Complaint Unlimited Fee AppliesCal. Super. - 6th Dist.March 1, 2021LAW OFFI ES OF KENNETH J. FREED KENNETH J. FREED, ESQ. (State Bar No. 125349] DAVID E. WEEKS, ESQ. (State Bar No. 190542] 14226 Ven=ura Boulevard Shermar. Qa.&s, California 91423 (818) 990-0888; (818) 990-1047 Facsimile KFREEDQKJFESQ.COM DWEEKSCKJFESQ.COM 6 AttorneYs for Plaintiff CREDITORS ADJUSTMENT BUREAU, INC. 7 Our F'le No. 6057325 8 SUPERIOR COURT OF CALIFORNZA, COUNTY QF SAN A CLARA 10 SAN JOSE COURTHOUSE, UNLIMITED CIVIL 11 CRELITORS ADJUSTMENT BUREAU, INC., 12 Plaintifi, 17 Defendant(s). 15 EXPERT STAFI"ING PARTNERS, INC,l and DOES 1 through 10, 16 Inclusive, ) CASE NO. ) ) ) ) COMPLAlNT FOR MONEY ) ) ) ) Demand of Complaint: ) $ 52 197 93 ) ) ) ) ) 20 Plaintiff alleges as follows: 21 22 DEFINITIONS AND PRELIMINARY ALLEGA1"IONS 1. As used herein, the term "Plaintiff's Assicnor" shall 23 refer to LINKED1N CORPORATION; 2. As used herein, the terms "the DEBT" and "said DEBT" 25 refer to the following sum: $ 52,197.93; 26 3. As used herein, the term "Due Date" refers to the 27 following date: April 3, 2020; 28 // 1 COMPLAINT FOR MQNEY Electronically filed by Superior Court of CA, County of Santa Clara, on 3/1/2021 12:00 AM Reviewed By:M Vu Case #21CV378044 Env #5930765 21CV378044 1 Prior to the commencement of this acti.on, the claims 2 herein sued upon were assigned to Plaintiff by tl-.e Plaintiff's 3 Assignor and Plaintiff is now the owner and nolder of such 4 claims; 5. Plaintiff is a corporation, duly organized and existing 6 under and by virtue of the laws of the State o California, and 7 is a collection agency; 8 6. The true names and capacities, whether individual, 9 corporate, associate or otherwise, of the Defendant(s) herein 10 designated DOES 1 through 10, inclusive, are unknown to 11 Plaintiff. Plaintiff will ask leave of. the Court to amend this 12 Complaint to show their true names and capa ities when 13 asce rained; 1.4 7. The obligations and claims sued upcn here.in were made l5 and oni:ered i.nio and aro due and payable in the above-mentioned 16 Judicial District, and County, State of Californ:ia, and are not 17 subject tc the provisions of Sections '1812.10 and 2984.4 of the 18 Cal.i.fornia Civil Code, and Section 395(b) of. the California Code 19 of C'vil Procedure; 20 8. At all times herein mentioned, the Defendant(s), and 21 eacn of them, were agents and employees of the other 22 Defendant(s), and were acting within the course and scope of such 23 agency and employment; 25 FIRST CAUSE OF ACTION (OPEN BOOK A COUKI'} (AS TO ALL DEFENDANTS) 26 9. Plaintiff repeats, realleges and incorporates herein by 27 reference paragraphs 1 through 8 as though fully set forth 28 herein; 2 COMPLAINT FOR MONEY 1 10. Nithin four years preceding the commencement of this 2 action, Defendant(s), and each of them, became indebted to 3 Plaintif 's Assignor in the amount of "the DEBT" for a balance 4 due on a book account for goods sold and delivered and/or 5 services rendered by Plaintiff's assignor to Defendant(s) at 6 Defendant's request. Said DEBT has not been paid although 7 payment has been demanded, and said DEBT is row due, owing and 8 unpaid, together with interest demanded on the due date; The DEBT sued upon herein was incurred on or after 10 January 1, 1987, and is subject to the provisions of the ll Califo nia Civil Code Section 1717.5 and th-t P aintiff i.s 12 entitled to be awarded attorney's fees pursuant to said section; 13 SECOND CAUSE OF ACTlON (ACCOUNT STATED) (AS TO ALL DEFENDANTS) 2. Pla.intiff repeats, realleges and incorporates herein by 16 reference paragraphs 1 through 8 as though fully set forth 17 here'; 18 13, Within four years precedi.ng the commencement of this 19 action, and account was stated by and betweer Plaint.iff's 20 Assignor and Defendant(s), and each of them, wherein it was 21 ascertained and agreed that said Defendant(s) owed said DEBT to 22 Plaint'ff's Assignor together with interest the eon at the rate 23 of ten percent (10%) per annum from the Due Date; 24 14. The DEBT sued upon herein was incurred on or after 25 January 1, 1987, and is subject to the provisions of the 26 California Civil Code Section 1717.5 and that P" aintiff is 27 entitled to be awarded attorney's fees pursuant to said section; 28 // 3 COMPLAINT FOR (4OKEY THIRD CAUSE OF ACTION {REASONABLE VALUE) (AS TO ALL DEFENDANTS) 15. Plaintiff repeats, realleges and incorporates herein by 4 reference paragraphs 1 through 8 as though fully set forth 5 her ir; 6 ":6. Within two years preceding the commencement of this 7 action Defendant(s), and each of them, became indebted to 8 Plaint''ff's assignor for the reasonable value of goods sold and 9 delivered and/or. services rendered by Plaintiff's assignor to 10 said De endant(s) at said Defendant's request. :he DEBT was and 11 i.s the reasonable value of said goods, and/or. services. No part 12 of said DEBT has been paid although payment has been demanded, 13 and said DEBT is now due, owing and unpaid together with interest 14 ti'.ereon a= the rate of ten percent (10'-.) per annum since demanded 1.5 on =i;e Due )gate; I6 17. The DEB'J'ued upon herein was incurred on or after 17 January 1, 1987, and is subject to the prov'si.ons of the 18 California Civil Code Section 1717.5 and that Plaintiff is 19 entitled to be awarded attorney's fees pursuant to said section; 20 21 22 FOURTH CAUSE OF ACTION (BREACH OF CONTRACTS) (AS TO ALL DEFENDANTS) 18. Plaintiff repeats, realleges and incorporat.es herein by 23 reference paragraphs 1 through 8 as though fu y set forth 24 herein; 25 19, Plaintiff's Assignor and Defendant(s) entered into 3 26 written agreements, a copy of which are attached hereto and 27 marked as Exhibits "1", "2" and "3" and incorpora"ed herein by 28 this reference as though fully set forth, wherein Plaintiff's COMPLAINT FOR MONEE 1 Assignor agreed to sell and deliver the goods andjor render the 2 services described therein to the Defendant(s), according to the 3 terms ard conditions stated therein, and Defendant(s), and each of "i.em agreed to pay therefore; 5 20. Within four years preceding the commencement of this 6 act'on, pursuant to said agreements, Plaint'ff's Assignor sold 7 and de ivered goods and)or rendered services to said 8 Defendant(s). Although demand for payment has been made upon the 9 Defenoant(s), said Defendant(s) has(have fa'":ed ard refused to 10 pay the DEBT, and the DEBT is now due, owing and unpaid, together 11 with interest thereon at thc rate of ten percent (10%) per annum 12 from the Due Date; 2'. Plaintiff's Assi.gnor has performed all conditions, 14 terms and obligations on its part to be performed; 22. Said agreements further provide that i.f legal acti. on be 16 taken to collect any sums due and ow:i.ng thereundc , Def'endant(s) 17 shal~ pay reasonable ati:orneys fees necessitated thereby. 18 Plaintiff has employed the Law Off:i.ces of KL'NNETH J. FREED to 19 prosecute this action, and thereby has pai.d, and will pay 20 attorneys fees for legal services rendered. Plaintiff thus 21, eouests this Court to award it reasonable fees according to 22 proof or according to this Court's reasonable fee schedule. 23 )WHEREFORE, Plaintiff prays for judgment against 24 Defendant(s), and each of them, as follows: 25 AS TO THE FIRST. SECOND AND THIRD CAUSES OF ACTION: 26 1, For the sum of 852, 197. 93, together with interest 27 thereon at the rate of ten percent (10'-.) per annum from April 3, 28 2020; 5 COMPLAIN FOR MONEY 1 2. For costs of suit herein; 3. For attorney's fees pursuant to California Civil Code 3 Sect'n 1717.5; and 4 4. For such other and further relief as the Court may deem 5 just and, proper. AS TO THE FOURTH CAUSE OF ACTION: 7 1. For the sum of $ 52,197.93, together with interest 8 thereon at the rate of ten percent (10-:) per annum from April 3, 9 2020; 10 2. For costs of. suit herein; 11 3, For reasonable attorney's fees; and 4. For such other and further relief as the Court may deem 13 jus" and proper. 