1 GENERAL

1.1 These Terms of Use (“Terms of Use,” “Terms” or “TOU”) govern your access and use of the website www.hendersonscott.com (the “Site”). The Site is operated by Search Recruitment Group LLC dba Henderson Scott, a Delaware limited liability corporation with offices at 575 Lexington Avenue, Floor 14, New York, NY 10022, on behalf of itself and its affiliates (collectively, "we", "our" or "us").

1.2 The purpose of these Terms is to let you know what we expect from users of the Site, and what activities are not permitted on or in connection with the Site. If there is anything you don't
understand in these Terms and/or any other terms or information published or made available through the Site, please contact us using the contact information below.

2 YOUR ACCEPTANCE OF THESE TERMS OF USE

2.1 Please read these Terms carefully before you start to use the Site. BY ACCESSING OR USING THE SITE (WHETHER OR NOT YOU ARE A REGISTERED USER) YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF USE. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS OF USE YOU MUST NOT ACCESS OR USE THE SITE.

2.2 You must be at least 18 years of age to use this Site. By using this Site, you represent and warrant that you are at least 18 years of age. If you do not meet this requirement, you must not access or use the Site.

2.3 It is also important that you understand fully what personal information we collect from you and receive when youuse this Site. For details of the type of personal information we collect via our Site, our use of such data and to whom we may disclose this data, please review our Privacy Policy and Cookies Policy, both of which are incorporate herein in full.

3 CHANGES TO THESE TERMS OF USE

We reserve the right to make changes to these Terms of Use or impose new terms and conditions of use at any time and at our sole discretion. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in business practices. All changes tothe Terms of Use are effective immediately upon notice thereof or as otherwise described in the notice, which may be given by any means, including without limitation, posting the revised or additional terms and conditions on the Site. The date of the last revision will appear at the top of these Terms. You are responsible for checking this page and reviewing these Terms of Use periodically for updates and changes. You agree that you shall be deemed to be apprised of and bound by any revisions or additions we make to the Terms. If you continue to use the Site after the changes to the Terms of Use become effective you will be deemed to have accepted those changes. No modification to these Terms of Use by any party other than us shall be valid or enforceable against us unless expressly agreed to by us in a writing signed by a duly authorized officer of Search Recruitment Group.

4 ACCESS TO THE SITE

4.1 As a user of the Site you will be able to access the Site, review content and avail yourself of any of the services provided through the Site (the "Service"). Subject to these Terms of Use, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Service in accordance with these Terms of Use. We reserve the right to change, upgrade or discontinue the Service or any feature of the Service at any time, with or without notice or liability to you. No rights are granted to you other than as expressly set forth in these Terms of Use, and we reserve all rights not specifically granted under these Terms of Use.

4.2 We reserve the right to withdraw and/or amend access to the Service we provide on the Site without notice or liability to you. We will not be liable if for any reason the Site (or any part of it) is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site. The restrictions imposed on you, the disclaimers, indemnities and limitations of liability set forth in these Terms shall survive any withdrawal or termination of the Site or your use thereof. By accessing and using the Site, you confirm that (i) your use of the Site does not breach any applicable law or regulation; and (ii) unless otherwise authorized by us in writing, your use of the Site is for your own personal and non-business purposes only.

4.3 You are responsible for making all arrangements necessary for you to have access to the Site, including internet access. You arealso responsible for ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use, and that they comply with them in full.

4.4 You acknowledge that we have no obligation to monitor your access to or use of the Site for breaches of these Terms of Use, or to review or edit any content. However, we reserve the right to do so for any or no reason, including for the purpose of operating and improving the Site (including without limitation for fraud identification and prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms of Use and to comply with applicable law or any orderor requirement of a court, consent decree, administrative agency or other governmental body.

5 USE OF THE SITE

5.1 By accessing and using the Site you undertake and agree to do so in a legal and ethical manner and subject to these Terms of Use. You acknowledge and agree that you shall not use the Site to transmit material, or otherwise engage in any activity, that is defamatory, tortious, harmful, obscene, infringing, offensive, bullying, harassing, scandalous, hateful, inflammatory, threatening, unlawful, profane, pornographic, invasive of privacy or otherwise objectionable in relation to your use of the Site including without limitation, anything that facilitates illegal activity, depicts sexually explicit images, promotes violence, is discriminatory, is illegal or which could or does cause damage or injury to any person or property, could give rise to any civil or criminal liability under applicable law, including, without limitation, any material that you are not entitled to post or transmit, or where such posting or transmission is in breach of any duty of confidentiality and/or third party intellectual property rights.

