WeHire’s Terms of Service

Individual Account for Freelance and Independent Recruiters

These Terms of Service govern a customer’s acquisition and use of WeHire (WeHire Cloud LLC), (together with its Affiliates as defined herein, “WeHire”) software and/or services. By mutually executing an Order Form with WeHire that references these Terms of Service or by using the WeHire website and platform, a customer agrees to these Terms of Service and the applicable Order Form (together, the “Agreement”). Customer’s represent that the individual executing the Order Form is entering into this Agreement on behalf of the entity identified on the Order Form (“Customer”) and that the individual executing the Order Form has authority to bind the Customer to this Agreement.

WeHire’s direct competitors are prohibited from accessing the software and/or services provided by WeHire, except with WeHire’s prior express written consent. In addition, the software and services may not be accessed for the exclusive purpose of monitoring performance, or functionality, or for any other benchmarking or competitive purposes.

These Terms of Service were last updated May 4, 2022. WeHire reserves the right to periodically modify these Terms of Service upon written notice to Customer, and such modification will become effective 30 calendar days after notification. Archived versions of the Terms of Service are available at wehirecloud.com

1. Access Grant.
   • Provision of Access. Subject to all the terms and conditions of this Agreement, WeHire will provide Customer with a non-exclusive, non-transferable, non-sublicensable right to access the generally available software services and support described in the applicable Order Form and other products and services WeHire may provide to the Customer in connection with the provision of software services (the “Services”) during the Service Term identified in the Order Form (“Service Term”), solely for Customer’s internal use and subject to the “Employee Limit” identified on the Order Form, meaning the total number of employees employed by Customer at the time of the Order Form Effective Date. The Services are accepted upon delivery and will work in accordance with WeHire’s published documentation located at wehirecloud.com and the product description located at wehirecloud.com (“Documentation”). Customer may use the Services for the benefit of any entity controlling, controlled by, or under common control with a party hereto, where “control” means the ownership of more than fifty percent (50%) of the voting securities in such entity (“Affiliate”) to the extent that the Affiliate employees when added to the Customer employees do not exceed the Employee Limit. This Agreement and the access provided hereunder are non-transferable, except as expressly provided herein. WeHire retains all rights not expressly granted to the Customer pursuant to this Agreement.
   • Customer Use of the Services. Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, Documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or for any purpose other than its own benefit; rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; remove any proprietary notices from the Services or Documentation; use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; or use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations. The Customer will cooperate with WeHire in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as WeHire may reasonably request. Customer will also cooperate with WeHire in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services. Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). The Customer may change the individual designated as Primary Contact at any time by providing written notice to WeHire.
   • Modification of Services. WeHire will not materially decrease the overall functionality of the Services.
   • Customization of Services. WeHire and the Customer may agree on certain customization of the Services and the available software and platform, as may be established in the corresponding Order Form.
   • Training and Implementation. WeHire shall provide to the Customer the training for the use of the platform and the Services that WeHire solely decides according to the Documentation. This training shall include training to 2 (two) employees of the Customer that the Customer decides, in the understanding that WeHire and the Customer may agree on additional training according to the specific Order Form. In any case, the training services may be provided live or through recordings and additional training documents, at WeHire’s decision. WeHire shall help the Customer on the implementation of the Services on the systems of the Customer, and WeHire shall determine the limits of this help, being the sole responsibility of the Customer to ensure an adequate implementation and seamless operation of the Services in their IT systems.
   • Technical Support. WeHire shall provide to the Customer the necessary technical support to solve any technical issues within the platform or the Services, and shall respond to the

Customer on any questions regarding the functionality of the Services, software and platform.

• Future Functionality. Customer agrees that Customer’s subscription to the Service and acceptance of this Agreement are not contingent on the delivery of any future functionality or features.

