Terms of Services.



Welcome, intended audience

Welcome to the Terms of Service for Numbers Matter. This is an agreement (“Agreement”) between Numbers Matter, Inc. ("Numbers Matter"), a New York corporation, the owner and operator of numbers-matter.com (the “Site”) and the Numbers Matter recruiting service (the Site and recruiting service collectively the “Service”), and you.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS SITE IN ANY WAY, INCLUDING USING THE SERVICE, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE SITE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH NUMBERS MATTER; (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE EMPLOYER, AND TO BIND THAT COMPANY TO THE AGREEMENT; AND YOU HAVE DISCLOSED TO Numbers Matter IN WRITING, IN ADVANCE OR IMMEDIATELY FOLLOWING YOUR ENGAGEMENT WITH SUCH PARTIES, THE NAME OF EACH AND EVERY COMPANY, AGENCY OR INDIVIDUAL WITH WHOM YOU ARE ASSOCIATING, EITHER AS AN EMPLOYEE, CONTRACTOR, CONSULTANT OR OTHERWISE, FOR THE PURPOSES OF RECRUITING PROSPECTIVE EMPLOYEES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICE. THE SITE AND SERVICE ARE INTENDED FOR ADULTS ONLY. THE SITE AND SERVICE ARE NOT INTENDED FOR ANY CHILDREN UNDER THE AGE OF 13.

Throughout this document, the words “Numbers Matter,” “us,” “we,” and “our,” refer to our company, Numbers Matter, Inc., our Site or our Service, as is appropriate in the context of the use of the words. The term “Prospective Employee” will refer to users of our Service who are seeking employment and/or contractor opportunities through Numbers Matter. The term “Employer” will refer to a company or individual, as applicable that is interested in hiring Prospective Employees through the use of our Service. The term “You” refers to the individual, company or legal entity, as applicable, identified as the user when you register on the Site, either as or on behalf of a Prospective Employee or Employer.

Throughout this document “batch(es)” will refer to the periodic batch process offered through the Service that Prospective Employees will use to find new career opportunities. It is important to understand that these batches are non-binding and do not create any contractual obligations between either Prospective Employees or Employers. Batches merely allow Prospective Employees to meet Employers who may be interested in hiring them.

You agree to keep all information gained from using our Site confidential; you agree that (1) you will use any content submitted by Prospective Employees in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Prospective Employees listed for any batch, outside of your recruiting or hiring department; AND (3) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly or privately disclose or disseminate any job offers which you become aware of through our Site or Service.

Our Service may allow you to upload photos, resumes, projects and other information and may allow you to message or communicate in other ways with other users through our Service. Any information that you post, transmit or submit through our Site or Service will be referred to as “Content” throughout this Agreement.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY NUMBERS MATTER IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at the Site. We will also update the “Last Revised” date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have a registered account on the Site (“Registered Users”) upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. Numbers Matter may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Service. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.


Description of Service

For Prospective Employees

Numbers Matter is an online service that connects Prospective Employees with Employers through a non-binding batch interview request process for a Prospective Employee’s services. Prospective Employees have an opportunity to find a position with an Employer with transparency as to role and compensation in each interview request. Additionally, Prospective Employees’ use of Numbers Matter is free, and the batch process is non-binding and does not create any contractual obligations between the Employer and the Prospective Employee. The batch only acts as a tool for Prospective Employees to explore opportunities without obligation.

For Employers

As an Employer, you have the opportunity to find qualified talent and reduce the costs involved with hiring and retaining such talent. You may submit interview requests ("Requests") for Prospective Employees on our Service that you feel may be a fit for your company. However, these Requests are non-binding and do not create a binding employment contract. A Success Fee (as defined in Section 6 below) will only be collected from you in accordance with Section 6 after you have successfully Numbers Matter a Prospective Employee. YOU UNDERSTAND THAT NUMBERS MATTER DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE MAKING AN OFFER OF EMPLOYMENT TO A PROSPECTIVE EMPLOYEE, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED EMPLOYMENT OF ANY PROSPECTIVE EMPLOYEE.