5.2 Except as expressly set out in these Terms of Use or as permitted by applicable law, you hereby agree:

5.2.1 not to copy any of the Site or Site Content (defined below) except where such copying is incidental to normal use of the Site, or where it is necessary for the purpose of back-up or operational security;

5.2.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify any of the Site or content therein;

5.2.3 not to make alterations to, or modifications of, the whole or any part of the Site, or permit the Site or any part of it to be combined with, or become incorporated in, any other programs;

5.2.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Site or attempt to doany such thing except to the extent that such actions cannot be prohibited by applicable law;

5.2.5 not to provide or otherwise make available the Site in whole or in part (including object and source code), in any form to any person without our prior written consent;

5.2.6 not to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person orentity;

5.2.7 not to use the Site or any part(s) of it in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code or technology, including viruses, or harmful data, into the Site (or into the websites linked to the Site) or any operating system;

5.2.8 not to infringe our intellectual property rights or those of any third party in relation to your access and/or use of the Site;

5.2.9 not to collect Site users' information, or otherwise access the Site or our systems, using automated means (e.g. harvesting bots, robots, spiders, or scrapers, etc.) or attempt to decipher any transmissions to or from the servers running the Site;

5.2.10 not to manipulate any identifiers to disguise the origin of a message;

5.2.11 not to solicit login information or access an account belonging to someone else;

5.2.12 not disclose anyother user's personal information without their prior express agreement. This means that if you happen to know another user's identity you must not disclose this to any other user or to any other third party;

5.2.13 not to facilitate or encourage any breach by any other party of these Terms of Use (or any part thereof);

5.2.14 not to use the Site in any manner which could damage, disable, overburden, impair or compromise the Site, our systems or security or interfere with other users or any other party's computer systems or hack or gain unauthorised access to the Site or Site Content or data.

5.3 We reserve the right to block or remove users, communications or materials atany time in our sole discretion for any reason or no reason, including users, communications or materials that we determine to be: (a) harassing, abusive, defamatory or obscene;(b) fraudulent, deceptive or misleading; (c) infringing copyright, trademark or other intellectual property rights; (d) in breach of any law or regulation; or (e) offensive or otherwise unacceptable to us inour sole discretion. Note that any personal information posted or transmitted by users willbe treated by us in accordance with our [Privacy Policy].

5.4 Where permittedby law, we reserve the right to investigate, involve and cooperate with any regulatory and/or law enforcement authorities or court order requesting or requiring us to disclose the identity or other information of any user of this Site.

6 USE OF OUR CONTENT

6.1 We and our licensors, retain allright, title and interest in and to the information (in any form including without limitation text, graphical, videoand audio), text, images, photographs, icons, illustrations, descriptions, applications, designs, software, scripts, programs, patents, copyrights, trademarks, trade names, logos, and other materials and services available on or through the Site, including its look and feel and the selection, assembly, and arrangement thereof (collectively, “Site Content"). You should note that unless otherwise noted, all Site Content is protected by copyright, trademark, service mark, database rights, sui generis rights and other intellectual and industrial property or proprietary rights laws (as the case may be), under national laws and international treaties. Your access and/or use of any of the Site does not transfer to you or any other person any ownership or other rights in or to the Site, or Site Content, unless specified otherwise in these Terms of Use. You may view and use the Site Content only for your personal information or evaluation of our services on the Site (to the extent the Site permits), and for no other purpose. You may not otherwise use, reproduce, copy, modify, transmit, display, publish, sell, license, publicly perform, distribute, misuse, or commercially exploit any of the Site Content, or use datamining, robots or similar data gathering and extraction tools at the Site. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Search Recruitment Group or our partners, suppliers and vendors (collectively, the “Partners”) without the express, written consent of Search Recruitment Group. You may not use any meta tags or any other “hidden text” utilizing our name or trademarks without the express written consent of Search Recruitment Group. Any use of the Site Content, except as specifically permitted in these Terms or as otherwise expressly permitted in the Content or in a writing signed by an authorized representative of Search Recruitment Group is strictly prohibited.

6.2 If you want to re-publish, extract, reproduce, disseminate or otherwise use anyof the Site Content, you must contact us in advance and obtain our prior written permission except if otherwise expressly provided in these Terms of Use. This is without prejudice to any rights you may have under applicable mandatory laws.

