SOURCE DIRECTION PURCHASE AGREEMENT

This Source Direction Purchase Agreement (“Order”) is being executed between you and/or the Company you represent (“You” or “Company”), and Source Direction, (“Source Direction”) a Colorado corporation having an address of 333. S Downing St, Denver, Colorado, 80209 and is effective as of the date you agree to these terms (the “Effective Date”).

This Order is at all times subject to the Terms of Service set forth in Exhibit A (“TOS”), which are hereby incorporated into this Order and shall govern the delivery of products or services (“Services”) outlined below (collectively, this Order and the TOS shall be known as the “Agreement”).

Any capitalized terms not defined herein shall have the meaning assigned to them in the TOS. In the event of a conflict between the terms of this Order and the TOS, the conflicting terms of this Order shall govern as to the Services set forth in this Order.

1.TERM

The Services outlined herein shall begin on the Effective Date and shall continue for one (1) year (the “Initial Term”) unless terminated prior to the end of such Initial Term. Thereafter, this Order shall auto-renew for additional monthly periods until terminated. Either party may provide written notice to the other party of its intent to terminate or not renew this Order at any time subject to the continued performance by Source Direction of the Services for which payment was already received (collectively with the Initial Term, the “Term”). Notwithstanding the termination of this Order, any subsequent use of the Source Direction web platform for any reason shall at all times be governed by the TOS.

2. PAYMENT TERMS

The Fees for granting you a subscription to the Source Direction web platform or for additional Add on Value Products that you may request are set forth in the fee schedule that was provided to you at the time of your purchase. The fees shall be paid as follows: (a) in full on the Effective Date for any Add on Value Products, (b) on the Effective Date for the first month of access and monthly thereafter for monthly subscription plans; and (c) in full on the Effective Date for any annual subscriptions and on each anniversary of the Effective Date thereafter for so long as this Order and your annual subscription remains active. Payments shall be made using the third party payment provider that you selected at the time of the Order. Such Third Party Providers shall be exclusively responsible for compliance with state and national regulations including Graham-Leach-Bliley. Source Direction shall automatically process payments for subscription fees using your selected payment provider until Source Direction has received a written request to (i) terminate the subscription at least ten (10) days prior to your next payment date; or (ii) update your preferred payment provider and account information. Source Direction reserves the right to suspend your account in the event that a payment fails or is otherwise declined when due. For annual subscribers, Source Direction may adjust the applicable subscription fees upon the expiration of the Initial Term but shall not increase such subscription fees by more than 10% annually for so long as you remain an annual subscriber. For both monthly and annual subscribers, Source Direction shall provide you with no less than thirty (30) days written notice prior to the effective date of any price increases. All payments are final and non-refundable subject to Source Direction’s compliance with all applicable state or federal laws.

3. SERVICES

You have requested and Source Direction has agreed to provide you with one or more of the following Services:

I. Subscription Services

All Subscription Services are subject to the limits and restrictions set forth in the description of such Services including the number of authorized named users and the number of concurrent and active job postings applicable to such Services. Authorized named users shall mean those users that you have designated as authorized based on the applicable name and email address that corresponds to such user(s). You may update or revise the list of authorized users by providing the applicable name and email address being replaced along with the updated or replacement email address in the Company Admin-Company Representatives tab of the application.

Any user that has been removed or replaced on your list of authorized users shall have account access revoked immediately following such update. Source Direction may suspend or terminate any accounts that it has reason to believe are being used by anyone other than the authorized named user. All notices and communications required hereunder shall be considered received when sent to the email addresses that you have provided to Source Direction. You are responsible for maintaining accurate account and contact information.

II. Add On Value Products

Add-on Value Products shall be provided following the completion of the services and may be provided in conjunction with one or more third party partners. Source Direction shall contact you within ten (10) days of your successful payment for such products by email to coordinate a time, date and, if applicable, location, to meet and perform the services (“Service Date”).

Source Direction shall use reasonable commercial efforts to provide any requested deliverables within fifteen (15) business days of the Service Date. You may request up to two (2) updates or revisions to any such deliverables provided that such request is received within ten (10) days of your receipt outlining the specific update or revisions requested.

Successful performance of these services is contingent upon your timely provision of information, response to scheduling requests, attendance at any mutually scheduled meetings and other reasonable assistance that Source Direction may require in order to successfully perform the services. Failure to respond to such requests or failure to attend a scheduled meeting at the agreed upon time may require payment of additional fees to cover any costs or expenses that Source Direction may incur as a result of such failures prior to its continued performance of the requested services.

4. PERFORMANCE

Source Direction shall use reasonable commercial efforts to provide the Services site in a timely and professional manner and maintain access to the website during regular business hours other than as required for maintenance and unavoidable service interruptions. Other than this limited warranty, all Services shall be provided pursuant to the TOS attached hereto as Exhibit A and as updated on the Source Direction Platform for time to time, which shall exclusively govern all other rights and remedies with respect to the performance and use of the Services.

I understand and agree with the terms of this Order and TOS and agree to submit payment to Source Direction using my designated electronic payment provider immediately following execution. I understand that this Agreement shall only bind Source Direction to these obligations upon receipt of such payment.

Document Version: V1.0
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