Registration

In registering for an account on the Site, you agree to (1) provide true, accurate, current, and complete information about yourself as prompted by the Service registration form (“Registration Data”), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any Content that is untrue, inaccurate, not current, or incomplete, or Numbers Matter has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, Numbers Matter has the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Site or Service if you have been previously removed by Numbers Matter, or if you have been previously banned from the Site or Service.

Prospective Employee

In order to use Numbers Matter as a Prospective Employee you must register and create a profile. The use of the Site and the Service is free for Prospective Employees. When registering with Numbers Matter, we may require you to provide us information such as your name, e-mail address, employment history, work experience, educational background and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We also allow you to use a third party service such as LinkedIn to register. We will review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.

Employer

In order to use Numbers Matter as an Employer you must also register. Registration is free and done by sending an email request to register@numbers-matter.com. When registering we may ask you for additional information related to your company and the types of Prospective Employees you are looking for. We will review the information that you provided to us during the registration process and any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to engage with, and make Requests to, Prospective Employees that have posted their profiles on Numbers Matter.


Payments & Refunds

For Prospective Employees

Numbers Matter is free for Prospective Employees. A Prospective Employee is required to promptly notify Numbers Matter if the Prospective Employee (1) accepts an offer of employment (an “Employment Offer”), whether for an indefinite or fixed term, (2) accepts an offer of employment as a contractor (a “Contractor Offer”), whether for an indefinite or fixed term (each, a “Contractor Engagement”), (3) accepts an Employment Offer or a Contractor Engagement during or within twelve (12) months after termination of an Internship (as defined below) of any duration, (a) with an Employer who was identified by the Prospective Employee through the use of our Site or Service, or (b) from an Employer who identified the Prospective Employee through the use of our Site or Service, (4) accepts an Employment Offer made by an Employer during or within twelve (12) months after termination of a Contractor Engagement with such Employer (each, a “Covered Offer”).

For Employment Offers for full time employment of an indefinite term, the Prospective Employee will receive a payment (the “Prospective Employee Payment”) based upon Numbers Matter's employee bonus scale for the geographical region in which the Prospective Employee works for the Employer. The Prospective Employee Payment will be paid not later than 120 days after the work Start Date of the Prospective Employee with Employer. For Contractor Offers of an indefinite or fixed term, the contractor will receive a payment (the “Contractor Payment”) based upon Numbers Matter's contractor bonus scale for the geographical region in which the contractor provides services under the Contractor Offer. The Contractor Payment will be paid not later than 120 days after the completion date of a Contractor Engagement (the “Completion Date”) only for Contractor Engagements that are at least 500 hours of billable time. The date on which a Prospective Employee commences work under an Employment Offer or Contractor Engagement is the “Start Date”.

A Prospective Employee is only eligible to receive one Contractor Payment per Employer. For the purposes hereof, an Internship shall refer to an opportunity for a Prospective Employee to work, as an intern or pursuant to a co-op arrangement, for an Employer for a fixed period of time to assess job skills and shall only apply to Prospective Employees that are enrolled in college or graduate school, or who have graduated from college or graduate school in the past 6 months.

If you are a Prospective Employee who is using our Site and/or Service, you agree that (1) if you receive a Covered Offer, you shall promptly notify Numbers Matter of your Start Date and the key terms of such Covered Offer (and notify Numbers Matter promptly should that Start Date or offer terms change at any time), (2) you shall provide Numbers Matter with (a) a copy of a fully executed Covered Offer employment offer letter, or (b) execute a document between Employer, Numbers Matter and Prospective Employee that states material employment terms, including, among other things, Start Date and compensation, promptly upon the signing of a Covered Offer employment offer letter between you and such Employer (the “Effective Date”), as requested by Numbers Matter, and (3) you will promptly notify Numbers Matter after termination of your employment as an employee, intern, coop employee, consultant or contractor (“Employment”) in the event that (a) an Employer terminates your Employment based on unsatisfactory performance within ninety (90) days of the date on which your Employment commenced, or (b) you voluntarily terminate your Employment within ninety (90) days of the date on which your Employment commenced. In the event that before the Start Date, either Employer or Prospective Employee elect not to begin the employment relationship contemplated by the Covered Offer, Prospective Employee shall promptly notify Numbers Matter and such Prospective Employee shall not be eligible for the related Prospective Employee Payment. In the event that within ninety (90) days of the date on which your Employment commenced (4) an Employer terminates your Employment (other than as part of a reduction in force) or (5) you voluntarily terminate your Employment, and (6) you have received the Prospective Employee Payment, then Numbers Matter is entitled to the return of the Prospective Employee Payment and you shall promptly return that Prospective Employee Payment to Numbers Matter. The foregoing repayment amount is a debt immediately owed to Numbers Matter and the Prospective Employee will pay for any professional fees Numbers Matter incurs in enforcing such repayment obligation.

