Main Subscription Agreement

 

These terms and conditions (these “Terms”), along with any applicable Order(s) and applicable Product-Specific Terms, collectively form the Main Subscription Agreement (the “Agreement” or “MSA”) between the JobSync entity set forth on the Order Form (“JobSync”) and the legal entity signing the Order Form referencing these Terms (“Client”) (each a “Party” and collectively the “Parties”). The Parties agree as follows:

 

1. Definitions

1.1 “Affiliate” means, with respect to any Party, any entity directly or indirectly controlling, controlled by, or under common control with such Party.

1.2 “Applicable Laws” means all federal, state, local, and foreign laws (including privacy and data protection laws), statutes, ordinances, codes, rules, regulations, judgments, or orders of any governmental authority applicable to this Agreement or the provision and use of the Services.

1.3 “Authorized User” means an individual authorized by Client to access the Services on behalf of Client for Client’s internal business purposes. Unless otherwise approved by JobSync in writing, Client will ensure that each Authorized User is a natural person and not a legal entity, bot, automated script, or Robotic Process Automation (RPA) tool.

1.4 “Client Data” means all electronic data and information, including Client Public Content, data retrieved from the Client via the Services, and data submitted to Client by End Users, that JobSync collects, processes, or stores on behalf of Client through the provision of Services pursuant to this Agreement.

1.5 “Client Public Content” means all information, materials, data, and media provided by the Client for public or candidate-facing distribution. This includes, but is not limited to: job descriptions and application questionnaires; promotional visual and audio content; hiring compliance documentation (e.g., EEO data); brand identity elements (logos, slogans); marketing and social media campaigns; and employee endorsements.

1.6 “Confidential Information” has the meaning set forth in Section 7.1 of these Terms.

1.7 “Documentation” means the official technical literature, specifications, user manuals, and help center materials for the Services made available by JobSync to Client online or within the JobSync Platform, as updated from time to time. JobSync agrees that updates to the Documentation will not materially degrade the core functionality or security of the Services during an active Subscription Term.

1.8 “End User” means (a) an individual who views Client’s job posting(s) on a Publisher Site, initiates or submits an application, receives communications from or otherwise provides data in response to a job posting processed through the JobSync Platform; and (b) an individual whose information is collected and stored in a system controlled by Client and processed through the JobSync Platform.

1.9 “Intellectual Property Rights” means all intellectual property rights anywhere in the world, including: patents and utility models; copyrights and works of authorship; trade secrets and know-how; trademarks, service marks, and trade names; and any other similar, corresponding, or equivalent rights to any technology, software, or services.

1.10 “Integration” means the technical connection and interoperability established between the JobSync Platform and any Client-owned or third-party system (including Applicant Tracking Systems and Publisher Sites). Integrations are facilitated through application programming interfaces (APIs), webhooks, Robotic Process Automation (RPA), secure file transfers (including XML, CSV, or JSON), or other automated, computer-to-computer protocols configured to transmit, route, or synchronize data.

1.11 “Job Count” means the maximum concurrent number of active job postings or requisitions (the “high-water mark”) processed, distributed, or managed via the Services at any single point in time during the applicable Subscription Term. For clarity, this aggregate peak volume includes jobs sourced directly from the Client’s Applicant Tracking System (ATS), jobs imported from the Client’s publicly available career site(s), and any additional or multi-location job records generated, split, or augmented by the JobSync Platform on the Client’s behalf.

1.12 “JobSync Platform” means the proprietary cloud-based software, applications, APIs, user interfaces, algorithms, machine learning models, and underlying technology infrastructure developed, operated, and maintained by JobSync to deliver the Subscription Services, including all updates, upgrades, modifications, and enhancements thereto.

1.13 “Managed Services” means the ongoing, human-delivered professional services provided by JobSync personnel on behalf of Client, such as campaign management, workflow administration, or strategic consulting, as explicitly specified in an applicable Order Form.

1.14 “Non-Recurring Services” means certain engineering services, which are not part of the Subscription Services, but may be necessary to perform in order for the Services to function to the specification in the Order. Such Non-Recurring Services can include implementation or installation services, customization or configuration services or other services as directed by Client, that will be performed by JobSync under this Agreement, as specified in an Order.

1.15 “Order Form” (or “Order”) means each written order form, statement of work, or online purchasing document entered into by the Parties pursuant to this Agreement for the purchase of Services.