14 DATED: F'ebruary 22, 2021 15 LAW OFFICE OF KENNETH J. FREED By; KEN At CR INC. AU, 21 22 23 24 25 26 27 28 6 COMPLAINT FOR MONEY 16 17 20 21 22 23 24 25 EXHIBIT "1" 27 28 7 COKPLAZNT FOR t4ONFY 10 ll 12 13 l4 15 l 18 l9 26 HI I H M I M E Docuei9n Envelope ID: FE468389-C938-4EFF-BTCF-2138A2ABA20C Unkedln 1000 West Maude Avenue rff Sunnyvale, CA 94065 Linked www.linkedin.corn Prlang Valid Through: March 22, 2019 Proposed by: Siri Chounlamany schounlamanyeilinkedin.corn CONTRACT CONTACT: John Adee Sold to Customer Expert Staffing Partners Inc. SILL Toi Flem« review the below Rising details and edit if necessary. Sill To Doing Su«lhasa Am ORDER INFORMATION Address: DH expertteam Expert staffing partnen Inc. 1205tafford St Ste 202 City/State/Zfp: Countin U ited States MA 01603-1460 Coiitrecl ¹.'glfng Period: Billing Method: Billing instructions: For Internal Only: C55575592-19 Invoice on Delivery Ihvolce Invoice on Delivery Email dhexpertteamoexpemstaffing.corn DS Phone: 974379.4059 ay initialing here. I «gtee that the won g d etage «re current and «ccorat«.L 5Hlp To: Expert Stsfflngpanners inc. Rep Region: Agency Name: Currency: Non-5«b Svm LTSWA-US.DETS.STFF-SMB.RM-SSS USD Ship To Oaing Business Am 120 Staffs rd St 5te 202 Worcester, MA 01603-1460 United States conoactstart Date': MarCh 3 8, 2019 Centrist End Data: 'Tsesisnd t /tlc merscnumowerrom ilia iselsm s/cases t mst n 0 teoriardemiamm cwa F mm/ prmecuuw" ummIITIBalm«ra smvgtm Product Namm Sponsored Upd. tes-Tal«nt 5olutions Product 5KU: SPUxk020.2402 Preduct Oascrlptkrr: 5poraored Updates for Talent Solutions With Sponsored Updsles, companies csn drive «war«ness, generate quality leads and busd elatlonshlps with quagty talent across sli deuaes, by degverfng relevant centent straight to the L inks din feec. Product Name: Pipeiine Bulbfer Pages Product SKU; PBLPXUIDO-1701 Preduct Oescriptieni A customltabie landing page that «0«we customers to promote their company/opportunities to a chesen target audience, and offers members a gghtwelght way to exprem mterese a~~ 56,000 12 51.00 SI,DD 536,000.00 SD.OD 50 00 ~rmsgw~ ~male«u. ~ ~worn~ SUB TOTAL ESTIMATED TAX" ESTRI/IATED ORDER TOTAL 536,000.00 50.00 536,000.00 Our records INDICATE th t «Purchase Drder Number may NOT be required for this orde . pl tm s nr/s pg nl/lml e~d rmo I n a« ingil s or If a Purchase Order tS required, please enter the Po Number. D«Y« r de ab t d I gth spplc bl t M arf hippim dd Ts t lit d ny deByinitiagnghere I onf mth tapurchaseordernumberisNOTrequired orif LILB a I ly m at di I I t d th n rs - Y Ii flnth 6 Itmlt PurchaseorderNambe islistedABDUE Ic nflrmthatitiscurrent ndaccurate. JDII, ifm tth h fi 4 sa d ydff I Ih, tf Id II M f 'F« t I tdl«AZCDCIFI,HIKINIusMNNE,IMNINYNCOHPATNTXUTYTWA dwl,ukd Yh q dt h g I t ! nl pea tt rnl Iatesdl t I .A y pplicsbl safest d g ia pp I tely Yo f dl .F r I I t d notherststss,v t t d/ I igo t yme I Y t sp nr p h dp Y Linkedln Confidential and Propriemry Rev. September 2016 DocuBign Envelope(D: FE488389-C938-4EFF-B7CF-2138ARABA20C C~ Iay I: 55 DW US dc pic~ t ch dkcmtc d, 5 kwf T f N -USC tame: omdc d aa kwf T f a ly Ukdl 5 'm d th'm F 5 dbyth Ukdf Sb pt AS Mbt th pnl ("IEA"),th t f h h* I~mMIM tl ode F Th 5 PT if bfaathttp urha fbaap l~ -paaf I pplyt 5 a rtath aa ttl peas 5 hi I dad pth od F hp th t Imah e ~ t dl t th'm FF Pt w dm tl IFIL5 'nh M d th od F Ibf d f dbl Ifukdl I dl W,Ukmb 5 C~ ft dl nfl p ttth 5f d th. d t\t dua .U k dl Sl CLR y PS p t ittmf d. Fm d mab Nl tp'I I 5 Sa I ppS bl* I b Malta t I tth d aafp hCu MI TM pit ~ t bll'm d tu f tl Ithl kdl d Sl tdyukdl f yn I '\I tl I'~mmdh th Py tTe b e. Add- m I M thtl '5 tl 5 I NNIEDY REPINFENT DIAT: (I(I AM AN AUTHoetTED FIGNATDRY Foe cUSfoMESRD( I NAYS READ AND AGREED To TNE TERMS of INI5 DADER FDAM; AND (all EYNSNINR TNIF DSDER FoRM, I A M ENTERINEINI'0 A IESALLY NNDINS CONNIACT. ~8(885uama. EISA«ture: ) Tf'Ae( V8 Name: ~emksffcfcca(55 ~SELTFpl Astanfuttuansmepatfamnae Eianature: ] ~ 8'~) )Y'ame: k-35(hmime55mfee(8 3 r sr. Revenue Analyst 18 March 2019 Tit(e: [OSIS; 18 March 2019 Ilate.'icepresident of Business Developm Sngim Linkedln Confidential and Proprietary Rev. septembe. 2816 Linkedf5 LINKEDIN SUBSCRIPTION AGREEMENT This Linkedln Subscription Agreement ("LSA"), governs any ordering document executed by the customer identified in that ordering document { "Customer" ) and the Linkedln company identified in that ordering document ("Linkedln"). This LSA, the applicable ordering document, and any other incorporated terms, comprise the complete understanding between the parties onthe subject matter ("Agreement"). 1. ORDERING 1 1. Ordering 5ervices. Customer may access and use the subscdiption and advertising services offered via Linkedin's websites to the extent and for the term stated in the ordering document ("Services"). Customer may allow its Affiliate to order Services under the terms of this LSA only if Customer informs Unkedln in writing of the specific Affiliat authorized to do so. That authorized Affiliate will be (a) deemed a "Customer" for that order only; and (b) jointly and severally liable with Customer for its use of the Services and compliance with the Agreement. "Affiliate" means an entity that Controls, is Controlled by, or is under common Control with, a party. "Control" means direct or indirect ownership of (i) more than 50% of an entity's voting interest; or (ii) the right to receive more than fifty percent(50%) of an entity's profits. 1.2. Payment and Taxes. Customer will pay the fees for the Services in accordance with the payment terms stated in the ordering document. Customer's purchases are non-cancelable and payment for Services is non-refundable, except as otherwise stated in this LSA. Customer will pay or reimburse Linkedln for all federal, state, and local taxes, including sales, use, gross receipts, VAT, levy„GST, or similar transaction taxes imposed on Customer's purchase of Services, unless Customer provides Unkedln with a valid tax exemption certificate. All taxes payable by Customer will be separately stated and exclusive of the fees. Customer will have no liability for taxes that are statutorily imposed on Linkedln, including taxes or fees measured by Linkedln"s net or gross income. 2. RESPONSIBILITIES 2 2. Use of Servkes. Linkedin shall provide Customer access to the 5ervices in accordance with the Agreement. Customer will use the Services solely for its intended purpose, and as outlined in i.inkedln's service-specific terms httos://leeal.linkedin.corn/service-soecific-terms ("Service Terms"). Unless otherwise stated in the Agreement, onlyCustomer-designated employees and contractors are authorized to use the Services ("Customer User" ) and must be aMember when accessing Services through linkedln.corn. A "Member" is an individual who signs-up to use ljnkedln's services under Linkedln's user agreement, currently available at https://www.linkedln.com/leftal/user-aareement, as amended by Linkedln from time to time ("User Agreement"). The terms of the User Agreement are incorporated into this ISA. Customer will ensure that Customer Users comply with the User Agreement when using the Service within the scope of their employment. Customer may only use the Services for Customer's internal use. Customer will not provide access to the Services to anythird party, except that Customer may allow its Affiliates to access and use the Services if Customer is fully liable for itsAffiliates'se of the Services and compliance with the Agreement. Customer will promptly and without undue delay notify Linkedln upon learning of any unauthorized use of the Services or any other breach of security related to the Services. Customer may use information about Members that it collects in connection with its use of the Services only as needed for use of the Services and as expressly permitted in this LSA. Linkedln may communicate to Customer Users about the Services, including how to use the Services. 2.2. Provision of Services. Customer is responsible for providing Linkedln with the information necessary for Linkedln to provide the Services, Customer is solely responsible for the accuracy, quality and legality of such information. If a 5ervice must integrate with third-party systems or applications used by Customer (e.g. an applicant tracking system, "ATS" or a customer relationship management system, "CRM"), Customer is solely responsible for the integration and related activities. Linkedln disclaims any and all liability for the use of third-party systems or applications residing outside Linkedln's systems. 2.3. Data Protection. If Linkedin processes Personal Data (as defined in Section 1 of the DPA) on behalf of Customer pursuant to Linkedln Confidential and Propnetary Last Updated: Angus. 