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Crowdstaffing Partner Services Agreement

These Terms of Service govern your use of all Crowdstaffing software, technology and/or services (the “Services”). By accepting this agreement with Crowdstaffing, and/or by using Crowdstaffing’s internet enabled platform, You agree to the Terms of Service, the “Crowdstaffing Partner Services Agreement.” You represent that you are entering into this Agreement on behalf of the entity identified upon registration (hereinafter called the “Talent Supplier”) and that you have authority to bind the Talent Supplier to this agreement.

Crowdstaffing reserves the right to periodically modify these Terms of Service upon written notice to Talent Supplier, and such modification will automatically become effective thirty (30) days after such modification. If you do not agree with a modification to these Terms of Service, you must notify Crowdstaffing in accordance with the Notices provision below within thirty (30) days after receiving notice of such modification. If you provide such written notice, Your Agreement will continue to be governed by the version of the Terms of Service made prior to the such modification for the remainder of the then-current Term. Upon any renewal of this Agreement pursuant to Section 21 below, the then-current Terms of Service published on the Crowdstaffing website at https://www.crowdstaffing.com/terms-of-service will automatically be incorporated into this Agreement as of such date.

This Crowdstaffing Partner Services Agreement (hereinafter “Agreement”) is between Zenith Talent Corporation (D/B/A Crowdstaffing), located at 6030 Hellyer Avenue, Suite 100, San Jose, Calif. 95138, (hereinafter called “Crowdstaffing”), and Talent Supplier. Hereinafter each shall be known as a “Party” and both collectively shall be the “Parties.”

WHEREAS, Talent Supplier is a recruiting and/or sourcing supplier of temporary, part-time, project and/or direct-hire placement candidates (hereinafter defined) as workers for eventual end customers (“end customer(s)” or “Client(s)”) in need of such qualified and skilled personnel (hereinafter called “Recruiting and Sourcing Services”); and

WHEREAS, Crowdstaffing is a provider of technology, vendor management services and/or recruiting and sourcing services to/for various end customers (hereinafter collectively constituting “Staffing Services”);

THEREFORE, the Parties agree as follows:

1. Effective Date

This Agreement shall commence on the date signed or electronically accepted by the Talent Supplier (hereinafter “Effective Date”) and shall be terminated only pursuant to the terms and conditions set forth herein this Agreement. The duration of this Agreement from the Effective Date to the date of termination shall be considered the “Term of the Agreement”.

2. Relationship of the Parties

The following terms and conditions set forth herein in this Agreement define the working relationship for working with and utilizing Talent Supplier for the Client’s request of assignments and/or placement of orders, to be filled with skilled and qualified job seekers (“candidates”) into Contractor and/or Direct-Hire Employment positions with Clients. Talent Supplier acknowledges and agrees that the relationship to Crowdstaffing is as an independent contractor business entity (“Vendor(s)”), not an employee, agent, joint venturer, or financial partner. Talent Supplier warrants that Talent Supplier shall at all times during the Term of this Agreement maintain a proper business license, corporate license to do business in the states of in-corporation and any and all locations where Talent Supplier is doing business and procure and retain sufficient general liability insurance and other types of insurance applicable to Talent Supplier’s business for the protection of Crowdstaffing and Client(s). Furthermore, Crowdstaffing, at its sole discretion, may engage other third party Vendors to source and/or recruit Contractor and Direct-Hire Employees for Client(s). Talent Supplier acknowledges it is not the exclusive Vendor of Recruiting and Sourcing Services for Crowdstaffing and/or Client. As such, Talent Supplier and/or its employees, agents, independent contractors and/or agents will not be entitled to make any claim for unemployment, worker’s compensation or disability, or receive vacation, health, retirement, or other benefits given to employees. Talent Supplier shall comply with all federal, state, and local laws relating to payment of any taxes attributable to Talent Supplier’s business, including but not limited to payroll taxes and deductions for its/their own employees and for filing reports and making payments of all deductions, taxes, withholdings or contributions required by law for Talent Supplier’s business operation.

