This Employer Terms of Service Agreement (“Agreement”) governs the use by Employers (defined below) of ReadyFly’s Platform and Services (defined below), which enables Employers or other organizations (like You) to work with ReadyFly to source Candidates for Open Roles.

TO ACCESS AND USE READYFLY’S PLATFORM AND SERVICES AS AN EMPLOYER, YOU MUST REVIEW AND ACCEPT THE TERMS OF THIS AGREEMENT BY CLICKING ON THE ‘’YES, I AGREE TO THE TERMS OF SERVICE” BUTTON. ONCE ACCEPTED, THIS AGREEMENT BECOMES A BINDING LEGAL COMMITMENT BETWEEN YOU AND READYFLIES LIMITED (“READYFLY”, “WE”, “OUR” OR “US”). YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH READYFLY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF THE EMPLOYER YOU HAVE NAMED AS THE ACCOUNT HOLDER, AND TO BIND THAT COMPANY TO THE TERMS OF THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “YES, I AGREE TO THE TERMS OF SERVICE” BUTTON.

1. DEFINITIONS.

1.1. “Candidates” means potential candidates for Open Roles.

1.2. “Employers” means individuals or entities who use the Platform to submit Open Roles and source candidates.

1.3. “Engagement” means the provision of Recruiter Services for a particular Open Role.

1.4. “Open Role” means an open job role submitted to ReadyFly by Employer, including without limitation by posting on the Platform.

1.5. “Platform” means ReadyFly’s platform through which (i) Employers can submit Open Roles.

1.6. “Recruiter” means an individual or entity who provides Talent Sourcing Services through AI Recruitment Academy.

1.7. “Recruiter Services” means the invitation of potential job Candidates to browse and apply to Open Roles, as provided by ReadyFly directly or through AI Recruitment Academy Recruiters on behalf of ReadyFly.

1.8. “Services” means the service provided by ReadyFly to Employer hereunder, including without limitation access to the Platform and the provision of Recruiter Services with the consent of the Employer.

2. SERVICES.

The Services enable Employers to engage ReadyFly for the provision and receipt of Recruiter Services (which may be provided by Recruiters on behalf of ReadyFly with the explicit approval of You) for Open Roles. Subject to the terms and conditions outlined in this Agreement, ReadyFly will use commercially reasonable efforts to provide You with the Services, as further described and mutually agreed to by You and ReadyFly, through the Platform and/or otherwise mutually agreed upon in writing (email acceptable). ReadyFly does not guarantee that any matches will be made or any Open Roles filled through the Services.

3. ACCOUNTS.

3.1 Registration. To use the Services, You must register for an account to use the Platform (“Account”). In registering an Account, You agree to (a) provide true, accurate, current, and complete information, which may include without information Your name, information from Your LinkedIn profile, Your email address, and any other information as may be requested by ReadyFly (“Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You agree not to provide any false or misleading information about Your identity or location, business, or services and to correct any such information that is or becomes false or misleading. You acknowledge and agree that Registration Data may be shared with other parties in connection with the Services (such as Recruiters and Candidates), and You hereby grant ReadyFly a non-exclusive, worldwide, royalty-free license to use, display, perform, transmit, and otherwise exploit Your Registration Data in connection with the Services. You are responsible for all activities that occur under Your Account and may not share Account or password information with anyone. You agree to notify ReadyFly immediately of any unauthorized use of Your password or any other breach of security. If You provide any information that is untrue, inaccurate, not current, or incomplete, or ReadyFly has reasonable grounds to suspect that any information You provide is untrue, inaccurate, not current, or incomplete, ReadyFly has the right to suspend or terminate Your Account and terminate this Agreement and/or access to the Services hereunder (including without limitation with respect to any in-progress searches and placements). You may not have more than one Account at any given time. You may not create an Account or otherwise access or use the Platform if You have been previously removed or terminated by ReadyFly. ReadyFly reserves the right to decline any registration or request for access or an Account for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

3.2 Account Verification. When You register for an Account and from time to time thereafter, Your Account will be subject to verification, which may include, but is not limited to, validation against third-party databases or verification of one or more official government or legal documents that confirm Your identity, location, and ability to act on behalf of Your business. You authorize ReadyFly, directly or through third parties, to make any inquiries necessary to validate Your identity, location, and ownership of Your email address or financial accounts, subject to applicable law. When requested, You must timely provide ReadyFly with complete information about You and Your business, which includes, but is not limited to, providing official government or legal documents.

