Terms & Conditions for Fairygodboss Employer Partnership Program

Last Updated: March 1, 2016

Fairygodboss, Inc. ("Fairygodboss", "us", or "we") through the Fairygodboss sites, including https://fairygodboss.com, as well as our mobile sites and native apps (together as the "Sites"), provides services related to sharing information about employers, salaries, culture and benefits (the "Services", as further defined below). Persons may to enter into the Fairygodboss Employer Partnership Program (the "Employer Partnership Program") which allow each such person (each such person, whether a natural person or a company, corporation or other legal entity, as an "Employer"; Employers are sometimes referred to as "you" in this Agreement; you, together with Fairygodboss are sometimes referred to as the "Parties" and each as a "Party") to create and control its own landing page, to provide information about the Employer's benefits and programs, and to participate in and to benefit from other services offered through the Sites

This Terms & Conditions Agreement for Fairygodboss Employer Partnership Program ("Agreement"), including the Fairygodboss Privacy Policy, which is hereby incorporated into this Agreement by reference, sets forth the legally binding terms for the Employer Partnership Program.

If you sign up for additional features and services that are governed by additional terms and conditions, we will inform you accordingly when you sign up for these additional features and services. Unless otherwise provided by such additional terms and conditions, they are hereby incorporated into this Agreement by reference.

Please read this Agreement carefully before using the Employer Partnership Program or parts thereof. This Agreement is a legally binding agreement between the Employer and Fairygodboss. By utilizing the Employer Partnership Program or clicking "accept" below you acknowledge that you are bound by the terms and conditions of this Agreement.

Fairygodboss reserves the right to change, update or modify this Agreement at any time without prior notice. You acknowledge that your continued use of the Employer Partnership Program after any such modification to this Agreement constitutes your agreement to and acceptance with any such changes or modifications to this Agreement.

Definitions

"Content" means any work of authorship or information, comments, opinions, postings, messages, text, files, images, photos, works of authorship, e-mail or other materials. "Members" are individuals who have a registered account on the Sites.

"User" means Visitors, Members and Employers.

"Services" means all content and services, including the Employer Partnership Program and any other services related to sharing information about employers, salaries, culture and benefits, made available by Fairygodboss to any User or Employer, whether through the Sites or otherwise.

"Visitor" is a visitor to the Sites.

Your Fairygodboss Employer Account

In order to utilize the Employer Partnership Program, you must create a Fairygodboss Employer account on the Sites (the "Employer Account"). In order to create an account you must provide certain information as requested on the Employer Account Signup Page ("Employer Information"). Any Employer Account you have created by registering on the Sites may be deleted without warning for any reason or no reason, for example, if in our sole discretion you breach any term, representation or warranty of this Agreement or any representation or warranty you make is inaccurate.

Username and Password. When you sign up to join the Employer Partnership Program you will also be asked to choose a user name and password for your Employer Account. You are entirely responsible for maintaining the confidentiality of your password and you should not share it with other persons. You will not use the Employer Account or password of another Employer at any time. You will notify us immediately if you suspect any unauthorized use of your Employer Account or access to or use of your password. You are solely responsible for any and all use of your Employer Account including activities by other persons.

Term and Termination. This effectiveness of this Agreement shall commence upon your creation of the Employer Account until its termination subject to the provisions of this Agreement (the "Term").

You may terminate this Agreement and your membership in the Employer Partnership Program at any time by sending written notice to Fairygodboss and deleting your Employer Account. For information on deleting your Employer Account please refer to the section entitled "Choices Regarding Personal Information" in the Privacy Policy. If you terminate your Employer Account but continue to use the Services as a Visitor, as defined in the Terms of Service available at https://fairygodboss.com/terms-and-conditions (the "Terms of Service"), your use of the Services is still subject to that Agreement.

We may terminate your Employer Account for any or no reason at any time by providing written notice ceasing to provide the Employer Account to you.

