Yellowstone Local Programmatic Job Advertising Terms and Conditions

Version date: September 28, 2026

These Programmatic Job Advertising Terms and Conditions (“Terms”) govern the programmatic job advertising services provided by Yellowstone Local, LLC (“Yellowstone”) to the client identified in a signed quote (“Client”). The signed quote and these Terms together form the “Agreement.” By signing the quote or authorizing Yellowstone to begin the Services, Client accepts the Agreement. If the signed quote expressly conflicts with these Terms, the signed quote controls.

1. Services and scope

1.1 Advertising Services. Yellowstone will onboard Client, create and publish job advertisements for approved roles and locations, and manage and optimize programmatic advertising campaigns intended to generate job applicants (the “Services”). Yellowstone may place ads across job boards, advertising networks, search, and other recruiting channels it selects. Yellowstone controls campaign structure, channel selection, bids, pacing, creative variations, optimization, and the allocation of advertising placement costs within the monthly recurring fee. Yellowstone may use third-party platforms and providers to perform the Services.

1.2 Onboarding and reviews. Yellowstone will conduct onboarding to review the approved jobs, locations, compensation, application process, access, tracking, and campaign priorities. During the Agreement, Yellowstone will hold ongoing strategy and performance review meetings with Client at mutually scheduled times. These meetings and onboarding are included in the monthly recurring fee.

1.3 Ad hoc reporting. Upon reasonable request, Yellowstone will provide available applicant generation metrics, which may include clicks, application starts, completed applications, and cost per completed application, with role or location breakdowns where available. Yellowstone will identify the reporting source and period and distinguish application starts from completed applications. Reporting is ad hoc; the Agreement does not require a fixed monthly report or access to Yellowstone’s publisher accounts, vendor invoices, or internal cost records.

1.4 Approved jobs and Client cooperation. Client will provide accurate, current job descriptions, locations, compensation, requirements, hiring criteria, application links, and any access or approvals needed to perform the Services. Client will keep the application process working and promptly notify Yellowstone when a role closes or a material job detail changes. Yellowstone may revise ad wording for clarity and performance but will obtain Client approval before materially changing compensation, location, essential qualifications, or employment claims. Client is responsible for the accuracy and lawfulness of its job information and hiring criteria. Delayed approvals, incomplete information, unavailable application systems, or other failures to cooperate may limit results and do not constitute a failure by Yellowstone to perform.

1.5 Excluded services. The Services do not include individual candidate sourcing outside the ad program, outbound candidate outreach, screening, interviewing, applicant communication or pipeline management, qualification or credential verification, background checks, drug testing, employment decisions, employee management, payroll, benefits, HR administration, or legal advice. Client is responsible for receiving and reviewing applications, contacting and screening applicants, verifying credentials and work authorization, making hiring decisions, and complying with applicable employment and privacy laws.

1.6 Performance objective; no numerical guarantee. The program’s objective is to increase applicant generation and improve advertising efficiency within the agreed monthly recurring fee. Results vary with the labor market, job requirements, compensation, locations, application process, Client cooperation, and third-party platforms. Unless the signed quote expressly specifies a numeric guarantee and its remedy, Yellowstone does not guarantee any number or cost of applications, qualified applicants, interviews, hires, or retained employees. An application is not a representation that the person is qualified or available for hire.

1.7 Use of Client materials. Client authorizes Yellowstone to use Client’s name, trademarks, logos, approved job details, and application links only as needed to perform the Services. Yellowstone may run ads through accounts it controls or accounts to which Client grants appropriate access. Client will not request access to or ownership of Yellowstone’s third-party vendor accounts, campaign infrastructure, or proprietary methods unless expressly agreed in writing.

