SUBSCRIPTION AGREEMENT

1. Agreement. This subscription agreement, including any Orders (collectively the “Agreement”), is between your company or organization (“Customer”) and Monster Worldwide, Inc. (“Monster”). This Agreement contains terms and conditions applicable to the products and services (“Services”) provided by Monster to Customer and described in the online order submitted by Customer (“Order”). The Order is subject to the terms and conditions of the Agreement and is made a part of this Agreement. Customer shall use all Services provided hereunder solely for its own internal business purposes and shall not resell or transfer to any third party any Services. The terms of Sections 2, 3, 5, 9 and 10 shall survive any expiration or termination of this Agreement.

2. Term and Termination. (a) Subscription Term and Automatic Renewal. This Agreement shall commence on the date the Order is submitted to Monster and shall continue for the initial duration specified in the Subscription Package (the “Initial Term”) unless earlier terminated in accordance with the provisions of this Agreement. Customer’s subscription will be automatically renewed for an additional 30 day period (each, a “Renewal Term”) at the end of the Initial Term and any subsequent Renewal Term, unless Customer cancels the Subscription Package as described in Section 2(b) prior to the end of the Initial Term or Renewal Term. At the time of automatic renewal, the applicable monthly fee will be charged to the credit card last used by Customer.

(b) Termination by Customer. Customer may cancel the Order at any time effective at the end of the Initial Term or any Renewal Term. Cancellation can be made via a link available online in Customer’s Account Preferences. Customer acknowledges and agrees that the Order cannot be terminated during the Initial Term or a Renewal Term other than for breach by Monster under section 2(c). Customer acknowledges that it will not receive any refund upon cancelling the Order, but that the Services will be available until the expiration of the Initial Term or Renewal Term in which the cancellation notice is received by Monster.

(c) Termination for Breach. If Customer materially breaches any provision of this Agreement, upon notice to Customer, Monster may immediately suspend all Customer passwords and access codes until the breach is cured and if applicable, immediately remove any job postings that violate a Site’s terms of use. Either party may immediately terminate this Agreement if the other party materially breaches this Agreement which breach is not cured within ten (10) days after receipt of written notice thereof.

3. Payment. All amounts payable by Customer for the Services (“Fees”) are due on a monthly basis by credit card only and will be charged by Monster as specified in Section 2. Monster will keep a copy of Customer’s billing information to facilitate future payments. If at any time Customer’s credit card will not accept the charge for fees due, Customer acknowledges that Monster will not provide the Services for the period applicable to those fees and the Order will terminate. Customer will be responsible for the payment of any present or future sales, use, excise or other similar tax (excluding taxes based on Monster’s net income) applicable to the Services. Fees paid for Services are non-refundable, except in the case of Monster’s uncured material breach, in which case Monster will refund to Customer pre-paid amounts for Services not rendered as of the effective date of such termination.

4. Services. The following product terms will apply if the specified product is included in the Order:

(a) Monster Job Ads. Monster will permit Customer to post jobs ads (i) with a maximum job ad duration specified in the Order, and (ii) to either a specified fixed location set forth in the Order or to any U.S. location, on the Monster website (“Site”) in accordance with the terms of the Order and the Site’s terms of use. The Order may also describe certain attributes of the job ads, such as whether the job ads include bolding, if and when the job ads may be auto-refreshed, and if recommended resumes will be supplied to the Customer.

Monster job ads purchased under the Order must be posted prior to the period specified in the Order for such job ads, after which such job ads shall expire. Unused job ads do not roll over into the next period. Each posted job ad will be active for up to the job ad duration set forth in the Order. Each job ad may include only one job description in one location and one job category, with up to three occupations and three industries per category. Any (a) re-activation of an expired job ad, (b) renewal of any job ad, or (c) change in the reference code of a job ad where that job ad has been posted via file transfer protocol (FTP) or business gateway (BGW), constitutes use of an additional job ad. Customer acknowledges that job ads on the Site also appear in search results on other websites owned or affiliated with Monster, including websites co-branded with third parties.