You understand that termination of this Agreement and the Employer Account you have created with us for any reason may involve deletion of your Employer Account information from our live databases. We will not have any liability whatsoever to you for any termination of your Employer Account nor any related deletion of your information

Deletion of your Employer Account information including any Personal Information provided by you (as defined in the Privacy Policy) is dictated by the Privacy Policy and may be performed at a time and manner within the sole discretion of Fairygodboss unless otherwise required by applicable law.

Unless earlier terminated by either Party pursuant to the terms and conditions of this Agreement the initial term of this Agreement shall be for a period of one year from the date that you execute this Agreement and create an Employer Account (such date as the "Commencement Date").

This Agreement will automatically be renewed for any number of one-year periods unless otherwise terminated by either party pursuant to the provisions of this Agreement (each such anniversary of the Commencement Date a "Renewal Date").

Unless otherwise agreed in writing, within 30 days of the Commencement Date and each Renewal Date you will pay the sum agreed (the "Employer Partnership Fees") to Fairygodboss, for the right to access and utilize the Employer Partnership Program. If you terminate this Agreement and withdraw from the Employer Partnership Program within 30 days of your payment of the Employer Partnership Fees you shall be refunded 80% of such Employer Partnership Fees, payable within thirty days of such termination and withdrawal. Aside from the provisions of the foregoing sentence, under no circumstances are any of the Employer Partnership Fees subject to any refund, return, proration, offset or other reduction or withdrawal.

Fairygodboss may, in its sole discretion, increase the Employer Partnership Fees at any time provided that any such increase shall only be binding on you on any given Renewal Date if notice of such increase has been provided to you at least thirty days before such Renewal Date.

Ownership and Use of Employer Partnership Program

Your Grant and Use of the Employer Partnership Program Generally. We do not claim ownership in any content that you upload, provide, make available or otherwise transfer or upload ("post") to the Services but, in order to legally provide our Users with the Services we must have certain rights to use such Content in connection with the Services, as set forth below. In return, we also grant you certain use rights as set forth in the section entitled Fairygodboss Content to the Content that we (or our licensors) own and use to provide the Services to you and other Users. By posting any Content to the Services, you hereby grant to us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, perform, display, create derivative works of and distribute such Content in any and all media (now known or later developed) throughout the world. Fairygodboss reserves the right to aggregate your Content with the Content of other Users and publish reports, press releases, articles or other publicly available media in any manner it may choose, which such manner may acknowledge you as the source of Content or may consist of inclusion of your Content in such publicly available media on an anonymized basis. No compensation will be paid or is required with respect to this grant. You should only post Content to the Services that you are comfortable sharing with others under the terms and conditions set forth herein.

Fairygodboss Content. The Services contain Content provided by us and our licensors ("Fairygodboss Content"). We and our licensors (including other Users) own and retain all proprietary rights in the Fairygodboss Content and we own and retain all property rights in the Services. Subject to the terms and conditions of this Agreement, Fairygodboss hereby grants you a limited, revocable, non-sublicensable license under the intellectual property rights licensable by us to download, view, copy and print Fairygodboss Content from the Services solely for your internal use in connection with the Services. Nothing in this Agreement shall be interpreted to grant any licenses in any Fairygodboss Content aside from those explicitly granted herein.

Content from other Users and Employers. Content from other Users, advertisers and other third parties is made available to you through the Services. Because we do not control such Content (a) we are not responsible for any such Content, including advertising and information about third party products or service, employer and salary-related information provided by other Users and (b) we make no guarantees about the accuracy, currency, suitability or quality of the information in such Content and we assume no responsibility for unintended, objectionable, inaccurate, misleading or unlawful Content made available by other Users, advertisers and third parties.

Responsibility. Your interactions with other Employers on the Services or with advertisers, including payment and delivery of goods or services and any other terms, conditions, warranties or representations associated with such dealings are solely between you and any such other User or advertiser. You acknowledge that we are not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User's use or disclosure of information about you that you have provided to publicly available sections of the Services. If there is a dispute between you and any third party (including any User) we are under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and other Users. You are solely responsible for Content you post to the Services and its accuracy. Fairygodboss takes no responsibility and assumes no liability for any Content posted to the Services by you or any third party.