3.3 Permitted Users. By granting any individuals or entities permissions under Your Account, including without limitation any of your employees, contractors, or agents, (each, a “Permitted User”), You represent and warrant that (a) the Permitted User is authorized to act on Your behalf, and (b) You are fully responsible and liable for any action or omission of any and all Permitted Users and any other person who uses the Account. If any Permitted User violates the terms of this Agreement, it may affect Your ability to use the Platform or Services.

3.4 Service Limitations. You, and not ReadyFly (or any Recruiters), are ultimately responsible for evaluating and determining the suitability of any Candidate for any Open Role; Neither ReadyFly nor Recruiters shall be responsible for verifying any information in any Candidate profiles, and all such verification shall be the sole responsibility of Employer unless otherwise agreed to between ReadyFly and Employer in writing.

3.5 Independent Contractor. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee, or Employer-employee relationship between ReadyFly and You.

4. OWNERSHIP.

4.1 ReadyFly. ReadyFly and its suppliers own all rights, title and interest in the Services; all information and materials provided by or on behalf of ReadyFly to You in connection with the Services (excluding Your Data and DEI Supporter Badge); and ReadyFly’s trademarks, and all related graphics, logos, service marks and trade names used on or in connection with the Services (collectively, “ReadyFly IP”). ReadyFly reserves all rights in ReadyFly IP not expressly granted herein.

4.2 Your Data. You own all rights, title and interest in, and You hereby grant ReadyFly a fully paid, royalty-free, worldwide, non-exclusive right and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, any information, data, text, software, and/or other materials provided by or on Your behalf to ReadyFly in connection with the Services (collectively, “Your Data”) for the purposes of operating, providing, and improving the Services. You are solely responsible for Your Data, including the accuracy thereof, and for any legal action that may be instituted as a result of or in connection with Your Data.

4.3 Feedback. You hereby grant to ReadyFly a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner (a) any and all feedback, suggestions, or ideas related to the Services or ReadyFly’s products, services, or business provided by You (collectively, “Feedback”) and to sublicense the foregoing rights, in connection with the operation, maintenance, and improvement of the Services and/or ReadyFly’s business and (b) any feedback, suggestions, ideas, responses, comments, information, and data, including survey responses, provided by You, and to sublicense the foregoing rights, in connection with the operation, maintenance, and improvement of the Services and/or ReadyFly’s business.

5. RESTRICTIONS.

5.1 You represent, warrant, and covenant that You will not, and shall not permit any third party, to (a) use the Services to provide Services to third parties or otherwise provide access to the Services to third parties; (b) modify any documentation, or create any derivative product thereof; (c) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services; (d) assign, sublicense, sell, resell, lease, rent, or otherwise transfer or convey, or pledge as security or otherwise encumber ReadyFly’s rights under this Section; (e) harvest, collect, gather or assemble information or data regarding other parties you have contact with through the Services without their consent; (f) use the Services to solicit, advertise for, or contact in any form, parties you contact with through the Services for employment or any other purpose not related to the Open Roles advertised through the Services; (g) use the Services or any information or data received through or in connection with the Services in a manner that (i) may infringe or violate the intellectual property or other rights of any individual or entity, including without limitation the rights of publicity or privacy; (ii) may violate applicable laws or governmental regulations; (iii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) impersonates any person or entity, including any employee or representative of ReadyFly; (vi) interferes with or attempts to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engages in, any potentially harmful acts that are directed against the Services; or (g) permits any third party to do any of the foregoing, directly or indirectly.