6.3 We may use any feedback and suggestions for improvement relating to the Site and related services that is provided by you, whether unsolicited or otherwise (“Feedback”) without charge or limitation and you hereby irrevocably and unconditionally assigns (or shall procure the assignment) of all intellectual property rights in the Feedback (including by way of present assignment of future intellectual property rights) to us at the time such Feedback is first provided to us. To the extent that any Feedback is not orcannot be assigned to us as legal and beneficial owner you grant and agree to grant us, relating to all of your rights in the Feedback, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sub licensable and transferable right and license to incorporate, use, publish and exploit such Feedback for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the Service, or any of our product or services, without compensation or accounting to you and without further recourse by you.

7 COMMUNICATION AT YOUR OWN RISK

You consent to receive electronic communications using information you provided during the registration process. You agree that wemay communicate with you by means of electronic communications regarding these Terms of Use and any other matter relating to your use of the Site. Electronic communications may be provided by email, text messages or by making them
available on the Site or mobile applications, including through use of links. E-mail and other methods of transmitting information over the internet are subject to interference or scrutiny by third parties and should be independently verified. We cannot ensure security and privacy of such communications and all risk in transmitting such communications lies with you. You agree that all electronic communications from us (e.g., whether notices, agreements, disclosures or other communications sent by us) shall be considered “in writing” and shall satisfy any legal communications requirements.

8 DISCLAIMER

8.1 USE OF THE SITE AND SITE CONTENT IS ENTIRELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING IN WHOLE OR IN PART FROM YOUR USE AND/OR ACCESS TO THE SITE. WE SHALL NOT BE LIABLE TO YOU OR TO ANYONE ELSE FOR ANY LOSS, DAMAGE OR DISTRESS CAUSED IN WHOLE OR IN PART BY RELYING UPON, USING, OR INTERPRETING THE CONTENT OR OTHER INFORMATION OBTAINED THROUGH THE ACCESS AND/OR USE OF THIS SITE. THE SITE, ALONG WITH THE SITE CONTENT, IS PROVIDED 'AS-IS' AND ON AN 'AS AVAILABLE' BASIS WITHOUT ANY REPRESENTATION OR ENDORSEMENT OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE DISCLAIM ALL WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANT ABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, WE MAKE NO REPRESENTATION OR WARRANTY: (I) IN CONNECTION WITH THE COMPLETENESS, SECURITY, QUALITY, ACCURACY, RELIABILITY, AVAILABILITY OR TIMELINESS OF THE SITE OR ANY OF THE CONTENT MADE AVAILABLE ON OR THROUGH THE SITE; AND/OR (II)THAT THE SITE OR THE SERVER(S) IT IS HOSTED ON IS FREE FROM DEFECTS, ERRORS, VIRUSES, BUGS OR OTHER HARMFUL ELEMENTS; AND/OR (III) THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, NEEDS OR EXPECTATIONS.

8.2 ANY REFERENCE TO OR DESCRIPTION ON THE SITE OF PRODUCTS, SERVICES OR PUBLICATIONS SHALL NOT BE DEEMED AN ENDORSEMENT OF SUCH PRODUCTS, SERVICES OR PUBLICATIONS. WE DO NOT PROVIDE LEGAL, FINANCIAL OR OTHER PROFESSIONAL OR PERSONAL SERVICES. SHOULD LEGAL, FINANCIAL OR OTHER PROFESSIONAL, PERSONAL OR EXPERT ADVICE OR OTHER ASSISTANCE BE SOUGHT, THESE SERVICES SHOULD BE OBTAINED FROM A QUALIFIED PROFESSIONAL.

8.3 WE MAKES NO WARRANTIES REGARDING POSSIBLE INFRINGEMENT OF ANY NATIONAL OR FOREIGN PATENT, TRADE MARK, TRADE NAME, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS AND USERS SHALL HAVE NO CLAIM AGAINST SEARCH RECRUITMENT GROUP OR ITS AFFILIATES OR LICENSORS IN CONNECTION THEREWITH.

8.4 THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES ARE PROHIBITED BY LEGISLATION IN SOME JURISDICTIONS. SUCH LEGISLATIVE LIMITATIONS MAY APPLY TO YOU. THE DISCLAIMER (CLAUSE 8), LIMITATION OF LIABILITY (CLAUSE 9),AND INDEMNITY (CLAUSE 10) PROVISIONS IN THESE TERMS OF USE SURVIVE INDEFINITELY AFTER THE TERMINATION OF THESE TERMS OF USE.