3. Recruiting and Sourcing Services

Talent Supplier is being engaged by Crowdstaffing in accordance with this Agreement to provide the services set forth in this Agreement. Talent Supplier shall not render any services until this Agreement and any and all other documents necessary to carry out the intent of this Agreement have been signed and approved by Crowdstaffing, in accordance with this Agreement. If any term or provision in any other document, except in a job order requisition, conflicts with those in this Agreement as between the Parties, the terms and conditions of the Agreement will supersede and prevail.

Talent Supplier shall provide the Recruiting and Sourcing Services necessary to fill open positions as requested and described by Client(s), which will be documented in requisition job orders transmitted in accordance with the Crowdstaffing Program by the Crowdstaffing software platform (hereinafter more fully described in Limited License Agreement Section hereunder), the Recruiting and Sourcing Services may include, but not be limited to, gathering resumes, reviewing resumes, phone screening candidates, interview candidates, describing and providing job details to candidates, forwarding resumes to Crowdstaffing and scheduling interviews, through Crowdstaffing. Talent Supplier also certifies that the content of candidate resumes submitted by Talent Supplier is true, complete and accurate to the best of Talent Suppliers ability in accordance with industry best practices.

4. Payment

Payment details for services provided by Talent Supplier to Client(s) are set forth and agreed to in writing between Talent Supplier and Client and/or Talent Supplier and Crowdstaffing, which shall be set forth in approximation at the time the Client job order requisition is issued by Client via the Crowdstaffing platform, and confirmed in writing at the time of candidate offer issuance and acceptance. To become eligible for assignment and/or placement fees a candidate identified by Talent Supplier must be exclusively referred for a Client’s specific open job order requisition via the Crowdstaffing platform. If the Client already has a referral or submittal of the same candidate presented to the same Client for the same job order requisition by another third party staffing services and/or sourcing and recruiting agency (hereinafter called a “Vendor”), and/or candidate is a known entity of client, the submission by Talent Supplier will be considered ineligible for assignment payment and/or placement fees to Talent Supplier, due to candidate submittal which was first in time. Talent Supplier shall issue a digital Right to Represent (RTR) to the candidate via the Crowdstaffing platform that the Talent Supplier has sourced and identified for the open position, which the candidate must sign. The RTR is specific to the candidate, the position, and the particular Client. Talent Supplier retains the candidate who has signed the RTR for the individual job until the specific position is closed. Crowdstaffing reserves the right to transfer, or reassign a candidate who had executed a RTR with Talent Supplier, in the event that Talent Supplier breaches the terms and conditions of this Agreement or otherwise violates the intent, implied and expressed for the Crowdstaffing Program.

Where Crowdstaffing is serving as Employer of Record (“EOR”), Talent Supplier shall continue to earn assignment payments throughout the duration of their Contractor’s assignment in which the Talent Supplier holds the RTR. Where applicable for direct-hire, full-time placements, Talent Supplier shall receive a one-time fee, based on the predefined fee as described in a job order requisition for the placement contingent upon fulfillment of all conditions, including but not limited to the retention duration of the placement.

Candidate submissions must be made only through the Crowdstaffing Platform or via Crowdstaffing approved written communications (e.g., electronic mail). All submissions made outside of the system or outside Crowdstaffing approved communication methods will be considered invalid, rendering the Talent Supplier ineligible for further payment with regard to those candidate submissions. Thereafter, Crowdstaffing reserves the right to terminate this Agreement at Crowdstaffing’s sole discretion.

Talent Supplier recruited Contractors assigned to the Client must submit timesheets, as directed by the Client and/or Crowdstaffing, every 7 day period or 14 day period, depending upon the Crowdstaffing Program, for work performed during such periods for Client. Crowdstaffing invoices Client for said hours for each and every period worked by the Contractor and pays Talent Supplier within no more than ten (10) days of payment received from Client for the Contractor assignment hours worked during each period, which had been invoiced to Client. Crowdstaffing has no obligation to pay Talent Supplier until Crowdstaffing has been paid for same by Client. Crowdstaffing shall not be obligated to pay Talent Supplier until and unless Client pays Crowdstaffing for each and every week of the Contractor assignment. This is a pay-when-paid material contractual term. Furthermore, Crowdstaffing shall invoice Client for each Direct-Hire Employee placement fee and shall pay Talent Supplier within no more than ten (10) days of payment received from Client. Crowdstaffing shall not be obligated to pay Talent Supplier until and unless Client pays Crowdstaffing for the placement. Crowdstaffing has no obligation to pay Talent Supplier until Crowdstaffing has been paid for same by Client. This is a pay-when-paid material contractual term. Direct-Hire Employee placement positions must remain employed for a minimum of three (3) consecutive months. These are the time periods Crowdstaffing guarantees to its Clients for Direct-Hire Employee positions.

