tilr Member Terms of Service

Thank you for your interest in tilr Corporation, a Delaware corporation (“TILR”). TILR provides Users with a fully automated recruitment process by matching worker skills to job requirements (the “Platform”).

1. PLATFORM

The Platform is a communications platform for enabling the connection between persons seeking to obtain services (“Clients”) and individuals seeking to provide services (“you” or a “Member”). Clients and Members may also be generally referred to as “Users.” Those certain services requested by Clients and offered by the Members, are hereinafter referred to as the “Member Services.” The provision of all Member Services is up to the Members, scheduled through use of the Platform. TILR, THROUGH THE PLATFORM, OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH MEMBER SERVICES, DOES NOT AND WILL NOT PROVIDE SUCH MEMBER SERVICES ITSELF, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY MEMBER SERVICES PROVIDED TO THE CLIENT, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.

2. ACKNOWLEDGMENT AND ACCEPTANCE

1. These TILR MEMBER TERMS OF USE (the “Terms”) constitute a legal agreement between TILR and the Member regarding the Member’s access to or use of the Platform through the TILR Web Site and/or TILR App. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM.

2. By registering for an account on the TILR Web Site or Platform (an “Account”), or by clicking to accept the Terms when prompted on the TILR Web Site or TILR App, you are deemed to have read, understood, acknowledged, and agreed to, these Terms electronically, effective on the date you register your Account or click to accept these Terms, pursuant to the Ohio Uniform Electronic Transactions Act (Ohio Rev. Code § 1306.01 et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print these Terms, and any amendments.

3. BY ENTERING INTO THIS AGREEMENT, YOU WAIVE, PURSUANT TO SECTION 23 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS. YOU CERTIFY AND ACKNOWLEDGE THAT BY ACCESSING AND USING THE TILR WEB SITE, PLATFORM, OR TILR APP THAT YOU MAKE THIS WAIVER KNOWINGLY AND VOLUNTARILY. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU SHOULD NOT ACCESS OR USE THE TILR WEB SITE, PLATFORM, OR TILR APP.

3. CHANGES TO TERMS

TILR may revise and update these Terms from time to time in its sole discretion. Unless stated otherwise, all changes are effective upon notice and apply to all access to and use of the TILR Web Site, Platform, or TILR App. Your continued use of the TILR Web Site, Platform, or TILR App following posting of any revised Terms means that you accept and agree to the changes. However, any changes to the dispute resolution provisions set forth in Section 23 will not apply to any Disputes for which the parties have actual notice on or prior to the date the change is posted on the TILR Web Site or any other location on the Platform.

4. BACKGROUND CHECKS AND DRUG SCREENING

a. Client Requests for Background Checks

i. TILR offers to Clients background check services from third-party consumer reporting agencies (“Background Checks”). All Background Checks are subject to the consent of the Member on whom the check is being performed.

ii. Each of these Background Checks is regulated by the Fair Credit Reporting Act (“FCRA”), and the background reports resulting from these services are considered “consumer reports” under the FCRA. Consumer reports may contain information on your character, general reputation, personal characteristics, and mode of living, including but not limited to consumer credit, criminal history, workers’ compensation, driving, employment, military, civil, and educational data and reports.

iii. If you authorize a Background Check in response to a request by a Client who is considering engaging you for Member Services, we will provide both you and the Client who ordered the report the ability to retrieve the report from the consumer reporting agency that performed the check. If a Client orders an “investigative consumer report,” as defined by the FCRA, and you provide authorization for the report, the consumer reporting agency that performed the check will provide it directly to you and to the Client who ordered it based on your written authorization.

b. TILR Review of and Requests for Background Checks

i. By registering for an Account and using the Platform, you expressly authorize TILR to review and use any Background Checks a Client has ordered and you have authorized about yourself for the purpose of protecting the safety and integrity of the TILR Web Site, Platform, TILR App and their Users. TILR reserves the right to terminate your Account based on the information contained in such report, even if such information was subsequently dismissed.

