These Terms and Conditions, together with the executed service agreement, proposal, or order form signed by Client (collectively, the “Agreement”), govern the relationship between Yellowstone Local, LLC (“Yellowstone,” “we,” “our,” or “us”) and the client entity (“Client,” “you,” or “your”) purchasing recruiting services. By signing the Service Agreement, or by requesting, accessing, or using the Services, Client agrees to be bound by the Agreement.

SCOPE OF SERVICES

1.1 Services
Services may include recruitment marketing, candidate sourcing, screening support, candidate communication, workflow recommendations, employer branding support, recruiting consultation, and general hiring assistance, as further described in the Service Agreement (the “Services”). Services do not include performing interviews on behalf of Client, making hiring decisions, managing employees, payroll, benefits, or HR administration unless explicitly stated in writing in the Service Agreement.

1.2 Services Excluded; No Employment or Screening Administration
Unless expressly stated in writing in the Service Agreement, Services do not include, and Yellowstone will not provide, perform, or administer any of the following on Client’s behalf:

(a) conducting interviews in place of Client, making hiring decisions, or acting as Client’s agent in hiring;
(b) employment, HR administration, onboarding, payroll, benefits, employee relations, discipline, termination, or compliance management;
(c) background checks, drug tests, motor vehicle or driving record checks, license checks, credential verification, or any other third party screening or verification services;
(d) legal advice, HR advice, or compliance determinations, including wage/hour, classification, or employment law requirements.

Client is solely responsible for all hiring decisions and for verifying candidate qualifications, work authorization, credentials, licenses, certifications, driving eligibility, and any screening or compliance requirements applicable to Client’s business or industry.

1.3 Client Cooperation Required
Client agrees to reasonably cooperate with Yellowstone and provide accurate and timely information required to perform the Services, including job details, compensation information, interview availability, feedback on candidates, and timely decisions. Client acknowledges that failure to cooperate, delayed responses, failure to schedule interviews, or lack of participation in the hiring process may materially limit results and does not constitute a breach by Yellowstone.

1.4 No Guarantee of Results
Unless a guarantee is expressly stated in writing in the signed Service Agreement, Client acknowledges that recruiting outcomes depend on market conditions, compensation, job requirements, employer reputation, geographic talent supply, and other factors outside Yellowstone’s control. Yellowstone does not guarantee any specific number of candidates, interviews, hires, employee performance, or employee retention, nor does Yellowstone guarantee that any position will be filled within a particular timeframe. Client is solely responsible for hiring decisions and employment outcomes.

1.5 Base Package; Active Pipelines
Unless otherwise stated in the Service Agreement, the Recruiting Base Package includes management of up to two (2) Active Pipelines at any one time. An “Active Pipeline” means a job requisition or role for which Yellowstone is actively performing Services, including job advertising support, sourcing, outreach, screening support, candidate communications, and pipeline management, whether or not the role has been published, is paused, or is pending client feedback. Client may purchase additional Active Pipelines at the rates stated in the Service Agreement. Yellowstone is not obligated to initiate or manage more than two (2) Active Pipelines at a time unless additional pipelines are purchased in writing.

1.6 Pipeline Limits; Scope of Use; Definition of Brand; Additional Pipelines
Client’s Base Package includes up to two (2) Active Pipelines at any given time, and such Pipelines are limited to (a) roles that are advertised by Yellowstone as part of the Services and (b) roles for the same business entity and Brand identified in this Agreement. “Brand” means the trade name, DBA, or other marketing identity under which Client offers services to the public. Client may not use the Base Package to recruit for any separate business, affiliate, subsidiary, franchisee, or Brand not expressly identified in this Agreement. Any request for Services on more than two (2) Active Pipelines concurrently requires Client to purchase one (1) or more additional Pipelines at Yellowstone’s then current rates.

1.7 Additional Brands; Separate Base Package or Additional Brand Fee
If Client requests that Yellowstone perform Services for a separate Brand, location, or business entity not covered by this Agreement, such separate Brand, location, or business entity must purchase a separate Base Package at Yellowstone’s then current full price. Notwithstanding the foregoing, Yellowstone may, in its sole discretion, permit Services for an additional Brand, location, or business entity under this Agreement in exchange for an additional Brand and/or location fee at Yellowstone’s then current rates, which fee shall be determined based on the relationship between the entities and the increased workload incurred by Yellowstone. Any such approval must be confirmed by Yellowstone in writing.