14, 201S this Agreement, then Linkedln and Customer will comply with the terms of the Linkedin Data Processing Agreement, currently available at https://legal.linkedin.corn/dpa ("DPA"), the terms of which are incorporated into this LSA. 24. Compliance with Laws. The pa*les will comply with all applicable Data Protection Requirements (as defined in Section 1 of the DPA) and all international, federal, state, provincial and local laws relating to (a) corruption practice, bdibery, and acts contrary to the public administration including the US Foreign Corrupt Practices Act of 1977, 1S U.S.C. 5 73dd-1, et seqd and (b) discrimination against employees or job applicants based on race, color, religion, sex, national origin, veteran status or disability. Linkedln is enrolled in the U.S. Department of Homeland Security's E-Verify program regarding the immigration and employment eligibility of newly hired employees. CONFIDENTIAL INFORMATION 3.1 Definition. "Confidential Information" means any information disclosed under the Agreement that(a) if tangible, is clearly marked as "Confidential" or with a similar designation; (b) if intangible, is identified as "Confidential" by discloser at the time of disclosure and confirmed in writing to recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g. pricing, non-public Personal Data, etc.). Confidential information does not include any portion of the information that recipient can prove (a) was rightfully known to recipient before receipt from discloser; (b) was generally known to the public on the Effective Date; fc) becomes generally known to the public after the Effective Date, through no fault of recipient; (d) was received by recipient from a third party without any confidentiality obligation; or (e) was independently developed by recipient without breach of this Section 3. 3.2 Limited Use and Nondisclosure. Recipient will (a) use Confidentiai information only for the purposes of furthering the business relationship between the parties; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; (c) not disclose Confidential Information to any third party except (1) to Affiliates or employees, students, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this LSA or (2) as required by law; and (d) not modify, reverse engineer, decornpile, create other works from, or disassemble any Confidential Information, to the extent applicable, unless authorized in writing by discloser. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP. No right, title or interest in any intellectual property right transfers to the other party, except for the limited rights stated in the Agreement. Customer is not obligated to provide Linkedln or its Affiliates with any suggestions, enhancement requests, or other feedback about the Services or related technology. However, if Customer does provide any feedback to Linkedln, Linkedln may use and modif'y it without any restriction or payment. TERM AND TERMINATION Term. This LSA is effective on the date the first ordering document is executed by Customer and Linkedln ("Effective Date" )and remains in effect until terminated. Termination and Suspension. Either party may terminate this LSA or an ordering document if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. Linkedln may suspend Customer's access to the Services if Customer is in breach of the Agreement and the suspension will continue for as long as reasonably necessary for Customer to remedy the breach. If all ordering documents under this LSA have expired or been terminated, then either party may terminate this LSA for convenience by providing written notice to the other party. Effect of Termination. Termination of this LSA or an ordering document will not relieve Customer from its obligation to pay Linkedln any fees stated in an ordeding document, excluding termination by Customer for Linkedln's uncured material breach of this LSA. If Custoiner terminates this LSA or an ordering document because of Linked ln's uncured material breach, Linkedln will refund a pro-rata share of any pre-paid fees under the applicable ordering document. Customer will notify Customer Users that their access to the applicable Services has terminated and Linkedln may remove or discard all content that Customer uploaded or otherwise made available to Linkedln in accordance with Linkedln's DPA and policies. Termination of an ordering document does not terminate this LSA; however, termination of this LSA will result in the Linkedln Confidential end Proprietary Last Updated: August le, 2018 immediate termination of all ordering documents. The provisions of this LSA that by their nature extend beyond the termination of this LSA will survive termination. LIMITED WARRANTY; DISCIAIMEIL Linkedln makes no representation or warranty about the Services, including any representation that the Services will be uninterrupted or error-free. To the fullest extent permitted under applicable law, Linkedln disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose. INDEMNIFICATION 7L1 Indemnification Scope. Linkedin will defend and indemnify Customer, its Affiliates, and their respective directors, officers and Customer Users from and against all third-party claims to the extent resulting from or alleged to have resulted from (a) the Services'nfringement of a third party's intellectual property right; or (b) Linkedln's material breach of the Agreement. Customer will defend and indemnify Linkedln, its Affiliates, and their respective directors, officers and employees from and against all third party daims to the extent resulting from or alleged to have resulted from (y) the infringement of a third party' intellectual property right by any content, data or other information uploaded into Unkedln's system or otherwise provided by Customer; or (z) Customer's matedial breach of the Agreement. 7.2 Indemnification Procedures. Each party will promptly notify the other in writing of any third-party claim. The indemnifying party will (a) control the defense of the claim; and (b) obtain the other party's prior written approvai of the indemnifying party's settlement or compromise of a claim. The indemnified party will (y) not unreasonably withhold or delay its approval of the request for settlement or compromise; and (z) assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party's expense. LIMITATION OF UABIUTY Damages Waiver. Subject to Section B.3, to the fullest extent permitted by law, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages. Linkedln will be liable for Personal Data Breaches {as defined in Section 1 of the DPA) that result from Linkedin's negligence, gross negligence, intentional misconduct or fraud. Liability Cap. Subject to Section B.3, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for an amount that exceeds the total fees paid or payable to Linkedln during the 12-month period before the event giving rise to the liability. Exclusions, The limitations of liability stated in sections 8.1 and 8.2 do not apply to a party's (a) confidentiality or indemnification obligations; (b) liability for fraud, gross negligence or intentional misconduct; (c) liability for death or personal injury; (d) violation of the other party's intellectual property ffights; or (e) liability for a personal Data Breach caused by Linkedin'egligent acts or omissions. DISPUTE RESOLUTION. If an issue arises under the Agreement and the applicable ordering document was signed by (a) Linkedln Corporation, then the Agreement is governed by the laws of the State of California, and any action or proceeding (including those arising from non-contractual disputes or claims) related to the Agreement will be brought in a federal court in the Northern District of California; (b) Linkedln Ireland Unlimited Company, then the Agreement is governed by the laws of Ireland, and any action or proceeding (including those arising from non-contractual disputes or claims) related to the Agreement will be brought ir, Dublin, Ireland; or (cj Linkedln Singapore, then the Agreement is governed by the laws of Singapore, and any action or proceeding related to the Agreement will be brought in Singapore. Each party irrevocably submits to the jurisdiction and venue of the applicable courts. The prevailing party in any litigation may seek to recover its legal fees and costs. MISCELLANEOUS. If a conflict exists between any of the terms in the Agreement, then the ordering document will goverru followed by the DPA, this LSA, the Service Terms, and finally the User Agreement. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter oi the Agreement, other than as stated in the Agreement. Notices will be provided in writing and delivered by commercial Linkedln Confidentiai and Propr etary Last Updated. August 14, 2018 overnight courier to the address of the other party stated on the ordering document, unless otherwise stated in the Agreement. Notices are effective on the date of delivery as indicated in the records of the courier. The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. Neither party will assign the Agreement in whole or in part without the other party's prior written consent (which consent wig not be unreasonably denied, delayed or conditioned}, except to an Affiliate or a successor that is not a competitor of the non-assigning party, made in connection with a merger or sale of all or substantially all of a party's assets or stock. Any attempted assignment in violation of this restriction is void. The Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Customer will provide Linkedln written notification if Customer is purchasing Services through a Linkedin approved agency. If Customer is an agency binding a client under this LSA, Customer (a) represents and warrants that it has the authority to bind the client under this LSA; (b) will notify Linkedln in writing of the name and address of its dient that will access and use the Services; and (c) remains jointly and severally liable for all of Customer's obligations under the Agreement. If the Agreement is translated into a language other than English, the translation is for convenience oniy, and the English language version will govern. Linkedln may remotely monitor Customer's use of the Services to ensure compliance with the Agreement. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties'ntentions and the remaining provisions will not be affected. The parties may amend the Agreement only in a written amendment signed by both parties, except for the UserAgreement and Service Terms, which may be modified in accordance with their terms. If this LSA will be executed then it can be executed electronically and in counterparts, each of which is deemed to be an original and together comprise a single document. Each party represents and warrants that the individual binding a party under this LSA is authorized to do so. Linkedln Contidentiai and Proprietary Lant Updated: Auau t 14, 20 8 17 20 21 22 23 25 26 EXHIBIT "2" 27 28 8 COMPLAINT :.OR MONEY 10 ll 12 l3 14 15 16 l 18 l9 24 HI I n PLAI F ONE DocuSign Envelope ID: BCA16428-2F59-4009-8846-7368839C660A Linkedln Pricing Valid Through: June 14, 2019 Linked[5. 1000West MaudeAvenue Sunnyvale, CA 94085 Phone: 650.687.3600 Fax: 1 650.429.2122 www.linkedin.corn Proposed by: 5in Chounlamany schouniamanyelinkedin.corn CONTRACT CONTACT: John Adee Sold to Customer Expert Staffing Partners Inc. BILL TO: BiB To Doing cosiness As: please re 'ew the below Billing details and eet if necessary. ORDER INFORMATION conwo: John Adee Address: Oty/State/Jlpr Co ntry: Expertstsv!ngPartnem Inc. 120 St:toof St Sts Tm United States MA 01603-1460 Contram 4: Billing Periad: Billing Method: Billing Instruchons: Forlnternal Only: C55840265.19 Ctuarterly invoice loon.adeenexpart-staffl g.cornEmail Da Phone: 978.3794059 By Initiogng here, I agree that the aging d stags «re current ond accurateL~ Sfflp To: Expert Staffing Partners inc. 5hip To Doing Business Asr 120 Stafford St Ste M 2 Type'ep Region: Agency Name Currency: Add-Dn Non Co.Term LTS.NA-US.DET5-5TFF.SMB-RM-585 USD Worcester, MA 01 603.1460 United 5tates contract stan oats: Cant sct End Date: n7eswendwe Jrscrrmrw rhecmr Fo weirthrlorer /mrco I rsnn Dotso tcrdor rswrhsc u Fern!roar ere ted" urrmagsmmaslovssmul„ Product Name; Career Pages- Staffing: Basic PraductsKii; LCPTBLDXX-1601 product omcrlprim: Custom content on 1 nkedln company prof le page. tncludes! prefened placement on company page far custam content, careers tab, customirable modules on the careers tab. 12 month package indudes USD 12K traffic dr ver budget I-rlflDK impresdonsf, 2 views, standard analytics Ag Career page "traffic driver" ad impressions launch within 9ll days from the mntract start date using sonai ad units and targeting generated by Lmkedln ao~ ~III ~FBTY 1 15 ~rmgm~ ~wnee~ eaw S2D,OJD.DD 525,DDD.DD S25,00000 Praduct Name Job Sk ts Product5KIU Jcgsulcoii-1601 P oduct Dose iption: Resemsd annual fob posting with ability ta chang, update, re oveon dem nd. 51900 00 SJ 875 Do 59 375 00 Produm Name: Recru!te Prcfesslo al Services Iwith Talent Pfp linel ProductsKUr RPSTPIIDDII.1601 Product Descriptron U kadln Recm ter Professional account with team cogaborstia,audihng, a d network saa ch capabilit as. Includes 100 InMails per lrcanse pe month. 53,895.00 S4,668.75 514,606 25 SU8 TOTAL ESTIMATED TAXo ! ESTIMATED ORDER TOTAL S48,981.25 3912.89 549,894. 14 Linkedln Confidential and Propdietary Rev. September 2016 DocuBign Envelope ID: BCA1 BA28-25594009-8646-73688390650A our records INDIcAYU e at a ptschsse order Number may NOT be required for this order. ch khn:ify p yl t Ym mptr pirm th«s y/gas se ni/IM s~d m II I t Y indi R dl. If a purchase ordm is required, pit«Ye enter the po Number Da By initfalil g h re, I co grm that a Purchase Order number fs bioy required, or lf Purchase Order Number is iistml A~BE I cunorm that it is current a d accurate 3'tI Cce pm«mt T Sa Dm Us~ c d c~o r chmk.c Wit o d, s kvl T Ns N -USC«« t Dmhmm B kus T N lv Y M et t d isth ppl bit I f P dspigmd Th tmltd y «d f I ly «mst di I I I d t s «p Y ' gmlcnth fl It rltmss n firn tth trna fi if g d wetmt If ~mtm thi d f F «rm s fact d Az.co.cr,Fl,ts,lhM,MA,sei,NE,NM.NI,HV,NC,OH,PA,TN,TAUT,VT,WA dwf,ukd yb q dtach s I t vs d p tt nntt dl t I .Aypps bl I t hmm lisps M ti.y y find .F « I lsdi«h n«,y «tend/ I Ig I wrmv v t pny p h dpy el ldrln- ~sffsef Likdl 5 peddm~th od F, g dbyth I Mdl sb pt Ag mbt th pn (IEAfth tm I h I n mM I th od F .Th Se T I hi thttp//Imst.snmm / rm-p Y-I pplymc~ t the « tth p dil 5 I d dl theo d F,th tame h'h ~ t dnt thsod F' pt p dm I th iss, 5 p d d d thl O d F I bl a d M d bf . Fm «d lsb «knp [I ihdl g y ppli bl I b ddi t f tth t fp h loom pit d t hillis d tnlf «MUkdl d II tifyUkdl f y d 'thlth tl psdd tfnb U fy tTs b ~ lffngm Iesdgr@TlmlYrr slgnatur»', LY4fassvfm~ Marshia Escobar M lpisssl dmgelestRONEM NRFRGPPNGN Sig-W t ( ~ Vu. ~A/gdeecsco,Ndltte: Titlei V4ce President Df sus1ness Developfggfggim Senior Manager, Revenue Racagnftion ione G, 2clgDdte: 07 gune 2019 Date: I HOUISY MP RESENT THAT: flf I AM AN At«HO Rl RED SIBNATOlty FOR C «STD M Eel fit) I HAVE'l YAP AND AGMED To THE TERMS OF THI5 ORDER Follltl; AND 1 Elf SV SIGNING IHN ORDER f0RM, I AM ENIERI NB INTO A IEDUM luNOING CONTRACT. Linked f n Confidential and Proprietary Rev. September2016 Linked gl. LINKEDIN SUBSCRIPTION AGREEMENT This Linkedln Subscription Agreement ("LSA"), governs any ordering document executed by the customer identified in that ordering document ("Customer" ) and the Linkedln company identified in that ordering document ("Linkedln"). This LSA, the applicable ordering document, and any other incorporated terms, comprise the complete understanding between the parties on the subject matter ("Agreement"). 1. ORDERING 1.1. Ordering Services. Customer may access and use the subscription and advertising services offered via Linkedln's websites to the extent and for the term stated in the ordering document ("Services"). Customer may allow its Affiliate to order Services under the terms of this LSA only if Customer informs Linkedln in writing of the specific Affiliate authorized to do so. That authorized Affiliate will be (a) deemed a "Customer" for that order only; and (b) jointly and severally liable with Customer for its use of the Services and compliance with the Agreement. "Affiliate" means an entity that Controls, is Controlled by, or is under common Control with, a party. "Control" means direct or indirect ownership of (i) more than 50% of an entity's voting interest; or (ii) the right to receive more than fifty percent (50%) of an entity's profits. 