Fairygodboss User Interaction. You will not use any information obtained from the Services to harass, abuse or harm another person or in order to contact, advertise to, solicit or sell to any User without their prior explicit consent. To protect our Users from such advertising or solicitation, we reserve the right to restrict the number of communications which a User may send to other Users and the sharing of any Content in any period to a number and amount which we deem appropriate in our sole discretion. Violations of this Section may result in the termination of your Employer Account by Fairygodboss.

License in Your Trademarks. You grant Fairygodboss a non-exclusive, non-transferable right to use your name, logos, trademarks and service marks (unregistered or registered) or any other symbol or logo used by you (together "the Employer Marks") for the purpose of and in connection with the provision of the Services under this Agreement including for the purposes of Fairygodboss publicity, press releases or any reports or other content produced by Fairygodboss pursuant to this Agreement.

Acceptable Use and Prohibited Conduct

You are solely responsible for any and all Content that is posted through your Employer Account on the Services and for your interactions with other Users.

Prohibited Content. You will not post any Prohibited Content or use any Prohibited Content in connection with the Services. "Prohibited Content" is Content that:

(i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or is pornographic or sexually explicit in nature;

(ii) bullies, harasses or advocates stalking, bullying or harassment of another person;

(iii) involves the transmission of “junk mail”, “chain letters” or unsolicited mass mailing or "spamming";

(iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

(v) promotes, copies, performs or distributes an illegal or unauthorized copy of another party or person's intellectual property, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices or providing pirated music, videos or movies or links to such pirated music, videos or movies;

(vi) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner or solicits personal information from anyone under eighteen (18);

(vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy or providing or creating computer viruses or other harmful code;

(viii) solicits passwords or personally identifying information for commercial or unlawful purposes from other Users;

(ix) except as expressly approved by us, involves, promotes or solicits for commercial activities provided by yours or of a third party;

(x) promotes contests, sweepstakes, barters, advertising or pyramid schemes;

(xi) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or similar software;

(xii) contains information which would violate any confidentiality, non-disclosure or other contractual restrictions or rights of any third party, including any current or former employers or potential employers; or

(xiii) otherwise violates the terms and conditions of this Agreement or is otherwise unacceptable within our sole discretion.

Prohibited Conduct You will not:

(i) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell or create derivative works based on the Services or the Fairygodboss Content;

(ii) rent, lease, loan or sell access to the Services;

(iii) cover or obscure any banner advertisements on the Services or any Fairygodboss page via HTML/CSS, scripting or any other means;

(iv) introduce software or automated agents to the Services or access the Service so as to produce multiple accounts, generate automated messages or to strip or mine data from the Services;

(v) interfere with, disrupt or modify any data or functionality of the Services;

(vi) use the Services to solicit the performance of any illegal activity or other activity which infringes, misappropriates or otherwise violates the rights of Fairygodboss or others;

(vii) use the Services in any manner that could damage, disable, overburden or impair any server or the network(s) connected to any server or interfere with any other party’s use and enjoyment of the Sites;

(viii) attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to any server or to any of the services, through hacking, password mining or any other means;

(ix) obtain or attempt to obtain any materials or information not intentionally made available to you through the Services;

(x) frame the Services or any portion thereof without the prior written consent of Fairygodboss;

(xi) use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology or reverse-engineer or use any similar and/or manual process to access, acquire, catalog, store, reproduce, distribute or monitor any (xi) use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology or reverse-engineer or use any similar and/or manual process to access, acquire, catalog, store, reproduce, distribute or monitor any

(xii) take any action to interfere with or disrupt the Services, circumvent any security measures on any of the Services or attempt to exceed the limited authorization and access granted to you under this Agreement;

(xiii) mislead Fairygodboss or third parties as to the origin of any Content that you or another person posts to the Services;

(xiv) impersonate another User or person, including any of our employees or use a false identity or use a false e-mail address when creating an Employer Account or otherwise using the Services; or

(xv) remove any copyright, trademark or other intellectual property right notices contained in the Services.