5. Non-Disclosure and Confidentiality

a. Talent Supplier acknowledges and agrees that Crowdstaffing and Client(s) have and will develop, compile, and own proprietary techniques and confidential information ("Confidential Information") that has great value in its/their business. Furthermore, any tangible or intangible information related to this Agreement or services provided by Crowdstaffing, including but not limited to the Client(s) name, will be treated as confidential and proprietary. This includes, but is not limited to, personnel, compensation, benefit structures and incentives, management or organizational structures, corporate strategies, clients, projects, products, markets, pricing, processes, documentation, software, and any information revealed or developed in the course of working as Talent Supplier under this Agreement. Such information shall not be disclosed to any third party without the express written consent of Crowdstaffing and shall not be used for any purpose other than to fulfill the requirements of this Agreement. Talent Supplier acknowledges and agrees that Confidential Information is proprietary, constitutes a valuable asset of either Crowdstaffing or Client, respectively, depending on whether the Confidential Information is that of Client or Crowdstaffing. Talent Supplier acknowledges and agrees that such Confidential Information is the sole property of Crowdstaffing and/or Client and that, at all times during and after the Term of this Agreement, it/they will not disclose to any third party or make any use of the Confidential Information of Crowdstaffing and/or the Client(s), except as is strictly required to perform Recruiting and Sourcing Services pursuant to this Agreement or as permitted in a signed and authorized writing by Crowdstaffing and/or the Client or as required by legal process. These restrictions do not apply to information in the public domain or which becomes part of the public domain through no fault of the Talent Supplier, was in the Talent Supplier’s possession prior to becoming part of the Crowdstaffing Program, or which is required to be disclosed by law.

b. Talent Supplier also acknowledges that he/she/it/they shall not use names, trademarks, or copyrighted materials belonging to Crowdstaffing, its parent corporation Zenith Talent, or Client(s) in any sales or marketing publication or advertisement without the prior written consent of Crowdstaffing and/or Client. Talent Supplier also agrees to execute a separate Non-Disclosure Agreement for Crowdstaffing and/or Client, if requested, prior to commencing work under this Agreement.

c. The Parties hereto agree that unauthorized use or disclosure of Confidential Information belonging to the other Party and /or Client, can be potentially damaging, leading to immediate termination of this Agreement and possible other legal action.

6. Equal Employment Opportunity

The Parties hereto are committed to providing equal employment opportunity for all applicants and employees, and to creating a workplace where people feel respected and are treated fairly, and where diversity is valued. As a material condition of this Agreement, the Parties expressly agree not to discriminate against anyone in the conduct of its/their business with respect to race, color, religion, sex, national or ethnic origin, age, marital status, physical or mental disability, perceived disability, medical condition, sexual orientation, or any other characteristic and/or category of individual protected by federal or state law or local ordinance. The Parties hereto agree to comply with all laws, rules, regulations, and ordinances, including but not limited to the Fair Labor Standards Act, Occupational Safety and Health Act, Americans with Disabilities Act, Title VII of the Civil Rights Act, as amended, Age Discrimination in Employment Act, Immigration Reform and Controls Act, Family and Medical Leave Act and any and all other federal, state, and local laws, statutes, ordinances, rules, regulations, codes, rules and/or programs including but not limited to permits, certificates, approvals and inspections, labor and employment obligations, affirmative action (where applicable) wage and hour laws and any other laws which subsequently become applicable under this Agreement.

