LIMITED CONDITIONAL REFUND GUARANTEE

Nature of Guarantee

The guarantee described in this Service Agreement is a limited, conditional refund program. It is not a promise, warranty, or covenant that Yellowstone will produce a particular hiring result.

Provided Yellowstone materially performs the recruiting services described in the Agreement, Yellowstone’s failure to produce the Target Outcome does not, by itself, constitute nonperformance, a material breach of the Agreement, or grounds for termination for cause.

The Target Outcome is used solely to determine whether Client may qualify for the limited refund described below.

Target Outcome

The Target Outcome for the Initial Term is Yellowstone’s delivery of either:

(a) one Hire; or
(b) three Qualified Candidate Submissions.

Unless the Service Agreement expressly states otherwise, the Target Outcome applies in the aggregate across all positions covered by the Agreement and is not a separate guarantee for each position.

Conditions Precedent

Client’s strict compliance with every requirement below is an express condition precedent to any right to request or receive a refund:

(a) Client must disable all competing job postings for covered positions unless approved by Yellowstone;

(b) Client must not engage another recruiter, staffing firm, hiring service, or overlapping job-advertising service unless approved by Yellowstone;

(c) Client must attend all scheduled meetings or provide at least an hours’ notice and attend the rescheduled meeting;

(d) Client must provide complete candidate feedback within forty-eight hours of each submission, interview, or request for feedback;

(e) Client must provide all requested platform and account access;

(f) Client must make qualified decision-makers reasonably available for interviews;

(g) Client must maintain the compensation, location, schedule, requirements, and other material hiring criteria agreed upon during onboarding;

(h) Client must timely review and make decisions regarding submitted candidates; and

(i) Client must remain current on all payments and not breach the contract at any time.

Failure to satisfy any condition precedent eliminates Client’s eligibility for the refund.

Refund Request Deadline

To request a refund, the Account Owner must send a written refund request.

The request must be received within 15 after the end of month three. The deadline is an express condition precedent to refund eligibility.

The request must identify the applicable Service Agreement and explain why Client believes the Target Outcome was not satisfied.

A request submitted before or after this period is invalid and creates no right to a refund. The deadline will not be extended, renewed, reopened, or tolled by:

(a) continued Services;
(b) renewal of the Agreement;
(c) termination or cancellation;
(d) a notice of alleged breach;
(e) the notice-and-cure process; or
(f) ongoing discussions between the parties.

Yellowstone’s knowledge of Client dissatisfaction does not constitute a refund request.

Exclusive Remedy

If Client satisfies every condition precedent, submits a timely written request, and Yellowstone does not establish that the Target Outcome was met, Client’s sole and exclusive remedy is a refund of the total contract value stated in the signed quote.

Client agrees that failure to achieve the Target Outcome does not entitle Client to termination for cause, rescission, restitution, consequential damages, lost profits, replacement-service costs, or any other damages or remedy.

The limited refund replaces all other contractual, statutory, and common-law remedies arising solely from failure to achieve the Target Outcome, to the maximum extent permitted by law.

Expiration and Waiver

If Client does not submit a valid refund request before the stated deadline, the limited refund guarantee automatically expires.

After expiration, Client permanently waives any claim based solely on Yellowstone’s failure to achieve the Target Outcome, including any attempt to characterize that failure as breach of contract, material breach, breach of warranty, failure of consideration, or grounds for rescission or restitution.

Client’s renewal of the Agreement or continued acceptance of Services after the Initial Term confirms that the limited refund guarantee has expired and that no refund claim remains pending unless Client previously submitted a valid written request.

Relationship to Notice and Cure

The notice-and-cure procedure in Section 4.3 does not apply to, extend, replace, or reopen the limited refund process.

A notice alleging material breach cannot be used to avoid the refund eligibility requirements, request deadline, exclusive-remedy provision, or waiver contained in this section.

Nothing in this section prevents Client from pursuing a claim based on Yellowstone’s material failure to provide the Services themselves, as distinguished from failure to achieve the Target Outcome.

Qualified Candidate Submission

A Qualified Candidate Submission means a candidate who, at the time of submission:

(a) meets the documented non-negotiable requirements in the Ideal Candidate Profile;

(b) has been screened by Yellowstone;

(c) has expressed genuine interest in the position;

(d) has authorized Yellowstone to submit the candidate to Client; and

(e) has indicated a willingness to interview within a reasonable period.

A candidate remains qualified even if the candidate later withdraws, rejects compensation, accepts another position, fails to attend an interview, does not receive an offer, or is rejected because Client changed its requirements.

Client must identify any alleged qualification deficiency in writing within two business days after submission. Failure to do so constitutes acceptance that the candidate was a Qualified Candidate Submission.

A candidate previously known to Client will still count unless Client provides written records within two business days showing that the candidate was actively engaged in Client’s hiring process during the ninety days preceding Yellowstone’s submission.

Changes and Delays

Any period during which Client pauses recruiting, delays interviews or feedback, changes the position, changes compensation, adds material requirements, or otherwise prevents Yellowstone from performing will extend the guarantee period on a day-for-day basis.

A material change to the position or Ideal Candidate Profile may require a new guarantee period confirmed in writing by Yellowstone.