ii. By registering for an Account and using the Platform, you hereby acknowledge and agree that TILR has the right, but not the obligation, to use a third-party consumer reporting agency on an ongoing basis to use your personal information to run periodic background screenings on you for the purpose of protecting the safety and integrity of the TILR Web Site, Platform, TILR App and their Users (an “Internal Background Check”). Subject to certain additional disclosures and authorizations, TILR may order these screenings when you create an Account and thereafter in connection with your continued use of the TILR Web Site, Platform, or TILR App (such as by contacting or communicating with other Users, editing or updating your Account information, ordering or authorizing a Background Check, etc.).

iii. TILR’s review of Background Checks and requests for and use of Internal Background Checks are also regulated by FCRA, and the background reports resulting from these services are considered “consumer reports” under FCRA. BY AGREEING TO THESE TERMS AND USING THE TILR WEB SITE OR PLATFORM, YOU EXPRESSLY AGREE TO ALLOW TILR TO REQUEST THESE INTERNAL BACKGROUND CHECKS FOR THE PURPOSES DESCRIBED ABOVE. IF YOU DO NOT WANT THESE INTERNAL BACKGROUND CHECKS TO BE PERFORMED, YOU SHOULD NOT USE THE TILR WEB SITE, PLATFORM, OR TILR APP.

iv. If TILR terminates your Account or access to the TILR Web Site, Platform, or TILR App on the basis of information in a Background Check or an Internal Background Check, TILR will notify you and provide you the name and contact information of the consumer reporting agency that created the report. We will also provide you a copy of the report unless the consumer reporting agency has already provided you a copy or access to it. You hereby represent, understand and expressly agree that TILR does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in these Background Checks. Furthermore, any inaccuracies in the report must be addressed with the consumer reporting agency that issued it and not TILR.

c. Client Requests for and TILR’s Review of Drug Screens

i. TILR offers to Clients drug screen services (“Drug Screen”) from third-party service providers. Drug Screens may be requested by Clients seeking Member Services. By offering Member Services on the TILR Web Site, Platform, or TILR App, you consent to submit to a Drug Screen and further consent to the disclosure of the results to the Client who requested such Drug Screen. TILR makes no representations or warranties regarding the accuracy of the Drug Screen or the reported results and accepts no Liability whatsoever for any Drug Screen or the reported results.

ii. By registering for an Account and using the Platform, you expressly authorize TILR to review and use the results of any Drug Screen a Client has ordered and to which you have submitted for the purpose of protecting the safety and integrity of the TILR Web Site, Platform, TILR App and their Users.

iii. You understand that you may refuse to submit to a Drug Screen, but that your refusal to submit to a Drug Screen may result in a Client denying your offer of Member Services. You also understand that your failure to successfully pass a Drug Screen may result in a Client denying your offer of Member Services.

iv. If you fail to successfully pass a Drug Screen, you may be temporarily prevented from offering Member Services to Clients through the TILR Web Site, Platform, or TILR App for a period of 14 days following the date TILR first learns of the failed Drug Screen. TILR reserves the right to terminate the Account of any Member who repeatedly fails to successfully pass a Drug Screen.

5. MEMBER ACCOUNTS

a. To use the TILR Web Site, Platform, or TILR App you must register for an Account. To register for an Account, you must be, and hereby represent and warrant that you are, legally permitted to work within the United States and Puerto Rico. The Account requires standard fields to be completed and you should not, unless specifically prompted, include in these fields any telephone numbers, street addresses, email addresses or other means of contacting you or any other Person, other than your last name and any other information you are prompted to provide. TILR reserves the right, in its sole discretion, to refuse, suspend, or revoke your access to the TILR Web Site, Platform, or TILR App upon discovery that any information you provided on any Document or posted on the TILR Web Site, Platform, or TILR App is not true, accurate, or complete, or such information or other conduct otherwise violates these Terms, or for any other reason or no reason in TILR’s sole discretion.