1.2. Payment and Taxes. Customer will pay the fees for the Services in accordance with the payment terms stated in the ordering document. Customer's purchases are non-cancelable and payment for Services is non-refundable, except as otherwise stated in this LSA. Customer will pay or reimburse Linkedln for all federal, state, and local taxes, including sales, use, gross receipts, VAT, levy, GST, or similar transaction taxes imposed on Customer's purchase of Services, unless Customer prowides Unkedln with a valid tax exemption certificate. All taxes payable by Customer wiil be separately stated and exclusive of the fees. Customer will have no liability for taxes that are statutorily imposed on Linkedln, including taxes or fees measured by Linkedln's net or gross income. 2. RESPONSIBILITIES 2.1. Use of Services. Linkedln shall provide Customer access to the Services in accordance with the Agreement. Customer will use the Services solely for its intended purpose, and as outlined in Linkedln's service-specific terms ~htt s://legal.)inkedin.corn/service-specific-terms ("Service Terms"). Unless otherwise stated in the Agreement, only Customer-designated employees and contractors are authorized to use the Services ("Customer User" ) and must be a Member when accessing Services through linkedln.corn. A aMember" is an individual who signs-up to use Linkedin's services under Linkedin's user agreement, currently available at httos://www.linkedin.corn/legal/user-agreement, as amended by Linkedln from time to time ("User Agreement" ). The terms of the User Agreement are incorporated into this LSA. Customer will ensure that Customer Users comply with the User Agreement when using the Service within the scope of their employment. Customer may only use the Services for Customer's internal use. Customer will not provide access to the Services to any third party, except that Customer may allow its Affiliates to access and use the Services if Customer is fully liable for its Affiliates'se of the Services and compliance with the Agreement. Customer will promptly and without undue delay notify Linkedln upon learning of any unauthorized use of the Services or any other breach of security related to the Services. Customer may use information about Members that it collects in connection with its use of the Services only as needed for use of the Services and as expressly permitted in this LSA. Linkedln may communicate to Customer Users about the Services, including how to use the Services. 2.2. Provision of Services. Customer is responsible for providing Linkedln with the information necessary for Linkedln to provide the Services. Customer is solely responsible for the accuracy, quality and legality of such information. If a Service must integrate with third-party systems or applications used by Customer (e.g. an applicant tracking system, "ATS" or a customer relationship management system, "CRM"), Customer is solely responsible for the integration and related activities. Linkedin disclaims any and all liability for the use of third-party systems or applications residing outside Linkedin's systems, 2.2. Data Protection. If Unkedin processes Personal Data (as defined in Section 1 of the DPA) on behalf of Customer pursuant to Lwkedln Confidential and Proprietaly Last updated: August te, ZQ" 8 this Agreement, then Linkedln and Customer will comply with the terms of the Linkedln Data Processing Agreement, currently avaiiab!e at https://legal.linkedin.corn/dpa ("DPA"), the terms of which are incorporated into this LSA. 2.4. Compliance with Laws. The parties will comply with all applicable Data Protection Requirements (as defined in Section 1 of the DPA) and all international, federal, state, provincial and local laws relating to (a) corruption practice, bribery, and acts contrary to the public administration including the US Foreign Corrupt Practices Act of 1977, 15 U.S.C. 0 78dd-l, et seqd and (b) discrimination against employees or job applicants based on race, color, religion, sex, national ongin, veteran status or disability. Linkedln is enrolled in the U.S. Department of Homeland Security's E-Verify program regarding the immigration and employment eligibility of newly hired employees. CONFIDENTIAL INFORMATION 3.1 Definition. "Confidential Information" means any information disclosed under the Agreement that (a) if tangible, is clearly marked as "Confidential" or with a similar designation; (b) if intangible, is identified as "Confidential" by discloser at the time of disclosure and confirmed in writing to recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g. pricing, non-public Personal Data, etc.). Confidential Information does not include any portion of the information that recipient can prove (a) was rightfully known to recipient before receipt from disclose r; (b) was generally known to the public on the Effective Date; (c) becomes generally known to the public after the Effective Date, through no fault of reCipient; (d) was received by recipient from a third party without any confidentiality obligation; or (e) was independently developed by recipient without breach of this Section 3. 3.2 Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information only for the purposes of furthering the business relationship between the parties; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; (c) not disclose Confidential information to any third party except (1) to Affiliates or employees, students, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this LSA or (2) as required by law; and (d) not modify, reverse engineer, decompile, create other works from, or disassemble any Confidential information, to the extent applicable, unless authorized in writing by discloser. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP. No right, title or interest in any intellectual property right transfers to the other party, except for the limited rights stated in the Agreement. Customer is not obligated to provide Linkedln or its Affiliate with any suggestions, enhancement requests, or other feedback about the Services or related technology. However, if Customer does provide any feedback to Linkedln, Linkedln may use and modify it without any restriction or payment. TERM AND TERMINATION Term. This LSA is effective on the date the first ordering document is executed by Customer and Linkedln ("Effective Date" ) and remains in effect until terminated. Termination and Suspension. Either party may terminate this LSA or an ordering document if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. Linkedln may suspend Customer's access to the Services if Customer is in breach of the Agreement and the suspension will continue for as long as reasonably necessary for Customer to remedy the breach. If all ordering documents under this ISA have expired or been terminated, then either party may terminate this LSA for convenience by providing written notice to the other party. Effect of Termination. Termination of this ISA or an ordering document will not relieve Customer from its obligation to pay Linkedln any fees stated in an ordering document, excluding termination by Customer for Linkedln's uncured material breach of this LSA. If Customer terminates this LSA or an ordering document because of Linkedln's uncured material breach, Linkedln will refund a pro-rata share of any pre-paid fees under the applicable ordering document Customer itvill notify Customer Users that their access to the applicable Services has terminated and Linkedln may remove or discard all content that Customer upioaded or otherwise made available to Linkedln in accordance with Linkedin's DPA and policies. Termination of an ordering document does not terminate this LSA; however, termination of this LSA will result in the Linkedln Confidentiai and prop rietao Last Updated. August 14. 