Employer Representations. You represent and warrant that:

(a) all information you provide to us, through the Services or otherwise, including registration information, is truthful and accurate;

(b) you will maintain the accuracy of such information;

(c) your use of the Services is not and will not be defamatory, libelous or infringe the intellectual property rights, including trademarks, copyrights patents, trade secrets, publicity rights, privacy rights and moral rights, of any third party;

(d) you own or otherwise have the right to post your Content without seeking the permission of any third party or if such permission is necessary you have obtained it;

(e) you have the right to grant the licenses set forth in this Agreement;

(f) your use of the Services does not and will not violate any applicable law, order or regulation or any other obligation (including contractual obligation) you might have towards third parties or imposed upon you by law, contract or otherwise;

(g) by providing or posting your Content, you do not violate any confidentiality, non-disclosure or contractual obligations you might have towards a third party, including your current or former employer or any potential employer;

(h) all Content you provide with regard to your employment policies is correct and complete in all material respects;

(i) if you are entering this Agreement on behalf of an organization, including any corporation, limited liability company, partnership or other organization, that you are an authorized on behalf of your organization to enter into this Agreement, that this Agreement will be binding on your organization, that your organization has taken all steps necessary to authorize the execution, delivery and performance of this Agreement and that your organization has had adequate opportunity to consult its counsel regarding the content of this Agreement, the Services and the Employer Partnership Program, including the opportunities and liabilities presented by all of the foregoing; and

(j) you acknowledge that Fairygodboss retains sole discretion in determining whether any Content is violative of any policy of Fairygodboss and Fairygodboss’s decision to remove or not to remove any Content form the Sites or the Services is final and though you may request reconsideration of any such decision, such ability to request reconsideration does not confer any rights to challenge or appeal the final decision of Fairygodboss before any other authority, tribunal or court and such final decisions of Fairygodboss shall be binding and unappealable.

Lawful Use. You will use the Services in a manner consistent with any and all applicable laws and regulations and solely for lawful purposes. The Services are for the use of Users only as consistent with this Agreement, the Terms of Service, the Privacy Policy and any other agreement we incorporate into this Agreement by reference. Commercial advertisements, affiliate links and other forms of solicitation may be removed from your Content without notice and may result in suspension or termination of your Account.

Enforcement by Fairygodboss. Fairygodboss has the right, in its sole discretion, to monitor any and all use of the Sites to the extent permitted by applicable laws, rules or regulations. Any use of the Services in violation of this Agreement, as judged in the sole discretion of Fairygodboss, may result in, among other consequences, termination or suspension of your rights to use the Services. We may disclose information about your use of the Services in accordance with our Privacy Policy. We have the right (but not the obligation) to review any Content and delete or takedown any Content that in our sole discretion violates this Agreement or which is Prohibited Content or may otherwise violate the rights, harm or threaten the safety of any User or any other person or create liability for us or any User or for any other reason within our reasonable discretion. We reserve the right (but have no obligation) to investigate and take appropriate legal action in our sole discretion against you if you violate this provision or any other provision of this Agreement, including without limitation, removing Content from the Services, terminating your membership and Account, reporting you to law enforcement authorities and taking legal action against you. You are solely responsible for creating backup copies of and replacing any Content you post on the Services at your sole cost and expense.

Third Party Websites

The Services may contain links to third-party websites ("Third-Party Websites") (a) placed by us as a service to those interested in this information; or (b) posted by other Users. We do not monitor or have any control over, and make no claim or representation regarding Third-Party Websites. Unless otherwise explicitly indicated, to the extent such links are provided by us, they are provided only as a convenience, and such link to a Third-Party

Website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Website. This Agreement and the Privacy Policy do not govern any activity outside of the Sites and Services. We are not responsible for the content, security, availability, accuracy or practices of the Third-Party Website and expressly disclaim any responsibility for malware, worms, time bombs, bots or any other harmful or deleterious programs or materials in said links or Third-Party Websites. You assume all risk and responsibility if you click on a link on the Sites that leads you away from the Sites.

Disclaimer of Warranties

Fairygodboss endeavors to secure its sites by utilizing commercially reasonable security practices, but it cannot guarantee that the Services will be error-free or completely secure. Fairygodboss will attempt to provide the Services without interruption, but the Services and all information, content, materials, products (including any software) and other services included on or otherwise made available to you through the Services are provided by Fairygodboss on an "as is" and "as available" basis, unless otherwise specified in writing. Fairygodboss does not guarantee that you will be able to access the Services at any time of your choosing.