6. INTERACTIONS.

You are solely responsible for Your interactions with all parties with whom You interact in connection with the Services; provided, however, that ReadyFly reserves the right, but has no obligation, to intercede in such disputes. You agree that ReadyFly will not be responsible for any liability incurred as the result of such interactions. While ReadyFly may, in ReadyFly’s sole discretion, help facilitate the resolution of disputes, ReadyFly does not guarantee the Recruiter Services; the truth or accuracy of Your content or listings; Your ability to procure Services. ReadyFly reserves the right to refer any matter to, and to cooperate with, any and all applicable legal authorities if ReadyFly believes that any criminal activity has occurred. ReadyFly is entitled, except to the extent prohibited by applicable law, to disclose any information or materials in ReadyFly’s possession related to this Agreement or the Recruiter Services, including without limitation all Registration Data or Your Data to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement; (c) respond to any claims that Your content, acts, or omissions violates the rights of third parties; (d) respond to requests for customer service; or (e) protect the rights, property or personal safety of ReadyFly, its customers, users, or the public, and all enforcement or other government officials, as ReadyFly in its sole discretion believes to be necessary or appropriate.

7.   CONFIDENTIAL INFORMATION.

7.1         Confidentiality.  ReadyFly and You each agree as follows: (a) to use information received from the other party that would be reasonably understood to be confidential or proprietary (“Confidential Information”) disclosed by the other party only for the purposes expressly permitted herein; (b) that such party will not reproduce Confidential Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (c) that neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (d) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, who have a need to have access and who have been advised of, and have agreed in writing to treat such information in accordance with, the terms of this Agreement; and (e) to the extent practicable, return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Agreement.  Both parties agree that all items of Confidential Information are proprietary to the disclosing party, and as between the parties, will remain the sole property of the disclosing party.

7.2         Confidentiality Exceptions.  Notwithstanding the foregoing, the provisions of Section 8.1 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already rightfully in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient without use of or reference to the other party’s Confidential Information; or (f) is approved for release or disclosure by the disclosing party without restriction.  Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party (to the extent legally permitted) and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.

8.   NON-CIRCUMVENTION.

8.1         Restriction.  For the term of this Agreement (the “Non-Circumvention Period”), You shall not, and shall not permit any of Your employees, contractors, agents, or other service providers to, solicit any recruiting services from any Recruiter You were introduced to through ReadyFly, the Platform, or the Recruiter Services.  For the avoidance of doubt, if You were not initially introduced to another party by ReadyFly, e.g. if You and a Recruiter worked together before being introduced, then the Non-Circumvention Period does not apply with respect to You and such Employer other than for the specific Open Roles(s) posted on the Platform (i.e. You cannot transact with a Recruiter outside of the Platform and without ReadyFly).  Without limiting the generality of the foregoing, You agree not to (a) solicit or submit proposals to parties identified through the Platform or ReadyFly to contract, hire, work with, or pay outside of the Recruiter Services, Platform, or ReadyFly; (b) accept proposals or solicit parties identified through the Platform or ReadyFly to contract, invoice, or receive payment outside the Recruiter Services or ReadyFly; or (c) refer any party identified on the Platform or through ReadyFlyto a third-party for any purpose related to or competitive with the Services.  You shall notify ReadyFly immediately upon becoming aware of a breach or potential breach of this non-circumvention provision.  If You receive the Services as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to You and other employees, agents, or representatives of the business when acting in that capacity.   

8.2         Network Fee.  The non-circumvention obligation in this Section 8 will not apply to You with respect to a ReadyFly Relationship only if the applicable Recruiter or You pays ReadyFly a fee for such relationship (the “Network Fee”), including if You want to commence or continue working with any Recruiter who is under ReadyFly agreement during the Non-Circumvention Period. The Network Fee is computed as follows: the greater of (a) one thousand dollars ($1,000); or (b) the amount that is equal to twelve percent (12%) the anticipated annual Recruiter compensation.

9   PAYMENT.

9.1 Payment to ReadyFly.  You agree to pay all fees to your Account in accordance with the fees and billing terms in effect at the time a fee is due and payable and in accordance with the terms as set forth on the Platform, the ReadyFly website and/or otherwise agreed to between You and ReadyFly in writing (email acceptable).  You will be required to provide ReadyFly with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) as a condition to signing up for paid services under the Platform.  Your payment provider agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities.  By providing ReadyFly with your credit card number, you agree that ReadyFly is authorized to immediately invoice your Account for all fees and charges due and payable to ReadyFly hereunder and that no additional notice or consent is required. You agree to immediately notify ReadyFly of any change in your billing address or the credit card used for payment hereunder. 