7. No Harassment

The Parties are committed to providing a work environment free of discrimination and harassment, which extends to Contractors, employees of Talent Supplier, other Vendors, Crowdstaffing and Client(s). The Parties hereto acknowledge and agree that the terms of this provision are material to this Agreement. In keeping with these policies, the Parties strictly prohibit harassment and/or discrimination on the basis of gender, race, color, religion, age, mental or physical disability, medical condition, national origin, marital status, veteran status, sexual orientation or any other legally-protected characteristic or category. Harassment on the basis of gender includes the harassment of women by men, harassment of men by women, and the gender-based harassment of individuals of the same sex as the harasser.

8. Intellectual Property

Talent Supplier agrees that all inventions, discoveries, improvements, innovations and ideas, whether or not patentable, copyrightable or protectable as trade secrets, created, formulated, conceived, established, generated, made, produced, developed, designed, modified and/or otherwise constructed by Crowdstaffing or Client, belongs to and is owned by Crowdstaffing or Client, respectively.

9. Limited License Agreement Section

Under this Agreement, Crowdstaffing grants to Talent Supplier, a non-exclusive and non-transferrable limited license (“Limited License”) to use the Crowdstaffing Talent Acquisition Platform (“Software”), as part of the Staffing Services provided to each Crowdstaffing Client pursuant to each specific Crowdstaffing Program. Limited License Software includes access to the web-based hiring platform and any related printed, electronic, and online documentation, or any other files that may accompany the job order or requisition. Title, copyright, intellectual property rights, and distribution rights of the Software remain exclusively with Crowdstaffing as Intellectual property rights include the look and feel of the Software. This Limited License Agreement Section constitutes a license for the end user only and is not in any way a transfer of ownership rights to the Software. The rights and obligations of this Limited License Agreement Section are personal rights on a limited grant to the Talent Supplier only. Talent Supplier may not transfer or assign any of the rights or obligations granted under this Limited License Agreement Section to any other person or legal entity. Talent Supplier may not make available the Software for use by one or more third parties, without the written permission of Crowdstaffing, signed by authorized officer of Crowdstaffing. The Software may not be modified, reverse-engineered, or de-compiled in any manner through available current and future technologies. Failure to comply with any of the terms under this Limited License Agreement Section will be considered a material breach of this Limited License Agreement Section. The Software is provided by Crowdstaffing and accepted by Talent Supplier “as is.” Crowdstaffing shall not be liable for any general, special, incidental, or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by Talent Supplier arising out of the use or failure of the Software. Crowdstaffing makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose, or that the Software will be suitable or appropriate for the specific requirements of Talent Supplier. Crowdstaffing does not warrant that the use of the Software will be uninterrupted or error-free. Talent Supplier accepts that Software in general is prone to bugs and flaws within an acceptable level as determined in the industry. Talent Supplier accepts and agrees that the Software shall not be imbedded within or made a part of Talent Supplier’s own software or software systems such that it may not be easily and promptly extracted, removed or deleted, at Talent Supplier’s sole expense, upon breach or termination of this Agreement. Crowdstaffing warrants and represents that it is the copyright holder of the Software. Crowdstaffing warrants and represents that granting this Limited License Agreement Section to use this Software is not in violation of any other agreement, copyright, or applicable statute. All terms, conditions, and obligations of this Limited License Agreement Section will be deemed to be accepted by Talent Supplier and shall be perpetual. Crowdstaffing may perform regularly scheduled and as-needed updates to the Software and/or perform ongoing maintenance and upgrades to the Software. Upon termination of this Agreement for any reason, this Limited License Agreement will terminate, Talent Supplier will forfeit the Limited License and Talent Supplier will no longer have license rights or access to the Software or any data entered into it. This Limited License Agreement Section can only be modified in writing and signed by an authorized officer of Crowdstaffing. This Limited License Agreement Section does not create or imply any relationship in agency or partnership between Crowdstaffing and Talent Supplier. If any term, covenant, condition, or provision of this Limited License Agreement Section is held by a court of competent jurisdiction to be invalid, void, or unenforceable, it is the Parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable. The remainder of the provisions of this Limited License Agreement Section shall in no way be affected, impaired, or invalidated as a result. This Limited License Agreement Section constitutes the entire agreement between the Parties pertaining to this subject. All understandings have been included in this Limited License Agreement Section. Any representations contrary to the terms and conditions set forth in this Limited License Agreement Section are without force and effect. Only the written terms of this Limited License Agreement Section shall bind the Parties. This Limited License Agreement Section and the terms and conditions contained herein apply to and are binding upon Crowdstaffing’s successors and assigns. All notices between the Parties under this Limited License Agreement Section are to be provided as set forth herein in the Notices section of this Agreement. CROWDSTAFFING RETAINS ALL RIGHTS, TITLE AND INTEREST IN ITS CLIENT DATA AND THIS AGREEMENT DOES NOT GRANT TALENT SUPPLIER ANY RIGHTS TO CLIENT DATA OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN CLIENT DATA EXCEPT FOR THE LIMITED ACCESS RIGHTS EXPRESSLY SET FORTH IN THIS AGREEMENT.