To the fullest extent permitted by applicable law, none of Fairygodboss nor any of its employees, owners, members, managers, partners, spokespersons, affiliates, agents, suppliers, sub-contractors or licensors, including their predecessors, successors and assigns (together as the "Fairygodboss Parties") make any warranties of any kind and disclaim all warranties, oral or written, express or implied, as to the Services, information, content, materials, products (including any software) or other services included on or otherwise made available to you through the Services or any warranties arising from course of dealing, course of performance or otherwise including any warranties of merchantability, fitness for a particular purpose, conformity to any representation or description, warranties that the Services are completely secure, error-free or the information or content contained thereon accurate or warranties of non-interruption, non-interference or non-infringement, unless otherwise specified in writing.

Fairygodboss is not responsible for any of the actions or omissions of its Users, including the content of their posts to the Services.

Fairygodboss reserves the right to terminate your access to the Services at any time without cause or notice.

Availability of the Sites

You acknowledge that access to the Services will be provided over various facilities and communications lines, and information will be transmitted over local exchange and internet backbone carrier lines and through routers, switches and other devices (collectively, "carrier lines") owned, maintained and serviced by third-party carriers, utilities and internet service providers, all of which are beyond Fairygodboss's control. Fairygodboss assumes no liability for or relating to the integrity, privacy, security, confidentiality or use of any information while it is transmitted on the carrier lines or any delay, failure, interruption, interception, loss, transmission or corruption of any data or other information attributable to transmission on the carrier lines. Use of the carrier lines is solely at your risk and is subject to all applicable local, state, national and international laws.

Except as expressly required or warranted under this Agreement and to the extent permitted by law in no event will Fairygodboss be liable for failing to provide the Services under any theory of liability, whether in contract, tort, strict liability or otherwise.

Fairygodboss takes no responsibility for and disclaims any and all liability arising from any inaccuracies or defects in the communication lines, the internet or your internet service provider ("isp"), computer hardware or software or any other service or device that you use to access the sites.

Limitation of Liability

It is expressly agreed that in no event shall Fairygodboss or any Fairygodboss Party be liable for any special, indirect, consequential or exemplary damages, including reputational harm and any consequential damages therefrom, loss of profits or revenues, interruption of business, loss of use, or consisting of, arising from or relating to any act or omission related to or arising from the utilization of the Services or any loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability or any other theory of liability, even if we have been apprised of the possibility or likelihood of such damages occurring. Fairygodboss and the Fairygodboss Parties disclaim any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the sites. You expressly agree that your use of the Services is at your sole risk.

Fairygodboss and the Fairygodboss Parties will not be liable for any damages of any kind arising from the use of any Fairygodboss Services or from any information, content, materials, products (including software) or other services included on or otherwise made available to you through any Fairygodboss Services, including direct, indirect, incidental, punitive and consequential damages, unless otherwise specified in writing.

Notwithstanding anything to the contrary contained herein, where permitted by applicable law, you acknowledge that our liability to you for any damages arising from or related to your use of Fairygodboss's Services (for any cause whatsoever and regardless of the form of the action) will at all times be limited to the lesser of (i) the direct damages suffered by backbone carrier lines and through routers, switches and other devices (collectively, "carrier lines") owned, maintained and serviced by third-party carriers, utilities and internet service providers, all of which are beyond Fairygodboss's control. Fairygodboss assumes no liability for or relating to the integrity, privacy, security, confidentiality or use of any information while it is transmitted on the carrier lines or any delay, failure, interruption, interception, loss, transmission or corruption of any data or other information attributable to transmission on the carrier lines. Use of the carrier lines is solely at your risk and is subject to all applicable local, state, national and international laws.

Except as expressly required or warranted under this Agreement and to the extent permitted by law in no event will Fairygodboss be liable for failing to provide the Services under any theory of liability, whether in contract, tort, strict liability or otherwise.