Monster specifically prohibits and Customer agrees not to post any job on any Monster website that: (i) does not comply with applicable local, national and international laws; (ii) for jobs posted in the U.S., requires U.S. citizenship or lawful permanent residence in the U.S. as a condition of employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state or local government contract; (iii) contains links to any site competitive with Monster; (iv) contain "hidden" keywords or keywords that are irrelevant to the job or are otherwise misleading or; (v) is for modeling or talent or talent scouting positions; or (vi) contains any franchise, pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up-front or periodic payment, pays commissions only (except for job ads that make clear that the available job pays commission only and clearly describes the product or service that the job seeker would be selling, in which case such job ads are permissible), or requires recruitment of other members, sub-distributors or sub-agents.

(b) Standard Job Ad Slot. Monster will permit Customer to post jobs ads to a slot ("Slot Job Ads") on the Site in accordance with the terms of this Agreement and the Terms of Use. Slot Job Ads may be posted for a minimum of one (1) day and a maximum of thirty (30) days during the Product Duration specified in the Order for such Slot Job Ads. Each Slot Job Ad shall be automatically expired thirty (30) days from activation unless expired sooner by Customer. Each Slot Job Ad may include only one (1) job description in one (1) location and one (1) job category with up to three (3) occupations and three (3) industries per category. Slot Job Ads can be expired at any time by Customer and once expired can be replaced with a different Slot Job Ad. Once a Slot Job Ad has been manually expired by Customer, the same Slot Job Ad cannot be reposted for at least 24 hours. Customer acknowledges that Slot Job Ads on the Sites also appear in search results on other websites owned or affiliated with Monster, including websites co-branded with third parties. Slot Job Ads submitted to Monster via the Business Gateway (BGW) may be sent no more than once per day, in a format to be specified by Monster, using FTP, XML or HTTP (depending on the format). The Order may also describe whether the Slot Job Ads include bolding and the terms, if any, under which the job postings may be auto-renewed. The second and third paragraphs above under Monster Job Ads shall also apply to Slot Job Ads.

(c) Diversity Job Ads. Monster shall provide Diversity job ads to Customer in conjunction with Monster’s Diversity & Inclusion Network partner sites (the “Diversity Network”). A current list of Diversity Network partners can be requested from Monster. Please note that Monster may add or remove partner sites from Monster’s Diversity Network from time to time without notice. In addition to posting on monster.com and the Diversity section of monster.com, all of Customer’s Monster U.S. job ads will be posted concurrently on the applicable career sections of each Diversity Network site for the same posting duration as the applicable Monster U.S. job ad. The paragraphs above under Monster Job Ads shall also apply to Diversity Job Ads.

(d) Single Twitter Cards. Monster will deliver to Customer a Twitter Card for a single job ad using one or more targeted Monster Twitter accounts. The Monster Twitter account will be selected based on the job category and/or location of the job. Each Twitter Card Tweet will contain a standard Tweet of up to 140 characters as well as a Twitter Website Card containing basic information about the job.

(e) SearchMonster. A SearchMonster license will permit Customer to find, view and message candidates in Monster’s resume database (the “Database”) up to the maximum number of “Candidate Views” as set forth in this Sales Order and until the Product End Date set forth in the Sales Order. Users (each, a “User”) under the direct control of Customer may access the Database and messaging tool through an individual account and password. A Candidate View occurs when a candidate is viewed following a Database search. Examples of a single Candidate View include without limitation when a User: a) opens a candidate resume, b) opens and prints a candidate resume, c) opens and emails the candidate resume, d) opens and adds a resume to a folder, or e) adds a candidate resume to a folder without opening the candidate resume. A Candidate View also occurs when the Monster messaging tool messages each candidate by email or text message (where available) as part of a message campaign created by a User. The number of messages sent per day through the messaging tools will be limited by Monster and may vary over time. Follow-up messages and replies to candidates by email or by text message (where available) for the first 30 days following the initial message are not counted as a new Candidate View. Customer agrees to respect candidate requests to be opted out from Customer contact. Monster does not guarantee that messages will successfully reach each candidate’s personal inbox. SearchMonster shall only be used by employers for the purpose of seeking employees and may not be used to send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of Customer’s or a third party’s products or services. SearchMonster may also not be used to source candidates or to contact job seekers or resume holders in regards to any home-based business opportunities, fee-based business opportunities or franchise opportunities.