9.2         Fees.  All candidate/applicant fees must be made to ReadyFly in accordance with the terms set forth on the Platform and/or otherwise agreed to between You and ReadyFly in writing (email acceptable).  If the Candidate has already submitted a resume directly to Employer, had a conversation with Employer and/or interviewed with Employer prior to introduction through the Services, or Candidate was referred to Employer through another staffing firm or agency, in each case within the last six (6) months prior to referral by ReadyFly, ReadyFly will not be entitled to a fee as long as Employer notifies ReadyFly in writing and sends a screenshot with a timestamped candidate resume submission or a written or verbal conversation.  If You have already paid for a Platform plan, You will get back $15 for each candidate that had engagements with You within the last six (6) months before referral by ReadyFly.

9.3         No Refunds; Non-Payment.  All fees and other amounts paid hereunder are nonrefundable except to the extent ReadyFly refunds You for applicant resumes that you received before the listing of an open role on the Platform. In this case, You will get a $15 refund for each candidate who did not engage with You through ReadyFly.

10.   TAXES.  The amounts paid under this Agreement do not include any taxes or withholdings (“Taxes”) that may be due in connection with any Services provided under this Agreement.  If ReadyFly determines it has a legal obligation to collect Tax from You in connection with this Agreement, ReadyFly shall collect such Tax in addition to the amounts required under this Agreement.  If any Services, or payments for any Services, under the Agreement, are subject to Tax in any jurisdiction and You have not remitted the applicable Tax to ReadyFly, You will be responsible for the payment of such Tax and any related penalties or interest to the relevant Tax authority and will indemnify ReadyFly for any liability or expense incurred.  Upon ReadyFly’s request, You will provide official receipts issued by the appropriate taxing authority, or such other evidence or documents reasonably requested.  

11.   INDEMNIFICATION.  You agree to defend, indemnify and hold ReadyFly, its parents, subsidiaries, affiliates, officers, employees, and agents, harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Data; (b) Your use of the Services;; (c) payment or nonpayment of amounts incurred in connection with the Services; (d) Your violation of the Agreement or of any rights of another party; or (e) Your violation of any applicable laws, rules or regulations.  ReadyFly reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with ReadyFly in asserting any available defenses.  For purposes of this Section 11, You includes any of Your agents or any person who has apparent authority to access or use Your Account.

12.   DISCLAIMER OF WARRANTIES.

12.1       AS IS.  YOUR USE OF THE SERVICES AND PARTICIPATION IN ANY TRANSACTIONS OR ARRANGEMENTS MADE IN CONNECTION THEREWITH ARE AT YOUR SOLE RISK.  THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  READYFLY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  THE READYFLY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE SERVICES OR ANY SERVICES OBTAINED OR TRANSACTIONS MADE IN CONNECTION THEREWITH WILL MEET YOUR REQUIREMENTS.

12.2 THIRD PARTIES OR OTHER USERS.  YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH CANDIDATES, PARTICULARLY IF YOU MEET ANY RECRUITER OR CANDIDATE OFFLINE OR IN PERSON.  YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH RECRUITERS AND CANDIDATES.  YOU UNDERSTAND THAT READYFLY IS UNDER NO OBLIGATION TO SCREEN EMPLOYERS, OR APPLICANTS.  YOU ARE SOLELY RESPONSIBLE FOR, AND WILL EXERCISE CAUTION, DISCRETION, COMMON SENSE AND JUDGMENT IN USING THE SERVICES AND DISCLOSING PERSONAL INFORMATION, INCLUDING THE PERSONAL INFORMATION OF CANDIDATES TO ANY RECRUITERS.  YOUR USE OF THE SERVICES AND RECEIPT OF RECRUITER SERVICES ARE AT YOUR SOLE RISK AND DISCRETION AND READYFLY HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU OR ANY THIRD PARTY RELATING THERETO.  YOU ACKNOWLEDGE AND AGREE THAT READYFLY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD READYFLY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PARTIES THROUGH OR IN CONNECTION WITH THE SERVICES.  NEITHER READYFLY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT OF ANY EMPLOYER, OR CANDIDATE.  READYFLY DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY EMPLOYER’S OR CANDIDATE’S PROFESSIONAL ACCREDITATION, REGISTRATION, OR LICENSE.  YOU ACKNOWLEDGE AND AGREE THAT READYFLY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALIFICATIONS OF ANY EMPLOYER, OR CANDIDATE.  IN ADDITION, WE DO NOT GUARANTEE THAT BY USING THE SERVICES, YOU WILL SUCCESSFULLY HIRE ANY CANDIDATE, AND THAT ANY CANDIDATE HIRED BY YOU WILL BE SUCCESSFUL.

