertisements in accordance with Simply Hired’s policies in effect at the time. Advertiser will direct all communications regarding the Advertisement and/or the Website to Simply Hired even if the Advertisements are placed on a third party Website.

Grant of License

Advertiser hereby grants Simply Hired a nonexclusive, worldwide, royalty-free right and license to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the Advertisements together with any content or materials on any interactive site linked to the Advertisements through the Website.

Statistics

Simply Hired makes no guarantee with respect to usage statistics or Click-throughs or Actions for any Advertisements. Advertiser acknowledges that delivery statistics provided by Simply Hired are the official and definitive measurements of Simply Hired’s performance on any delivery obligations provided in the Advertising Agreement. No other measurements or usage statistics (including those of Advertiser or third parties) shall be accepted by Simply Hired or have any effect on this Agreement. Advertiser may not disclose such information to any third party without Simply Hired’s prior written consent.

Proprietary Rights

Simply Hired retains all right, title and ownership interest in and to the Website and all intellectual property and proprietary rights therein, including all rights to the compilation and arrangement of all Website content. The Website may contain the copyrighted material, trademarks and other proprietary information of Simply Hired and its licensors. Except for that information which is in the public domain or for which Advertiser been given express written permission, Advertiser shall not copy, modify, publish, transmit, distribute, perform, display, create derivative works from, sell or otherwise use any such proprietary information.

Simply Hired Trademarks

Advertiser shall not use, display or modify Simply Hired’s trademarks in any manner without the prior written consent of Simply Hired.

No Warranty

SIMPLY HIRED DOES NOT MAKE AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

Limitation of Liability

IN NO EVENT SHALL SIMPLY HIRED BE LIABLE UNDER THIS AGREEMETN FOR ANY INDIRECT, INCREMENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE. SIMPLY HIRED’S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES, NOT TO EXCEED THE AMOUNT ACTUALLY RECEIVED BY SIMPLY HIRED FROM ADVERTSIER FOR THE ADVERTISING AGREEMENT GIVING RISE TO THE CLAIM.

Advertiser’s Representations

Advertiser represents and warrants to Simply Hired that: (a) Advertiser holds all necessary rights to permit the use of the Advertisements by Simply Hired for the purpose of this Agreement; (b) Advertiser holds all necessary rights and permissions to offer, sell and/or license such products and services through the Advertisements and Advertiser’s website; (c) the Advertisements and Advertiser’s website do not and will not violate any applicable laws or regulations or any third party rights, or contain any inaccuracies, omissions, misrepresentations or any material that is inappropriate, vulgar, obscene, unlawful or otherwise objectionable, including any material that encourages conduct that would constitute a criminal offense or give rise to civil liability; (d) the Advertisements will at all times comply with this Agreement and all advertising guidelines issued by Simply Hired from time to time; (e) Advertiser has the legal right to use all search terms purchased by it pursuant to this Agreement; (f) the person executing the Advertising Agreement on behalf of Advertiser has full authority to bind Advertiser to the terms of this Agreement and is at least eighteen (18) years of age; and (g) Advertiser will not, and will not permit, induce or encourage any third party to, generate fraudulent impressions of or fraudulent Click-throughs on the Advertisements or any third party advertisements on the Website, including, but not limited to, using robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software.

Indemnification

Advertiser shall bear full responsibility for all products or services offered, sold or licensed through the Advertisements or the Advertiser’s website. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services. Advertiser hereby agrees to indemnify, defend and hold harmless Simply Hired and its officers, directors, agents, affiliates and employees from and against any and all claims, actions, liabilities, losses, expenses, damages and costs (including court costs and reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of: (a) any breach by Advertiser of any duty, representation or warranty under this Agreement; or (b) any products or services offered, sold or licensed through the Advertisements or the Advertiser’s website.

Confidentiality

"Confidential Information" shall mean, collectively, the terms of the Advertising Agreement and any information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary". Confidential Information of Simply Hired also shall include any Simply Hired usage statistics, Click-throughs rates, Website technology, software, programming, guidelines, documentation and the like. Neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (a) has been independently developed by the receiving party without access to the other party’s Confidential Information; (b) has become publicly known through no breach of this Section by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing party; or (h) is required to be disclosed by a competent legal or governmental authority.

Solicitation; Privacy Policy; User Information

• Advertiser shall not send unsolicited, commercial e-mail or other online communication (e.g., "spam") through the Website and shall comply with all standard Simply Hired bulk e-mail policies.
• Advertiser shall ensure that its collection, use and disclosure of information obtained from Simply Hired users under this Agreement complies with all applicable laws, regulations and privacy policies.
• Advertiser shall not disclose such user information to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with Simply Hired. This Section shall survive the completion, expiration, termination or cancellation of this Agreement.

Termination

Either party may terminate this Agreement at any time, without cause, upon two (2) business days written notice to the other party. In such event, Advertiser will be responsible only for the fees and other charges incurred through the effective date of termination and if there are unused credits in Advertiser’s account, Simply Hired will not refund the fees paid for such unused credits to Advertiser. If this Agreement is terminated by Advertiser, all Advertisements on the Website will be discontinued within twenty-four (24) hours of Simply Hired’s receipt of such notice of termination.

Construction

In the event of any inconsistency between the Advertising Agreement and these Standard Terms, these Standard Terms shall control.

Publicity

Simply Hired shall be entitled to identify Advertiser as a customer and use Advertiser’s name, logos and other trademarks in connection with Simply Hire’s publicized customer lists, presentation materials and other marketing literature, subject to Simply Hire’s compliance with any reasonable trademark usage guidelines that may be furnished by Advertiser.

Miscellaneous

• Advertiser shall not make any assignment of this Agreement or any rights, benefits or obligations hereunder (including by way of merger or consolidation) without the prior written consent of Simply Hired. In the event of an assignment, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
• This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California, except for its conflicts of laws principles. Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of California and the federal courts situated in the State of California in connection with any action arising under this Agreement.
• The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
• Any change to the Advertising Agreement must be made in writing and signed by authorized representatives of both parties. Simply Hired reserves the right to change these Standard Terms from time to time.