For Employers

Once we have accepted the registration of an Employer, the Employer will be able to make Requests and contact (through the Service) Prospective Employees listed on our Site and Service. If a Prospective Employee identified through use of our Service accepts a Covered Offer within twelve (12) months of the date on which the Employer first viewed the Prospective Employee on the Site, the Employer will be charged a Success Fee. For purposes of this Agreement, “Success Fee” shall refer to both Upfront Success Fees and Monthly Success Fees, and shall be collected, as set forth below:

In the case of an Employment engagement, the Employer may elect to pay one of the following Success Fee options: (1) Upfront Success Fee. The Employer may pay a Success Fee equal to 15% of the Prospective Employee’s first year base salary (an “Upfront Success Fee”), which amount shall be due and payable thirty (30) days after the Start Date (the “Upfront Success Fee Option”); or (2) 2% Monthly Success Fee. In the event that Numbers Matter in its sole discretion has approved the Employer to pay on a monthly basis (the “Monthly Success Fee Option”), Lorem Ipsum, the Employer may pay a monthly Success Fee equal to 2% of the Employee’s first year base salary (a “Monthly Success Fee”), with the first payment due on the Start Date and each subsequent payment due monthly thereafter for ten (10) months until the earlier of (a) payment of ten Monthly Success Fee installments or (b) termination of the Prospective Employee for whom the Monthly Success Fee Option was selected.

Employers choosing the Monthly Success Fee option are required to (1) complete the Numbers Matter Direct Debit Authorization Form allowing Numbers Matter to directly withdraw, debit or charge monthly payments from Employer’s designated bank or credit card account(s) and (2) be subject to a credit review.

In the event that the Employer selects the Monthly Success Fee Option and subsequently wishes to make payment in full, the Employer may contact Employer’s Account Manager or the Vice-President of Finance at Numbers Matter at 415-813-4987 to ascertain the amount required to buy out the remaining installments of the Monthly Success Fee.

6.1 Contractor Engagement

In the case of a Contractor Engagement within twelve (12) months of the date on which the Employer first viewed the contractor on the Site, the Employer shall pay a fee equal to: (a) 30% of the contractor’s direct labor rate (as agreed by contractor) for Contractor Engagements on a W-2 basis; or (b) 15% of the contractor’s direct labor rate (as agreed by contractor) for Contractor Engagements on a 1099 basis. People 2.0 (“Agency”) manages all Contractor Engagements. Agency operates as the employer of record for all contractors. Agency shall be responsible for all contractor compensation, including, if applicable, payroll and payroll taxes, worker’s compensation and unemployment insurance, and health insurance. Employer will not pay contractor directly.

In the event that a Contractor Engagement results in the contractor accepting an Employment Offer, the Employer shall pay a Success Fee equal to a percentage of the Prospective Employee’s first year base salary (the “Conversion Upfront Success Fee”), based on the information outlined in Table 1.0 below. The Conversion Upfront Success Fee amount shall be due and payable thirty (30) days after the Start Date.