13.   LIMITATION OF LIABILITY.  TO THE FULLEST EXTENT PROVIDED BY LAW, EXCEPT WITH RESPECT TO BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER EMPLOYER OR ANY OF THE READYFLY PARTIES BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS, ON ANY THEORY OF LIABILITY OR (B) TOTAL, CUMULATIVE LIABILITY GREATER THAN THE SUM OF THE TOTAL AMOUNT PAID AND PAYABLE TO READYFLY BY EMPLOYER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN READYFLY AND YOU.

14.   RELEASE.  ReadyFly expressly disclaims any liability that may arise between parties involved in the provision or receipt of the Services.  You release ReadyFly, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.  You hereby waive any law which states in substance, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

15.   TERM AND TERMINATION.

15.1       Term.  The Agreement commences on the date you accept the Agreement and remains in full force and effect until terminated by either party in accordance with this Agreement.

15.2       Termination for Breach.  Either party may terminate this Agreement upon written notice to the other party if the other party breaches this Agreement within seven (7) days of receiving notice thereof.  Furthermore, without limiting ReadyFly’s other rights or remedies, ReadyFly may, but is not obligated to, temporarily or indefinitely revoke access to the Services, Your registration, or permanently revoke Your access to the Services if ReadyFly suspects or becomes aware that You have provided false or misleading information to ReadyFly or if ReadyFly believes, in ReadyFly’s sole discretion, that Your actions may cause legal liability for ReadyFly or any ReadyFly Parties; may be contrary to the interests of the Services; or may involve illicit or illegal activity.  If Your Account is temporarily or permanently closed, You may not use the Services under the same Account or a different Account or reregister under a new Account without ReadyFly’s prior written consent.

15.2       Termination for Convenience.  Either party may terminate this Agreement for its convenience at any time for any reason or no reason at all by providing the other party with at least seven (7) days prior written notice; provided that Employer will remain responsible for all payment obligations incurred prior to the termination effective date, including without limitation any and all Engagements commenced during the term of the Agreement.

16.   DISPUTE RESOLUTION.  Governing Law; Arbitration.  This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the United Kingdom, without giving effect to any conflicts of laws principles that require the application of the law of a different state.  In the event a dispute arises between the parties hereto arising out of or in connection with or with respect to this Agreement or any breach thereof, such dispute shall be determined and settled by arbitration in London, United Kingdom. The award rendered thereon by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction.  Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.

17.   CONSTRUCTION.  Section headings are included in this Agreement merely for convenience of reference; they are not to be considered part of this Agreement or used in the interpretation of this Agreement.  When used in this Agreement, “including” means “including without limitation.”  No rule of strict construction will be applied in the interpretation or construction of this Agreement.

18.   GENERAL PROVISIONS.  The Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without ReadyFly’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. ReadyFly may freely assign this Agreement in whole or in part without Your consent. ReadyFly shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, natural disasters, disease, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.  You may give notice to ReadyFly at the following address: ReadyFlies Limited, 105 Belsize Road, Flat 1-7, London, United Kingdom, NW6 4BG. Such notice shall be deemed given when received by ReadyFly by letter delivered by nationally recognized overnight delivery Service, first class postage prepaid mail at the above address, or confirmed receipt when delivered via email to [email protected].  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.  The Agreement is the final, complete and exclusive Agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.