Terms of Use Last Updated: May 01, 2024

The Website, Services, and Platform are provided by the iThrive Corporation (herein referred to as “iThrive”), a Delaware corporation with a principal place of business located at 620 Newport Center Drive, Newport Center – Suite 1100, Newport Beach, California 92660.

SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND

1.1 Definitions.

References to “Market Network” means iThrive is powered by people and combines the best features of leading marketplaces with a social network by bringing the sharing economy to $600+ billion global staffing industry.

References to “Platform” means the portion of the iThrive Services offered by us and available via the Members only area of the Website.

The platform helps hiring companies save money, staffing firms, independent recruiters and channel partners increase their income, and individuals earn money – all made possible through our proprietary business model and revolutionary monetization engine.

References to “Back Office Services” means any and all services offered by us, including but not limited to the market network and distributing of earned commissions and other compensation for Placements and other sales.

References to “PerformPay” means that iThrive securely calculates, publishes, bills, collects, deposits, and distributes accrued commissions to members worldwide.

References to “Shareable Staffing Commissions” means the total full-time and temporary staffing commissions to share with our members.

References to “Member” means any person who is a registered user of the Website, Platform and/or Services.

References to “Monetizer” on calculators means that commission will be paid to the selected individual monetized member of the placement team or company. Companies to include Hiring Company, Staffing Firm, or Channel Partner.

References to “Payee” means any member who receives commission payment.

References to “Job Seeker” means any person who has been activated via the Platform.

References to “Candidate” means any person who is in the interview process via the Platform.

References to “Hiring Company” means an individual and/or entity who seeks employment of a Candidate for a Full-Time or Temporary Placement and authorizes said Placement to be advertised via a Job Posting and filled via the Platform and Members’ efforts and is responsible for paying wages and placement fees.

References to “Staffing Firm” means that certain entity that undertakes to represent the Hiring Company in seeking a qualified Job Seeker for a FullTime or Temporary Placement.

References to “Channel Partner” means an entity that otherwise represents the Hiring Company in seeking a qualified Job Seeker for a Full-Time or Temporary Placement by posting open positions.

References to “Individual” means a natural person that selects Individual, when monetizing the Performance Percentage independently or sharing it with another member.

References to “Independent Recruiter” means a natural person that operates as a freelance talent acquisition professional who works on the platform to find and fill jobs while continuing to grow their network.

References to “Company” means a natural person that selects Company, when monetizing the Performance Percentage on behalf of a company and sharing it with them.

References to “Full-Time Placement” means a Placement of a Candidate in a Full-Time, or salaried position.

References to “Temporary Placement” means a Placement of a Candidate in a Temporary, or hourly, position.

References to “Contact Originator” means that Member who enters or invites a unique contact into the Platform.

References to “Contact Activator” means that Member who creates company work history on the resume summary for a Job Seeker’s previous three (3) companies they worked for, if applicable, processes the supplemental form, and finalizes interview.

References to “Matchmaker” means the Member who matches Contacts to the Job Posting or the Job Postings to Contacts.

References to “Match Qualifier” means that Member who connects with the Contact, updates the resume summary if needed and, if the Contact is qualified for the Job Posting, getting the Contact’s exclusive representation rights approval, and processing the match accordingly.

References to “Job Originator” means that Member who enters a Job Posting into the Platform.

References to “Job Activator” means that Member who defines the Job Posting and opens the Job Posting on the Platform.

References to “Hiring Facilitator” means that Member who facilitates the hiring process through confirming additional interviews with a Candidate, debriefs both a Candidate and a Hiring Company representative post-interview, contacts a Candidate’s references, finalizes a Placement, completes the Placement checklist, finalizes, and submits the Placement recap, and updates a Job Posting status to “closed.”

References to “Duplicates” means any Company and/or Contact profiles that are duplicates will be deleted and only the originals will be honored.

References to “Performance Percentage Distribution” means the compensation percentage distribution of commissions earned for any role fulfilled in a Placement.

References to “Placement” means the hiring of a Candidate for a Permanent, Temporary, Temporary-to-Hire, Contract, Internship, or Part-Time job by a Hiring Company where said hiring arises from or relates to Members’ efforts via the Platform.

References to “Premium Subscriptions” means those areas of the Platform and/or additional Services that are subject to an additional fee.

References to “One-time Transactions” means those single transactions and sales of Services that are subject to additional, one-time fees.

References to “Gig” means Member services offered via the Platform for a set flat fee and/or hourly rate.

References to “Shop” means Member ecommerce solutions offered via the Platform for a for a set subscription and posted mark-up.

References to “Your Network” means the total number of Members who are in any given Member’s First (1st) through Seventh (7th) degree connections.

References to “Connect New Member” means you have 48 hours to connect a new member as a first-degree connection to any member on the platform. If you do not connect the contact in the allowed time, the new member will be automatically connected as your first-degree connection.

References to “Exponential Percentage” is calculated by dividing cumulative commissions by revenues produce.

For example:

Cumulative Commission of $150,000 divided by $100,000 Individual Revenues multiplied by 100% equals an Exponential Percentage of 150%.

In other words, you earned 150% of what you personally produced.

The additional commission you earn from your network of staffing and ancillary revenue make this possible.

In a nutshell, the more everyone produces, the more everyone earns. It is the power of the network effect.

References to “Accrued Commission” means all Staffing and Ancillary Commission available for payment. Staffing Commissions that have been processed and are available for payment to a member where any bank or payment process hold has been lifted and the Guarantee Period has expired are accrued.

References to “PerformPay+” account means by geographical location, hiring companies, staffing firms, schools, and channel partners earn 80% commission based on their monetized role in the talent supply chain.

It is your company’s private employee staffing system.

References to “Terms” and/or “Agreement,” means this, these Terms of Use, as set forth herein.

References to “Material Breach” means any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.

References to “us,” “we,” “our,” and/or mean iThrive.