1.16 “Publisher Site” means a third-party job site (e.g., Indeed, ZipRecruiter) or any other digital channel, online platform, search engine, or electronic medium where Client’s job openings are posted or displayed for viewing by job seekers.

1.17 “Services” means any Subscription Services, Non-Recurring Services, and/or Managed Services provided by JobSync to Client under this Agreement, as particularly specified in an Order Form.

1.18 “Subscription Services” means the cloud-based platform services made available by JobSync to Client on a recurring basis, as specified in an Order Form.

1.19 “Subscription Term” means the effective period of time specified in an Order Form during which Client is authorized to use the applicable Subscription Services.

2. Services and Acceptable Use

2.1 Provision of Services. Throughout the applicable Subscription Term, JobSync will provide the Subscription Services, Managed Services, Non-Recurring Engineering Services and Professional Services to Client as detailed in an applicable Order Form. This includes initial setup and reasonable ongoing maintenance. JobSync will deliver the Services in a professional manner, adhering to industry standards and Applicable Laws.

2.2 Access and License. JobSync grants Client a limited, non-exclusive, non-assignable (except as expressly permitted in these Terms) license to access and use the Services during the Subscription Term specified in the applicable Order Form. This license is granted solely for Client’s internal business operations and includes access for Client’s Authorized Users subject to these Terms.

2.3 Updates and Security. Because our Services are cloud-based, JobSync may periodically update the Services to improve functionality, reflect changes in law, or address security needs. Client agrees to reasonably cooperate with these security measures, including installing necessary patches and providing required access to integrated Third-Party Services. In the event of a security incident or a material risk to the platform, JobSync reserves the right to temporarily suspend access to the Services to protect the platform and Client Data without prior notification to Client. JobSync will notify Client of any such suspension as soon as reasonably possible.

2.4 Acceptable Use. Client is responsible for maintaining the security of all account credentials and for the conduct of its Authorized Users. Passwords may not be shared among multiple individuals. Client will not, and will not permit any Authorized User or third party to:

2.4.1 Use the Services for illegal purposes, including harassment, defamation, spam, or intellectual property infringement;

2.4.2 Send unauthorized communications (including bulk email, SMS, or in-app messaging), solicitations, pornographic content, or engage in unauthorized communication with a minor;

2.4.3 Perform unauthorized benchmarking or unauthorized vulnerability testing on the JobSync platform;

2.4.4 Conduct cryptocurrency mining; or

2.4.5 Transmit malicious content, including computer viruses, Trojan horses, malicious payloads or other harmful code.

2.4.6 API Abuse or any attempt to manipulate any third-party or JobSync API limits or use of the services to spam those endpoints

2.4.7 Unauthorized scraping of the Services with the intention of extracting Client Data through an unauthorized method.

2.4.8 Reverse engineering or any attempt to reverse engineer or derive source code, algorithms or integration logic.

JobSync reserves the right to take immediate remedial action, including the temporary suspension of Client’s or any Authorized User’s access to the Services, for any suspected or actual violation of this Acceptable Use section.

2.5 Third-Party Services. The JobSync Services frequently integrate with or rely upon third-party platforms, APIs, XML file transfers and systems (such as Client’s internal Applicant Tracking Systems or third-party job boards) (“Third-Party Services”). Client acknowledges and accepts the risk of transaction failures, delays, or data issues resulting from these Third-Party Services, including issues arising from Client’s configuration, direct data entry or maintenance of those systems. JobSync is not liable for any issues, outages, or losses arising from Third-Party Services.

2.6 Service Level Agreement. JobSync’s commitment to platform uptime and availability is governed by our Service Level Agreement (the “SLA”), which is incorporated into these Terms and available at JobSync.com/legal/sla

2.7 Customized and Non-Recurring Services. From time to time, Client may request that JobSync perform customized, one-time projects (e.g., career site modifications, API integrations, implementation, reinstallation, or software creation or customization). These “Non-Recurring Services” will be defined in a separate Order Form that sets forth the specific scope of work and applicable fees.

2.8 Managed Services. JobSync may provide Managed Services to Client as mutually agreed upon in an applicable Order Form. Managed Services are separate and distinct from the core cloud-based Subscription Services. Because Managed Services rely on human delivery and third-party platform variables, they are not subject to the software-specific Service Level Agreement (SLA) or platform availability warranties. The specific scope, duties, and fees for any Managed Services will be detailed in the applicable Order Form and governed by the Product-Specific Terms.