Employers are required to promptly notify Numbers Matter once a Prospective Employee has accepted a Covered Offer and notify Numbers Matter of the Start Date for such Prospective Employee (including prompt notification of any subsequent changes in such Start Date.) Employers shall provide Numbers Matter with (1) a copy of a fully executed Covered Offer employment offer letter, or (2) execute a document between Employer, Numbers Matter and Prospective Employee that states material employment terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either Employer or Prospective Employee elect not to begin the employment relationship contemplated by the Covered Offer, Employer shall promptly notify Numbers Matter and the Prospective Employee shall not be eligible for any Prospective Employee Payment.

The Employer will owe Numbers Matter a Success Fee for any Covered Offer which is accepted by a Prospective Employee within twelve (12) months of the date on which the Employer first viewed the Prospective Employee on the Site, as defined above.

Timekeeping - Employer shall approve all electronic timesheets submitted by contractor within 24 hours of the agreed approval time. It is understood and agreed that Employer’s failure to edit, dispute or correct a timesheet within 24 hours of the approval deadline shall constitute approval of that timesheet and agreement to pay for the time reported.

For 180 days after the end of any Contractor Engagement, the Employer must use Numbers Matter to engage any contractor formerly provided through Numbers Matter, the Site and/or Service.

6.2 Success Fee Provisions

Notwithstanding the foregoing, in the event of a Success Fee dispute, if an Employer can establish that the Employer had an Active Process (as defined below) with the Prospective Employee before using our Site and Service (e.g., the Prospective Employee had already begun the interview process with the Employer and such process had not been terminated, or the Employer had received the Prospective Employee’s resume from an employment agency or headhunter and the Prospective Employee was under active consideration by the Employer), the Employer may be exempted from paying the Success Fee. However, the final determination as to whether a Success Fee is owed by the Employer for an accepted Covered Offer will be at the sole discretion of Numbers Matter. For the purposes hereof, “Active Process” shall mean continuous direct, back & forth communication, in an active recruiting or hiring context where a decision to put a candidate on hold or reject has not been made, within the three (3) months prior to using the Site or Service for a Prospective Employee that exists in Employer’s applicant tracking system or that was submitted by a recruiting agency.

IF YOU ARE AN EMPLOYER who is using our Site and/or Service, you agree to the Success Fee provisions. If you do not agree with any of the provisions of this Agreement, please terminate your account immediately and cease using Numbers Matter. YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

If an Employer circumvents our Site and/or Service after discovering a Prospective Employee through our Site or Service and subsequently hires that Prospective Employee within twelve (12) months of the date on which the Employer first viewed the Prospective Employee on the Site, the Employer will pay a Success Fee equal to 25% of the 1st year base salary or prorated contractor compensation of the Prospective Employee and Numbers Matter may, in its sole discretion, terminate the Employer’s account.

For Membership Employers

Employers accepted into our Membership program (individually a “Membership Employer” and collectively “Membership Employers”) will be charged an agreed upon monthly membership fee for the agreed upon number of months from the date of this Agreement (the “Membership Period”). During the Membership Period, the Membership Employer will be able to browse, Request, contact (through the Service) and extend Covered Offers to Prospective Employees listed on our Site and Service. Unless otherwise agreed in writing, all Covered Offers accepted within the Membership Period will be subject to no additional fees beyond the monthly membership fee.

Membership Employers are required to promptly notify Numbers Matter once a Prospective Employee has accepted a Covered Offer and notify Numbers Matter of the Start Date for such Prospective Employee (including prompt notification of any subsequent changes in such Start Date.) Membership Employers shall provide Numbers Matter with (1) a copy of a fully executed Covered Offer, or (2) execute a document between the Membership Employer, Numbers Matter and Prospective Employee that states material employment terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either the Membership Employer or Prospective Employee elect not to begin the employment relationship contemplated by the Covered Offer, the Membership Employer shall promptly notify Numbers Matter and the Prospective Employee shall not be eligible for any Prospective Employee Payment.

If a Membership Employer circumvents our Site and Service after discovering a Prospective Employee through our Site or Service and subsequently hires that Prospective Employee within twelve (12) months of the date on which the Employer first viewed the Prospective Employee on the Site, the Membership Employer will pay a Success Fee equal to 25% of the 1st year base salary or prorated contractor compensation of the Prospective Employee and Numbers Matter may, in its sole discretion, terminate the Membership Employer’s account.