2. Monthly recurring fee, allocation, and payment

2.1 Initial payment and recurring fee. Client will pay the monthly recurring fee stated in the signed quote to start the Services. The initial payment is the first monthly recurring fee, not an additional onboarding charge. Unless adjusted or canceled under Section 3, the then-current monthly recurring fee is automatically charged to Client’s payment method in advance on each monthly renewal date. The signed quote may identify the payment method and first payment date.

2.2 Nature of the fee. The monthly recurring fee covers advertising placement and Yellowstone’s management, technology, onboarding, meetings, reporting, and margin. It is a fixed price for the Services, not a deposit into a Client-owned advertising account or a promise to spend the full amount with publishers. Yellowstone decides how much of the fee to allocate to placement costs and retains the difference as compensation. Client has no claim to a reconciliation, refund, rollover, or credit based only on the difference between the fee and Yellowstone’s actual placement costs. Yellowstone will not bill placement costs separately unless Client expressly agrees in writing.

2.3 Fee adjustments. Client may increase or decrease the monthly recurring fee for the next monthly period by giving the notice required under Section 3.2. Yellowstone will adjust campaign scale to the revised fee. Yellowstone may not increase the monthly recurring fee or add separate charges without Client’s written agreement. A fee adjustment made under Section 3.2 is an authorized written modification of the recurring charge and does not require a new signed quote.

2.4 Billing authorization. Client authorizes Yellowstone to store and charge the payment method Client provides for all amounts due under the Agreement, including the initial and subsequent monthly recurring fees, agreed additional charges, and any lawful late fees. This authorization continues until the Agreement ends and all amounts owed are paid. Client may update its payment method but must maintain a valid method while fees are due.

2.5 Late payments and suspension. If a payment fails or remains unpaid more than five days after it is due, Yellowstone may suspend the Services until payment is received. To the extent permitted by law, a late fee of five percent of the overdue amount applies. Suspension does not waive amounts owed for the current monthly period. A suspension caused by Client nonpayment, a Client-requested pause, missing approvals, or an unavailable application destination does not extend the period or create a refund.

2.6 Billing disputes. Client must notify Yellowstone in writing of a good-faith billing dispute within five business days after the charge and provide reasonable supporting information. The parties will work in good faith to resolve it, and Client will pay undisputed amounts when due. Client may contest unauthorized or fraudulent charges after notifying Yellowstone promptly and supplying reasonable documentation. Client agrees to address other service or billing disagreements through this process and Section 4 rather than initiating a stop payment or chargeback. Client remains responsible for reasonable bank or collection costs caused by an improper reversal, to the extent permitted by law.

2.7 Refunds. Fees for a monthly period that has begun are nonrefundable except as expressly stated in the signed quote, required by law, or awarded as a remedy for Yellowstone’s uncured material breach. Cancellation under Section 3 prevents future renewals but does not reverse the fee for the current paid period.

3. Monthly term, changes, and cancellation

3.1 Monthly term. The initial monthly period begins when Client pays the first monthly recurring fee stated in the signed quote. Onboarding is part of that paid period. Campaigns will launch after the information, approvals, access, and tracking needed to run ads are in place. The Agreement automatically renews for successive one-month periods on the same calendar day each month. If a month lacks that day, renewal occurs on its last calendar day.

3.2 Five-business-day notice. Client may adjust the next monthly recurring fee upward or downward, or cancel the next renewal, by giving written notice at least five business days before the next renewal date. Notice must come from the person who signed the quote or another person that signer designated in writing and must be emailed to Client’s assigned Yellowstone contact. A fee-adjustment notice must state the new monthly amount. An adjustment takes effect at the next renewal; cancellation takes effect at the end of the then-current paid period. A notice received later applies to the following renewal. For this section, “business day” means Monday through Friday, excluding U.S. federal holidays.

3.3 Yellowstone nonrenewal. Yellowstone may elect not to renew by emailing Client’s designated business contact at least five business days before the next renewal date. Neither party owes a fee for a monthly period that does not renew. Accrued payment and other surviving obligations remain due.