References to “Website” means the Website bearing the URL www.ithrive.com, and shall include, without reference, the Platform.

References to “you,” means the user of the Website and/or Services.

References to “UTC,” means Coordinated Universal Time which we use on the platform and is the primary time standard by which the world regulates clocks.

References to “Flag,” means members can anonymously flag content that is inappropriate or false. All member flagged content is automatically sent to iThrive Support for analysis and binding resolution

References to “Collaborative Content Creation,” means use of the platform, members can anonymously under a screen name update and share content in team rooms, notes, and reviews.

1.2. Agreement to be Bound.

The following Terms of Use, together with the relevant information set out on the Website, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials, are subject to the Terms of Use set forth below. Please read them carefully as any of use of the Website and/or the Services constitutes an agreement, without acceptance, to be bound thereby by the Member. By using the Website and/or the Services, and, upon registration therefor, by clicking that you agree to these Terms, you represent that you are of legal age to enter into binding contracts in the state or country in which you reside, have read and understand these Terms, and that you agree to be bound by these Terms of Use as set forth below.

These Terms of Use are subject to the Privacy Policy, which also governs your use of the Website and the Services.

SECTION II: GENERAL PROVISIONS

2.1. About Us; iThrive not Vendor, Hiring Company; No Endorsement.

iThrive acts as a market network to allow Members to post, recommend, staff jobs, and provide staffing services. We securely calculate, publish, bill, collect, deposit and distribute earned commissions on Placements to companies, staffing firms, and individuals on a global scale.

As an online service provider, we do not endorse or promote any Companies or Contacts, Job Seekers and/or Candidates, and we have no control over the quality, legitimacy, accuracy, safety, morality or legality of any aspect of any Job Postings or resume information provided by any Job Seeker or Member, the truth or accuracy of the same, the ability of any Candidate to provide the services required by any Job Listing or any Hiring Company’s ability to pay for such services, the ability of any Member to perform the staffing services, or the identity of any person or entity. If you rely on any of the information provided by or on the Website, you do so solely at your own risk.

You acknowledge and agree that we do not sell, offer to sell, invite to sell, make, or solicit any job offers. IN ALL INSTANCES, ALL OFFERS OF EMPLOYMENT ARE ADVERTISED, SOLICITED, OFFERED, ACCEPTED, MADE AND DELIVERED BY EMPLOYERS WITH WHOM AN EMPLOYEE OR CONTRACTOR DIRECTLY CONTRACTS. AT NO TIME WILL AN EMPLOYER/EMPLOYEE RELATIONSHIP EXIST BETWEEN US. In all instances, any solicitation, invitation, offer, advertisement, or communication is void where prohibited by law.

All employment decisions related to any and all Candidates shall be made in the Hiring Company’s sole and exclusive discretion. iThrive is strictly not liable for any employment decisions.

2.2. Back Office Services

iThrive provides the following back-office services:

2.2.1 Staffing

Our extensive industry and occupational specialty expertise enable you to find and fill executive, middle management, and staff-level jobs. We also help you to find and fill jobs at the highly specialized, highly skilled senior-consulting, professional and temporary levels on both a project and temporary basis.

2.2.2 Employer of Record

Our back office, as your Employer of Record, manages every aspect of temporary labor service, creating efficiencies and greater cost effectiveness while minimizing risks.

2.2.3 Background Screening

You have access to a comprehensive suite of background screening solutions that mitigate hiring risk while delivering solutions customized to specific industries and particular organizational needs.

2.2.4 Temporary Housing Services

We provide access to temporary housing services for employee relocation or an extended stay for a project.

2.2.5 Administration

You have access to a skilled and comprehensive administrative team to handle every administrative need.

2.2.6 Customer Service Support

Whether it is answering a question, communicating information, or handling administrative tasks, iThrive can handle the full spectrum of customer service needs.

2.2.7 Time & Attendance

You have access to a complete time and attendance system via mobile apps for iPhone and Android.

2.2.8 Payroll

We provide payroll services to you to ensure that payroll is handled efficiently and effectively.

2.2.9 Worker’s Compensation Insurance

We handle worker’s compensation claims as part of our back-office services.

2.2.10 Healthcare

Our nationwide health insurance carrier provides several options to choose from, allowing you the flexibility to offer attractive benefits to your employees.

2.2.11 Human Resource Services

We provide expert and supportive human resource services.

2.2.12 Legal

We provide full-service support for legal issues to keep you in compliance and answer any legal questions or concerns.

2.2.13 Safety Training

We offer safety training as part of our back office services to promote a positive work environment.

2.2.14 Unlimited Payroll Funding

We provide unlimited payroll funding with no interest on borrowed money for weekly payroll.

2.3. Use of the Services at your Own Risk, No Verification.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT WHILE WE MAY PROVIDE INFORMATION ABOUT CANDIDATES OR HIRING COMPANIES, SUCH AS REVIEWS AND SATISFACTION SCORES, LOCATION VERIFICATION AND BACKGROUND CHECK SERVICES, WE ARE NOT RESPONSIBLE FOR THE ACCURACY OF SUCH INFORMATION. YOU FURTHER AGREE AND ACKNOWLEDGE THAT WE PROVIDE SUCH INFORMATION SOLELY FOR INFORMATIONAL PURPOSES ONLY, AND IT IS NOT TO BE CONSTRUED AS A PROFESSIONAL REFERENCE, RECOMMENDATION, OR ENDORSEMENT. User authentication on the Internet is difficult, and iThrive cannot, does not, and will not verify that each Member is who he, she, or it claims to be. You assume all the risks inherent in the use of the Website and the Services, including, but not limited to, the risks of bodily harm, the risk of dealing with strangers or persons underage, and any risks affiliated with foreign nationals and other users with whom you come into contact as a result of using the Website and/or the Services. It is your responsibility to evaluate the truth and accuracy, completeness, usefulness, or validity of all the opinions, advice, service, promotions, advertisements, awards, prizes, or other information that you receive as a result of your use of the Website and/or the Services. You are solely and uniquely responsible for conducting your own due diligence.