10. Non-Solicitation

Talent Supplier reserves the right to perform work for Client and/or other direct customer companies of Talent Supplier during the term of this Agreement, except any/all specific job order(s) provided/ supplied by Client to Crowdstaffing for fulfillment through the Crowdstaffing program. This is inclusive of all positions presented to Talent Supplier via the Crowdstaffing Platform.

Talent Supplier agrees that it will not directly or indirectly solicit or provide recruitment or recruitment support services, in fulfillment of a contract (temporary) and/or direct-hire (full-time) position for the specific job order(s) provided by Crowdstaffing to, and accepted by, Talent Supplier hereunder for such Client. Talent Supplier agrees it will not use information including but not limited to client, client contact information, client job details, etc. for Talent Suppliers benefit outside of the intent of this agreement.

Talent Supplier may accept or reject job order requisitions at any time during this Agreement. Talent Supplier reserves the right to select which Client requisitions it will accept. Talent Supplier agrees to provide the Recruiting and Sourcing Services as herein set forth in this Agreement but cannot guarantee any specific number of submittals of candidates to Crowdstaffing on the orders it undertakes.

Talent Supplier further agrees not to directly solicit for employment, Crowdstaffing employees, or candidates in the Crowdstaffing Program pursuant to this Agreement during the Term of this Agreement and up to twelve months following the termination of this Agreement without the prior written consent of Crowdstaffing. Likewise, Crowdstaffing agrees not to directly solicit for employment Talent Supplier employees, who perform work pursuant to this Agreement during the contract term and for up to twelve months following the termination of this Agreement without the prior written consent of Talent Supplier.

Job orders or requisitions accessed by Talent Supplier are not exclusive to Talent Supplier and Crowdstaffing has the right to engage other Vendors to work such job order requisitions.

11. Termination of Agreement

This Agreement may be terminated as follows.

a. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party, except that any Contractor on assignment shall remain on assignment at the sole discretion of Crowdstaffing and/or Client. In the event of such termination, the Parties agree to cooperate with respect to Contractors remaining on assignment during the notice period.

b. Either Party may terminate this Agreement immediately for cause, upon written notice to the other Party. For purposes of this subparagraph, "cause" includes: (1) any material breach of this Agreement, including violating any of the terms, conditions, covenants, or provisions of this Agreement, and (2) any act by one Party that exposes the other Party to potential liability to others for personal injury, property damage, or any violation of law.

12. Indemnification

(a)Talent Supplier acknowledges and agrees that Talent Supplier is responsible for any tax liability, payments, deductions, fines, or other financial obligations to tax agencies, revenue services, federal or national governments, state governments, regulators, or other competent authorities that could arise from providing services under this Agreement. Talent Supplier agrees to indemnify and hold harmless Crowdstaffing, its officers, employees, and Client(s) from any liabilities, costs, expenses, or fees related to the defense of such claims.

(b)Talent Supplier warrants and represents that Talent Supplier will not post content that infringes on any equal opportunity laws, copyright, trademark, patent, or other intellectual property, content deemed offensive, libelous, defamatory, slanderous, or unprofessional and/or that it will not violate any other federal, state or local laws. Talent Supplier agrees to indemnify and hold harmless Crowdstaffing, its officers, employees, and Client(s) from any liabilities, costs, expenses, or fees related to the defense of such claims.

