Terms & Conditions for Previewing Candidates

NOTICE: These terms and conditions constitute a binding agreement (the “Agreement”) between you (the “Prospective Client”) and Worldwide101 Inc. doing business as Boldly Premium Subscription Staffing (“Boldly”) effective as of the date of acceptance of these terms which is a prerequisite to viewing the profile of a candidate introduced to the Prospective Client by Boldly. Each of the Prospective Client and Boldly are referred to herein individually as a “Party” and collectively as the “Parties.”

Last updated: 24 February 2021

By viewing the profile of a Boldly candidate you are affirmatively accepting these terms and conditions for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Prospective Client accepts and agrees to the following:

1. TERM. The term of this Agreement shall begin immediately prior to the date of viewing a Boldly candidate profile and shall continue for a period of 12 months unless superceded by the Terms & Conditions accepted upon becoming a client of Boldly (the “Term”).
2. NON-SOLICITATION; LIQUIDATED DAMAGES.

   As used herein, the term “Prospective Client Parties” means the Prospective Client and the Prospective Client’s parent, subsidiary and affiliated entities, and their successors and assigns, and all of their respective shareholders, members, partners, directors, officers, managers, employees and agents. Where the Prospective Client is an individual, the Prospective Client Parties shall include any business owned or operated in whole or in part by the Prospective Client, whether conducted as a sole proprietorship or in corporate form.

   During the term of this Agreement the Prospective Client shall not and shall cause the other Prospective Client Parties to not, directly or indirectly, on behalf of the Prospective Client or any other person, (i) solicit, recruit, induce, attempt to recruit or induce, or encourage any of the staff or any of Boldly’s other employees or contractors with whom the Prospective Client had contact during the term of this Agreement to terminate or reduce their employment or contractor relationship with Boldly in order to provide services directly to any other person, including the Prospective Client and the other Prospective Client Parties, or (ii) employ as an employee or engage as a contractor any individual (A) who is then, or was within the preceding three (3) months, an employee or contractor of Boldly and (B) with whom the Prospective Client had contact during the term of this Agreement.

   The Prospective Client agrees that if the Prospective Client breaches this section 2, Boldly will incur substantial economic damages and losses in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by Boldly of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, for any breach of this section 2, Boldly shall be entitled to temporary and/or preliminary injunctive relief, without the necessity of posting any bond or other security, in addition to all other remedies at law or equity to which Boldly may be entitled. Should an arbitrator or court determine that any provision of this section 2 is overly broad or otherwise unenforceable, the Prospective Client and Boldly agree that the arbitrator or court shall modify such provision to the minimum extent necessary to render it enforceable. This section 2 will survive the termination of the Term.

3. WARRANTIES AND REPRESENTATIONS. Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party.
4. CHOICE OF LAW; ARBITRATION. This Agreement is being made and entered into by the Parties in the United States. Accordingly, the laws of the State of New York shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties hereunder. Any dispute, controversy or claim arising out of the terms of this Agreement or its interpretation shall be settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA's commercial arbitration rules then in effect. The number of arbitrators shall be one. The place of arbitration shall be New York, New York. The language used in the proceedings shall be English. The arbitration award shall be binding, and judgement upon the award may be entered in any court having competent jurisdiction thereof. Boldly or its affiliates may then seek injunctive or other appropriate relief in any state or Federal Court in the State of New York, and you waive any objection to exclusive jurisdiction and venue in such courts.

   PROSPECTIVE CLIENT ACKNOWLEDGES THAT IT IS WAIVING ITS RIGHT TO HAVE ITS DISPUTES HEARD IN A COURT OF LAW AND TO HAVE A TRIAL BY JURY IF THAT WOULD OTHERWISE HAVE BEEN AVAILABLE.

5. NOTICES. Any and all notices, demands, or other communications required or desired to be given hereunder by either Party shall be in writing and shall be validly given or made to the other Party if personally served (by hand or by overnight courier), or if deposited in the mail, certified or registered, postage prepaid, return receipt requested and notices may also be given by e-mail or facsimile transmission, provided, however, that receipt of any such e-mail or facsimile transmission is established by a read receipt or answerback confirmation. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the mail addressed to the Party to whom such notice, demand or other communication is to be given. If such notice is given by e-mail or facsimile transmission, notice shall be deemed given on the date such e-mail or facsimile was sent provided that receipt of such e-mail or facsimile transmission is sufficiently proven. Either Party may change its address for purposes of this paragraph by written notice given in the manner provided above.
6. ENTIRE AGREEMENT. Any titles or headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. This Agreement constitutes the entire understanding and agreement of the Parties relating the previewing and meeting of prospective candidates introduced to the Prospective Client by Boldly, and any and all prior agreements, understandings, and representations relating the previewing and meeting of prospective candidates introduced to the Prospective Client by Boldly are hereby terminated and canceled in their entirety and are of no further force and effect.
7. UNENFORCEABILITY OF PROVISIONS. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
8. CHANGES TO THESE TERMS AND CONDITIONS; COMPLETE AGREEMENT

   This Agreement may be modified or supplemented only by (i) judicial modification as provided in Section 2(d), (ii) a written agreement signed by both the Prospective Client and Boldly