3. Client Responsibilities and Obligations

3.1 Data, Consents, and Compliance. Client bears sole responsibility for:

3.1.1 The accuracy, quality, and legality of all Client Data;

3.1.2 Any Third-Party Services or non-JobSync content that Client installs, uses, or enables in connection with the Services;

3.1.3 Obtaining and verifying that it has all necessary authorizations, consents, and rights required to use the Services and to provide Client Data to JobSync; and

3.1.1.4 Ensuring that its Affiliates and Authorized Users strictly comply with these Terms and including Section 2.4 the Acceptable Use. Any breach of these Terms by Client’s Affiliates or Authorized Users will be deemed a breach by Client.

3.2 Account Security. Client will use reasonable commercial efforts to prevent unauthorized access to, or use of, the Services. Client must notify JobSync promptly upon becoming aware of any actual or suspected unauthorized access, use, or security breach.

3.3 Operational Integrity. In addition to the restrictions in the AUP, Client will not:

3.3.1 Use the Services in a manner that is inconsistent with JobSync’s official Documentation;

3.3.2 Knowingly interfere with or disrupt the performance, security, or integrity of the Services or the data contained therein; or

3.3.3 Attempt to gain access to the Services, or JobSync’s related systems or networks, in a manner not expressly permitted by the Documentation.

3.4 Suspension of Service. During an active Subscription Term, JobSync reserves the right to suspend Client’s access to the applicable Services if JobSync reasonably determines such action is necessary to preserve the overall integrity or security of the platform, or if JobSync in good faith reasonably determines that Client has violated the AUP. Whenever circumstances reasonably permit, JobSync will use commercially reasonable efforts to provide Client with advance notice and an opportunity to remedy the violation or threat prior to enacting the suspension. JobSync will use commercially reasonable efforts to minimize the length and scope of any suspension in light of the specific circumstances.

3.5 Compliance with Applicable Laws. Throughout the Subscription Term, each Party shall comply with all Applicable Laws governing this Agreement and the provision and use of the Services, including all laws regulating the collection, processing, storage, and use of data. To the extent applicable, Client is solely responsible for obtaining all necessary consents from End Users required under Applicable Laws to allow JobSync to collect, store, process, and use End User data in accordance with these Terms.

3.5.1 Employment Law and FCRA Compliance. Client acknowledges and agrees that JobSync provides a software platform to facilitate talent acquisition and does not provide legal, human resources, or compliance advice. Client is solely responsible for ensuring that its use of the Services, including the content of its job postings, application questionnaires, and candidate screening processes, complies with all applicable local, national, and international employment, labor, and anti-discrimination laws. This includes, without limitation and strictly to the extent applicable to Client’s jurisdiction or operations, the Americans with Disabilities Act (ADA), Title VII of the Civil Rights Act, Equal Employment Opportunity Commission (EEOC) regulations, and any equivalent international labor laws. Furthermore, JobSync is not a “Consumer Reporting Agency” as defined by the US Fair Credit Reporting Act (FCRA) or equivalent global legislation. If Client uses the Services to collect, process, or route data for the purpose of conducting background checks or making employment decisions, Client assumes full and sole responsibility for complying with the FCRA and any similar international, state, or local laws, including obtaining all necessary candidate consents and providing all required adverse action notices. JobSync expressly disclaims any liability arising from Client’s hiring decisions or employment practices.

3.6 Third-Party Terms and Conditions. As a strict condition of using the Services, Client warrants that it either (a) has valid, active agreements in place with all Third-Party Services and Publisher Sites it integrates with or uses via the JobSync platform, or (b) will strictly comply with the respective, publicly available terms and conditions of those Third-Party Services and Publisher Sites.

4. Fees and Payment

Fees and Payment Terms. Client will pay all fees specified in the applicable Order. Unless otherwise expressly provided in an Order, all amounts are denominated and payable in United States Dollars (USD) via ACH or wire transfer. Client must provide JobSync with complete and accurate billing contact information, including a valid email address, and must keep this information up to date. Except as otherwise explicitly provided in this MSA, all Orders are non-cancellable and all fees paid are non-refundable.