9 LIMITATION OF LIABILITY

9.1 THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL SEARCH RECRUITMENT GROUP (INCLUDING FOR CLARITY, ITS AFFILIATES) OR ITS LICENSORS, SUB-CONTRACTORSOR CONSULTANTS (COLLECTIVELY, “REPRESENTATIVES”), BE LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, COVER, RELIANCE OR PUNITIVE DAMAGES, LOSS OR CORRUPTION OF DATA, COST OF DATA RECONSTRUCTION, LOSS OF PRODUCTION, LOSS OF BUSINESS OR REVENUE OR PROFIT, BUSINESS INTERRUPTION, BREACH OF DATA OR SYSTEM SECURITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES RESULTING FROM DELAY OR
INTERRUPTION OF SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, THIRD PARTY PRODUCTS, SERVICES OR MATERIALS USED OR PROVIDED FOR USE IN CONNECTION WITH THE SERVICES, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SERVICES, OR OTHER SIMILAR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (WHETHER OR NOT THERE IS NEGLIGENCE BY SEARCH RECRUITMENT GROUP OR ITS REPRESENTATIVES), STRICT LIABILITY AND OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF, OR IS AWARE OF, THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE SHALL NOT BE LIABLE FOR ANY DAMAGES OCCASIONED BY THE ACTS OR OMISSIONS, WHETHER INTENTIONAL OR NOT, OF YOU, YOUR USERS OR OTHERS WHO INPUT OR GENERATE ANY PART OF THE CONTENT INCLUDED IN THE SERVICES. YOU ARE RESPONSIBLE FOR THE RESULTS OF USING THE SERVICES IN YOUR BUSINESS OPERATIONS AND FOR REVIEWING FOR ACCURACY THE INVENTORY VALUES GENERATED BY THE
SERVICES BEFORE USING THEM TO PLACE ORDERS.

9.2 YOU AGREE THAT SEARCH RECRUITMENT GROUP WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION AND/OR TERMINATION OF THE SITE OR SERVICE (OR ANY PART THEREOF). WITHOUT PREJUDICE TO THE PRECEDING RESTRICTION, AND TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL SEARCH RECRUITMENT GROUP OR ANY OF ITS REPRESENTATIVES' TOTAL AGGREGATE LIABILITY TO YOU OR TO ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES,OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONG DOING BY SEARCH RECRUITMENT GROUP OR ANY PERSON FOR WHOM WE ARE RESPONSIBLE, EXCEED $50.00 USD. RECOVERY OF DAMAGES UP TO SUCH AMOUNT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

10 INDEMNITY

YOU AGREE TO, AND DO HEREBY, INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF SEARCH RECRUITMENT GROUP AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS (COLLECTIVELY "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL LOSSS, DAMAGES, LIABILITIES, CLAIM, DEMANDS, ACTION, PENALTY, FINE, EXPENSES OR COSTS INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES INCURRED BY THE INDEMNIFIED PARTIES, ARISING OUT OF, RELATED TO OR CONNECTED WITH YOUR USE OF THE SITE, BEING A REGISTERED USER, SOMEONE POSING AS YOU, OR YOUR BREACH OF THESE TERMS OF USE. YOU HEREBY UNDERTAKE AND AGREE TO PROMPTLY ASSIST AND COOPERATE, AT YOUR EXPENSE, AS FULLY AS REASONABLY REQUIRED BY ANY OF THE INDEMNIFIED PARTIES IN THE DEFENSE OR SETTLEMENT OFANY CLAIM TO WHICH THIS INDEMNIFICATION OBLIGATION APPLIES. YOU FURTHER AGREE TO, AND HEREBY DO, INDEMNIFY THE INDEMNIFIED PARTIES FROM ALL SUITS, DAMAGES, COSTS AND LIABILITIES WHATSOEVER ARISING FROM ANY OF YOUR CONTENT AND FROM ANY TRANSACTIONS IN WHICH YOU ENGAGE THAT ARE NOT WITH SEARCH RECRUITMENT GROUP.

11 LINKS TO THIRD PARTY WEBSITES

The Site may contain links to third party websites, but this does not mean that we sponsor, endorse or authorize those websites, nor does it mean that we are affiliated with the third party website's owners or sponsors. We are not responsible for the content or availability of any website or service that is not owned or directly controlled by SEARCH RECRUITMENT GROUP. We do not endorse and we are not responsible in any way for anycontent, advertising, products, services or other materials made available on or through third party websites. Your access and use of third party websites are subject to the terms and conditions of use and other policies contained within each of those websites. Links to other sites are provided for your convenience only, and you access them at your own risk. We may terminate a linkto a third party website at anytime without notice and without liability to you.