2.5. No Promise of Profit.

Your success as a Member depends entirely upon your performance and that of your Network; availability of Job Postings and qualified Candidates; and your own skills and availability as well as the skills and availability of the Members in your Network. YOU HEREBY ACKNOWLEDGE THAT ITHRIVE HAS NOT AT ANY TIME PROMISED YOU ANY FINANCIAL GROWTH, PROFIT, COMPENSATION OR SUCCESS SHOULD YOU CHOOSE TO PARTICIPATE IN THE SERVICES. YOU CERTIFY THAT NEITHER ITHRIVE NOR ANY OTHER ITHRIVE MEMBER HAS MADE ANY CLAIM OF GUARANTEED OR ASSURED INCOME, PROFIT, OR SUCCESS OR ANY REPRESENTATIONS OF ANTICIPATED PROFIT, INCOME, OR SUCCESS THAT MIGHT RESULT FROM YOUR EFFORTS. You further agree, acknowledge, and represent that you will not make any financial claims or projections to others regarding iThrive to any other Member, Candidate, or Third Party.

2.6. Accuracy, Completeness and Timeliness of Information.

We are not responsible if information made available on the Website and/or the Services is not accurate, complete, or current. You acknowledge that the Website and the Services are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. You acknowledge further that any reliance on the Website and/or Services is at your own risk.

2.7. Errors in WebSite and/or Services.

We do not warrant that any errors in the Website and/or Services will be corrected.

2.8. Modifications and Changes to the Terms of Use.

We may modify, add to, suspend, or delete these Terms of Use or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions or deletions being immediately effective upon their posting to the Website. Your use of the Website and/or continued use of the Services after modification, addition or deletion of these Terms of Use shall be deemed to constitute acceptance by you of the modification, addition, or deletion.

2.9. Modifications and Changes to the WebSite and/or Services.

We may modify, add to, suspend, or delete any aspect of this Website and/or Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.

2.10. Access to Website and/or Services.

Though we try to make the Website and Services available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Website and Services will be at all times available.

We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Website and/or Services.

2.11. Right of Refusal, Limitation, Discontinuation, and Termination.

We reserve the right to refuse to provide access to the Website and/or the Services for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a Member Account for any reason whatsoever, including but not limited to a breach or violation by the Member of any of the terms or provisions of the Terms of Use or any published iThrive policy or procedure; a discredit of iThrive by a Member; misrepresentation of iThrive by making claims contrary to iThrive literature; the making of income claims or projections that are not contained in official company literature; ethical or legal violations that may cause iThrive to suffer damages; or any other material cause, in the sole discretion of iThrive.

In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination. In the event we terminate your Account, you shall no longer be eligible to be an iThrive Member at any time in the future, unless permission is granted to you, in writing, by us, in our sole and exclusive discretion.

In addition, although the Website is intended to be accessible worldwide, the Website and/or the Services may not be available to all persons in all geographic locations or jurisdictions. iThrive reserves the right to limit the availability of the Website and/or the provision of the Services to any person, geographic area, or jurisdiction it so desires, in our sole discretion, and to limit the quantities of any such product or service that it provides. Any offer for any product or service made via the Website or in connection with the Services is void where prohibited. By choosing to access the Website or use our Services from any location other than the United States, you accept full responsibility for compliance with all local laws. You are also subject to U.S. export controls and are responsible for any violations of U.S. embargoes or other federal rules and regulations restricting exports. The United States controls the export of products and information to certain countries including Cuba, Iran, North Korea, Sudan and Syria, and to anyone on the Department of Commerce Table of Deny Orders and the Treasury Department's list of Specially Designated Nationals. You agree to comply with all such restrictions and not to export or re-export the Material (including Software,) as defined herein, to countries or persons prohibited under the export control laws. By downloading the Material (including Software), you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the export, import, or re-export of and products or services.

2.12. Prohibited Uses of Website and Services.

In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Website and/or the Services: (a) for any unlawful purpose; (b) to solicit Members to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Website and/or Services; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website and/or the Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website and/or the Services. We reserve the right to terminate your use of the Website and/or the Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.

SECTION III: ACCOUNTS, USE OF THE SERVICES

3.1. Online Accounts, Generally.

Members shall be given the opportunity to register via an online registration form to create a Member account, (your “Account, ) that will allow you to receive information from us and/or to participate in certain features of the Website and/or Services. We will use the information you provide in accordance with our Privacy Policy. By registering with us, you represent and warrant that all information you provide on the registration form is current, complete, and accurate to the best of your knowledge. You agree to maintain and promptly update your registration information so that it remains current, complete, and accurate. During the registration process, you will be required to choose a password. You acknowledge and agree that we may rely on this password to identify you. You are responsible for all use of your Account, regardless of whether you authorized such access or use, and for ensuring that all use of your Account complies fully with the provisions of these Terms of Use. Accounts may be cancelled at any time via the Account settings. Members agree further and acknowledge that any Account profile they create may be edited, removed, modified, published, transmitted, and displayed by us, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them.

3.2. Multiple Accounts Transfer Prohibited.

You agree you shall not have more than one (1) Account and shall not sell, trade, or transfer that Account to any other person or entity except as provided for herein.

3.3. Account Types.

Use of the Website and/or the Services is free; however, Members wishing to access our premium Services may be required to pay a Membership Fee as set forth on the Website at all times, including at the time of purchase, and which may be subject to change in our sole and exclusive discretion, without notice.