b. You agree not to share, resell, assign, transfer or sublicense your access to the TILR Web Site, Platform, TILR App, or your Account to any third party. You agree and understand you are responsible for maintaining the confidentiality of your password which, together with your e-mail address (your “Login Credentials”), allows you to access your Account. You agree to immediately notify us at support@tilr.com if you become aware of any actual or suspected unauthorized use of your Login Credentials or any other breach of security related to your Account. We are not liable for any loss or damage arising from your failure to comply with the foregoing. YOU ARE ENTIRELY RESPONSIBLE FOR ALL ACTIVITIES TAKING PLACE THROUGH YOUR ACCOUNT, whether or not you or any other Person undertakes such activities.

6. REPRESENTATIONS AND WARRANTIES

a. You: (i) are of legal working age and are legally permitted to work in the United States and Puerto Rico; (ii) will use the TILR Web Site, Platform, and TILR App exclusively for the purpose of offering Member Services to Clients; (iii) are now and will be in compliance with all applicable Laws, including any laws related to employment and taxes, in connection with any use of the TILR Web Site, Platform, TILR App, or the offering or performance of any Member Services; (iv) will ensure that all content of any Document you post to any part of the Platform is accurate and complete in all respects; (v) have read, understood, and agreed to act in accordance with the tilr Code; and (vi) will comply with these Terms.

b. You will not post any Document to the TILR Web Site, Platform, or TILR App that contains: (i) URLs or links to web sites; (ii) copyrighted material (unless you own the copyright or have the owner’s permission to post the copyrighted material, subject to Section 16 herein); (iii) trade secrets (unless you own them or have the owner’s permission to post them); (iv) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (v) irrelevant keywords or white text keywords (including any words embedded in the Document and hidden from the User); (vi) anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (vii) anything that is embarrassing or offensive to another person or entity.

c. You will not use a Document to: (i) impersonate another person, living or dead; (ii) post false, inaccurate or misleading information, opinions or notices (commercial or otherwise) or chain letters; (iii) post advertisements or solicitations of business.

7. EMPLOYMENT CLASSIFICATION

TILR is not an employer of Members. Members may offer Member Services to Clients through the use of the TILR Web Site, Platform, or TILR App. The Platform may provide the Client with Members to consider for Member Services based on the information the Client provides TILR regarding the Client’s needs and preferences. However, if a Member agrees to be engaged by a Client for Member Services, such agreement is solely between the Member and each such Client. Members and Clients are responsible for determining whether Members are independent contractors or employees and engaging them accordingly.

8. RELATIONSHIP

The Terms do not create a partnership or agency relationship between TILR and any User. Users do not have authority to enter into written or oral (whether implied or express) contracts on behalf of TILR.

9. LINKS TO OTHER SITES

The TILR Web Site, Platform, and TILR App may link to or may be accessed in connection with external sites. These links or the ability to access other external sites from the TILR Web Site, Platform, and TILR App are provided for your convenience only and do not constitute an endorsement by TILR of such sites or their content, products, or other materials. You access such external sites at your own risk. It is your responsibility to evaluate the content and usefulness of the information obtained from external sites. TILR has no control over the content of any external sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any external sites linked to or otherwise accessible from the TILR Web Site, Platform, or TILR App, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such external sites. You agree to hold TILR harmless from any Loss or Liability that may result from the use of any links or access to external sites that may appear on the TILR Web Site, Platform, or TILR App.