12 CONSEQUENCES OF BREACHING THESE TERMS OF USE

Any failure to comply with any of these Terms of Use or any misrepresentation of any information furnished to Search Recruitment Group or its affiliates by you or anyone acting on your behalf may result in the immediate suspension or termination of your access to the Site or your user account without notice or liability to you. This is without prejudice to any other rightsor remedies we have under these Terms of Use or under applicable law.

13 Anti-Corruption. Each party is committed to maintaining high ethical standards in all of its business operations and business practices and will perform its obligations here under in accordance with its own internal code of conduct. Each party represents and warrants that: (i) it is familiar with andunderstands the terms of the U.S. Foreign Corrupt Practices Act of 1977, as
amended (“U.S. FCPA”), and that it shall comply to the extent applicable to the Parties’ business relationship hereunder with the U.S. FCPA and all other applicable anti-bribery or corruption laws or regulations of any other country or jurisdiction that are applicable to the Parties’ business activities hereunder; and (ii) it has not and shall not offer, pay, give, or promise to pay or give, directly or indirectly (including through a third party or intermediary) any payment or gift of any money or thing of value to any government official, government employee (or employee of any company owned in part by a government), political party, political party official, or candidate for any government or political office (each, a “Government Official”) to influence any acts or decisions of such Government Official or to induce such official to use his or her influence with the local government to effect or influence the decision of such government in order to assist either party in its performance of their obligations under this Agreement or to benefit the other party. Failure by either party to comply with this Clause 14 will be deemed a breach of a material provision of this Agreement and the non-breaching party will have the right to terminate this Agreement and its performance without any liability to the other party upon thirty (30) days prior written notice to such party.

14 FORCE MAJEURE

Search Recruitment Group shall not be responsible for delays and failures in performance under these Terms of Use resulting from events or circumstances beyond its reasonable control including but not limited to, strikes, labour difficulties, epidemics, pandemics, quarantines, internet or power failures and disruptions involving hardware, software or power systems not within our possession, riot, fire, death or curtailment of its usual source of supply, or governmental decrees and orders.

15 GOVERNING LAW

Access to or use of this Site shall not be construed as the purposeful availment by Search Recruitment Group or any of its Partners of the privilege or benefits of doing business in any state or legal jurisdiction other than the State of New York. These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of these Terms of Use shall be subject to the exclusive jurisdiction in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York, Borough of Manhattan in the County of New York, and each Party irrevocably submits to the exclusive personal jurisdiction of and exclusive venue in such courts in any such suit, action, or proceeding. Nothing in this clause limits or excludes any mandatory consumer protections applicable in the country of your residence. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUTOF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16 GENERAL PROVISIONS

16.1 These Terms of Use operate to the fullest extent permissible by applicable law. If any provision (or part thereof) of the Terms of Use is unlawful, void or unenforceable, that provision (or part thereof) is deemed severable from the Terms of Use anddoes not affect the validity and enforceability of any remaining provisions (or part thereof).

16.2 Nothing in the Terms of Use shall be construed to create a partnership, joint venture, or agency relationship between you and us and neither party shall have the right or authority to incur
any liability debt or cost or enter into anycontracts or other arrangements in the name of or on behalf of the other. These Terms of Use do not create any rights in any third parties.

16.3 You may not assign or otherwise transfer any of your rights or obligations under these Terms of Use without our prior writtenconsent, and any attempted assignment or transfer without such consent will be void. We may assign, sub-contract ornovate any of its rights and/or obligations under these Terms of Use and you agree to promptly execute any and all documents necessary or desirable for that purpose.

16.4 If we fail to insist that you perform any of your obligations under the Terms of Use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a breach or violation by youof any of these provisions, we will only do so in writing, and such waiver will not mean that we will automatically waive any later breach by you of the same or any other provision of these Terms of Use.

16.5 These Terms of Use and any documents incorporated by reference (including the Privacy Policy and Cookie Policy), along with any exhibitsor attachments to any of the foregoing, constitute the entire agreement between you and Search Recruitment Group with respect to your access and use of the Site and supersede allprior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

16.6 Any provisions of these Terms of Use that by their inherent nature or express terms survive termination or expiration shall so survive termination or expiration of these TOU.

16.7 All questions, feedback, comments, and other communications relating to the Site should be directed to: Search Recruitment Group LLC dba Henderson Scott by post to 575 Lexington Avenue, Floor 14, New York, NY 10022, by email to hello@hendersonscott.com or by telephone on +1 (917) 692-9091.