Employer Purchase Agreement: OEM Explore 

(Version 3/7/2023)

This Agreement (“Agreement”) is entered into by and between the undersigned client (“Client”) and MedGeo Ventures, LLC (“MGV”) (the “Party or Parties”) on behalf of the American College of Occupational and Environmental Medicine (“ACOEM”).

1. General. MGV operates OEM Explore on behalf of ACOEM. OEM Explore is an interactive, map-based career exploration platform available to members of ACOEM (“Members”). OEM Explore contains basic profiles developed from public and proprietary data for locations where ACOEM Members are employed (“Site Profiles”), providing Members with a consolidated view of the total employment market for the OEM field. OEM Explore provides employers a portfolio of services to help promote current and future hiring needs and build an employment brand within the ACOEM Member community.
    
2. Free Site Profiles. The OEM Explore map is pre-populated with Site Profiles without any action or acknowledgement by employers. Site Profiles for all Member work locations are produced from public and proprietary data and included on the OEM Explore map at no charge. Employers may register to claim and edit Site Profiles at no charge. Changes to claimed Site Profiles will be included in the notifications to Members who ‘follow’ a market or Site.
   
   Site Profiles provide only basic employer information and no contact information and are provided so that Members have market level context for employment decisions. 
   
   OEM Explore invites Members to inquire about opportunities that may be available at a Site Profile location, in which case the affiliated employer may be offered an introduction (“Referral”) to the inquiring Member under a separate success fee arrangement. Employers with Site Profiles are under no obligation to participate in the Referral program.
   
   
3. Profile Upgrades. Employers may purchase a subscription to upgrade one or more Site Profiles to support direct recruitment efforts. Pricing discounts are available for annual agreements and multiple Sites. Member Referral services to upgraded Site Profiles are included in the purchase and provided without Success Fees.                                                                                                                                                                                                                                                                                   
   Two types of enhanced Site Profiles are available to support recruitment use cases:
   
   3.1. Hiring Profiles are designed to support locations that are actively recruiting. Each Hiring Profile is highlighted and searchable as ‘Hiring’ on the Map and supports unlimited Job Profiles so long as the Hiring Profile accurately reflects the primary employment location of each Job. Hiring Profiles include client branding and direct Member engagement via messaging. Member Referrals services are included at no additional cost.
   
   3.2. Networking Profiles are designed to build a bench for future hiring, or support opportunistic hiring or simply to build and maintain your employer brand    with ACOEM’s Member audience. Networking Profiles come with all the features of Hiring Profiles except they do not include Job Profiles. They are highlighted and searchable as ‘Networking’ on the Map. Client is encouraged to maintain Networking Profiles for all OEM employment locations to maintain a future candidate pipeline. Members typically begin career search activities a year or more in advance of any planned move and so decisions are often made before a Job Profile is even advertised. 
   
   Client may pay a prorated fee to upgrade Networking Profiles to Hiring Profiles at any time during the contract period.
   
   
4. Term and Termination. Annual agreement shall commence on the date the quote is signed and will remain in effect for 365 days from the date it was signed. Month to Month Subscription Agreements shall commence on the date the quote is signed and first monthly payment is received and will automatically renew for successive 30 day increments unless employers notify MGV of its intent not to renew at least 7 days prior to the end of current term. This Agreement may be terminated by the Parties for any reason upon mutual written agreement or by either Party for cause in the event of a material breach of the terms contained in this Agreement. MGV shall be under no obligation to reimburse Client for unused services following termination by expiration or for cause due to breach by Client
   
   
5. Authorization. Client represents and warrants it has authorization to manage any Site Profile that it claims and agrees to use OEM Explore only for the promotion of Client’s internal or contractually managed career opportunities. Client agrees to engage Members sourced through OEM Explore only for purposes related to current and future hiring or contracting needs. Selling or sharing Member data received through OEM Explore is strictly prohibited.
   
   
6. Third Party Recruiters. Recruitment firms are prohibited from claiming Site Profiles without providing MGV prior written authorization from the authorized employer affiliated with the Site Profile.
   
   
7. Compliance. Client is solely responsible to ensure that content provided to MGV and/or uploaded to Site Profiles and Job Profiles complies with applicable laws, rules and regulations, is accurate and does not infringe, misappropriate and violate any intellectual property or data privacy rules, trademark rights, employment or anti-discrimination laws. 
   
   
8. Disclaimers; Representations & Warranties. MGV works to ensure the accuracy and integrity of information provided in OEM Explore. Information derived from third parties including Member and Client users, information service providers and public sources is provided “as is”. MGV is not responsible to verify such information and is not responsible for its accuracy or completeness. MGV provides OEM Explore as a platform to support introductions and interactions between Member and Client users. MGV is not involved in the interviewing or hiring process and does not make any representations or guarantees about the accuracy or completeness of the qualifications or suitability of Member Users.                                                                                                                                                         
   MGV does not guarantee the success of client’s hiring activities on OEM Explore and makes no claims or warranties related to performance metrics.                    
9. Arbitration. Any dispute related to this Agreement which cannot be resolved to the Parties mutual satisfaction within forty-five (45) days after notice of such dispute shall be resolved by binding arbitration conducted in Denver, Colorado, in accordance with the United States Arbitration & Mediation Rules Association. The arbitrator’s decision shall be final and binding and judgment may be entered thereon. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other party is entitled to costs of suit including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award.
   
   
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.
    
    
11. Mutual Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its Affiliates, employees or directors from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys’ fees) incurred by or rendered against the other Party or its affiliates, employees or directors in any third party claim made resulting from a breach by such Party of its obligations, representations and warranties pursuant to this Agreement or the negligence or willful misconduct of such Party.
    
    
12. Notices. Any notices or communications required or permitted to be given by this Agreement must be (i) given in writing and (ii) personally delivered or mailed, by prepaid, certified mail or overnight courier, or transmitted by electronic mail transmission to the party to whom such notice or communication is directed, to the mailing address or electronic mail address of such party as listed in this Agreement. Any such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, (iii) one (1) working day after such notice or communication is sent by overnight courier, or (iv) the day such notice or communication is sent electronically, provided that the sender has received a confirmation of such electronic transmission. A party may, for purposes of this Agreement, change his, her or its address, fax number, email address or the person to whom a notice or other communication is marked to the attention of, by giving written notice of such change to the other party.
    
    
13. Entirety Agreement. This Agreement, together with the Terms and Conditions, Privacy Policy and Schedules attached hereto, contains the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings between the Parties relating to the subject matter of this Agreement. No course of prior dealings between the Parties or their predecessors shall be relevant to supplement or explain any terms used herein.
    
    

Payment Terms

Payment by check, ACH or wire are due within thirty (30) days of the date of the invoice. Late payments will be subject to a 1.5% interest charge. MGV reserves the right to deactivate any and all MGV products or services purchased by Client including online access to OEM Explore and Client Dashboard until past due payments are received in cleared funds. MGV will not be responsible to refund amounts paid under this Agreement for unused products.

Month to Month Subscription will be paid via credit card set up at the time of signed agreement.