10. TILR APP

a. License. As part of the Platform, Members are able to download and use the TILR mobile application (the “TILR App”). Subject to these Terms, TILR grants you a limited, revocable, non-exclusive and nontransferable license in the United States to: (i) download, install, and use the TILR App for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device); and (ii) access and use the Platform made available on such Mobile Device through the TILR App, strictly in accordance with these Terms.

b. Restrictions. You agree not to: (i) copy the TILR App, except as expressly permitted by this license; (ii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the TILR App; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the TILR App or any part thereof; (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the TILR App, including any copy thereof; (v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the TILR App, or any features or functionality of the TILR App, to any third party for any reason, including by making the TILR App available on a network where it is capable of being accessed by more than one device at any time; or (vi) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the TILR App.

c. Reservation of Rights. You acknowledge and agree that the TILR App is provided under license, and not sold, to you. You do not acquire any ownership interest in the TILR App under these Terms, or any other rights thereto other than to use the TILR App in accordance with these Terms and the license granted herein. All other rights are expressly reserved to TILR and its licensors.

d. Updates. TILR may from time to time in its sole discretion develop and provide TILR App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that TILR has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (i) the TILR App will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the TILR App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the TILR App and be subject to these Terms.

e. Export Regulations. The TILR App may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the TILR App to, or make the TILR App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the TILR App available outside the US.

f. Mobile Device Access. To the extent you access the Platform through a Mobile Device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain mobile services or applications may be prohibited or restricted by your carrier, and not all mobile services or applications may work with all carriers or devices. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Account information to ensure that your messages are not sent to the person that acquires your old number.

11. PAYMENT TERMS

a. Each Client will pay you for all Member Services you offer, the Client accepts, and you perform, less any applicable deductions or withholding (the “Member Compensation”). Clients pay the Member Compensation on a weekly basis, unless the Client elects to pay the Member Compensation on an earlier date. Clients may also be required to pay TILR an additional fee for the Client’s use of the Services (the “TILR Service Fee”).

b. By using the Platform you hereby authorize TILR to act as your limited payment collection agent for all Member Compensation due and payable to you. Upon the receipt of any Member Compensation due to you, TILR will promptly credit your Account using the payment option specified by you, after which TILR will send you a receipt by email. Payment of Member Compensation in such manner is considered the same as payment made directly by the Client to you. TILR HAS NO RESPONSIBILITY FOR THE PAYMENT OF THE MEMBER COMPENSATION UNLESS IT IS FIRST RECEIVED BY TILR FROM THE CLIENT.

c. If your primary Account payment method is determined to be expired, invalid or otherwise not able to receive payment, you agree that TILR may, as your limited payment collection agent, use a secondary payment method provided in your Account, if available.

12. RESTRICTIONS

In accessing and using the TILR Web Site, Platform, and TILR App, you agree to abide by the following rules, restrictions and limitations:

a. You will not use any data mining software, robots, spiders or similar data gathering and extraction tools to access, acquire, copy, monitor, retrieve, index, “scrape,” “data mine,” or in any way gather Content or data from the TILR Web Site, Platform, or TILR App, or otherwise circumvent the navigational structure or presentation of the TILR Web Site, Platform, or TILR App;

b. You will not disseminate or transmit viruses, worms, Trojan horses, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms, or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear GIFs, single pixel GIFs, pixel tags, web beacons, action tags, web bugs, cookies, or other similar devices;

c. You will not attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the TILR Web Site, Platform, or TILR App;

d. You will not use the TILR Web Site, Platform, or TILR App in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the TILR Web Site, Platform, TILR App, or any networks or security systems of TILR or its third party service providers, or otherwise interfere with other Users’ use of the TILR Web Site, Platform, or TILR App;

e. You will not interfere with or circumvent any security feature or any feature that restricts or enforces limitations on the use of, or access to, the TILR Web Site, Platform, or TILR App;

f. You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures of the TILR Web Site, Platform, or TILR App; and

g. You will not remove, change or obscure any copyright, trademark notice, trademark, hyperlink or other proprietary rights notices contained within the TILR Web Site, Platform, or TILR App.

13. TERM AND TERMINATION

Unless otherwise agreed in a writing signed by the Member and TILR, these Terms apply unless and until the Member deletes the Account, ceases all access or use of the TILR Web Site, Platform, or TILR App and stops receiving or offering services through the TILR Web Site, Platform, or TILR App (a “Termination”). Even after a Termination, these Terms apply to any performance of Member Services offered through the Platform and will continue until the Member Services are performed in full or otherwise terminated.