Fairygodboss takes no responsibility for and disclaims any and all liability arising from any inaccuracies or defects in the communication lines, the internet or your internet service provider ("isp"), computer hardware or software or any other service or device that you use to access the sites.

Limitation of Liability

It is expressly agreed that in no event shall Fairygodboss or any Fairygodboss Party be liable for any special, indirect, consequential or exemplary damages, including reputational harm and any consequential damages therefrom, loss of profits or revenues, interruption of business, loss of use, or consisting of, arising from or relating to any act or omission related to or arising from the utilization of the Services or any loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability or any other theory of liability, even if we have been apprised of the possibility or likelihood of such damages occurring. Fairygodboss and the Fairygodboss Parties disclaim any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the sites. You expressly agree that your use of the Services is at your sole risk.

Fairygodboss and the Fairygodboss Parties will not be liable for any damages of any kind arising from the use of any Fairygodboss Services or from any information, content, materials, products (including software) or other services included on or otherwise made available to you through any Fairygodboss Services, including direct, indirect, incidental, punitive and consequential damages, unless otherwise specified in writing.

Notwithstanding anything to the contrary contained herein, where permitted by applicable law, you acknowledge that our liability to you for any damages arising from or related to your use of Fairygodboss's Services (for any cause whatsoever and regardless of the form of the action) will at all times be limited to the lesser of (i) the direct damages suffered by you and (ii) the amount of the Employer Partnership Fees most recently paid by you to Fairygodboss.

Because some jurisdictions do not allow the exclusion or limitation of certain warranties, conditions or categories of damages certain of the above exclusions or limitations may not apply to you. In such jurisdictions, Fairygodboss's warranties, conditions and liability are limited to the fullest extent permitted by law.

Indemnification

You agree to indemnify, defend and hold harmless Fairygodboss and the Fairygodboss Parties from and against any claim, cost or liability, including reasonable attorneys' fees, arising out of: (a) your use or misuse of the Services; (b) any breach by you of any representations, warranties, covenants or agreements contained in this agreement; (c) the actions of any person gaining access to the Services under a user identification or account assigned to or created by you; (d) the actions of anyone using a user identification or account, password or other unique identifier assigned to you that adversely affects the Services or any information accessed through the Services, including but not limited to a security breach; and (e) your negligent or willful misconduct.

DMCA Notice

You acknowledge that pursuant to the Digital Millennium Copyright Act ("DMCA") Fairygodboss may respond in accordance with the requirements of the DMCA to "take-down" notices from third parties that allege that the inclusion in or our Services or on Fairygodboss systems of information which you provide violates their copyrights. In so doing, Fairygodboss may elect to remove (or require you to remove) such allegedly infringing information from the Services and/or Fairygodboss systems unless you object to the allegation of infringement, in which case Fairygodboss in its sole discretion may elect to maintain or restore the allegedly infringing information to the Services and/or Fairygodboss systems pending the outcome of litigation which you may institute against the alleged copyright owner pursuant to the DMCA. You will cooperate fully with Fairygodboss to assure compliance with the DMCA upon receipt by Fairygodboss of any "take-down" notice issued by any third party and in so doing to promptly inform Fairygodboss whether you object to any such "take-down" notice and, if so, whether you will institute litigation to challenge the allegations of copyright infringement.

Notice and Procedure for Making Claims of Copyright Infringement

Fairygodboss respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Fairygodboss's copyright agent the written information specified below:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

• A description of the copyrighted work or works that you claim have been infringed upon;

• A description of where the material that you claim is infringing is located on the site;

• Your address, telephone number and e-mail address;

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Fairygodboss's Copyright Agent for notice of claims of copyright infringement on the Fairygodboss’s Sites can be reached as follows:

Fairygodboss Inc.

32 W 39th Street, 4th fl.

New York, NY 10018

ATTN: DMCA Copyright Agent

Email notifications may be sent to dmcaagent@fairygodboss.com

Please note that this procedure is exclusively for notifying Fairygodboss that your copyrighted material has been infringed.