(c)Talent Supplier agree to indemnify, defend, and hold harmless Crowdstaffing and its Client(s) against any and all claims, costs, losses, expenses, demands, actions, or causes of actions, including attorney’s fees and expenses related to litigation, which may be brought against or incurred by Crowdstaffing that, directly or indirectly, arise out of, result from or relates to any act or failure to act, negligence, willful misconduct, omission or violation of the law in Talent Supplier performance or lack of performance of the duties in this Agreement.

(d)Talent Supplier further indemnifies and holds harmless Crowdstaffing and/or Client(s) from any claims or actions brought against Crowdstaffing and/or Client(s) that arise out of, result from or relate to the Recruiting and Sourcing Services rendered and/or performed by Talent Supplier or any information that constitutes disclosure of Confidential Information or an infringement of duly issued patents, copyrights, or trade secrets.

13. Dispute Resolution

a. Negotiation. If there is a dispute between Crowdstaffing and Talent Supplier related to or arising from the terms of this Agreement, then within five (5) business days, the Party with the dispute must notify the other party. Senior representatives from each Party shall meet and use all reasonable attempts to resolve the dispute, in good faith, through joint discussions.

b. Mediation. Any dispute or controversy or claim resulting from, arising out of or relating to this Agreement, or concerning any Contractor or any alleged breach or termination of this Agreement, shall first be submitted by the Parties to non-binding Mediation. Within no more than sixty (60) days following the date of a demand letter from the alleged aggrieved Party to the other Party, which outlines the details and facts and supplies duplicates of the evidences of any such dispute, controversy, claim or Contractor concern or any alleged breach of this Agreement, the Parties shall agree upon a mutual Mediator, for which each Party shall pay one half of the Mediator’s fee, except in the event of a collection dispute for monies due to Provider but unpaid by Client to Provider, then Client shall pay the Mediator’s entire fee. Mediation shall be mandatory and a required prerequisite before either Party shall exercise their rights to file for Arbitration pursuant to the section below.

c. Arbitration. If any dispute or controversy or claim resulting from, arising out of or relating to this Agreement or any breach thereof, is not settled by mediation, either Party may, by written notice, request submittal to binding arbitration by a single Arbitrator mutually agreeable to both Parties, in Santa Clara County, California, in accordance with the Federal Arbitration Act, pursuant to the California Rules of Civil Procedure. The Judgment on any award shall be reasoned findings and may be entered in any court having jurisdiction. The arbitrator shall be entitled to award recovery of reasonable costs and expenses, including but not limited to attorneys' fees and expert witness fees and expenses, in accordance with the laws of the state of California. This arbitration section does not preclude either Party from seeking equitable relief from a court of competent jurisdiction.

d. Court proceedings. Except for injunctive or interlocutory relief, a Party may not commence court proceedings in relation to a dispute or controversy or claim resulting rom, arising out of or relating to this Agreement or any breach thereof but will submit to resolution pursuant to the manner and methods set forth herein.

14. Entire Agreement

This Agreement with any other addenda signed or referred to herein simultaneously, sets forth the entire agreement and understanding of the Parties in respect of the terms, conditions, covenants, services, transactions, and other provisions in these documents. Furthermore, this Agreement supersedes all prior agreements, arrangements, promises, representations, communications and understandings, whether written or verbal, relating to the subject matter contained herein as between the Parties.

Talent Supplier acknowledges that Talent Supplier has read, understood, and agreed to be bound by the terms, conditions, mutual covenants, and policies in each section of this Agreement. Talent Supplier also represents and warrants that Talent Supplier is of legal age under all rules, regulations and laws of your geographic location, including but not limited to state, province, commonwealth and/or country to work and have the authority to enter into and comply with this Agreement.

The Parties’ employees do not have the authority either to verbally modify this Agreement or to assume additional responsibilities other than those set forth in this Agreement.

15. Assignment

Crowdstaffing may assign this Agreement with written notice. Talent Supplier shall not assign, subcontract or delegate any activities or obligations under this Agreement, without the prior written consent of Crowdstaffing. Any non-approved attempt at assignment shall be null and void. This Agreement shall be binding upon, and come into effect for the benefit of, the successors and permitted assigns of the Parties.