14. INTELLECTUAL PROPERTY

a. The TILR Web Site, Platform, and TILR App (including their underlying technology, systems, and software) are protected by copyright, trademark, patent, and/or other proprietary rights and Laws. Subject to your compliance with these Terms, and solely for so long as you are permitted by TILR to access and use the TILR Web Site, Platform, or TILR App, TILR grants to you a limited, revocable, non-exclusive, non-transferable right to access and use the TILR Web Site, Platform, and TILR App for your use only. Unless expressly granted to you in these Terms, TILR and its licensors reserve and retain all right, title and interest (including all intellectual property rights) in and to: (i) the TILR Web Site, Platform, and TILR App; and (ii) the technology, systems and software used to provide the TILR Web Site, Platform, and TILR App.

b. You further understand and agree that TILR owns and has the right to collect, extract, compile, synthesize, and analyze Aggregate Data and Usage Data. TILR may use such Aggregate Data or Usage Data for any lawful business purpose without a duty of accounting to you or any User, provided that the data and information is used only in an aggregated and anonymized form so that it cannot be identifiable as relating to any individual Member or User.

15. PLATFORM FEEDBACK

TILR does not accept or consider creative ideas, suggestions, inventions or materials other than those which it has specifically requested. If you submit feedback on the Platform or the TILR Web Site, such feedback should not include any creative ideas, inventions, suggestions, or materials. TILR has adopted this policy to avoid confusion and misunderstandings in case your ideas, suggestions, or other materials are like ones that we have developed (or may develop) independently. Therefore, we are not responsible for any ideas, suggestions, or materials submitted to us. If, despite this notice, you send TILR creative suggestions, ideas, drawings, concepts, inventions, or other information (a “Member Submission”), you understand and agree that TILR is free to use these ideas, suggestions, or other materials in any way that it may deem fit without any Liability or payment of any kind to you. Member Submissions and any elements contained in a Member Submission will not be subject to any obligation of confidentiality on TILR’s part, and TILR will not be liable for any use or disclosure of any Member Submission.

16. COPYRIGHT COMPLAINTS

a. Copyright Policy. TILR takes claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the TILR Web Site or Platform infringe your copyright, you may request removal of those materials (or access to them) from the TILR Web Site or Platform by submitting written notice to our Copyright Agent designated below.

b. Notice to TILR. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (i) your physical or electronic signature; (ii) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the TILR Web Site or Platform, a representative list of such works; (iii) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; a statement that the information in the DMCA Notice is accurate; and (vi) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the TILR Web Site or Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

c. Copyright Agent. DMCA Notices must be delivered to our designated Copyright Agent:

tilr Corporation

308 East 8th Street, 3rd Floor

Cincinnati, OH 45202

legal@tilr.com

d. Repeat Infringers. It is TILR’s policy in appropriate circumstances to disable and/or terminate the Account of Users who are repeat infringers.

17. OCCUPATIONAL ACCIDENT INSURANCE

1. By agreeing to the Terms, you agree to participate in the Occupational Accident Insurance Plan (the “OAI Plan”) offered through One Beacon Insurance Group, Ltd. and to abide by the bylaws or regulations accordingly, as they may be amended from time to time.

2. The OAI Plan provides coverage for losses to you that may occur while you are performing Member Services for Clients. The OAI Plan is not a workers’ compensation policy and is not a substitute for workers’ compensation coverage where such coverage is required by law.

3. TILR is not a policyholder under the OAI Plan and is not responsible for any decision to approve or deny coverage for any claim you may make under the OAI Plan. You are responsible for understanding the scope of coverage of the OAI Plan, including any limits or exclusions.

4. By agreeing to the Terms and participating in the OAI Plan, you acknowledge OAI Premiums are based on the time spent actually performing Member Services and are assessed on a per hour basis.