4.1 Invoicing and Disputes. JobSync will electronically invoice Client for the Services. Unless otherwise specified in the Order, all fees are due and payable within thirty (30) days of the invoice date. If Client reasonably and in good faith disputes an invoice, Client must submit the dispute in writing to JobSync within ten (10) business days of invoice receipt, detailing the basis of the dispute. Failure to dispute an invoice within this timeframe constitutes acceptance. Undisputed portions of any invoice must be paid when due. Client may not withhold, reduce, or set-off fees owed under this Agreement against any other amounts. The Parties will endeavor in good faith to resolve any valid dispute within thirty (30) days.

4.2 Late Payments and Suspension. Any undisputed payment not received by the due date will accrue late charges at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Client is responsible for all reasonable costs incurred by JobSync in collection efforts, including attorneys’ fees. Furthermore, if Client’s account is more than thirty (30) days past due, JobSync reserves the right to suspend Client’s access to the Services, without liability, until such amounts are paid in full.

4.3 Fee Adjustments and Renewals. Service fees will remain fixed during the current Subscription Term unless Client exceeds its usage limits (as defined below) or upgrades its Services. JobSync reserves the right to increase fees for any renewal term. JobSync will provide Client with written notice of any fee increase at least thirty (30) days prior to the end of the current Subscription Term, and the increased fees will apply at the start of the renewal term.

4.4 Scope of Use and Overages. Client must adhere to the usage limitations set forth in the applicable Order, which may include, but is not limited to, limits on Authorized Users, Job Counts, and Integrations. If Client exceeds its permitted usage limits, JobSync reserves the right to either restrict access until compliance is restored or invoice Client for the overages at JobSync’s then-current rates.

4.5 Taxes. Fees invoiced pursuant to this MSA do not include any local, state, federal, or foreign taxes, levies, duties, or similar governmental assessments, including value-added, use, or excise taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases, excluding taxes based on JobSync’s net income. If JobSync has a legal obligation to pay or collect Taxes for which Client is responsible, JobSync will invoice Client for that amount unless Client provides JobSync with a valid tax exemption certificate authorized by the appropriate taxing authority prior to invoicing.

5. Term and Termination

5.1 Agreement Term. The term of this Agreement commences on the Effective Date and continues until all applicable Orders have expired or have been terminated (the “Term”).

5.2 Subscription Terms and Auto-Renewal. Subscriptions to the Services commence on the start date specified in the applicable Order and continue for the Subscription Term. Unless otherwise expressly provided in the applicable Order, each Subscription will automatically renew for a subsequent term of equal length to the initial term. Either Party may elect not to renew a subscription by providing the other Party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current subscription term.

5.3 No Termination for Convenience. Neither Party may terminate this Agreement or any active Order for convenience during an active Subscription Term.

5.4 Termination for Cause. Either Party may terminate this Agreement and any active Orders immediately upon written notice to the other Party if:

5.4.1 The other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice detailing the breach;

5.4.2 The other Party materially breaches its obligations regarding the protection, unauthorized use, or disclosure of Confidential Information as strictly set forth in Section 7 (Confidentiality); or

5.4.3 To the extent permitted by law, the other Party ceases to do business, makes an assignment for the benefit of creditors, or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation.

5.5 Effect of Termination and Refunds. Upon any termination or expiration of this Agreement, Client must immediately cease accessing and using the Services, and JobSync will cease providing the Services.

5.5.1 Termination by Client: If Client terminates this Agreement for uncured material breach by JobSync, JobSync will refund Client a pro-rata amount of any prepaid fees applicable to the unused, remaining portion of the Subscription Term.

5.5.2 Termination by JobSync: If JobSync terminates this Agreement for uncured material breach by Client, Client will not be entitled to any refunds, and all unpaid fees for the remainder of the Subscription Term will become immediately due and payable.

5.6 Retrieval and Deletion of Client Data. Upon Client’s written request made on or prior to the expiration or termination of this Agreement, JobSync will provide Client with limited access to the Services for a period of up to thirty (30) days (the “Retrieval Period”) at no additional cost, solely for the purpose of exporting or retrieving Client Data. After the Retrieval Period, or immediately upon termination if no request is made, JobSync will have no obligation to maintain or provide any Client Data and will, in accordance with its data retention policies, systematically delete or overwrite all Client Data from its production systems, except where required to be retained by Applicable Laws or within automated archival backups (which will be protected until permanently deleted).