Miscellaneous

Amendments. We reserve the right to update or modify this Agreement or Privacy Policy at any time without any prior notice. As a result, you should review this Agreement and Privacy Policy every time you use any of the Services. Your continued use of the site constitutes acceptance of any changes to this Agreement and the Privacy Policy. If we make material changes to the Agreement or the Privacy Policy, we may, within our sole discretion or as otherwise required by law, notify you by sending an e-mail to your e-mail address, as specified in your Employer Account, or by posting a notice of such change to the Services. When we change this Agreement or the Privacy Policy we may post those changes to this page and the Privacy Policy webpage, respectively, as well as any other places we deem appropriate.

Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including Internet service providers), acts of God or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

Release. To the maximum extent permitted by applicable law, you hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death and property damage, that are either directly or indirectly related to or arises from (i) the actions or omissions, including the Content of any posts, of other Users, (ii) any of your interactions with other Users or (iii) your participation in any of our offline events.

Governing Law and Waiver of Class Action. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without reference to or application of its rules or principles of conflicts of law. Each of the Parties hereto hereby irrevocably agrees that any action, suit or proceedings against any of them by any of the other aforementioned parties with respect to this Agreement shall be brought before the exclusive jurisdiction of the federal or state courts located in New York County, New York, unless all the Parties hereto agree in writing to any other jurisdiction. Each of the Parties hereto hereby submits to such exclusive jurisdiction and consents to service of process by certified or registered mail, return receipt requested, directed to the address last specified for notices. Each of the Parties hereby waives any right to trial by jury to the fullest extent permitted by law.

By entering into this agreement, you and Fairygodboss are each waiving the right to trial by jury or to participate in a class action lawsuit.

YOU HEREBY KNOWINGLY AGREE THAT ANY PROCEEDING, IN COURT OR BEFORE ANY OTHER COMPETENT TRIBUNAL, INCLUDING AT ARBITRATION IF APPLICABLE, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. YOU HEREBY ACKNOWLEDGE THAT BY AGREEING AND ACCEPTING THIS TERM YOU ARE WAIVING YOUR ABILITY TO JOIN A CLASS ACTION AGAINST FAIRYGODBOSS.

Entire Agreement.This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the Parties in connection herewith.

No Oral Modification.This Agreement shall not be revoked, rescinded, amended, or modified as to any of its terms or conditions except by a writing signed by the Parties hereto.

Binding on Successors.This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, administrators, executors, successors and assigns. This Agreement shall not be assigned without the prior written consent of each of the Parties hereto and any attempt to make any assignment without such prior written consent shall be null and void ab initio.

No Waiver. The failure of any Party at any time or times to require performance of any provision hereunder shall in no way affect the right of such Party at a later lime to enforce the same. The rights and remedies conferred upon the Parties hereto shall be cumulative, and the exercise or waiver or any such right or remedy shall not preclude or inhibit the exercise of any additional rights or remedies. The waiver of any right or remedy hereunder shall not preclude the subsequent exercise of such right or remedy.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by digital signature, or other digital process, including by any Party "clicking" the Accept button present on the a website or other digital site displaying this Agreement.

No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights, either express or implied, upon any person or entity, other than the Parties hereto and their respective successors, permitted assigns, heirs, executors, personal representatives, administrators, and legal representatives.

Severability. If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability and all other terms hereof shall remain in full force and effect. To the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.

Interpretation. The headings of the sections contained in this Agreement are solely for convenience or reference and shall not affect the meaning or interpretation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

Prevailing Party. In any court action at law or equity, or any other proceeding, including any arbitration, which is brought by one of the Parties to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorney's fees, in addition to any other relief to which that Party may be entitled.

Notices. Any notice to be given under this Agreement shall be given, if to you, to the information provided by you when you registered your Employer Account, and if to Fairygodboss, to info@fairygodboss.com, with a copy to wnewman@bartonesq.com, or at any other notice address provided by either Party to the other Party in writing.

Copyright/Trademark Information. Copyright © 2016, Fairygodboss Inc. All rights reserved. Fairygodboss™ is a trademark of Fairygodboss, Inc. The trademarks, logos and service marks ("Marks") displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Mark.