2018 immediate termination of all ordering documents. The provisions of this LSA that by their nature extend beyond the termination of this ISA will survive termination. LIMITED WARRANTT; DSCIAIMER. Linkedln makes no representation or warranty about the Services, including any representation that the Sendices will be uninterrupted or error-free. To the fullest extent permitted under applicable law, Linkedln disclaims any implied or statutory warranty, including any implied warranty of title, non infringement, merchantability or fitness for a particular purpose. INDEMNIFICATION Indemnification Scope, Linkedln will defend and indemnify Customer, its Affiliates, and their respective directors, officers and Customer Users from and against all third-party claims to the extent resulting from or alleged to have resulted from (a) the Services'nfringement of a third party's intellectual property right; or (b) Linkedln's material breach of the Agreement. Customer wili defend and indemnify Linkedln, its Affiliates, and their respective directors, officers and employees from and against ail third-party claims to the extent resulting from or alleged to have resulted from (y) the infringement of a third party' intellectual property right by any content, data or other information uploaded into Linkedln's system or otherwise provided by Customer; or (z) Customer's material breach of the Agreement. Indemnification Procedures. Each party will promptly notify the other in writing of any third-party claim. The indemnifying party will (a) control the defense of the claim; and (b) obtain the other party's prior written approval of the indemnifying party's settlement or compromise of a claim. The indemnified party will (y) not unreasonably withhold or delay its approval of the request for settlement or compromise; and (z) assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party's expense. LIMITATION QF LIABIUTY 8,1 Damages Waiver. Subject to Section 8.3, to the fullest extent permitted by law, neither party, induding its respective Affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages. Linkedln will be liable for Personal Data Breaches (as defined in Section 1 of the DPA) that result from Linl&edln's negligence, gross negligence, intentional misconduct or fraud. Liability Cap. Subject to Section 8.3, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for an amount that exceeds the total fees paid or payable to Linkedln during the 12-month period before the event giving rise to the liability. Exclusions. The limitations of liability stated in sections 8.1 and 8.2 do not apply to a party's {a) confidentiality or indemnification obligations; (b) liability for fraud, gross negligence or intentional misconduct; (c) liability for death or personal injury; (d} violation of the other party's intellectual property rights; or (e) liability fora personal Data Breach caused by Linkedln'egligent acts or omissions. DISPUTE RESOLUTION. If an issue arises under the Agreement and the applicable ordering document was signed by (a) Linkedln Corporation, then the Agreement is governed by the laws of the State of California, and any action or proceeding (including those arising from non-contractual disputes or claims) related to the Agreement will be brought in a federal court in the Northern District of California; (b) Linkedln Ireland Unlimited Company, then the Agreement is governed by the laws of Ireland, and any action or proceeding (including those arising from non-contractual disputes or claims) related to the Agreement will be brought in Dublin, Ireland; or (c) Linkedln Singapore, then the Agreement is governed by the laws of Singapore, and any action or proceeding related to the Agreement will be brought in Singapore. Each party irrevocably submits to the jurisdiction and venue of the applicable courts. The prevailing party in any litigation may seek to recover its legal fees and costs. MISCEIIANEOUS. If a conflict exists between any of the terms in the Agreement, then the ordering document will govern, followed by the DPA, this LSA, the Service Terms, and finally the User Agreement. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Agreement, other than as stated in the Agreement. Notices will be provided in writing and delivered by commercial Linkedln Confrdentrai ard Proprietary Last Updated August 1A zoia overnight courier to the address of the other party stated on the ordering document, unless otherwise stated in the Agreement. Notices are effective on the date of delivery as indicated in the records of the courier. The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. Neither party will assign the Agreement in whole or in part without the other party's prior written consent (which consent will not be unreasonably denied, delayed or conditioned), except to an Affiliate or a successor that is not a competitor of the non-assigning party, made in connection with a merger or sale of all or substantially all of a party's assets or stock. Any attempted assignment in violation of this restriction is void. The Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Customer will provide Linkedln written notification if Customer is purchasing Services through a Linkedln approved agency. If Customer is an agency binding a client under this LSA, Customer (a) represents and warrants that it has the authority to bind the client under this LSA; (b) will notify Linkedln in writing of the name and address of its client that will access and use the Services; and (c) remains jointly and severally liable for all of Customer's obligations under the Agreement. If the Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern. Linkedln may remotely monitor Customer's use of the Services to ensure compliance with the Agreement. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties'ntentions and the remaining provisions will not be affected. The parties may amend the Agreement only in a written amendment signed by both parties, except for the User Agreement and Service Terms, which may be modified in accordance with their terms. If this LSA will be executed then it can be executed electronicaliy and in counterparts, each of which is deemed to be an original and together comprise a single document. Each party represents and warrants that the individual binding a party under this LSA is authorized to do so. Liakedln Cunfidentrai aud arupnetarr Last Updated: August 14, Zcia 16 17 18 20 21 22 23 24 25 26 EXHIBIT "3" 9 COMPLAINT FOR MONEY 10 ll 12 l3 14 15 l l9 27 28 HI I H PLAI ONE Dccu6ign Envelopn ID: 2EE64C96-2A64-4BDR-AODE-AEEDBB402510 Linkedfn 1060 West Maude Avenue & Sunnyvale, CA 94085Linked Fax: 1.650.429.2122 www.linkedin.corn Prmlng Valid Th toughs rune 14. 2019 Proposed by: Siri Chounlamany schounlamanyedinkedkn.corn CONTRACT CONTACT: fohn Adee Sold to Customer Expert Staffing Partners Inc. Bill Tnr Please rew'mu the below aging details and edit If necessary. Bill Ta Doing Business As: Contact'Hexpefte m ORDER INFORMATION Contract ft. C54919909-18 Address: Ewsart staffing Partr ers Inc. 1205taffo 4 St Ste 202 Btglng Period: Billing Methedr Billing Instructions: Quarterly invoice uforcester Countm u ried star s 01603-1460 For Int mal Only'. Email dhexpertteamoexpert-stamng.corn De phone: ()u Bv inhis ling hate, I sgtee Ihat the BiNng detail ~ sre curmnt and accurate\~ SHIP TO; Exlrert Staffing Part new Inc. 5hlp To Dalng Businms Asr 120 Stafford St Sta 202 Tylt e: Rap Region: Agency Name. Cunancy Renewal LTS-NA-US.DET5-5TIF-SMB-RM-505 USD Worcester, MA 01603.1430 united States cantract start oaten 5eptemba r I9,2019 Contract End Dater 5eptember 18, 202D "Tnrsmesarrs/them xusmrl sore rsnn ss tssiuws/tbecs nihn D tso tssa nrhwrarcu F ml Alive» vnmltmustameslllnr'roduct Names iafr Slots Product SKU TOBSUIDDD.2601 Produce oescriptianl Reserved annual fob posting with ability to change, update, remave on demand. 3 12 lingam~ IRnm~ ~OIKSHR usl 5136000 S1.5DDDD S4,500,00 Product Names Rsoultar Professional Services (with Talent Pipeline) ProductsKVI'RPSTPRDDD-1602 product D sac riptimt: I 'nkedls necruiter professmnai arcoant with team coEabamtian, auditing, and network search capabilities Includes 100 lnuails per license par month. 