2. WeHire Responsibilities.
   • Support Service. WeHire will provide the Support Services identified in the applicable Order Form as set forth at wehirecloud.com to ensure the proper functionality of the platform.
   • Data Protection and Security.
     • WeHire will implement and maintain reasonable administrative, physical and technical safeguards that are designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any of Customer’s data, including any applicant or employee data furnished by Customer (“Customer Data”) as may be held or accessed by WeHire.
     • Access to Systems. To the extent required to enable certain WeHire functionality, Customer may in Customer’s sole discretion provide WeHire access to Customer systems, including without limitation email providers, and Linkedin accounts solely for the purpose of providing the Services. For the avoidance of doubt, access to systems by WeHire will require, in each instance, provisioning of access by Customer and only to the extent that Customer determines such access is required.

WeHire will provide the Services and process any Customer Data solely on behalf of Customer in accordance with the Agreement. WeHire will not retain, use, sell, or disclose Customer Data for any other purpose other than for the specific purpose of providing the Services under the Agreement, except as otherwise permitted by law.

• Changes in Data Protection Laws. Customer understands that it has an independent duty to comply with any and all Laws applicable to it. If any variation to the Agreement between the Parties is required to maintain compliance with changes to applicable data protection laws, the Parties will negotiate necessary variations to this Agreement in good faith to address changes.

• Monitoring of the Services by WeHire.
  • WeHire shall monitor the use of the Services, software and any other products or services provided by WeHire to the Customer, to ensure their adequate use.
  • In the case that WeHire determines at its sole discretion that the Services, software, platform or any other products are being misused, or are being used in violation to the terms of this Agreement, including the case in which it is suspected that the Customer uses the Services and the resources provided, and does not close or finish the positions of candidates in the system of WeHire, WeHire may, at its sole discretion suspend the provision of the Services, or terminate the provision of the Services and this Agreement, without any liability to WeHire. In these cases, if WeHire determines at its sole discretion that it will proceed with the deletion of all the information of the Customer being stored in the system of WeHire, WeHire shall provide a term of 30 days for the Customer to recover and download all its information in the understanding that at the end of this term, WeHire may securely delete all the information of the Customer being stored by WeHire. Notwithstanding the above, WeHire may decide to send to the Customer a warning communication before the suspension or termination of the Services, and depending on the specific case, request additional information or proof that the Services are not being misused, or providing an additional term to close the open positions that are suspected to be violating the terms of the Services.
• Statistics and Reports.
  • From the use of the Services by its Customers, and by any specific Customer, WeHire may create statistics, databases and reports, which could then be accessed by the Customer, if it meets the criteria of being an active customer closing or finishing positions within the system of WeHire.

The Customer will have access to these features only once they have reacher the Ninja and

Master levels at WeHire

The benefit of having access to these statistics, databases and reports is conditioned to the generation and payment of fees, and such access could be suspended or terminated by WeHire at any time in which the Customer does not meet this criteria or stops meeting this criteria.

3. Cumulative experience and features.
   • Levels. Customer will accumulate experience by making placements and closing projects at WeHire. By accumulating placements, the Customer will climb levels, from Lithium to Ninja and to Master as described in the chart below. WeHire will grant additional benefits for higher level Customers.

• Access to additional features. Once the Customer has reached a new level, access to additional features will unlock as described in the chart below:

4. Fees and Payment.
   • The Customer will pay WeHire the applicable fees described below in accordance with the terms of this Agreement. These fees will be charged automatically only once the Customer has successfully closed a project and has made a placement. The payment will be charged to the valid payment method the Customer entered at the creation of the first project.
   • Access to Fee Discounts. The Customer will receive fee discounts when climbing up Levels on WeHire as described in the chart below. WeHire may decide to provide discounts on its fees to the Customer, and agree on such discounts, in the understanding that it shall not be the obligation of WeHire to replicate or grant the same or similar discounts granted to any

Customer, to any other Customers that hold different accounts.