3.4. Account Guidelines.

The Website and/or Services may contain the ability to communicate with other Members on one or more Platforms, share via links via social media; invite others to join the Platform and/or participate in the Services; participate in any comments sections, discussion forums, Websites, landing pages, social media outlets, sales channels, and/or other interactive features, (collectively "Interactive Areas,”) in which Members and Third Parties may communicate. By participating in Interactive Areas, you agree and acknowledge that you:

• Shall not upload, distribute, or otherwise publish to the Website and/or the Services any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material; and
• Shall not threaten or verbally abuse other Members, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or "spam”; and
• Shall not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to the Website and the Services; and
• Shall not personally attack another Member. Personal attacks are a direct violation of these Terms of Use and are grounds for immediate and permanent suspension of access to the Website and the Services; and
• Shall not use the Interactive Areas to distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services except as envisioned by the express purpose of the Website and Services; and
• Shall not upload, post, or otherwise transmit any content that violates any state, national or international law or engage in activity that would constitute a criminal offense or give rise to a civil liability; and
• Shall not post unauthorized commercial communications (such as spam); and
• Shall not upload, post, or otherwise transmit any content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; and
• Shall not upload, post, or otherwise transmit content that does not generally pertain to the designated topic or theme of any Interactive Area; and
• Shall not impersonate any person or entity, including, but not limited to, any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity; and
• Shall not interfere with any other Member's right to privacy, including by harvesting or collecting personally identifiable information about other Members or distributing private information about another Member or any Third Party; and
• Shall not engage in unlawful multi-level marketing, such as a pyramid scheme; and
• Shall not upload, post, or otherwise transmit any “chain letters”; and
• Shall not upload, post, or otherwise transmit any content, software or other materials which contain a virus, malicious code or other harmful, damaging, interfering, injuring or disruptive component; and
• Shall not post false or misleading indications of origin or statements of fact; and
• Shall not upload, post, or otherwise transmit any content, software or other materials which restrict or inhibit any other Member from using and enjoying the Website and/or Services; and
• Shall not interfere with or disrupt the Website, Services, the Interactive Areas or the servers or networks connected to the same, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services, Website, and/or the Interactive Areas; and
• Shall not intentionally supply incorrect information about yourself, our Services, a Hiring Company on any form, resume, Job Posting, group or event; and
• Shall not violate, plagiarize, or infringe the rights of Third Parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; and
• Shall not facilitate or encourage any violations of these Terms of Use or our policies.

3.5. Rights in Submissions.

Should you submit, display, publish or otherwise post any content to an Interactive Area, the Website, Platform or via the Services, (a “Submission,”) you agree to grant to us and our partners and affiliates a perpetual, irrevocable, transferable limited, non-exclusive, sub-licensable, worldwide, fully-paid, royalty-free license to use, modify, publish, edit, perform, publicly perform, publicly display, reproduce, and distribute such Submission in any and all forms, media, and technologies now known or hereinafter developed, alone or as part of other works, for hosting, indexing, caching, distributing, tagging, marketing, and for all other lawful purposes without the requirement to make payment to or seek permission from you or any Third Party. You acknowledge that Submissions are not confidential, and your communications may be read or intercepted by others. You acknowledge that by submitting Submissions to iThrive, no confidential, fiduciary, contractually implied, or other relationship is created between you and iThrive other than pursuant to this Agreement.

You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing, or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.

3.6. Right to Monitor.

We shall have the right to monitor your Account in our sole and exclusive discretion.

3.7. Account Security.

For security purposes, we strongly advise you to keep your Member ID and Password confidential and to change your Password if you think it may have been compromised. You are entirely responsible for maintaining the secrecy of this information. In addition, we recommend that you quit your entire browser application when you have completed your time on the Website and/or the Platform. This is particularly important when you are using the Website and/or Platform at a public location, such as an Internet café, library, or workplace. You agree to immediately notify iThrive in the event of any security breach or unauthorized use of your Member ID, Password, or any or all of your registration information. So that you can take advantage of the latest security technology, we recommend that you use the most recent version of your browser.

3.8. No Responsibility for Member Submissions.

iThrive is not liable for Submissions provided by any Members or Third Parties. Such Submissions do not represent the views of iThrive, its subsidiaries, or its partners.

3.9. Member Communications.

iThrive does not screen communications in advance and is not responsible for screening or monitoring material and content posted by Members. If a Member notifies iThrive of communications, which allegedly do not conform to this Agreement, iThrive may investigate the allegation to determine, in good faith and its sole discretion, whether to remove or to request the removal of the communication. iThrive has no liability or responsibility to users for performance or nonperformance of such activities.

3.10. Sale and/or Transfer of iThrive Member Assets.

Subject to iThrive’s prior review and approval, which approval iThrive may grant at its sole option and discretion, a Member may sell or transfer his, her or its iThrive Member Assets (IMA) to an individual, partnership, trust, or corporation. IMA include: (1) Performance Percentages and (2) Commissions and other compensation due and owing. A sale or transfer will be defined as a change in which the Member selling or transferring his/her IMA no longer maintains a financial interest in those legacy assets but can continue as Member and create new IMA.

The review and approval process will not begin until iThrive has received a written notification from the seller and buyer of the pending transaction. Send notification to: iThrive, 620 Newport Center Drive, Newport Center - Suite 1100, Newport Beach, California 92660.

iThrive will not approve any sale or transfer of the IMA for which iThrive receives a Notice of Levy from the Internal Revenue Service or a court-ordered garnishment (e.g., child support ) against the selling or transferring Member. iThrive will also revoke any sale or transfer of the IMA that occurs within a sixty (60) day period in which iThrive receives a Notice of Levy from the Internal Revenue Service or a court-ordered garnishment. iThrive also will not approve any sale or transfer of the iThrive IMA that involves a Member currently under investigation.

IMA can be inherited or bequeathed. In order to transfer IMA that have been inherited or bequeathed, a representative of the estate of the deceased Member must be a Member of iThrive and provide iThrive with the following: (1) a certified copy of death certificate of deceased Member; (2) a copy of will setting forth provisions affecting IMA ownership or certified copy of court order determining heirship; (3) certified Letters Testamentary setting forth the name of the personal representative of the deceased Member’s estate, dated no more than sixty (60) days from the effective date of the transfer; and (4) a signature by the personal representative of the deceased Member’s estate and the transferee.