1.8 Closing; Rotation; Notice; Closeout Timing
Client may close an Active Pipeline at any time by providing notice to Yellowstone, which notice may be written or verbal, confirming that the position has been filled or is paused indefinitely and Client no longer requests Services for that position. Yellowstone will generally close the applicable Pipeline on the same business day that Client provides notice; provided, however, that in unusual circumstances Yellowstone may require up to five (5) business days to complete full administrative closeout, including dispositioning candidates and updating records in Yellowstone’s applicant tracking system. Once a Pipeline is closed, Client may request that Yellowstone commence Services for a different advertised position for the same business and Brand, and such new position will be treated as a rotation of the closed Pipeline rather than an additional Pipeline.

1.9 Candidates in Process; Pipeline Remains Active; Final Disposition
Notwithstanding Section 1.8, if any candidates associated with an Active Pipeline remain in process at the interview stage or offer stage at the time Client requests closure or rotation, such Pipeline shall remain an Active Pipeline until those candidates are resolved through final disposition. “Final disposition” means the candidate has either been hired with a confirmed start date or has been rejected, withdrawn, or otherwise removed from consideration, and such status is communicated by Client in writing or verbally or reflected in Yellowstone’s applicant tracking system.

1.10 Starting a New Role Prior to Final Disposition
If Client requests that Yellowstone commence Services for a new advertised position prior to final disposition of in process candidates under an existing Active Pipeline, Client must purchase an additional Pipeline for the new position.

FEES AND PAYMENT

2.1 Fees
Client agrees to pay all fees stated in the executed Service Agreement. All fees are non refundable unless otherwise expressly stated in the Service Agreement.

2.2 Automatic Billing and Late Fees
Invoices are charged automatically to the Payment Method on file on the same calendar day as the initial payment, unless otherwise stated in the Service Agreement. If any payment fails or becomes more than five (5) days past due, Yellowstone may suspend Services. A five percent (5%) late fee applies to all overdue amounts, to the extent permitted by law.

2.3 Auto Billing Authorization
Client authorizes Yellowstone to store and charge the payment method on file (“Payment Method”) for all fees, charges, and balances due under the Agreement, including subscription fees, renewal fees, add ons, late fees, and any outstanding amounts. Yellowstone will charge the Payment Method according to the billing schedule in the Service Agreement. Client may update the Payment Method at any time, and any replacement method is considered the “Payment Method.” Authorization remains in effect until the Agreement is terminated and all amounts owed are paid in full.

2.4 No Offset; Suspension Does Not Waive Payment
Client may not withhold, offset, or reduce any amounts due under the Agreement for any reason. Yellowstone may suspend Services upon nonpayment or material breach. Suspension does not waive Client’s obligation to pay all amounts owed, including any accelerated fees due under Section 4.

2.5 Payment Disputes; No Chargebacks; Material Breach
Client must notify Yellowstone in writing of any good faith billing dispute within five (5) business days of the charge date. Client must provide reasonable supporting documentation and cooperate in good faith to resolve the dispute.

Except as permitted under Section 2.6, Client agrees not to dispute, reverse, or charge back any payment made under this Agreement. Any chargeback, stop payment, ACH return, or other reversal initiated by Client (other than a permitted dispute under Section 2.6) constitutes a material breach of this Agreement. Upon such breach, Yellowstone may immediately suspend Services and all remaining fees for the Initial Term will become immediately due and payable under Section 4.4. Client will be responsible for all chargeback fees, bank fees, and all costs of collection, including reasonable attorneys’ fees and court costs.

Client agrees to continue paying all undisputed amounts when due during the pendency of any dispute. Failure to pay undisputed amounts constitutes a separate material breach.

2.6 Limited Exception for Unauthorized or Fraudulent Charges
Client may dispute a charge only in cases of unauthorized use of Client’s payment method or verifiable fraud. Client must notify Yellowstone in writing within five (5) business days of discovering such unauthorized activity and must provide reasonable supporting documentation upon request. This limited exception does not apply to dissatisfaction with Services, recruiting outcomes, or alleged nonperformance, which must be handled pursuant to Section 4.3 (Notice and Cure).

TERM AND AUTO RENEWAL

3.1 Initial Term
The initial term of the Agreement matches the period stated in the signed Service Agreement (“Initial Term”).

3.2 Auto Renewal
At the end of the Initial Term, the Agreement automatically renews for a renewal term equal in length to the then current Term (“Renewal Term”), unless Client provides notice of non renewal on or before the thirtieth (30th) day before the end of the Term, unless otherwise stated in the Service Agreement. Renewal Terms are governed by the Agreement unless amended in writing and signed by both parties.