16. Waiver

The failure of either Party to complain of any act of omission of the other Party, no matter how long the time, shall not be deemed a waiver of any rights under this Agreement by such Party. The waiver of any provision in this Agreement, by any Party at any time, shall not be deemed a waiver or breach of any other provisions of this Agreement. If any act of omission by any Party requires the consent or approval of the other party, that consent and approval for that specific act of omission shall not be deemed consent or approval for subsequent acts or any other acts of omission. Any Party waiving its rights must do so in writing, with an authorized and valid signature.

17. Modifications

This Agreement shall not be modified, changed, or supplemented -- nor may any obligations listed be waived or extensions of time for performance be granted -- except in writing and signed by both Parties.

18. Severability

If any provision, term, covenant, or condition of this Agreement is held to be illegal, void, invalid, or unenforceable under any current or future laws that come into effect during the term of this Agreement, such provision will be fully severable. The remaining provisions, terms, covenants, and/or conditions of the Agreement shall remain in full force and effect, and shall be construed and enforced as legal, valid, and enforceable. It is the Parties’ intent that such provision be reduced in scope only to the extent deemed necessary to render the provision reasonable and enforceable. The remainder of the provisions of this Agreement shall in no way be affected, impaired, or invalidated as a result. If any provision in this Agreement becomes severable under the conditions described in this clause, new provisions shall be added to this Agreement as soon as possible, in similar terms that are legal, valid, and enforceable.

19. Force Majeure

No Party subject to this Agreement shall be liable for failures or delays to perform any obligations under this Agreement (except for the payment of amounts already due and owed) where such failures or delays result from any act of nature, military operation, national emergency, civil unrest, utility, or the order, requisition, request, or recommendation of any government agency or acting government authority, or any party’s compliance therewith. This includes government probation, regulation, or changes in priorities, laws, or regulations that prevent any Party from providing services required by this Agreement, or any clause beyond any Party’s reasonable control, whether similar or dissimilar to the foregoing causes.

20. Controlling Law

This Agreement is governed by and construed in accordance with California law to which the Parties agree to submit to such governing law and jurisdiction.

21. Injunctive Relief

Breach of the terms of this Agreement, specifically but not limited to violations in the areas of Confidentiality, Intellectual Property rights, Limited License Agreement Section, where damages are inadequate and damages alone would be insufficient to compensate an aggrieved Party, may enforce the terms and conditions herein by bringing a legal action for injunctive relief in any court of competent jurisdiction, including requests for damages, attorney’s fees and legal costs.

22. Notices

All notices provided for under this Agreement will be in writing and may be sent either by personal hand delivery or by over-night delivery along with a same day email to the following addresses.

A) Talent Supplier

Provided by Talent Supplier at time of Talent Supplier applies for and completes Registration as a Talent Supplier including accepting this Agreement

B) Zenith Talent Corp.

Zenith Talent Corporation DBA | Crowdstaffing | 6030 Hellyer Ave., Suite 100 | San Jose, CA 95138 | legal@Crowdstaffing.com

Either Party may change its address by giving notice to the other Party in accordance with this section.

23. Headings

The headings contained in this Agreement are solely for the convenience of reference but in no way define, limit or extend the terms and conditions or construction of this Agreement.

24. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL CROWDSTAFFING AND/OR CLIENT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) DAMAGES OR SUCH LOSSES OR DAMAGES WHICH WERE OTHERWISE FORESEEABLE . NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL CROWDSTAFFING’S AND CLIENT’S AGGREGATE LIABILITY ARISING OUT OF AND/OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID UNDER THIS AGREEMENT RELATED TO THE CONTRACTOR OR DIRECT-HIRE EMPLOYEE IN ISSUE.

25. Survival of Provisions and Conditions beyond the Term of Agreement.

Certain provisions by their very nature are not terminated at the time of the Agreement but shall survive to carry out the Parties intent in making each Party’s commitment in this Agreement, including but not limited to the provisions of Confidentiality, Ownership of Intellectual Property, Liability, Indemnification, Limited License Agreement Section, Indemnification, Compliance with laws, Warranties, Dispute Resolution and any and all other terms and conditions which by their very nature do not end at the termination of the Agreement but remain in full force and effect.