6. Intellectual Property and Proprietary Rights

6.1 JobSync Intellectual Property. As between the Parties, JobSync and its licensors retain and own all right, title, and interest in and to the Services, the Documentation, JobSync’s Confidential Information (as defined below), and all related software and technology, including all enhancements, updates, and derivative works thereof, and all Intellectual Property Rights therein.

6.2 Client Intellectual Property and Data License. As between the Parties, Client retains all right, title, and interest in and to the Client Data and Client’s Confidential Information. Client hereby grants JobSync and its Affiliates a worldwide, limited-term, sublicensable license to host, copy, process, transmit, and display Client Data solely as necessary for JobSync to provide the Services in accordance with this Agreement. Client is solely responsible for ensuring it has all necessary rights and permissions required by Applicable Laws to submit Client Data to the Services.

6.3 Aggregate Data. Notwithstanding anything to the contrary in Section 6.2, JobSync may create, generate, and use anonymized and aggregated data derived from Client Data (“Aggregate Data”). JobSync owns all rights, title, and interest in Aggregate Data and may use it perpetually for any lawful purpose, including to improve the Services, for benchmarking, and for marketing, provided that such Aggregate Data does not identify Client or any individual End User.

6.4 Feedback and Suggestions. If Client or its Authorized Users provide JobSync with any feedback, suggestions, or ideas for improvements to the Services (“Customer Input”), such Customer Input is provided “as-is.” Client hereby grants JobSync a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to use, transfer, sublicense, reproduce, display, and create derivative works of such Customer Input without any obligation or compensation to Client.

6.5 IP Restrictions. Client will not, and will not permit any third party to: (a) modify, copy, or create derivative works based on the Services or Documentation; (b) license, sublicense, sell, resell, rent, lease, transfer, or distribute the Services; (c) reverse engineer, decompile, or disassemble any portion of the Services or related technology (except to the extent expressly permitted by Applicable Law); (d) access the Services or Documentation in order to build a competitive product or service; or (e) copy any features, functions, integrations, interfaces, or graphics of the Services.

6.6 New IP Rights and Reservation of Rights. To the extent a Party develops new Intellectual Property Rights during the course of this Agreement, (a) Client will be the sole owner of those rights relating exclusively to Client’s technology, and (b) JobSync will be the sole owner of those rights relating exclusively to JobSync’s technology and Services. Each Party will reasonably cooperate to assign and perfect such ownership. Neither Party grants the other Party any license or right that is not expressly granted in this Agreement, whether by implication, estoppel, or otherwise, and each Party hereby reserves all such rights.

7. Confidentiality

7.1 Definition of Confidential Information. “Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”) in connection with this Agreement, whether disclosed orally or in written, electronic, or other tangible form, that is designated as “Confidential” or “Proprietary,” or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.1.1 JobSync Confidential Information specifically includes the JobSync Platform, including the UI and user experience, APIs, underlying algorithms, integration logic, documentation, product roadmaps, and security reports.

7.1.2 Client Confidential Information specifically includes Client Data, internal HR processes, and internal hiring metrics.

7.1.3 Mutual Confidential Information includes the specific business terms, pricing, and discounts set forth in any Order Form or Statement of Work (but, for the avoidance of doubt, does not include the standard terms of this web-hosted Master Subscription Agreement).

7.2 Exclusions. Confidential Information does not include any information that:

7.2.1 is or becomes generally known to the public without breach of any obligation owed to the Discloser;

7.2.2 was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser;

7.2.3 is received from a third party without breach of any obligation owed to the Discloser; or

7.2.4 was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

7.3 Protection and Obligations. The Recipient will:

7.3.1 use at least the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care);

7.3.2 not use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement; and

7.3.3 except as otherwise authorized by the Discloser in writing, limit access to Confidential Information of the Discloser to those of its and its Affiliates’ employees, contractors, and legal or financial advisors (collectively, “Representatives”) who need that access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those contained herein. The Recipient remains fully liable for any breach of this Section 7 by its Representatives.

7.4 Compelled Disclosure. Nothing contained in this Section 7 shall prohibit the Recipient from disclosing Confidential Information of the Discloser to the extent such disclosure is compelled by Applicable Law or by a governmental authority, provided that the Recipient gives the Discloser prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure. If the Recipient is compelled by law to disclose the Discloser’s Confidential Information, it will disclose only the minimum amount necessary to comply with the legal mandate.