3.4 No future-fee acceleration. Client owes the fee for each monthly period that begins under the Agreement. A cancellation, payment failure, or breach does not accelerate fees for future monthly periods. Yellowstone may seek fees and other amounts already due for the current or earlier periods.

4. Breach and termination for cause

4.1 Notice and cure. A party that believes the other materially breached the Agreement must give written notice describing the breach in reasonable detail. The receiving party has 14 days after notice to cure. If it does not cure, the nonbreaching party may terminate and pursue remedies available under the Agreement or applicable law. A failure to pay when due, an improper chargeback or stop payment, or cancellation of the payment method while charges are due may result in immediate suspension and need not be given a cure period before suspension.

4.2 End of Services. When the Agreement ends, Yellowstone will stop active campaigns within a commercially reasonable time. Ending the Agreement does not cancel charges already earned or agreed third-party costs separately approved by Client. Upon request, Yellowstone will return or destroy Client Confidential Information, subject to lawful retention and the records provisions below.

5. Confidentiality

5.1 Each party may receive the other’s nonpublic business, financial, operational, or technical information (“Confidential Information”). Each will use reasonable care to protect it and will use it only to perform or receive the Services, exercise rights under the Agreement, or meet legal obligations. Yellowstone may share it with personnel and service providers who need it for the Services and are subject to appropriate confidentiality duties.

5.2 Confidential Information does not include information that becomes public without breach, was already lawfully known to the receiving party, is independently developed without using the other party’s information, or is lawfully obtained from another source. A party may disclose information required by law, giving reasonable advance notice when legally allowed.

6. Applicant data, records, and systems

6.1 Applicant information. Client may receive applicant names, contact details, resumes, responses, and application status through its own systems or another agreed delivery method. Client may retain and use applicant information delivered to it for its lawful internal hiring purposes after the Agreement ends, subject to applicable law and applicants’ rights. Neither party obtains ownership of an applicant’s personal information merely because it is processed under this Agreement.

6.2 Yellowstone materials and records. Yellowstone retains ownership of its preexisting and independently developed software, accounts, campaign structure, optimization methods, workflows, templates, analytics methods, vendor relationships, internal notes, operational logs, and compilations. Client retains its preexisting job descriptions, branding, and other materials it supplies. Yellowstone may retain records reasonably needed for compliance, dispute resolution, quality control, security, and ordinary business recordkeeping, subject to its confidentiality and legal obligations.

6.3 System access and export. Client does not acquire a right to Yellowstone’s advertising systems, vendor accounts, internal records, or ongoing system access after the Agreement ends. Yellowstone is not required to transfer accounts, software configurations, publisher relationships, internal campaign logs, or proprietary methods. At Client’s written request within ten business days after termination, and after payment of all undisputed amounts due, Yellowstone will provide a one-time export of basic applicant information from the program that is reasonably available in Yellowstone’s systems and has not already been delivered to Client. Client may use that export only for lawful internal hiring. Yellowstone need not export internal notes, vendor cost records, algorithms, or proprietary reporting tools.

6.4 Communications and recordings. Where permitted by law, Yellowstone may record its calls and communications with Client or applicants for service, training, quality, and recordkeeping purposes. Client consents to recording of its own communications with Yellowstone and will notify its personnel as required by law. Each party remains responsible for any notices or consents it must provide for applicant data processing or communications under applicable law.

7. Reputation and conduct

Neither party will knowingly make false or defamatory statements of fact about the other. This provision does not restrict truthful statements, clearly stated opinions, legally required communications, or a person’s right to raise a lawful complaint. A party will not use knowingly false threats of reputational harm to obtain an unearned refund or contract change.

8. Indemnification

8.1 Client will defend and indemnify Yellowstone and its personnel against third-party claims, losses, penalties, and reasonable legal expenses arising from Client’s job information, hiring criteria or decisions, employment practices, unlawful use of applicant information, Client’s breach, or Client’s acts or omissions, except to the extent caused by Yellowstone’s own breach, gross negligence, or willful misconduct.