TERMINATION; BREACH; ACCELERATION

4.1 No Termination for Convenience During Initial Term
Client may not terminate this Agreement for convenience prior to the end of the Initial Term. Any attempt to terminate during the Initial Term, cancellation of the Payment Method, refusal to pay, stopping payment, or otherwise interfering with Yellowstone’s ability to collect amounts due constitutes a material breach.

4.2 Opt Out of Renewal
Client may opt out of renewal only if the request is made by the Account Owner, defined as the individual who signed the Service Agreement or whose payment method was used to activate the Agreement, or an Authorized Account Owner designated in writing by the Account Owner. Notice of non renewal must be submitted by email or phone to the assigned Client Success Manager. No other communication methods, and no other individuals, are permitted to terminate, cancel, or modify the Agreement.

4.3 Termination for Cause; Notice and Cure
If Client believes Yellowstone has materially failed to perform under this Agreement, Client must provide written notice describing the alleged failure in reasonable detail. Yellowstone will have fourteen (14) days to cure. If not cured, Client may pursue remedies available under this Agreement.

Either party may terminate the Agreement if the other party materially breaches it and fails to cure the breach within fourteen (14) days after written notice. However, payment defaults, chargebacks, stop payments, ACH returns, and cancellation of the Payment Method constitute immediate material breach and are not subject to any cure period.

4.4 Effect of Client Material Breach; Acceleration of Fees; Liquidated Damages
Client’s failure to pay any amount when due, initiation of any chargeback or stop payment (except as permitted under Section 2.6), cancellation of the Payment Method, refusal to pay amounts due, attempt to terminate during the Initial Term, or material interference with Yellowstone’s performance constitutes a material breach.

Client acknowledges and agrees that Yellowstone allocates personnel time, recruiting capacity, tools, systems, and operational resources specifically for Client during the Term, including onboarding, setup, recruiting strategy development, and ongoing pipeline management, and that Yellowstone may be unable to readily replace the reserved capacity on short notice. Client further acknowledges that damages arising from early termination, material breach, or nonpayment are difficult to precisely calculate at the time of contracting.

Accordingly, the parties agree that upon Client’s material breach, all remaining fees for the full Initial Term shall immediately become due and payable as liquidated damages. The parties agree this is a reasonable estimate of Yellowstone’s anticipated losses and not a penalty.

Yellowstone may suspend Services upon nonpayment or material breach, but suspension does not waive Client’s payment obligations under the Agreement.

4.5 Mitigation / Offset
If Yellowstone resells the Services capacity made available by Client’s early termination during the remainder of the Initial Term, Yellowstone will credit such amounts actually received for the resold capacity, net of reasonable costs and expenses incurred to secure and deliver such replacement services, to Client against the accelerated fees.

4.6 Effect of Termination
Termination does not cancel any outstanding statements of work, add ons, fixed fee projects, or third party costs incurred on Client’s behalf still in effect. These Terms govern those items until completion or expiration.

4.7 Return of Materials
Upon termination, Yellowstone will cease use of all Client Confidential Information and, upon request, return or destroy it and provide written confirmation if requested.

CONFIDENTIALITY

5.1 Confidential Information
Each party may receive non public business, financial, operational, or other sensitive information (“Confidential Information”). Confidential Information must be treated with reasonable care and used only to fulfill obligations under the Agreement.

5.2 Exclusions
Confidentiality obligations do not apply to information that is public, already known, independently developed, or lawfully obtained from a third party.

5.3 Required Disclosure
Disclosure required by law is permitted with reasonable notice to the other party, unless prohibited by law.

DATA OWNERSHIP; RECORDS; CANDIDATE COMMUNICATIONS; CALL RECORDING CONSENT

6.1 Definitions
“Candidate Data” means all candidate related information generated, collected, or maintained by Yellowstone in connection with the Services, including candidate profiles, resumes, notes, screening feedback, sourcing history, pipeline activity, communication history, call logs, text logs, email messages, recordings (if any), and any associated metadata.

6.2 Ownership
As between Yellowstone and Client:

(a) Yellowstone Ownership. Yellowstone owns and retains all right, title, and interest in and to:
(i) its recruiting workflows, sourcing strategies, outreach methods, automation logic, and internal operational processes;
(ii) outreach templates, scripts, and screening frameworks created by Yellowstone;
(iii) recruiting records and operational logs created or maintained by Yellowstone, including call and text logs, communication records, timestamps, analytics, scoring, internal notes, and quality assurance records; and
(iv) any compilation or arrangement of Candidate Data maintained within Yellowstone’s systems.

(b) Client Ownership. Client owns its pre existing information provided to Yellowstone, including job descriptions, compensation ranges, and internal hiring criteria.