7.5 Return and Deletion. Upon termination or expiration of this Agreement, or upon the Discloser’s written request at any time, the Recipient will promptly delete or return all Confidential Information (in its current form) received from the Discloser, together with all copies thereof. Notwithstanding the foregoing, the Recipient may retain a copy of such information strictly as required under Applicable Law or in accordance with the Recipient’s automated, immutable data backup and archiving policies, provided that any such retained information remains subject to the confidentiality obligations of this Agreement until permanently destroyed.

7.6 Equitable Relief. The Parties acknowledge that any actual or threatened breach of this Section 7 may cause irreparable harm to the Discloser for which monetary damages would be inadequate. Therefore, the Discloser shall be entitled to seek injunctive or other equitable relief to prevent or stop a breach of this Section 7, in addition to any other legal remedies available.

8. Warranties and Disclaimers

8.1 Mutual Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has the full legal authority to enter into this Agreement; and (c) its execution and performance of this Agreement will not conflict with any agreement to which it is a party or by which it is bound.

8.2 JobSync Warranties. JobSync warrants that during the applicable Subscription Term:

8.2.1 The Services will perform materially in accordance with the applicable Documentation;

8.2.2 JobSync will not materially decrease the overall functionality of the core Services; provided, however, that any loss, removal, or degradation of functionality resulting from changes to, limitations of, or the unavailability of third-party platforms, APIs, or systems (including Client’s Applicant Tracking System and third-party Publisher Sites) shall not constitute a breach of this warranty; and

8.2.3 JobSync will use commercially reasonable efforts, using then-current versions of commercially available anti-virus software, to ensure that the Services do not contain and will not introduce any computer virus, Trojan horse, worm, time bomb, or other similar malicious code (collectively, “Malicious Code”) into Client’s systems.

8.3 Exclusive Remedies. If a specific Subscription Service fails to conform to the warranties in Section 8.2, Client must notify JobSync in writing within thirty (30) days of discovering the non-conformance. JobSync will use commercially reasonable efforts to correct the deviation. If JobSync is unable to correct the non-conformance within thirty (30) days of receiving such notice, Client may terminate the specific non-conforming Subscription Service (but not the entire Order Form or Agreement, unless all Services are non-conforming), and JobSync will refund Client a pro-rata amount of any prepaid fees applicable to the unused portion of the Subscription Term strictly for that terminated Service. The warranties and remedies in this Section 8 will not apply to any non-conformance caused by: (i) Client’s improper use of the Services or use in violation of the Documentation; (ii) Client Data; or (iii) changes to, limitations of, or the unavailability of third-party platforms, APIs, or systems (including Client’s ATS and Publisher Sites). This Section 8.3 sets forth Client’s exclusive remedy and JobSync’s sole liability for breach of the warranties in Section 8.2.

8.4 DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. JOBSYNC MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. JOBSYNC DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. CLIENT AGREES THAT IT IS NOT RELYING ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR PRODUCT ROADMAPS IN ENTERING INTO THIS AGREEMENT.

9. Indemnification

9.1 Indemnification by JobSync. JobSync will defend Client, its Affiliates, and their respective officers and employees (the “Client Indemnitees”) against any third-party claim, suit, or proceeding (“Claim”), and will indemnify and hold harmless the Client Indemnitees from any losses, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) (“Losses”) finally awarded or agreed to in settlement, to the extent arising from:

9.1.1 An allegation that the Services, when used as authorized under this Agreement, infringe or misappropriate a third party’s Intellectual Property Rights;

9.1.2 JobSync’s gross negligence, willful misconduct, or fraud;

9.1.3 JobSync’s breach of any applicable Data Protection Laws;

9.1.4 JobSync’s material breach of its confidentiality obligations under Section 7; or

9.1.5 Any Claim brought by JobSync’s personnel, employees, or contractors against a Client Indemnitee (except to the extent caused by Client’s gross negligence or willful misconduct).