(f) Single Seat Power Resume Licenses. Monster will permit Customer to access Monster’s resume database (“Resume Database”) under a Resume Database License. The term “Resume Database License” means a license for a single, individual user under the direct control of Customer (“Resume User”) to access the Resume Database through one unique password for the duration and type (i.e. national or radius) as set forth in the Order, including use of the Monster Power Resume Search tool, for the number of resume views set forth in the Order for the period specified. Unused resume views do not roll over into the next period. A resume view occurs when a resume is acted upon following a resume search. Examples of a single resume view include without limitation when a Resume User: a) opens a resume, b) opens and prints the resume, c) opens and emails the resume, d) opens and adds it to a folder or e) adds a resume to a folder without opening such resume. Multiple resume views occur when a Resume User opens and closes the same resume multiple times (Note: a “viewed” icon will be displayed in the resume search results to indicate that a resume has been viewed by the Resume User). Customer agrees to notify Monster promptly after the departure of any person to whom a password was provided and Monster reserves the right to cancel such password and issue a replacement password, upon notification to Customer. Monster reserves the right to periodically change issued passwords upon notification to Customer. The Resume Database shall only be used by employers for the purpose of seeking employees. The Resume Database License may not be used to send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of Customer’s or a third party’s products or services. The Resume Database License may also not be used to source candidates or to contact job seekers or resume holders in regards to any home-based business opportunities, fee-based business opportunities or franchise opportunities. If it is determined that additional users (other than named Resume Database license holders) are accessing the Resume Database, then, in Monster’s sole discretion, either (i) Customer will be billed in accordance with the terms hereof, at Monster’s then prevailing price for such Resume Database Access or (ii) such sharing will be a breach of this Agreement and Monster shall have the remedies set forth in the Agreement.

(g) Career Ad Network (CAN). Monster will run an advertisement campaign (“CAN Ad Campaign”) created from a job posting specified by Customer (each, a “CAN Ad”), such CAN Ad to be linked directly to Customer’s job posting on www.monster.com. Each such CAN Ad Campaign will have an associated scheduled run as set forth in the Order, during which time such CAN Ad may appear on Monster Property (as defined below) or CAN Partner Property (as defined below). Each such CAN Ad will be a truncated version of the job posting created by an automated process to be determined by Monster in its sole discretion. Each such CAN Ad may be placed on (i) any content or property provided by Monster (“Monster Property”) and (ii) any other content or property provided by a third party (each, a “CAN Partner”) upon which Monster places ads (“CAN Partner Property”), such placement to be determined by a targeting algorithm as determined by Monster in its sole discretion. Customer authorizes, approves and consents to all such placements. Monster warrants that its online advertising policy is as follows: CAN Ads will not, to Monster’s knowledge, be associated with or displayed on the same page as any questionable or illicit content, where questionable or illicit content is defined as any editorial, visual, user generated dialog and/or imagery that is: in violation of any local, state, or federal ordinance, regulations or law; pornographic; defamatory, obscene, threatening, abusive or promote any activity that is illegal, discriminatory or has the intention to cause harm. Monster or a CAN Partner may remove any CAN Ad or discontinue any CAN Ad Campaign that violates any provision of the Order or any Site’s or CAN Partner’s terms of use. Any CAN Ad Campaign not launched during the Product Duration set forth on the Order will expire upon the end of such Product Duration.

5. Pricing and Product Updates. Following the Initial Term, Monster may make updates to the mix or quantity of Services included in Customer’s Subscription Package. Monster will inform Customer via email of any such changes at least sixty (60) days prior to the start of the Renewal Term during which the changes will take effect. Customer may reject the changes only by canceling its Subscription Package as specified in Section 2(b).

6. Confidentiality. Each party will keep the specific terms of this Agreement confidential and not disclose them to any third party (other than to its attorneys and accountants) without the other party’s prior written consent, except as required by law.