SECTION IV: JOB POSTING TERMS; HIRING

In addition to the other terms contained in these Terms of Use, the following Job Posting Terms shall be applicable to all Hiring Companies and Members who post available Job Postings to the Website.

4.1. iThrive Service Fee.

In addition to the other fees as set forth herein, you agree and acknowledge that iThrive shall be entitled to earn a iThrive Service Fee of ten percent (10%) of the gross-generated revenue for all Full-Time and net-generated revenue for Temporary Placement, where said iThrive Service Fee shall be deducted before payment of any compensation to iThrive Members.

4.2. Unauthorized Business.

In addition to the prohibited uses set forth in these Terms, our Services and/or the Website may not be used by a Member and/or Hiring Company to cause us to advertise on his, her, or its behalf employment in any of the following service areas, (“Unauthorized Business:”) (a) sale of adult goods or services; (b) sale of products or services in the following sectors: gambling, securities, drugs, arms and weapons or other highly-regulated sectors; or (c) for sales of illegal goods or services, which shall include but not be limited to illegal software or illegal downloads such as music, films or games.

4.3. Accuracy of Job Posting; Non-Disclosure of Hiring Company.

The Job Activator and Hiring Facilitator shall be responsible for ensuring any and all Job Postings are complete and accurate at all times, including but not limited to the compensation, qualifications required, benefits, and job location. In no event shall any Job Posting disclose the identity of any Hiring Company unless the Job Posting is made by the Hiring Company.

4.4. Compliance with Laws.

In addition to the other requirements to comply with laws, regulations, and terms set forth herein, Hiring Companies and/or Members who Post Jobs to the Platform agree to obey any and all local, state, and federal regulations and laws regarding offers of employment and pre-screening therefor.

4.5. Use of Interview and Sales Aids.

Members are ONLY authorized to use interview and sales aids and literature provided to them by iThrive in performing a Member role and screening and/or interviewing Candidates. Any other interview and sales aids and literature shall be unauthorized for use by Members unless otherwise approved in writing from an authorized officer of iThrive.

4.6. Right to Revise.

iThrive shall have the right to revise any Job Posting to correct any errors or omissions, in its sole and exclusive discretion, but shall not be obligated to do so. You agree and acknowledge that iThrive shall not be liable for any errors in revisions.

SECTION V: NETWORK

5.1. Network, Team Generally.

A Network is made up of Members of up to seven (7) degrees of connections (first (1st) through seventh (7th) degrees of connections). Notwithstanding the forgoing, there is no Member limit on the number of first (1st) degrees of connections. Each Placement shall be made by the following seven (7) Member roles: (1) Contact Originator; (2) Contact Activator; (3) Matchmaker; (4) Match Qualifier; (5) Job Originator; (6) Job Activator; and (7) Hiring Facilitator. Any Member may perform one (1) or more Member roles for any Placement, and the first Member to perform the role of Contact Originator and Contact Activator shall remain in that role for all future Placements’ of said Job Seeker.

5.2. Achievement Levels.

Member’s Achievement Level is determined by the gross revenue produced by you and your Network in a given month. Achievement Levels are honorary titles only and should not be construed as any endorsement by iThrive of any Member or Network nor shall any increase in a Member’s Achievement Level guarantee or indicate any increase (or decrease) in compensation. Member Levels may be updated or modified at any time in our sole and exclusive discretion and without prior notice to you. Current Achievement Levels are as set forth below:

Level	Gross Monthly Staffing Revenue Generated
8	$1,000,000
7	$500,000
6	$300,000
5	$100,000
4	$50,000
3	$25,000
2	$5,000
1	$1,000

5.3. Personal Earnings Badges.

Member’s Net Personal Earnings Badge is determined by his or her personal lifetime earnings via the Platform. Personal Earnings Badges are honorary titles only and should not be construed as any endorsement by iThrive of any Member or Network nor shall any increase in a Member’s Personal Earnings Badge guarantee or indicate any increase in compensation. Personal Earnings Badges may be updated or modified at any time in our sole and exclusive discretion and without prior notice to you. Current Personal Earnings Badge levels are as set forth below:

Level	Net Lifetime Earnings
Platinum	$800,000.01+
Gold	$600,000.01 - $800,000.00
Silver	$400,000.01 - $600,000.00
Bronze	$200,000.01 - $400,000.00
Green	$0.00 - $200,000.00

SECTION VI: COMPENSATION

Compensation and commission shall be paid by iThrive to Members, where appropriate, or, in the event a Member monetizes the Performance Percentage on behalf of a company and shares it with them, the Performance Percentage shall be credited to that Hiring Company, Staffing Firm, or Channel Partner pursuant to the then current Compensation and Incentive Plan, available at all times via the Website and as amended from time to time in our sole and exclusive discretion. In the event of a discrepancy between these Terms and the Compensation and Incentive Plan available on the Website, the Compensation, and Incentive Plan available on the Website shall control.

6.1. Staffing Commissions.

Each Member who actively participates in a Placement via one of the roles set forth in Section 5.1 shall be assigned a Performance Percentage and shall be entitled to share in Staffing Commissions equaling eighty percent (80%) of the gross staffing revenue for any and all Placements. This commission shall be paid directly to the individual Member of a placement team, if said Member is independent, has shared the role with another member, or has monetized the role and shared the role with a company, said commission shall be credited to the Hiring Company, Staffing Firm, or Channel Partner pursuant to the Performance Percentages set forth below. In the event that the Staffing Commission is credited to the Hiring Company, Staffing Firm, or Channel Partner, the individual Member shall not be entitled to payment of a Staffing Commission. For examples of possible commissions please see the calculators on the Website

Roles	Performance Percentages
Contact Originator	5.00%
Contact Activator	25.00%
Matchmaker	5.00%
Match Qualifier	15.00%
Job Originator	5.00%
Job Activator	10.00%
Hiring Facilitator	25.00%
Total	100.00%

6.2. Network Staffing Commissions.

Up to ten percent (10%) of the gross staffing revenue for Placements produced by your Network will be paid to you as a commissions pursuant to the following table as amended from time to time in our sole and exclusive discretion. This commission shall be paid directly to the individual Member.