9.2 Indemnification by Client. Client will defend JobSync, its Affiliates, and their respective officers and employees (the “JobSync Indemnitees”) against any third-party Claim, and will indemnify and hold harmless the JobSync Indemnitees from any Losses finally awarded or agreed to in settlement, to the extent arising from:

9.2.1 An allegation that Client Data, or its use by JobSync pursuant to this Agreement, infringes or misappropriates a third party’s Intellectual Property Rights;

9.2.2 Client’s gross negligence, willful misconduct, or fraud;

9.2.3 Client’s breach of any applicable Data Protection Laws;

9.2.4 Client’s material breach of its confidentiality obligations under Section 7;

9.2.5 Client’s material breach of the Acceptable Use restrictions set forth in Section 2;

9.2.6 Any Claim brought by Client’s personnel, employees, or candidates against a JobSync Indemnitee (except to the extent caused by JobSync’s gross negligence or willful misconduct); or

9.2.7 Client’s hiring decisions, employment practices, or violation of any employment, labor, anti-discrimination, or consumer reporting laws (including, without limitation, the ADA, Title VII, EEOC regulations, and the FCRA).

9.3 Infringement Remedies. If Client’s use of the Services is enjoined due to an infringement Claim, or if JobSync reasonably believes it may be enjoined, JobSync may, at its sole option and expense: (a) procure the right for Client to continue using the Services; (b) modify the Services to be non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing alternative. If JobSync determines that none of these options are commercially reasonable, JobSync may terminate the applicable Order and issue Client a pro-rata refund of any prepaid fees for the unused portion of the Subscription Term. This Section 9 sets forth the indemnifying Party’s sole liability and the indemnified Party’s exclusive remedy for any third-party infringement Claims.

9.4 Indemnification Procedures. The obligations in this Section 9 are conditioned upon the indemnified Party:

9.4.1 Promptly notifying the indemnifying Party in writing of the Claim (provided that delayed notice will only relieve the indemnifying Party to the extent it is actually prejudiced by the delay);

9.4.2 Granting the indemnifying Party sole control of the defense and settlement of the Claim (provided the indemnifying Party may not settle any Claim without the indemnified Party’s prior written consent unless the settlement unconditionally releases the indemnified Party from all liability); and

9.4.3 Providing reasonable assistance to the indemnifying Party, at the indemnifying Party’s expense.

10. Limitation of Liability

10.1 Waiver of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, BUSINESS INTERRUPTION, LOST PROFITS, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, OR OTHERWISE).

10.2 Standard Liability Cap. EXCEPT AS SET FORTH IN SECTIONS 10.3 AND 10.4 BELOW, IN NO EVENT SHALL EITHER PARTY’S (AND ITS AFFILIATES’) TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE ORDER(S) GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “STANDARD CAP”).

10.3 Super Cap. NOTWITHSTANDING SECTION 10.2, EACH PARTY’S TOTAL AGGREGATE LIABILITY SHALL BE INCREASED TO THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE ORDER(S) DURING THE TWENTY-FOUR (24) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “SUPER CAP”) FOR CLAIMS ARISING OUT OF:

10.3.1 A Party’s breach of its confidentiality obligations under Section 7;

10.3.2 A Party’s breach of applicable data protection laws;

10.3.3 A Party’s indemnification obligations under Section 9; or

10.3.4 Client’s failure to comply with Publisher Site Terms and Conditions under Section 3.6.

10.4 Exclusions from Liability Caps. THE LIMITATIONS OF LIABILITY IN SECTIONS 10.2 AND 10.3 SHALL NOT APPLY TO: (a) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (b) CLIENT’S OBLIGATION TO PAY FEES AND EXPENSES WHEN DUE.

10.5 General Limitations. The limitations set forth in this Section 10 are cumulative; all payments for losses will be aggregated to determine satisfaction of the applicable liability cap, and the existence of more than one claim will not enlarge the limit. Each Party acknowledges that these limitations will apply notwithstanding any failure of essential purpose of any limited remedy. No Party may bring any claim, suit, or action with respect to this Agreement more than one (1) year following the date of the event giving rise to the cause of action.

11. Privacy and Security

11.1 Security Program and Audit Reports. JobSync maintains a comprehensive information security program utilizing tools, services, and practices designed to meet or exceed industry standards. To independently verify our compliance with these standards, JobSync regularly partakes in rigorous third-party security audits, including SOC 2 Type II and ISO 27001 certifications. Upon Client’s written request, JobSync will make available its then-current applicable audit reports and certifications to enable Client to verify JobSync’s compliance with its security obligations under this Agreement. All such audit reports, certifications, and related security documentation constitute JobSync’s Confidential Information and are strictly subject to the confidentiality obligations set forth in Section 7 of this Agreement.

