Indeed Publisher Program Terms This agreement between You ("Publisher") and Indeed Inc. ("Indeed") sets out the terms and conditions ("Terms and Conditions") applicable to your participation in the Indeed Publisher Program (the "Program"). The Program, as generally offered by Indeed, is described on https://ads.indeed.com/jobroll or such other URL as Indeed may provide from time to time. "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by these Terms and Conditions. Indeed shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Program. Sites are ineligible to participate if they do not conform with the terms of the Indeed Affiliate Acceptable Use Policy, located online at AAUP (the 'AAUP'). In order to participate as a publisher in the Program, all participants must be at least eighteen years of age. Applicants represent and warrant that all information submitted to Indeed shall be true, accurate and complete. Publisher Obligations Any job search results, JobrollTM, Job Search Box, pay-per-click advertisements, links, insertion code, and any Indeed logos or other elements supplied by Indeed for use on Affiliates' websites or websites co-branded by Indeed and Affiliate (collectively, "Program Elements") may only appear on URLs that Indeed has reviewed and accepted for participation ("Accepted URLs"). Publisher shall advise Indeed of any changes in the type of content accessible at any such accepted URL. Publisher agrees to comply with the specifications provided by Indeed from time to time to enable proper delivery, display, tracking and reporting of Program Elements. Publisher shall label each displayed Program Element with the phrase "Jobs by Indeed" at least 116 X 23 pixels in size, wherein the word "Jobs" shall be hyperlinked to http://www.indeed.com and the word "Indeed" shall be the Indeed Logo Image and shall also be hyperlinked to http://www.indeed.com. The Indeed Logo Image can be found at: http://www.indeed.com/p/jobsearch.gif. Publisher agrees to abide by all terms of the AAUP. Indeed reserves the right in its sole discretion to suspend Publisher's participation in the Program if it suspects any violations of the AAUP. Publisher hereby agrees to defend, indemnify and hold Indeed harmless from and against any claims, demands, liabilities, expenses, losses, damages and attorney fees arising from or relating to a violation or purported violation by Publisher of the AAUP. The foregoing shall be in addition to, and not in lieu of, any other remedies that Indeed may have as a result of a violation of the AAUP by Publisher. Payments to Publisher Publisher shall receive payment related to the revenue actually received by Indeed with respect to valid clicks in relation to Program Elements displayed on Accepted URLs, in each case as determined by Indeed for its participants in the Program in its sole discretion. Publisher shall not be compensated for any transactions generated by Publisher or any party acting on Publisher's behalf. In addition, if Indeed is responsible for refunding revenue to a job sponsor or other advertiser because of artificial and/or fraudulent impressions or clicks, then Publisher shall refund the share of that revenue paid to Publisher. Indeed shall pay Publisher within 30 days of the end of each calendar quarter; provided the amount owing to Publisher is at least one hundred US dollars ($100). If the amount owing to Publisher is less than $100, the balance will carry over to subsequent calendar quarters until such time that the quarter-end balance is at least one hundred US dollars ($100). Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher Account. Indeed may withhold any and all payment if Publisher is in breach of any Terms and Conditions and Indeed shall have no further liability to Publisher. Termination Either party may terminate this Agreement and participation in the Program at any time by sending a notice by email to support-at-indeed dot com or other email address specified by Indeed in the case of Indeed, and to the email address specified in Publisher's profile in the Program in the case of Publisher. Upon termination of a publisher from the Program, for any reason and by either party, Publisher shall immediately remove all insertion codes and other Program Elements from all pages of its Web sites. Confidentiality Publisher shall not disclose Indeed Confidential Information without Indeed's prior written consent. "Indeed Confidential Information" includes without limitation: (a) all Indeed software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other performance statistics relating to the Program provided to Publisher by Indeed; and (c) any other information designated in writing by Indeed as "Confidential" or an equivalent designation. INDEED'S PROVISION OF THE PROGRAM AND PROGRAM ELEMENTS (THE 'SERVICE') IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INDEED EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INDEED MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET PUBLISHER'S REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. INDEED SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER DAMAGES INCURRED BY PUBLISHER FROM PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN NO EVENT SHALL INDEED'S AGGREGATE LIABILITY EXCEED THE AMOUNT OF FEES THEN DUE TO PUBLISHER AS DETERMINED PURSUANT TO THESE TERMS AND CONDITIONS. Miscellaneous (i) Indeed reserves the right to change the Terms and Conditions at any time. (ii) Publisher grants Indeed permission to refer to Publisher and its Websites in its marketing materials. (iii) These Terms and Conditions and any dispute arising from participation in the Program shall be governed according to the laws of the State of Connecticut.