7. Ownership. As between Monster and Customer, any intellectual property, including but not limited to job postings, logos, advertisements and/or any other content provided by Customer (“Customer Content”) for placement on any Monster website (each a “Site”) and all other proprietary rights therein are and shall at all times remain Customer’s property. Customer grants to Monster and its affiliates a royalty-free, fully paid up, non-exclusive and worldwide license to use, copy, reproduce, publish, perform, display, and distribute such Customer Content (in whole or in part) solely in connection with the Services provided during the term of this Agreement. Monster shall retain all right, title and interest, including all intellectual property rights, to and in: (i) any proprietary technology and software contained or incorporated in or part of the Sites and (ii) the content (excluding Customer Content) on or part of the Sites (including without limitation all resumes), and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing.

8. Terms of Use. Customer shall comply with the terms of use of each Site described in an Order or accessed by Customer. Terms of use of each Site are available from the applicable Site’s homepage through the link “Terms of Use.” To the extent there is any inconsistency between any accessed Site’s terms of use described in this paragraph and the terms of this Agreement, the terms of this Agreement will control.

9. Limited Warranty. Monster warrants that Monster will perform Services in a professional manner in accordance with prevailing industry standards. EXCEPT FOR THE FOREGOING, MONSTER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO ITS SERVICES OR THE SITES, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF ITS SERVICES OR THE SITES.

10. Indemnification. Each party (each, in such capacity, the “Indemnifying Party”) shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (a) infringement or alleged infringement of any patent, copyright, trade secret or other proprietary right of any third party, arising out of or relating to (i) in the case of Monster, the delivery of the Services and (ii) in the case of the Customer, the provision of any material to any Site by or on behalf of the Customer and (b) in the case of Monster, gross negligence or willful misconduct arising out of or relating to the delivery of the Services and (c) in the case of the Customer, gross negligence or willful misconduct arising out of or related to use of the Services. The Indemnifying Party’s obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand, provided, however, that the Indemnifying Party's indemnity obligations shall not cease unless the failure to so notify materially prejudices its ability to defend the claim.

11. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (INCLUDING THE ORDER), EXCEPT FOR OBLIGATIONS OF AN INDEMNIFYING PARTY UNDER SECTION 9, BUT WITHOUT IN ANY WAY LIMITING CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, (A) NO PARTY WILL BE LIABLE TO ANY OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND (B) EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY PRODUCT, THE SERVICES PROVIDED HEREUNDER OR ANY SITE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO MONSTER DURING THE TERM HEREOF.

12. Miscellaneous. Each party agrees with respect to its use or provision of the Services to comply with all applicable provincial, national and international laws, regulations and executive orders, including but not limited to those relating to labor and employment (including but not limited to human rights and anti-hate laws), data privacy, data access and use, and intellectual property. Customer acknowledges that U.S. job postings may not require U.S. citizenship or lawful permanent residence in the U.S. as a condition of employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state or local government contract. Each party to this Agreement shall be acting as an independent contractor, and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between Monster and Customer or any of Customer’s employees or agents. This Agreement, which may be executed in counterparts and via facsimile or electronically transmitted signature, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), as well as any purchase orders that have been or may from time to time be submitted by Customer, and cannot be amended or waived except by a writing signed by all of the parties. Neither party may assign this Agreement in whole or in part, by operation of law, merger, asset or stock sale or transfer, or otherwise, without the prior written consent of the non-assigning party, except (i) in connection with a merger, consolidation, reorganization or sale of all or substantially all assets of the assigning party, or (ii) to a party controlling, controlled by or under common control with the assigning party. No party has relied on any representation or warranty of any other party not expressly set forth in this Agreement. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement. In the event that any of the provisions of these conditions shall be determined by a competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions which shall continue to be valid to the fullest extent permitted by law. This Agreement, and any disputes between Customer and Monster relating to this Agreement, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada excluding: (i) its conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. Each party’s performance under this Agreement is subject to force majeure. All notices given hereunder shall be given by first class mail, return receipt requested or overnight courier, to the Customer at the address set forth below and to Monster at 2020 University Street, Suite 2000, Montreal, Quebec, H3A 2A5, Attn: Legal Department, and shall be deemed given upon actual delivery thereof. No terms of this Agreement are enforceable by any person who is not a party to it.