• Fees Dispute. If Customer believes that WeHire has billed or charged Customer incorrectly, Customer must contact WeHire no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment, reimbursement or credit. Inquiries should be directed to WeReply@wehirecloud.com. In the event Customer payment of undisputed Fees to WeHire remains unpaid more than thirty (30) days after an invoice becomes due, or more than ten (10) days after an invoice becomes due for two (2) consecutive payments, all remaining fees due during the Service Term shall become immediately due and payable. Except as expressly set forth in this Agreement, all Fees are non-cancellable and non-refundable.
• Modification of Fees. WeHire reserves the right to change the Fees for the Services or applicable charges and to institute new charges and fees at the end of any calendar month, upon sixty (60) days prior notice to Customer.
• Inactivity Maintenance Fee. WeHire will charge the agreed maintenance fees for inactivity in case the Customer has not closed any position or project and has not terminated or canceled our contract in a period of six (6) months. The applicable fees are USD 49 (forty nine United States Dollars) and will be charged directly on the valid payment method entered during the creation of the first project.

By paying the cancellation fee, the Customer will keep the account usable, not lose any information and data entered and will keep it for an additional period of 6 months when an additional Inactivity Maintenance Fee will be charged, following the terms described above.

In case Customer needs to cancel and sign up again in the future, the Customer will have the opportunity to do that if all fees are paid and the Customer remains compliant to this document’s Terms and Conditions.

In case the Inactivity Maintenance Fee is not paid in full or the payment method becomes invalid, the account will be closed and all data and cumulative experience will be lost thirty (30) days after this fee should have been paid.

• All Fees will be invoiced to the billing information you provided during the valid payment method registration, and in absence of a specific timing, once the project of any candidate placed by the Customer has been successfully closed or finished within the WeHire’s system. WeHire will bill the Customer through an invoice.
• Any amounts payable hereunder are exclusive of, and Customer shall be responsible for all taxes, including general sales tax, value added taxes (if applicable), duties, use taxes, withholdings and other governmental assessments, excluding taxes based on the net income of WeHire, unless Customer provides to WeHire a valid tax-exempt certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to WeHire on account thereof.

5. Intellectual Property.
   • WeHire IP. Except as expressly set forth in this Agreement, WeHire will own and retain all right, title and interest in and to (a) the Services, including all software, improvements, enhancements, modifications, or proprietary methodologies thereto, (b) any software, applications, inventions, methodologies, or other technology developed as part of any Professional Services (as set forth in an Order Form or statement of work mutually executed by both parties hereto that references this Agreement) or support, and any statistics, reports and databases created derived from the provision of the Services (limited to the compliance to confidentiality and privacy restrictions and regulations), and (c) all intellectual property rights related to all of the foregoing. This Agreement does not grant Customer (i) any rights to the Intellectual Property Rights in the Services or (ii) any rights to use the WeHire trademarks, logos, domain names, or other brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
   • Customer Data. CUSTOMER RETAINS ALL RIGHTS, TITLE AND INTEREST IN ITS CUSTOMER DATA, AND THIS AGREEMENT DOES NOT GRANT WEHIRE ANY RIGHTS TO CUSTOMER DATA OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN CUSTOMER DATA EXCEPT FOR THE LIMITED RIGHTS EXPRESSLY SET FORTH IN THIS AGREEMENT.
   • Notwithstanding anything to the contrary, if Customer or any of its employees or contractors provide WeHire with any ideas, suggestion(s), enhancement requests, feedback and/or recommendation(s) regarding the Services, including without limitation, new and/or improved features or functionality relating thereto (”Feedback”), WeHire is free to use and disclose such Feedback without any obligation to Customer or such employees or contractors and to incorporate into any existing or future products or features.
6. Confidential Information.
   • Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of WeHire includes the Services, and the terms and conditions of this Agreement and all Order Forms (including pricing).

Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the

Receiving Party.

• Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use 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) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, WeHire may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform WeHire’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
• Compelled Disclosure. The Receiving Party may disclose Confidential Information of the

Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to Confidential Information.