54320.00 SABS .DD 511,6S5.DD SUB TOTAL ESTIMATED TAX» ! ESTIMATED ORDER TOTAL 316,185.00 573D.31 316,915.31 Our recoMs INDICATE Net s Pu chase order Nu be may NOT be required for this ol'dw. If a Purchase Order IS required, please enter the PO Number 05 By initialing here, I confirm tltat a Purchase Order number is NDT required, or if purchase orde" Number is listed AeovE I confirm that it ts current and accurate. Ja c st pm; .IT 30D Ys Linkedln Confidentiai and Prop"ietary Rev September 2016 Ch kh fy P Y t W Pt'l wr Ray/a mptl nl/e I io tmo I t IowdkR el Y m llh t d gth pplnbl t t f«t snp smw .TR t lit d r «d N I lyn ti t d I itdoll tp Y sl anth f Ittlt F «n I t d AZ,CO,CT,FI,kl,n,lu,taA,atN,NE,NV,,ul,tY,NC,Dn,PA,TN,IK,UT,VT,WA dwll Rd yb ql dt hm 1st ny m p tt n n tat dl t I . A y ppa bl al t d a a al ap p rak I fl dim« . F st I ated n th tu,y ntaand/ I Ig cmyrmd Y t pnr p h ndpy 1 Docusign Envelope 90: 2EE64C96-2A64-4BD8-AOD8-AEEDBB402510 us dc d c~~ ch d;cmddc d, B kal T.a" ™ m.N uSC rm «.Cmksmd B kith T nd ly u k dlns p dtd mb th ckd F g mbyth ll k dns I Ft Ag tb t th p n ("tsA"i,th t nf I'd h m ~% tm ikd m .Th 5 I T I hi thttp&R smite el /a p ds-t rms pptyt sr%am t th an tth p s 5 m aid ddt thi od F,th t ( h ~tadim th orna F m. ~ E pt p kkdltt ISA,S; p h d d thin% F Mmlbl d nmf dbl. F t d si tsnsn E.mmms y PPII bl I b ddi* t) tth t NP mctm N tl pit d bll g d trtlf ti lthukdl d ill mdyukdl M y « I tt'l m' dtmfnh th py tTM b Add. Mm n I ahd SI bns rm. ~ Th m:Ii t m sy f th b ipti t, I ith p nyg th mh dt tl f n- I tl ants day p I th dmtn*m Dm tmn. I H OIESY REF RE%ay THAT: ill I AM AN AOOIOIVEED SIGNATORY FOR CDSTO Malb ill) I HAVE BEAD AND AGREED To THE TERMS OF THD OIIOSA FORhk AND illli SY S%%nh NNS tmom FORM, I AM ENTER I NBINtO A IMAIAY Sl ND INR CONT% CT. Signature Nalne; ( ltd. Vu. BTBBRIAARSBEot ok. mash%el«laigDTsdsmtatutnmnmmnNN ~egg gmY%g%sgntou Signature; Name: Marshia Escnbar Title: Data: vice president 07 3une 2019 Of BuSineSS Deoelngm Snrftie. Oats: -I Senior Manager, Revenue llscng ltmn luneg,2019 Linkgdfn conndentia snd proprtetary Rev. September2015 Linked[5 LINKEDIN SUBSCRIPTION AGREEMENT This Unkedln Subscription Agreement ("LSA"), governs any ordering document executed by the customer identified in thatordering document ("Customer" ) and the Unkedln company identified in that ordering document {"Linkedln"). This LSA, theapplicable ordering document, and any other incorporated terms, comprise the complete understanding between the parties onthe subject matter ("Agreement"). 1. ORDERING 1.1. Ordering Services. Customer may access and use the subscription and advertising sendces offered via Linkedln's websitesto the extent and for the term stated in the ordering document (uServices"). Customer may allow its Affiliate to orderServices under the terms of this ISA only if Customer informs Linkedln in writing of the specTiic Affiliate authorized to do so. That authorized Affiliate will be (a) deemed a "Customer" for that order only; and (b) jointly and severally liable withCustomer for its use of the Services and compliance with the Agreement. "Affiliate" means an entity that Controls, is Controlled by, or is under common Control with, a party. "Control" means direct or indirect ownership of (i) more than 50%of an entity's voting interest; or (ii) the right to receive more than fifty percent (50%j of an entity's profits. 1.2, Payment and Taxes. Customer will pay the fees for the Services in accordance with the payment terms stated in the ordering document. Customer's purchases are non-cancelable and payment for Services is non-ref'undable, except asotherwise stated in this ISA. Customer will pay or reimburse Linkedln for all federal, state, and local taxes, including sales, use, gross receipts, VAT, levy„GST, or similar transaction taxes imposed on Customer's purchase of Services, unless Customer provides Linkedln with a valid tax exemption certificate. All taxes payable by Customer will be separately stated and exclusive of the fees. Customer will have no liability for taxes that are statutorily imposed on Unkedln, including taxesor fees measured by Linkedln's net or gross income. 2. RESPONSIBILITIES 2.2. Use of Services. Linkedln shall provide Customer access to the Services in accordance with the Agreement. Customer will use the Services solely for its intended purpose, and as outlined in Linkedln's service-specific terms ~htt s://leeal.linkedin.corn/service-specific-terms ("Service Terms" ). Unless otherwise stated in the Agreement, onlyCustomer-designated employees and contractors are authorized to use the Services {uCustomer User") and must be aMember when accessing Services through linkedln.corn. A "Member" is an individual who signs-up to use Unkedln's servicesunder Linkedln's user agreement, currently available at ~htt st//www.linkedin.corn/leeal/user-aereement, as amended byLinkedln from time to time (uUser Agreement"). The terms of the User Agreement are incorporated into this LSA. Customer willensure that Customer Users comply with the User Agreement when using the Service within the scope of their employment.Customer may only use the Services for Customeris internal use. Customer will not provide access to the Services to anythird party, except that Customer may allow its Affiliates to access and use the Services if Customer is fully liable for itsAffiliates'se of the Services and compliance with the Agreement. Customer will promptly and without undue delay notify Linkedln upon learning of any unauthorized use of the Services or any other breach of security related to the Services.Customer may use information about Members that it collects in connection with its use of the Services only as needed foruse of the Services and as expressly permitted in this LSA. Linkedln may communicate to Customer Users about the Services, including how to use the Services. 2.2. Provision of Services. Customer is responsible for providing Linkedln with the information necessary for iinkedln to providethe Services. Customer is solely responsible for the accuracy, quality and legality of such information, If a Service mustintegrate with third-party systems or applications used by Customer (e.g. an applicant tracking system, "ATSu or a customer relationship management system, "CRM"), Customer is soleiy responsible for the integration and related activities. Linkedln disclaims any and all liability for the use of third-party systems or applications residing outside Linkedln's systems. 2.3. Data Protection. If Linkedin processes Personal Data (as defined in Section 1 of the DPA) on behalf of Customer pursuant to Linkedln Confidennai and Pruprietarr Last Updated: August te, ZO18 this Agreement, then Linkedln and Customer will comply with the terms of the Linkedln Data Processing Agreement, currently available at https://legal.linkedin.corn/dpa ("DPAa), the terms of which are incorporated into this ISA. 2.4. Compliance with Laws. The parties will comply with all applicable Data Protection Requirements (as dehned in Section 1 of the DPA) and all international, federal, state, provincial and local laws relating to (a) corruption practice, bribery, and acts contrary to the public administration including the US Foreign Corrupt Practices Act of 1977, 15 U.S.C. 0 78dd-1, et seqd and (b) discrimination against employees or job applicants based on race, color, religion, sex, national origin, veteran status or disability. Linkedln is enrolled in the U.S. Department of I-lomeland Security's E-I/erlfy program regarding the immigration and employment eligibility of newly hired employees. CONFIDENTIAL INFORMATION 3.1 Definition. "Confidential Information" means any information disclosed under the Agreement that (a) if tangible, is clearly marked as "Confidential" or with a similar designation; (b) if intangible, is identified as "Confidential" by discloser at the time of disclosure and confirmed in writing to recipient as being Congdential Information; or (c} from the relevant circumstances should reasonably be known by recipient to be confidential (e.g. pricing, non-public Personal Data, etc.). Confidential information does not include any portion of the information that recipient can prove (a} was rightfully known to recipient before receipt from discloser; (b) was generally known to the public on the Effective Date; (c) becomes generally known to the public after the Effective Date, through no fault of reCipient; (d) was received by recipient from a third party without any confidentiality obligation; or (e) was independently developed by recipient without breach of this Section 3. Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information only for the purposes of furthering the business relationship between the parties; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; (c) not disclose Confidential Information to any third party except (1) to Affiliates or employees, students, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this LSA or (2) as required by law; and (d) not modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information, to the extent applicable, unless authorized in writing by discloser. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP. No right, title or interest in any intellectual property dight transfers to the other party, except for the limited rights stated in the Agreement. Customer is not obligated to provide Linkedin or its Affiliates with any suggestions, enhancement requests, or other feedback about the Services or related technology. However, if Customer does provide any feedback to Linkedln, Linkedin may use and modify it without any restriction or payment. TERM AND TERMINATION Term. This LSA is effective on the date the first ordering document is executed by Customer and Linkedln (uEffective Date" )and remains in effect until terminated. Termination and Suspension. Either party may terminate this LSA or an ordering document if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. Linkedln may suspend Customer's access to the Services if Customer is in breach of the Agreement and the suspension will continue for as long as reasonably necessary for Customer to remedy the breach. If all ordering documents under this ISA have expired or been terminated, then either party may terminate this LSA for convenience by providing written notice to the other party. Effect of Termination. Termination of this LSA or an ordering document will not relieve Customer from its obligation to pay Linkedin any fees stated in an ordering document, excluding termination by Customer for Linkedln's uncured material breach of this LSA. If Customer terminates this LSA or an ordering document because of Linkedln's uncured material breach, Linkedln will refund a pro-rata share of any pre-paid fees under the applicable ordering document. Customer will notify Customer Lisers that their access to the applicable Services has terminated and Linkedln may remove or discard all content that Customer uploaded or otherwise made available to Linkedln in accordance with Linkedln's DPA and policies. Termination of an ordering document does not terminate this LSA; however, termination of this LSA will result in the Linkedln Cnnfidentiaf and Propr start Last Upda ed: August 14 ZG' immediate termination of all ordering documents. The provisions of this LSA that by their nature extend beyond the termination of this LSA will survive termination. LIMITED WARRANTy; DISCIAIMER. Linkedln makes no representation or warranty about the Services, including any representation that the Services will be uninterrupted or error-free. To the fullest extent permitted under applicable law, Linkedln disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose. INDEMNIFICATION Indemnification Scope. Linkedln will defend and indemnify Customer, its Affiliates, and their respective directors, officers and Custamer Users from and against all third-party claims to the extent resulting from or alleged to have resulted from (a) the Services'nfringement of a third party's intellectual property right; or (b) Linkedln's material breach of the Agreement. Customer will defend and indemnify Linkedln, its Affiliates, and their respective directors, officers and employees from and against all third-party claims to the extent resulting from or alleged to have resulted fram (y) the infringement of a third party's intellectual praperty right by any content, data or other information uploaded into Linkedln's systein or otherwise provided by Customer, or (zj Customer's material breach of the Agreement. 7,2 Indemnification Procedures. Each party will promptly natify the other in writing af any third-party c(aim. The indemnifying party will (a) control the defense of the claim; and (b) obtain the other party's prior written approval of the indemnifying party's settlement or compromise of a claim. The indemnified party will (y) not unreasonably withhold or delay its approval of the request for settlement or compromise; and (z) assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party's expense. LIMITATION OF LIABIUTy 8.1 Damages Waiver. Subject to Section 8.3, to the fullest extent permitted by law, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for lost profits ar lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages. Linkedln will be liable for Personal Data Breaches (as defined in Section 1 of the DPA) that result from Linkedln's negligence, gross negligence, intentional misconduct or fraud. l.iability Cap. Subject to Section 8.3, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for an amount that exceeds the total fees paid or payabfe to Linkedin during the 12-month period before the event giving rise to the liability, Exclusions. The limitations of liability stated in sections 8.1 and 8.2 da not apply to a party's {a) confidentiality or indemnification obligations; (b) liability for fraud, gross negligence or intentional misconduct; (c) liability for death or persanal injury; (d) violation of the other party's intellectual property rights; or (e) liability fora personal Data Breach caused by Linkedln'egligent acts or omissions. DISPUTE RESOLUTION. If an issue arises under the Agreement and the applicable ordering document was signed by (a) Linkedln Corporation, then the Agreement is governed by the laws of the State of California, and any action or proceeding (including those arising from non-contractual disputes or claims) related to the Agreement will be brought in a federal court in the Northern District of California; (b) Linkedln Ireland Unlimited Company, then the Agreement is governed by the laws of Ireland, and any action or proceeding (including those arising from non-contractual disputes or claims) related to the Agreement will be brought in Dublin, Ireland; or (c) Linkedln Singapore, then the Agreement is governed by the laws of Singapore, and any action or proceeding related to the Agreement will be brought in Singapore. Each party irrevocably submits to the juiisdiction and venue of the applicable courts. The prevailing party in any litigation may seek to recover its legal fees and costs. MISCELLANEOUS. If a conflict exists between any of the terms in the Agreement, then the ordering document will govern, followed by the DPA, this LSA, the Service Terms, and finally the User Agreement. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Agreement, ather than as stated in the Agreement. Notices will be provided in writing and delivered by commercial Lrnkedln Confidentief end propnetery Last Updated. August 14, zala overnight courier to the address of the other party stated on the ordering document, unless otherwise stated in the Agreement. Notices are effective on the date of delivery as indicated in the records of the courier. The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. Neither party will assign the Agreement in whole or in part without the other party's prior written consent (which consent will not be unreasonably denied, delayed or conditioned), except to an Affiliate or a successor that is not a competitor of the non-assigning party, made in connection with a merger or sale of all or substantially ag of a party's assets or stock. Any attempted assignment in violation of this restriction is void. The Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Customer will provide Unkedln written notification if Customer is purchasing Services through a Linkedln approved agency. If Customer is an agency binding a client under this ISA, Customer (a) represents and warrants that it has the authority to bind the client under this LSA; (b) will notify Linkedln in writing of the name and address of its client that will access and use the Services; and (c) remains jointly and severally liable for all of Customer's obligations under the Agreement. If the Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern. Linkedln may remotely monitor Customer's use of the Services to ensure compliance with the Agreement. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties'ntentions and the remaining provisions will not be affected. The parties may amend the Agreement only in a written amendment signed by both parties, except for the User Agreement and Service Terms, which may be modified in accordance with their terms. If this LSA will be executed then it can be executed electronically and in counterparts, each of which is deemed to be an original and together comprise a single document. Each party represents and warrants that the individual binding a party under this LSA is authorized to do so. tinkedln Conndenttat and proprietary tas Updated Auxus lg 201B