Network
Degree of Connection	1st	2st	3st	4st	5st	6st	7st
Commission Earned	5.00%	2.00%	0.50%	0.50%	0.50%	0.50%	1.00%

6.3. Gig Commissions.

Members who offer their skills via the Platform as a Gig shall be entitled to eighty percent (80%) of the gross Gig sale price and the remaining revenue after applying the processing and service fees will be shared with the Gig buyer’s networks pursuant to the Network Ancillary Commission schedule set forth in Section 6.5 hereof.

6.4. Shop Commissions.

Vendors pay a $30 per month subscription fee and 20% per sale to sell on our marketplace and we share up to 50% of the net ancillary revenue produced by your iThrive network with you pursuant to the Network Ancillary Commission schedule set forth in Section 6.5 hereof.

6.5. Network Ancillary Commissions.

Up to fifty percent (50%) of the net ancillary revenue for One-time Transactions, Premium Subscriptions, Gigs, and/or Shop produced by your network will be, paid to you as commissions according to the following table as amended from time to time in our sole and exclusive discretion:

Network
Degree of Connection	1st	2st	3st	4st	5st	6st	7st
Commission Earned	20.00%	4.00%	4.00%	4.00%	4.00%	4.00%	10.00%

6.6. Chargebacks; Revocations; Refunds.

If an action results in a chargeback, revocation or other refund Members agree that we may deduct the sum charged back together with any fee paid to our service provider and bank, from any sum due to Member, at or after that time. If, in our sole and exclusive discretion, we believe that Member’s use of the Website and/or Services results in a significant number of chargebacks and/or disputes, or if we believe Member is in breach of these Terms of Use, we are free to hold back payments to Member until we are satisfied that disputes have been settled and/or breaches rectified.

I understand that a subscription is non-refundable if it is not canceled within three (3) days after activating it via email to support@ithrive.com.

6.7. Withholding of Funds.

Where we, in our reasonable opinion, are required to do so by law, we reserve the right to withhold funds for Placements and/or sales of ancillary goods and services that we reasonably deem suspicious with regard to money laundering, Unauthorized Business, fraud or other illegal activities, or in case of any other chargebacks or revocations.

6.8. Payouts.

We provide a global payout platform for supporting commission payouts to each payee with an FDIC insured business bank account and debit card. The Tax Services module provides collection and verification of ID, tax forms, and the issuance of year-end forms for the USA and Canada.

Once your iThrive commission surpasses the $42.00 one-time payout setup fee, the system automatically emails you the commission account registration invitation so you can receive your first commission for the difference.

To register, a payee only needs to provide their name, address, and date of birth. After the initial registration payees will have access to this account via the Payee Information page in Settings on the platform.

The payout setup fee Includes:

6.8.1. Account Registration & KYC Verification: Registration invitations and payments notifications are driven via email. The system verifies each payee through the automated KYC (Know Your Customer) process during enrollment or upon earning their first commission.

We are required to verify your identity to stay in compliance with the laws and regulations that are set by your local government organizations, ensuring the safety and security of your funds.

6.8.2. Virtual Debit Cards & Mobile Wallets: Upon completing the commission account registration, each payee will have immediate access to their Virtual Debit card. This can be used prior to the Plastic Debit card arriving in the mail and can be used online or with a Mobile Wallet. Debit cards support Apple Pay, Samsung Pay and Google Pay.

6.8.3. Individual Bank Account and Plastic Debit Card: A commission account and debit card are created for each verified payee during enrollment or upon earning their first commission.

6.8.4. Every payee account is a payee-owned bank account and comes with a debit card for use anywhere Visa or Mastercard is accepted. It also allows funds to be transferred to a personal account.

6.8.5. Digital Wallet Account and Bank Transfers: For geographic locations where virtual or plastic cards are not an ideal option, the digital wallet account offers the option to transfer funds to the payee’s local bank account.

6.8.6. Tax & Reporting Services: Low These tax services include ID verification, tax form collection, tax reports and the issuance of annual tax forms to payees.

6.8.7. Support Teams: Payees have full access to our multi-lingual support team based in New York via phone, email, and live chat in over 20 languages and is available 7:00am – 7:00pm EST Mon – Fri.

6.8.8. Global Reach: We are available in more than 210+ countries/regions and support 40+ currencies.

6.9. Responsibility for Accurate Pay Out Information.

You agree to provide current, complete and accurate deposit account information for payout on registration. You agree to promptly update your account and other information, so that we can complete your transactions and contact you as needed.

6.10. Payout Schedule.

Accrued commissions of US $0.01 in any month are paid to Members the following month. For example, if your account balance reaches US $0.01 during April, iThrive will pay you in May. May being the following month after April.

6.11. Right to Set-Off; Collection Rights.

We are entitled to set-off any and all claims against amounts payable to you. In addition, to the maximum extent provided by law, we may collect any and all obligations due and owing by you to us by deducting them from your pending transactions in the deposit account. Fees shall be assessed at the time of transaction processing and will be deducted from the funds received. Your failure to pay all amounts due and owning shall be deemed an immediate breach of this Agreement for which you will be liable. You further agree to pay all fees and costs, including but not limited to attorneys’ fees and costs, incurred by or on our behalf arising from or related to the collection of any unpaid obligations by you

6.12. Payment of Taxes, Benefits.

You agree and acknowledge that iThrive does not provide state or federal withholdings from commission checks nor supply any other benefits customarily affiliated with an employer-employee relationship. iThrive will supply, in accordance with IRS regulations, customary IRS Form 1099 each year as to your or your company’s commission earnings. You agree and acknowledge you are solely responsible for the required payment of all state and federal income taxes, self-employment taxes, and any other tax levied by any state, federal, regulatory, or taxing agency arising by virtue of my activities under this Agreement and under penalties of perjury, you certify that, the social security or employer identification number shown on you W-9 form is your correct taxpayer identification number.