18. DISCLAIMERS

THE TILR WEB SITE, PLATFORM, AND TILR APP ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND THE USE THEREOF IS AT YOUR SOLE RISK. TILR MAKES NO, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NONINFRINGEMENT, AND TITLE WITH RESPECT TO THE TILR WEB SITE AND PLATFORM, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. TILR DOES NOT WARRANT THAT: (A) THE TILR WEB SITE OR PLATFORM (OR THE RESULTS OBTAINED FROM THE USE THEREOF) WILL BE TIMELY, ERROR-FREE, SECURE OR UNINTERRUPTED; (B) THE TILR WEB SITE OR PLATFORM WILL MEET YOUR REQUIREMENTS; OR (C) ANY ERRORS OR MALFUNCTIONS IN THE TILR WEB SITE OR PLATFORM WILL BE CORRECTED. TILR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE EFFECTIVENESS OF THE TILR WEB SITE OR PLATFORM IN MEETING ANY MEMBER’S EMPLOYMENT OBJECTIVES. TILR DOES NOT GUARANTEE THAT THE TILR WEB SITE OR PLATFORM WILL RESULT IN ANY MEMBER BEING HIRED, AND IS NOT RESPONSIBLE OR LIABLE FOR ANY BUSINESS, EMPLOYMENT, HIRING AND/OR COMPENSATION DECISIONS MADE, FOR WHATEVER REASON, BY A CLIENT. TILR IS NOT LIABLE IN THE EVENT OF ANY UNAUTHORIZED ACCESS TO OR USE OF THE TILR WEB SITE OR PLATFORM, ANY INTERRUPTION, SUSPENSION OR CESSATION OF ACCESS TO THE TILR WEB SITE OR PLATFORM, OR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL OR MALICIOUS CODE WHICH MAY BE TRANSMITTED THROUGH THE TILR WEB SITE OR PLATFORM BY ANY THIRD PARTY. TILR MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT MADE AVAILABLE ON THE TILR WEB SITE OR THE PLATFORM.

19. LIMITATION OF LIABILITY

a. TILR IS IN NO EVENT RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHER THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, COST OF SUBSTITUTE PROCUREMENT, ARISING IN WHOLE OR IN PART FROM YOUR USE OF (OR INABILITY TO USE) THE SERVICES OR ANY PORTION THEREOF, EVEN IF TILR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES IS TILR LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ANY CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET OR OTHER NETWORK (INCLUDING WITHOUT LIMITATION PHONE NETWORK OR OTHER TELECOMMUNICATIONS NETWORK) FAILURES OR “BROWNOUTS,” COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, TILR’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO ONE THOUSAND US DOLLARS.

b. California Residents. If you are now, or at any time during your use of the TILR Web Site, Platform, or TILR App become, a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

c. No claim shall be asserted against TILR or any of the TILR Parties or suppliers, unless the breach, injury, loss or damage giving rise to the claim occurs or is sustained and no suit or action or arbitration proceeding thereon shall be instituted or maintained unless it is initiated within one (1) year after the date the cause of action occurs.

d. The limitations of Liability set forth in this Section shall prevail over any conflicting or inconsistent provisions contained in any of the documents comprising these Terms except to the extent such conflicting or inconsistent provisions contain lower limits and/or greater restrictions.

20. INDEMNIFICATION

You will indemnify, defend, and hold harmless TILR, its Affiliates, and their respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all Liabilities or Losses arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the TILR Web Site, Platform, or TILR App by you, including any performance obligations in connection with Member Services provided by you; (b) any agreement entered into between you and a Client, including, but not limited to (i) claims of misclassification as an independent contractor; (ii) the classification of TILR as an employer or joint employer in connection with Member Services offered on the TILR Web Site, Platform, or TILR App; or (iii) any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with these Terms by you; (d) failure to comply with applicable Law by you; (e) negligence, willful misconduct, or fraud by you; or (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or any Member Services offered by you.