(c) Candidate Information. Candidate resumes, contact information, and other information supplied by a candidate or obtained by Yellowstone in connection with Client’s hiring needs may be included in Candidate Data. Yellowstone’s ownership in this Section relates to Yellowstone’s records, compilations, and operational data and does not restrict the candidate’s own rights in their personal information.

6.3 Limited License During Term
During the Term, Yellowstone grants Client a limited, revocable, non exclusive license to access and use Candidate Data solely for Client’s internal hiring purposes. Client may not sell, sublicense, publish, copy, scrape, export, except as expressly permitted under Section 6.4.1, or commercially exploit Candidate Data, nor may Client use Candidate Data to build or train any external database, recruiting service, or competing product.

6.4 Post Termination Access; Limited Export Option; Retention
Upon termination or expiration of the Agreement, Client’s license to access or use Candidate Data ends immediately. Yellowstone may retain Candidate Data, recruiting records, and candidate communications, including call and text logs, for its legitimate business purposes, including compliance, dispute resolution, training, quality assurance, fraud prevention, and recordkeeping.

Client acknowledges and agrees that Yellowstone has no obligation to provide ongoing access to Candidate Data or recruiting records following termination or expiration.

6.4.1 Limited Export Option (Optional)
Upon Client’s written request made within ten (10) business days following termination or expiration, and only after all amounts owed are paid in full, Yellowstone will provide a one time export of basic candidate information for candidates actively presented to Client during the Term for Client’s internal hiring use. The export may include candidate name, contact information, resume (if available), and current stage status.

For clarity: Yellowstone is not obligated to export or transfer Yellowstone’s internal notes, scoring, call or text logs, communications metadata, outreach history, templates, automation, workflows, reporting dashboards, system configuration, or any Yellowstone proprietary methods or records.

6.5 No Obligation to Transfer Systems or Accounts
Client acknowledges that Yellowstone is not required to transfer, assign, or provide ongoing access to Yellowstone’s systems, communication channels, phone numbers, text numbers, email accounts, software tools, or vendor accounts used to perform the Services, unless expressly agreed in writing.

6.6 Call Recording Consent
Client acknowledges and agrees that Yellowstone may record calls and communications between Yellowstone and Client, and between Yellowstone and candidates, where permitted by applicable law. Client consents to such recording and agrees to ensure that its team members who participate in communications with Yellowstone are aware that calls may be recorded.

REPUTATION, REVIEWS, AND NON COERCION

7.1 Mutual Non Disparagement
Each party agrees not to make any knowingly false, misleading, or defamatory statements of fact about the other party, its employees, or its services, whether publicly or privately, including on social media or review platforms. This does not restrict either party from providing truthful statements, honest opinions clearly stated as opinion, or communications required by law. Statements of opinion must be clearly identified as opinion and may not imply undisclosed defamatory facts.

7.2 No Coercion
Client agrees not to threaten, coerce, or attempt to obtain any refund, concession, contract modification, or early termination by threatening to publish negative reviews, file complaints, or otherwise harm Yellowstone’s reputation. Any such conduct constitutes a material breach of the Agreement.

INDEMNIFICATION

8.1 Client Indemnification
Client shall indemnify, defend, and hold harmless Yellowstone, its affiliates, officers, directors, employees, and agents against any claims, losses, liabilities, penalties, or expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) Client’s hiring decisions, employment practices, or compliance with employment laws
(b) Client’s use of any candidate or hire sourced through the Services
(c) Client’s acts, omissions, negligence, or breach of the Agreement
(d) Claims by candidates or third parties relating to recruiting, hiring, screening, employment, or termination decisions

8.2 Yellowstone Indemnification
Yellowstone shall indemnify Client only for claims arising solely from Yellowstone’s gross negligence, willful misconduct, or material breach of these Terms.

8.3 Survival
Indemnification obligations survive termination.

WARRANTY DISCLAIMER
Services are provided as is and as available. Yellowstone makes no warranties, express or implied, including warranties of performance, results, merchantability, fitness for a particular purpose, or non infringement.

LIMITATION OF LIABILITY
To the maximum extent permitted by law, Yellowstone’s total aggregate liability for all claims arising out of or relating to the Agreement shall not exceed the total fees paid by Client to Yellowstone in the three (3) months immediately preceding the event giving rise to the claim.

Yellowstone is not liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profit, revenue, data, business opportunity, or business interruption.