6.13. Payment of Commissions Earned in the Event of Account Suspension or Termination.

In the event your Account is suspended or terminated pursuant to Section 2.9, supra, or for any other reason, the payment of any and all earned commissions and those currently in progress shall continue to be paid, so long as the commissions have accrued or, in the event a commission is not yet accrued at the time of suspension or termination, shall continue to be due and payable upon accrual in the event that the suspended or terminated Member acted as the Contact Originator, Contact Activator, Matchmaker, Match Qualifier. Job Originator, Job Activator, or Hiring Facilitator.

6.14. Payment Protection

Pursuant to Section 11.5 hereof, the Parties agree to not circumvent this Agreement. The Parties agree and understand that compensation is only guaranteed and protected for relationships conducted wholly through the Platform. iThrive does not guarantee compensation for any relationship conducted outside of the Platform and shall not be held liable in the event of non-payment in such instances. This policy is designed to protect both Members and iThrive against circumvention, non-payment, and fraud.

SECTION VII: INTELLECTUAL PROPERTY; PRIVACY

7.1. Intellectual Property Rights Not Waived

This is an Agreement for access to and use of the Website and/or the Services, and you are not granted a license to any software or intellectual property by these Terms of Use. The Website and Services are protected by U.S. and, where applicable, international intellectual property laws. The Website and Services belong to us and are the property of us or our licensors (if any). We retain all ownership rights in the Website and Services.

Furthermore, all material displayed or transmitted on the Website and/or Services, including but not limited to text, logos, icons, the HTML-based computer programs used to generate the Website, photographs, images, illustrations, video clips, audio clips, and graphics, (“Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws, and treaties.

Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials. You may not register any domain names that may confuse or contain any portion of the iThrive trade names or marks.

You may make a single print copy of any Materials provided by us on the Website and/or the Services for personal, non-commercial use only, provided that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed on the Website and/or the Services without our express written permission. All requests for archiving, republication, or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to support@ithrive.com.

iThrive makes no claims that the Materials are appropriate or may be downloaded outside the United States. Access to the Materials may not be legal by certain persons or in certain countries. If you access the Website and/or utilize the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction, including those relating to privacy.

You acquire no rights or licenses whatsoever in the Materials other than the limited rights to use the Website in accordance with these Terms of Use. Any of the Materials accessed or downloaded from this site must be accessed or downloaded in accordance with the Terms of Use specified in this Agreement. We reserve any rights not expressly granted under these Terms of Use.

Any software that is made available for downloading from the Website, ("Software,") or any affiliate and/or partner Website is protected by U.S. copyright and may be protected by other rights. The use of such Software is governed by the terms of the software End-User License Agreement or designated "Legal Notice," as may be in force. The downloading and use of such Software are conditioned on your agreement to be bound by the terms of the End-User License Agreement.

7.2. Feedback.

You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any Third Party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other Member to access, view, store and reproduce the content for that Member's personal use.

Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions, and the like relating to iThrive or its initiatives, (your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by Third Parties, or independently-developed or considered by us, shall be without obligation to you.

7.3. Grant of License.

You agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in any content contained in any Listing or your Account profile, in any media now known or not currently known, with respect to the same. You agree to allow iThrive to store or re-format your content and display your content in any way as we so choose. iThrive will only use personal information in accordance with our Privacy Policy.

7.4. Confidential Information of Members.

Members may obtain personal information from another Member as a result of their use of the Website and/or the Services. Without obtaining prior permission from the Member, this personal information shall only be used for the express purpose for which it is provided or for iThrive-related communications and shall be held in strict confidence in accordance with our Privacy Policy. We have not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the Member, you are not licensed to add any contact, company or other Member to your email or physical mail list. For more information, see our Privacy Policy.

7.5. Non-Disclosure.

You agree and acknowledge that throughout the course of your involvement with iThrive, you may have access to, and become acquainted with various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by IThrive and/or used by iThrive in connection with the operation of its business including, without limitation, the Platform, Website, Services, iThrive business processes, database, methods, customer lists, accounts, and procedures. You agree and acknowledge that you will not disclose any of the aforesaid, directly, or indirectly, or use any of them in any adverse manner, either during the term of your participation or at any time thereafter, except as required in the course of participation with iThrive.

SECTION VIII: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS

8.1. Third Party Advertisements and Promotions.

We may, from time to time, run advertisements and promotions from Third Parties on the Website and/or the Services. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations with such dealings, are solely between you and such Third Party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of Third-Party advertisers on the Website and/or the Services.

8.2. Use of Third-Party Tools.

We may provide you with access to Third-Party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional Third-Party tools.

Any use by you of optional tools offered through the Website and/or the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant Third-Party provider(s).

We may also, in the future, offer new services and/or features through the Website and/or the Services, including but not limited to the release of new tools. Such new features and/or Services shall also be subject to these Terms of Use.

8.3. Third-Party Links.

Certain content, products and Services available via our Website and/or Services may include materials from Third-Parties.

Third-Party links on the Services may direct you to Third-Party Websites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any Third-Party materials or Websites and/or services, or for any other materials, products, or services of Third-Parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any Third-Party with whom you connect via the Website and/or the Services. Please review carefully the Third-Party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding Third-Party transactions should be directed to the Third-Party.

SECTION IX: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION

9.1. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.

(A) YOU AGREE THAT USE OF THE WEBSITE AND THE SERVICES IS AT YOUR SOLE RISK. NEITHER US NOR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, WARRANT THAT THE USE OF THE WEBSITE AND/OR THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE AND/OR THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.

(B) ANY DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE

(C) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE WEBSITE AND THE SERVICES ARE BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE WEBSITE AND/OR THE SERVICES.