21. NOTICES

TILR may give you notice by: (a) means of a general notice on the TILR Web Site, Platform, or TILR App; (b) electronic mail to the User’s email address in its Account; or (c) by written communication sent by first class mail or pre-paid post to the address associated with your Account. You may give TILR notice by: (x) hand delivery; (y) any means certified by delivery receipt; or (z) via email to support@tilr.com. Any notice delivered by either party to the other in accordance with this Section 21 is a “Notice” for purposes of these Terms. TILR does not accept service of any legal process by email or mail; all such service should occur by hand delivery on TILR or its registered agent for service of process.

22. GOVERNING LAW

These Terms are governed by the Law of the State of Ohio, without regard to any conflict of law rules that would result in the application of any other Law other than the Law of the State of Ohio.

23. DISPUTE RESOLUTION

a. All disputes arising in connection with these Terms will be settled, if possible, by negotiation between the parties. If settlement cannot be reached by negotiation within 30 days after either party first gives notice of a dispute, then the dispute will be settled by final and binding arbitration pursuant to this Section 23.

b. You and TILR agree that you may bring claims against TILR pursuant to these Terms and only on an individual basis, and not on a class, collective, or representative basis on behalf of others. You and TILR further agree that you will not join any purported class, collective, or representative action brought by others on behalf of you. Unless you and TILR otherwise agree, the arbitrator appointed to decide disputes may not consolidate or join more than one person’s or party’s claims against TILR and may not otherwise preside over any form.
IMPORTANT: Your agreement to bring claims against TILR in an individual basis and through arbitration, rather than through a court or trial by jury, is binding unless you opt out of this arbitration provision in accordance with the Terms. It is the intention of you and TILR that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and the applicable AAA Rules (as set forth below) apply to any dispute arising out of these Terms (including but not limited to their construction, interpretation, enforceability, or termination) or your relationship with TILR, or any dispute arising out of your relationship with a Client who engaged you for Member Services through the TILR Web Site, Platform, or TILR App in which you or the Client allege TILR is a party (each a “Dispute”). It is the intent of the parties that the FAA and the applicable AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and the applicable AAA Rules are found to not apply to any Dispute, then that Dispute shall be resolved under the Law of the State of Ohio as set forth in Section 22.

c. Any Dispute arising under or in connection with Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Reconstruction Era Civil Right Acts, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act, the Immigration Control and Reform Act, the Fair Credit Reporting Act, the Genetic Information Non-Discrimination Act, the Employee Retirement Income Security Act, the Sarbanes-Oxley Act, or any other federal, state, or local Law concerning employment or employment misclassification shall be arbitrated in accordance with the AAA’s Employment Arbitration Rules and Mediation Procedures, except as modified by this Section 23 (“Employment Related Disputes”).

d. All other Disputes not subject to Section 23.c will be arbitrated in accordance with the AAA’s Consumer Arbitration Rules, except as modified by this Section 23 (“Non-Employment Related Disputes”).

e. For both Employment Related Disputes and Non-Employment Related Disputes, the arbitration will be conducted in Cincinnati, Ohio. There will be one neutral arbitrator, selected by TILR in TILR’s sole discretion. The arbitrator must follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 19. The arbitrator will have no authority to award punitive, consequential, or liquidated damages. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees, and all other expenses) incurred in connection with the arbitration. The award rendered may be entered and enforced in a court of competent jurisdiction. Except as may be required by law, neither TILR, the Member, nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both TILR and the Member, unless to protect or pursue a legal right.

f. You may opt-out of this Section 23 by providing written Notice to TILR within 30 days of the date you first created an Account or the [EFFECTIVE DATE], whichever is later (the “Opt-Out Period”). If you do not opt-out of this Section 23 within the Opt-Out Period you will be subject to all the provisions in this Section 23. If you do opt-out of this Section 23, all other provisions of these Terms will still apply.