8.2 Yellowstone will defend and indemnify Client against third-party claims to the extent caused by Yellowstone’s gross negligence, willful misconduct, or material breach of these Terms. Each party’s indemnity duties survive termination. The protected party will give reasonably prompt notice of a claim and cooperate in its defense, with the indemnifying party controlling the defense subject to the protected party’s right to participate at its own expense. No settlement may impose a nonmonetary obligation or admission on the protected party without its consent.

9. Disclaimer and liability limit

9.1 Except for express obligations in the Agreement, the Services are provided as available. Yellowstone disclaims implied warranties to the extent permitted by law, including warranties of merchantability, fitness for a particular purpose, and particular advertising or hiring results.

9.2 To the maximum extent permitted by law, Yellowstone’s total aggregate liability for claims arising from the Agreement will not exceed the fees Client paid Yellowstone during the three months immediately before the event giving rise to the claim. Yellowstone is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, revenue, opportunities, or business interruption. These limits do not excuse payment of amounts properly owed by Client.

10. Events outside reasonable control

Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than a payment obligation already due. Such events include severe weather, disasters, war, governmental action, labor disruptions, outages, and material failures, restrictions, suspensions, or policy changes by job boards, advertising networks, application systems, telecommunications providers, or other service providers. The affected party will give reasonable notice and work to resume performance. Affected deadlines are extended for the duration of the event. If the event materially prevents Services through a renewal date, either party may decline renewal under Section 3.

11. Updates and amendments

11.1 No oral statement changes the Agreement. Except for a Client fee adjustment made under Section 3.2, changes to the signed quote or these Terms require written agreement by both parties.

11.2 Yellowstone may update these Terms for future monthly periods by giving Client at least 30 days’ written notice and a link or copy of the revised Terms. A change to price, payment obligations, cancellation rights, liability limits, ownership rights, or dispute procedures requires Client’s written agreement to take effect. For other updates, continued use of the Services after the effective date constitutes acceptance; Client may cancel a renewal under Section 3 before the update takes effect. Yellowstone will identify the version date of the Terms in effect.

12. Assignment

Client may not assign the Agreement without Yellowstone’s written consent. Yellowstone may assign it to an affiliate or a successor to its business. The Agreement binds permitted successors and assigns.

13. Governing law and disputes

13.1 Texas law governs the Agreement without applying conflict-of-laws rules. The parties will first attempt to resolve a dispute through good-faith discussion between business leaders for at least 30 days after written notice of the dispute.

13.2 If unresolved, a dispute arising from the Agreement will be decided by binding arbitration before one arbitrator under the Commercial Arbitration Rules of the American Arbitration Association in San Antonio, Texas. A party may seek temporary injunctive relief, enforce arbitration, or collect unpaid amounts in the state or federal courts located in Travis County, Texas, and each party consents to those courts for those purposes.

13.3 In a proceeding to collect unpaid amounts, Client will pay Yellowstone’s reasonable collection costs, including reasonable attorneys’ fees and court costs, to the extent permitted by law. In other arbitration or litigation arising from the Agreement, the prevailing party may recover reasonable attorneys’ fees and costs.

14. Miscellaneous

14.1 If a provision is unenforceable, the remainder remains effective, and the affected provision will be applied as far as the law allows. Neither party is the other’s employer, partner, joint venturer, or general agent.

14.2 Terms that by their nature should continue after termination do so, including accrued payments, confidentiality, applicant data and records, intellectual property, indemnification, liability limits, dispute resolution, and collection rights.

14.3 The signed quote and these Terms are the entire agreement for this offering and supersede earlier discussions about it. The signed quote controls an express conflict. A waiver of one breach does not waive another. Notices required by these Terms must be sent to the business email contacts identified in the signed quote or later updated in writing.