(D) IN NO EVENT SHALL WE, OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEBSITE AND/OR THE SERVICES, ANY INTERACTIONS WITH A MEMBER, AND/OR ANY EMPLOYMENT AND/OR EMPLOYEE/EMPLOYER RELATIONSHIPS FACILITATED BY OR THROUGH THE WEBSITE AND/OR THE SERVICES.

(E) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE WEBSITE AND THE SERVICES YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE WEBSITE OR THE SERVICES.

(F) ITHRIVE'S LIABILITY, AND ( AS APPLICABLE ) THE LIABILITY OF OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO ITHRIVE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00,) WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN MEMBERS.

The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, members, employees, contractors, parents, subsidiaries, agents, Third-Party content providers and licensors.

9.2. INDEMNIFICATION.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS, AS WELL AS OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE WEB SITE AND/OR SERVICES; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) YOUR USE OF THIRD-PARTY SERVICES, PRODUCTS, LINKS, ADVERTISEMENTS, AND/OR TOOLS; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; OR (E) THE UNAUTHORIZED USE OF THE WEBSITE AND/OR SERVICES BY ANY OTHER PERSON USING YOUR INFORMATION. iThrive shall provide notice to you promptly of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.

9.3. Waiver of Rights Under California Civil Code § 1542.

If you are a California resident, you expressly waive your rights under California Civil Code § 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

SECTION X: GOVERNING LAW; ARBITRATION

10.1. Governing Law.

These Terms shall be governed and construed in accordance with the laws of the state of California without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in Orange County, California, and any cause of action that relates to or arises from these Terms and/or the Website and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 10.2, infra.

10.2. Arbitration.

The Parties agree that any dispute concerning, relating, or referring to these Terms and/or the Web site and/or the Services shall be resolved exclusively by binding arbitration in accordance with the substantive laws of the state of California and shall be brought for arbitration in Orange County, California, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction. Either or both Parties may initiate the arbitration proceedings, and both hall share the expenses and fees of the arbitration equally.

SECTION XI: MISCELLANEOUS

11.1. Customer Service.

Should you have any questions, comments or concerns regarding the Web site, customer service may be contacted at any time via email at support@ithrive.com We strive to return all customer service inquires within forty-eight (48) business hours.

11.2. Affiliate Disclosure.

We may have an affiliate relationship with Third-Parties and affiliates to whose products and/or services we link and promote. Because of this relationship we may earn a commission on products purchased by you from a Third-Party affiliate.

11.3. Server Location; International Transfer.

We operate globally so it is necessary to transfer your information internationally. In particular, your information will likely be transferred to and processed by our servers in the United States. The data protection and other laws of other countries may not be as comprehensive as those in your country. Please be assured that we take reasonable steps to ensure that your privacy is protected. By using the Website and/or the Services you consent to your information being collected, used and transferred as set forth in the Privacy Policy.

11.4. Product References.

Information that iThrive publishes on the World Wide Web may contain references or cross references to iThrive products, programs, and Services that are not announced or available in your country. Such references do not imply that iThrive intends to announce such products.

11.5. Non-Circumvention.

Members expressly recognize the valuable service provided to them by iThrive, and, therefore, expressly agree to not-circumvent this agreement and/or otherwise seek to conduct their relationship with any Candidate or Hiring Company via any means other than through the Website for a period of one (1) year following the commencement of the Member’s relationship with any Candidate or Hiring Company. In the event this provision is breached Candidate, Member and Hiring Company, individually and jointly, agree that he, she, or it shall be liable for any and all lost iThrive Service Fees for the duration of this Non-Circumvention period, calculated as the average monthly Service Fee earned by us based on the services of the Member and his, her or its cumulative Network, jointly, over a period of the previous twelve (12) months multiplied by the remaining term of the Non-Circumvention period, pro rata.

In order to ensure that Members do not circumvent this Agreement, Member-to-Member messages that reference payments outside of the Platform may cause a hold to be placed on an Account or, where deemed necessary in our sole and exclusive determination, for an Account to be suspended or terminated. In such instances Members shall be notified via the email address linked to their Accounts. This policy is designed to protect both Members and iThrive against circumvention, non-payment, and fraud.

11.6. Authority.

Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.

11.7. Waiver.

Any waiver of a right under these Terms of Use shall only be effective if agreed or declared in writing. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

11.8. Force Majeure.

We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond our control, including but not limited to natural disasters ( such as storm, hurricane, fire, flood, earthquake ), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.

11.9. Assignment

We shall have the right to assign and/or transfer these Terms of Use and our rights and obligations hereunder to any Third Party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of your obligations under these Terms of Use without our prior written consent in our sole and exclusive discretion or as provided for herein.

11.10. Rights of Third Parties.

These Terms do not give any right to any Third Party unless explicitly stated herein.

11.11. Relationship of the Parties.

The Parties are independent contractors under these Terms, and nothing herein shall be construed to create an employment agreement, partnership, joint venture, franchise relationship or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party. You are an independent contractor responsible for controlling your own time and actions. iThrive is not to be considered an employer with respect to your use of the Platform, and iThrive will not be responsible in any way for any employment decision made by any Member and/or Hiring Company.

11.12. Severability.

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

11.13. Notices.

Except as explicitly stated otherwise, any notices shall be given by postal mail to iThrive, 620 Newport Center Drive, Newport Center – Suite 1100, Newport Beach, California 92660, or, in the case of any Member, to the email address you provide to us (either during the registration process or when your email address changes.) Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three (3) days after the date of mailing.

11.14. Entire Agreement.

This Agreement constitutes the entire Agreement between the Parties, and no other representations or promises of any kind shall be binding between the same. If any portion of this Agreement is held to be invalid, the balance of this Agreement shall remain in full force and effect.

11.15. Updates

From time to time, we may update these Terms of Use by prominently posting a notice of update to the Website and may also notify you by email, in our discretion, so we encourage you to review them often.