g. In the event that Sections 23.c, 23.d, or 23.e is found not to apply to you or to a particular claim or dispute (except for small-claims court actions), you agree that any claim or dispute that has arisen or may arise between you and TILR must be resolved exclusively by a state or federal court located in Hamilton County, Ohio. You and TILR agree to submit to the personal jurisdiction of the courts located within the State of Ohio for the purpose of litigating all such claims or disputes.

h. Use of the TILR Web Site, Platform, and/or TILR App is not authorized in any jurisdiction that does not give effect to all provisions of these Terms (including without limitation, this Section 23). You understand that, in return for agreement to this provision, TILR is able to offer use of the TILR Web Site, Platform, or TILR App at the terms set forth in these Terms, and that your assent to this provision is an indispensable consideration to these Terms.

24. MISCELLANEOUS

The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way effect the validity, legality or enforceability of any other term or provision of these Terms. You may not assign your rights and obligations under these Terms. Subject to the foregoing, these Terms will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. If a court or arbitrator decides that any term or provision of these Terms is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified. Provisions of these Terms which by their nature should apply beyond Termination (other than those provisions regarding access to and use of the TILR Web Site, Platform, and TILR App) will remain in force after any termination or expiration of these Terms.

25. DEFINITIONS

As used in these Terms, the words, phrases and abbreviations set forth below shall have the following meanings:

a. “Affiliates” means, with respect to any Person, any other Person that (i) directly or indirectly owns or controls such Person, (ii) is directly or indirectly owned or controlled by such Person, or (iii) is under common control with such Person. For the purpose of this definition control means holding a majority of the equity or otherwise having the power to direct or cause the direction of the management and policies of an entity.

b. “Aggregate Data” means de-identified aggregated data or information regarding: Members’ educational or career history (including, by way of example and not limitation, aggregate data relating to Users’ occupation, location, salary, education and experience); Clients’ requests for Member Services (including, by way of example and not limitation, skills requirements, hiring preferences and frequency, and compensation data); and any other information regarding Users of the TILR Web Site, Platform, or TILR App.

c. “Content” includes all Text, Graphics, Design and Programming used on the TILR Web Site, Platform, or TILR App.

d. “Design” includes the color combinations and the page layout of the TILR Web Site or TILR App.

e. “Document” refers to any posting to the TILR Web Site, Platform, or TILR App.

f. “Graphics” includes all logos, buttons, and other graphical elements on the Sites, with the exception of paid advertising banners.

g. “Law” or “Laws” means all laws, rules, regulations, codes, statutes, ordinances, treaties, and/or governmental orders, including the common law.

h. “Liability” or “Liabilities” means any liability, indebtedness, fine, penalty or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).

i. “Loss” or “Losses” means any and all damages, fines, assessments, charges, levies, fees, penalties, deficiencies, losses and expenses (including all remediation costs, reasonable fees of attorneys, accountants and other experts, or other expenses of litigation or proceedings or of any claim, default or assessment).

j. “Person” means any natural person, corporation, unincorporated organization, partnership, association, joint stock company, limited liability company, joint venture, trust or government, or any agency or political subdivision of any government, or any other entity.

k. “Programming” includes both client-side code (HTML, JavaScript, etc.) and server-side code (Active Server Pages, VBScript, databases, etc.) used on the Sites.

l. “TILR Materials” includes any materials, methodologies, implementation plans, software or other intellectual property used during the provision of Services.

m. “TILR Web Site” means tilr.com and any other web site operated by TILR and includes such web sites’ Content, Text, Graphics, Design, Programming, TILR Materials and Services (as applicable in each context).

n. “Text” includes all text on every page of the TILR Web Site, Platform, or TILR App, whether editorial, navigational, or instructional.

o. “User” refers to any Person that uses any aspect of the TILR Web Site, Platform, or TILR App.

EFFECTIVE DATE:  October 20, 2018Edit “Terms of Service for Members”