Payment

Employer agrees to pay the Success Fees charged to Employer’s account in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable hereunder. An Employer choosing the Monthly Success Fee or the Membership option is required to complete the Numbers Matter Direct Debit Authorization Form allowing Numbers Matter to withdraw, debit or charge monthly payments from the Employer’s designated bank or credit card account(s). By accepting Numbers Matter’s Terms of Service, Employer agrees that Numbers Matter is authorized to immediately withdraw Success Fees due and payable to Numbers Matter hereunder from Employer’s account and that no additional notice or consent is required. Employer agrees to immediately notify Numbers Matter of any change in its billing address or any account information provided to Numbers Matter used for payment hereunder.

Changes In Fees And Billing Methods

Numbers Matter reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you.

Refunds

At Numbers Matter we value our customers’ satisfaction in using our Site and Service to hire great Prospective Employees. If (1) an Employer hires a Prospective Employee and terminates the Prospective Employee’s Employment based on unsatisfactory performance within ninety (90) days of the Start Date, (2) a Prospective Employee voluntarily terminates his or her Employment within ninety (90) days of the Start Date, or (3) Prospective Employee does not start Employment because either Employer or Prospective Employee elects not to begin the employment relationship contemplated in the Covered Offer (each, a “Termination Event”), upon written receipt and confirmation of such information, Numbers Matter will fully refund to the Employer the Upfront Success Fee related to the Prospective Employee who was the subject of the Termination Event if such Upfront Success Fee was paid by Employer prior to the Termination Event. In the event that the Employer was paying a Monthly Success Fee for the Prospective Employee who was the subject of the Termination Event, no refund shall be owed to the Employer; however, the Employer’s obligation to pay future Monthly Success Fees shall terminate as of the date on which the Prospective Employee’s Employment terminates. No refunds shall be provided for Conversion Upfront Success Fees or for Membership programs.


Limitations on Liability

Through Numbers Matter’s Site and Service users of Numbers Matter may be able to post content about third parties. Numbers Matter is not liable to third parties for any content that has been posted or viewed on Numbers Matter’s Site or Service. For your convenience, the following are some important details of this Agreement that affect your rights and remedies:

Our Site includes areas where Prospective Employees or Employers may post content about an individual or company. We are not responsible for the posting of this content;

We are not liable for any contracts, contractual obligations or any other obligations that may arise by statute or operation of law, resulting from any employment or commercial relationship, whether attempted or formalized, between Prospective Employees and Employers;

We are not required to or under any obligation to review, screen, edit, monitor, or remove any content posted on our Site, although we reserve the absolute right to remove, screen, or edit any content at any time and for any reason without any notice to you or any party affected;

We take no responsibility and assume no liability for any user content that is posted, stored, uploaded, or transmitted via the Site or the Service, or for any loss or damages that may occur because of such user content including, but not limited to defamation, slander, libel, falsehoods, obscenity, or profanity;

We take no responsibility and assume no liability for any claim, action, petition, demand for arbitration or lawsuit alleging injury or damage resulting from any use of the Site or Service, whether arising in tort or contract, law or equity;

You agree not to hold any other user of Numbers Matter liable for any negative or critical comments, except that you are not obligated to release any other user who submits content that violates any terms of this Agreement or other policies stated anywhere on our Site;

Numbers Matter is not liable under any circumstances to any user for any user content submitted, posted or transmitted by any other user, even if that content violates this Agreement or other policies stated anywhere on our Site, and Numbers Matter takes no action to remove that content or terminate that user’s account;

Your ability to use or interact with this Site is a privilege, not a right, and we reserve the right to take any action that we deem proper, without notice, to prevent any violation, enforce any provision, or rectify any alleged violations, of this Agreement or any applicable law at our sole discretion.

YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL NUMBERS MATTER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT NUMBERS MATTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY, RESULTING FROM (1) THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

UNDER NO CIRCUMSTANCES WILL NUMBERS MATTER BE LIABLE TO A PROSPECTIVE EMPLOYEE FOR MORE THAN THE GREATER OF (1) NUMBERS MATTER’s SHARE OF THE SUCCESS FEE PAID BY THE PROSPECTIVE EMPLOYEE’S EMPLOYER, OR (2) $100, AS A RESULT OF THE PROSPECTIVE EMPLOYEE’S USE OF THE SITE AND/OR SERVICE. IN NO EVENT WILL NUMBERS MATTER BE LIABLE TO AN EMPLOYER FOR MORE THAN NUMBERS MATTER’s SHARE OF THE SUCCESS FEES PAID BY THE EMPLOYER FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH EMPLOYER FIRST ASSERTS A CLAIM ARISING OUT OF OR RELATED TO AN EMPLOYMENT OFFER OR CONTRACTOR OFFER MADE BY EMPLOYER TO A PROSPECTIVE EMPLOYEE.


Intellectual Property Rights

The design of the Service along with Numbers Matter created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Numbers Matter, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Numbers Matter reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing any content contained within the Site or through the Service unless we have given you express written permission to do so.


Licensing to Numbers Matter

You hereby grant to Numbers Matter and its owners, affiliates, representatives, licensees, licensors and assigns (the “Numbers Matter Parties”) a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), service marks, trademarks and trade names through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything we may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, you waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section 9. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and we may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Numbers Matter at any time. By submitting any Content to us, you hereby represent and warrant that you own all rights to the Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to content from a variety of sources, and that Numbers Matter is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Numbers Matter. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Numbers Matter Parties with respect thereto, and agree to indemnify and hold the Numbers Matter Parties harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.


Disclaimer of Warranties

THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS, FOR YOUR INFORMATION ONLY. NUMBERS MATTER PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT, OUR SITE OR OUR SERVICE, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SITE AND/OR SERVICE, or NEGLIGENCE OR ANY OTHER TORT.

THE NUMBERS MATTER PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE AND/OR SERVICE WILL BE CORRECTED.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE.

THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN FULL TO YOU. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.


Dispute Resolution

Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from California law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Site or the Service.

Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

You and Numbers Matter must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR NUMBERS MATTER'S MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Numbers Matter will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) Numbers Matter also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.

The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 7 of this Agreement. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.

Notwithstanding the foregoing, either you or Numbers Matter may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in San Francisco County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in San Francisco County, California, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within San Francisco County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate

With the exception of the provision above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the provision prohibiting arbitration on a class or collective basis is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor the Company shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in San Francisco County, California. By using the Site or the Service in any manner, you agree to the above arbitration provision.

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.


Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, nuke war, zombie invasion, alien attack, insurrection, riots, terrorism, crime, flying sharks, labor shortages (including lawful and unlawful strikes), embargoes, end of the world (God preserve us), Trump election, postal disruption, Chinese coup, communication disruption, failure or shortage of infrastructure, E Corp hack, shortage of materials, or any other event beyond our control.


Severability, Headings

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Numbers Matter shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.


Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law will not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.


Termination

We may suspend the Service or your account or any other provision of services to you, and we may terminate this Agreement, at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate this Agreement, you may do so by notifying Numbers Matter at any time and closing your account for the Service. Your notice should be sent in writing, in accordance with Section 21 below. Termination of the Agreement may result in the immediate deletion of any or all of the Content. Numbers Matter will not have any liability whatsoever to you for any suspension or termination, including for deletion of the Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, success fee provisions, warranty disclaimers, indemnity and limitations of liability.


Assignment

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.


Notice

Where Numbers Matter requires that you provide an e-mail address, you are responsible for providing Numbers Matter with your most current e-mail address. In the event that the last e-mail address you provided to Numbers Matter is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Numbers Matter’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Numbers Matter at the following address: Numbers Matter, Inc., 68 Beekman Street, New York, NY 10023 ATTN: Legal. Such notice shall be deemed given when received by Numbers Matter by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.