11.2 Protection of Data. Each Party is responsible for complying with Applicable Laws, including applicable data protection and privacy requirements (such as GDPR or CCPA). JobSync will implement and maintain commercially reasonable technical, administrative, and physical safeguards designed to prevent unauthorized access, use, or disclosure of Client Data and Confidential Information.

11.3 Data Processing Agreement. The Parties agree to comply with the JobSync Data Processing Agreement, which is incorporated by reference into these Terms and is located at JobSync.com/legal/dpa (the “DPA”). Personal Data will only be processed in accordance with the DPA.

11.4 Security Breach Notification. If JobSync becomes aware of any unauthorized access, use, or disclosure of Client Data or Client’s Confidential Information under JobSync’s control (a “Security Breach”), JobSync will notify Client without undue delay, and in no event later than forty-eight (48) hours after confirming the Security Breach, unless legally prohibited from doing so. JobSync will use commercially reasonable efforts to identify the cause of the Security Breach, mitigate potential damage, and remediate the cause within its systems.

12. General Provisions

12.1 Order of Precedence and Conflict. If there is any conflict or inconsistency among the documents forming this Agreement, the following order of precedence will apply: (1) the applicable Order Form; (2) any Service-Specific Supplemental Terms; (3) the DPA; and (4) these General Terms. Notwithstanding the foregoing, any pre-printed terms on Client purchase orders, vendor onboarding portals, or similar documents are expressly rejected, null, and void, and will not apply to this Agreement or the Services.

12.2 Publicity. JobSync loves to share who uses our platform. By using the Services, Client grants JobSync the right to add Client’s name and company logo to JobSync’s customer list and website. Client may opt-out of this at any time by filling out the Publicity Opt-Out form at JobSync.com/legal/publicity-opt-out or by emailing JobSync.

12.3 Insurance. During the Term and for at least one (1) year following termination, each Party will maintain, at its own expense, insurance policies with financially sound insurers (rated A-VII or better by A.M. Best). These policies will include at least the following minimum limits: (a) Commercial General Liability ($2,000,000 per occurrence / $7,000,000 aggregate); (b) Workers’ Compensation (minimum required by law or $2,000,000); (c) Cyber and Privacy Liability ($5,000,000); and (d) Errors & Omissions ($5,000,000 per occurrence / $5,000,000 aggregate). Upon written request, each Party will provide the other with a certificate of insurance evidencing such coverage.

12.4 Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). However, either Party may assign this Agreement in its entirety (including all Orders) without consent to an Affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms. Any attempt to assign this Agreement other than as permitted above is void.

12.5 Governing Law and Venue. This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Parties irrevocably consent to the exclusive jurisdiction and venue of the State and Federal courts located in New Castle County, Delaware.

12.6 Notices. JobSync may communicate general platform announcements via email or in-app notifications. Legal notices to JobSync must be sent in writing to JobSync, LLC, 1775 Tysons Blvd, 5th Floor, Tysons, VA 22102 USA, with a copy via email to legal@jobsync.com. Legal notices to Client will be sent to the billing or administrative email address associated with Client’s account.

12.7 Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement.

12.8 Force Majeure. Neither Party will be liable for any failure or delay in performance (except for Client’s payment obligations) due to events beyond its reasonable control, including natural disasters, pandemics, acts of government, riots, war, or internet/telecommunications failures. The delayed Party will promptly notify the other and use commercially reasonable efforts to mitigate the delay.

12.9 Survival. The provisions of this Agreement that by their nature are intended to survive the expiration or termination of this Agreement shall survive, including without limitation: Section 1 (Definitions), Section 4 (Fees and Payment) with respect to any unpaid fees, Section 6 (Intellectual Property and Proprietary Rights), Section 7 (Confidentiality), Section 8.4 (Disclaimers), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 11 (Privacy and Security), and this Section 12 (General Provisions).

12.10 Entire Agreement, Amendments, and Severability. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, proposals, and representations, written or oral. JobSync may update these Terms from time to time by posting a revised version on its website or notifying Client. If any provision of this Agreement is held to be invalid or unenforceable, it will be modified to reflect the original intent to the fullest extent permitted by law, and the remaining provisions will remain in effect. No waiver of any right will be effective unless in writing and signed by the waiving Party.