FORCE MAJEURE

11.1 Force Majeure
Yellowstone will not be liable for any failure or delay in performance under the Agreement (other than payment obligations) to the extent caused by events beyond Yellowstone’s reasonable control, including acts of God, natural disasters, fire, flood, severe weather, pandemic, epidemics, war, terrorism, civil unrest, labor disputes, power outages, internet or telecommunications failures, governmental orders, and failures, outages, restrictions, suspensions, or policy changes by third party platforms, software providers, job boards, advertising networks, email providers, or other vendors used to provide the Services (including but not limited to Indeed, LinkedIn, Google, Microsoft, Recruitee, HubSpot, and any sourcing or communication tools).

11.2 Notice and Mitigation
Yellowstone will use commercially reasonable efforts to resume performance as soon as practicable and will notify Client within a reasonable time after becoming aware of the force majeure event.

11.3 Effect on Term and Payment
During a force majeure event, Yellowstone’s performance obligations will be suspended or delayed, and any affected deadlines will be extended for a period equal to the duration of the force majeure event. Client’s payment obligations are not suspended, and all fees remain due as scheduled.

MODIFICATION; UPDATES TO TERMS AND CONDITIONS

12.1 No Verbal Modifications
No verbal statements or representations modify the Agreement. All amendments must be in writing and signed by both parties. Client acknowledges no reliance on statements not expressly included in the Agreement.

12.2 Updates to Terms and Conditions
Yellowstone may update these Terms and Conditions from time to time to reflect changes in law, regulatory guidance, security requirements, platform or vendor requirements, operational processes, or improvements to the Services. Yellowstone will provide Client with written notice of any updated Terms by email or through Client’s account portal, and the updated Terms will become effective on the date stated in the notice, which will be no less than thirty (30) days after notice.

12.3 Material Changes
Any update that materially impacts pricing, the Initial Term, payment obligations, early termination, dispute resolution or arbitration, limitation of liability, or ownership rights (“Material Change”) will not apply to the then current Initial Term unless Client agrees in writing. Material Changes will apply to any Renewal Term or new statement of work unless otherwise agreed in writing.

12.4 Continued Use
Client’s continued use of the Services after the effective date of a non material update constitutes acceptance of the updated Terms. If Client does not agree to a non material update, Client may elect not to renew at the end of the then current Term.

12.5 Version Control
Yellowstone will maintain an effective date for the Terms and Conditions and will make the current version available upon request or at a publicly accessible URL. If there is a conflict between the Service Agreement and these Terms, the Service Agreement controls.

ASSIGNMENT AND CHANGE OF CONTROL
Client may not assign or transfer the Agreement without Yellowstone’s written consent. The Agreement remains binding on any successor entity to Client, including through merger, acquisition, consolidation, sale of assets, or change of control. Yellowstone may assign the Agreement to any affiliate or successor without Client consent.

GOVERNING LAW AND VENUE
This Agreement and any dispute arising out of or relating to this Agreement, the Services provided, or the relationship between the parties will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

Subject to Section 15 (Arbitration and Dispute Resolution), any legal action seeking temporary injunctive relief, enforcement of arbitration, or collection of unpaid amounts may be brought exclusively in the state or federal courts located in Travis County, Texas, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

ARBITRATION AND DISPUTE RESOLUTION
Disputes must first be negotiated in good faith at the executive level for at least thirty (30) days. If unresolved, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services will be resolved exclusively by final and binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in San Antonio, Texas.

Either party may seek temporary injunctive relief in the state or federal courts located in Travis County, Texas, including to prevent irreparable harm, enforce confidentiality, enforce payment obligations, compel arbitration, or confirm and enforce any arbitration award.

COLLECTIONS; ATTORNEYS’ FEES
If Yellowstone must pursue collection of any unpaid amounts, Client agrees to pay all costs of collection, including reasonable attorneys’ fees, court costs, and collection agency fees.

In any dispute, arbitration, or proceeding arising out of or relating to the Agreement, the prevailing party is entitled to recover reasonable attorneys’ fees and costs.

SEVERABILITY
If any provision is found unenforceable, the remaining provisions remain in effect. The unenforceable provision will be interpreted to reflect the parties’ original intent to the fullest extent permitted by law.

SURVIVAL
The following sections survive termination or expiration of the Agreement: confidentiality, data ownership and call recording consent, reputation and non coercion, indemnification, limitation of liability, payment obligations, warranty disclaimer, dispute resolution and arbitration, collections and attorneys’ fees, and any other provisions that by their nature are intended to survive.

RELATIONSHIP OF THE PARTIES
Nothing in the Agreement creates a partnership, employment relationship, joint venture, or agency relationship.

ENTIRE AGREEMENT
The Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, proposals, or communications. No modification is valid unless in writing and signed by both parties.