7. • General Warranties. WeHire warrants to Customer that Services under this Agreement are provided in compliance with all applicable federal, state and local laws. WeHire warrants that the Services will conform to the Documentation and will perform any Professional Services in a professional and workmanlike manner. WeHire represents and warrants that (i) it has sufficient right, title and interest in the Services in order to provide the Services pursuant to the terms and conditions of this Agreement, and (ii) its execution and performance of this Agreement will not violate or conflict with any obligation it has to any third party.
   • Third Party Services. The foregoing warranty does not apply to, and WeHire strictly disclaims all warranties with respect to connections and/or links to non-embedded services, products and professional services that are provided and sold to Customer by third parties which interoperate with or are used in connection with the Service, including, without limitation, via application programming interfaces (collectively, “Third Party Services”). Any exchange of data or other interaction between Customer and Third Party Services is solely between customer and the operator of such Third Party Services, and is governed by customer’s agreement with such Third Party Services provider.
   • Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WEHIRE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR

OTHERWISE. WEHIRE NOR ITS LICENSORS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CUSTOMER ACKNOWLEDGES THAT WEHIRE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WEHIRE IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, APPROPRIATENESS, OR LEGALITY OF DATA, USER POSTS, OR ANY OTHER INFORMATION POSTED BY A USER.

• WeHire shall not be liable or responsible for (i) slowness or other performance issues with individual features (link expansions, search, file uploads, etc.), (ii) Issues that are related to external apps or third parties, (iii) Any products or features identified as pilot, alpha, beta or similar, (iv) External network or equipment problems outside of our reasonable control, such as bad routing tables between your internet service provider (ISP) and our server, or (v) Schedule Downtime for maintenance.

8. Mutual Indemnification.
   • WeHire Indemnification. WeHire will indemnify, defend, and hold Customer harmless from and against all third-party claims, and all losses, damages, liabilities, and expenses, in each case, that are paid or payable to such third parties pursuant to such claims (including reasonable attorneys’ fees and expenses), to the extent arising out of or resulting from any third-party claim or allegation that the Services infringe or misappropriate such third party’s patent, trademark, trade secret, copyright, or other intellectual property rights. WeHire’s obligations pursuant to this Section 7.1 will not apply, however, to the extent that such claim is caused by: (i) Customer’s use of the Services other than in accordance with the terms of this Agreement; (ii) Customer’s failure to use or implement corrections or enhancements to the Services made available free of charge to Customer by WeHire, (iii) customized portions or components of the Services designed and provided to Customer accordance with Customer specifications, (iv) modification of the Services that have not been performed by or on behalf of WeHire, and/or (v) combination of the Services with other products, services, processes or materials not supplied by WeHire (including, without limitation, Customer Data).
   • Customer Indemnification. Customer will indemnify, defend, and hold WeHire harmless from and against all third-party claims, and all losses, damages, liabilities, and expenses, in each case, that are paid or payable to such third parties resulting from such claims (including reasonable attorneys’ fees and expenses), to the extent arising out of or resulting from any third-party claim or allegation that the Customer Data and/or Customer’s provision thereof to WeHire violates such third-party’s patent, trademark, trade secret, copyright, or other intellectual property or proprietary right(s), or any claim that Customer has violated any applicable law(s), regulation(s), or the rights of any employee or candidate.
   • Indemnification Procedure. As a condition to the indemnifying party’s obligations pursuant to this Section 7, the indemnified party must: (i) promptly notify the indemnifying party in writing of all indemnifiable claims; (ii) provide the indemnifying party with reasonable assistance to settle or defend such claims, at the indemnifying party’s own expense; and (iii) grant to the indemnifying party the right to control the defense and/or settlement of such claims, at the indemnifying party’s own expense; provided, however, that: (1) the failure to so notify, and/or provide assistance will only relieve the indemnifying party of its obligation to the indemnified party to the extent that the indemnifying party is prejudiced thereby; (2) the indemnifying party will not, without the indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement that: (x) makes any admission of wrongdoing on behalf of the indemnified party; or (y) consents to any injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing Service); and (3) subject to the foregoing, the indemnified party will have the right, at its expense, to participate in any indemnifiable claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying party’s written consent.
   • Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND

WEHIRE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9. Limitation of Liability.
   • Limitation of Damages. EXCEPT WITH RESPECT TO BREACHES OF SECTION 6 OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
   • Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF A PARTY’S INDEMNITY OBLIGATIONS, GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY REASON, WHETHER IN CONTRACT OR IN TORT, FOR ANY CLAIMS, SUITS, LIABILITY OR DAMAGES ARISING OUT OF OR BASED UPON THIS AGREEMENT, THAT IN THE AGGREGATE, EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO WEHIRE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT.
   • Limitation of Claims. Any claim or cause of action arising out of or related to use of the Service or to the Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever waived.
10. Term, Cancelation and Termination.
    • This Agreement will remain in full force and effect for the Service Term specified in this document, unless either party requests termination in writing at least thirty (30) days prior to the end of the then-current Term. The Service Term identified in each Order Form will commence on the effective date of this document’s acceptance. A termination request by either party will be given via certified mail or via email to respective Party Billing Contact. Notwithstanding the above, WeHire shall have the right to terminate this Agreement and the Services at any time, at its sole discretion, for convenience purposes, by means of a written notice to the Customer with at least thirty (30) days prior to the effective termination date.
    • Notwithstanding anything to the contrary in this Agreement, WeHire may impose limitations on bandwidth usage, and/or temporarily suspend Customer’s and any user authorized by Customer to access to any portion or all of the Services if WeHire reasonably determines that (i) there is a threat to or attack on any of the Services; (ii) Customer’s or any Customer’s users use of the Services abuses, disrupts or poses a security risk to the Services or to any other customer, integration partner or vendor of WeHire; or (iii) Customer is misusing the Services, software, platform or any other resources of WeHire’s Services, or is breaching the terms of this Agreement, including the reasons for suspension established in Section 2.3.2 of this Agreement; or (iv) Customer is in breach of its obligation to pay any Fees due under this Agreement.

WeHire will provide notice of a Service Suspension arising under Section 9.2(i) or Section 9.2(ii) or Section 9.2(iii) as soon as reasonably possible. Prior to suspension of service pursuant to sub-Section (iv) above, WeHire will provide Customer with notice of non-payment and the amount due (“Non-payment Notice”). Unless the amount has been paid, WeHire reserves the right to suspend Customer access to the Services fourteen (14) calendar days after such Non-payment Notice. WeHire will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Customers user may incur as a result of a Service Suspension.

• Cancelation. If the Customer decides to cancel the account, the cancelation needs to be communicated with written notification to WeReply@wehirecloud.com. In case the Customer has been fully compliant with this agreement, Customer may signin again, asking for an account reactivation to the same email address. Customer will be able to keep all previous data and cumulative experience if this account does not remain canceled or inactive for a longer period than twelve (12) months.
• In addition to any other express termination right set forth in this Agreement: i. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches any material provision of this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or ii. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (iii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, and such proceeding is not dismissed within one hundred twenty (120) days of institution; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business without a successor.
• Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of and/or access to the Service(s). No expiration or termination will affect Customer’s obligation to pay all Fees that have become due before the effective date of such expiration or termination, or entitle Customer to any refund.
• WeHire will provide Customer with tools to pull their Customer Data at any time during the term via API functionality. Once during the Agreement, WeHire will make all Customer Data available to Customer for electronic retrieval in a commercially reasonable format upon request prior to the expiration of the Term solely to the extent that Customer has paid all undisputed then due Fees. After the expiration of the Term, Customer Data will no longer be accessible and will be promptly deleted in accordance with WeHire’s internal policies.
• Any terms and conditions of this Agreement that by their nature or otherwise reasonably should survive termination, cancellation or other expiry of this Agreement shall survive any termination, cancellation or other expiry of this Agreement.

11. • Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the Service(s) and supersedes all previous agreements, statements and understandings from or between the parties regarding the subject matter of this Agreement. This Agreement also supersedes any conflicting language contained in any applicable past or future purchase order or Order Form, regarding the subject matter of this Agreement.
    • There will be no force or effect to any different terms of any related purchase order provided as part of payment processing, even if signed by the parties after the date hereof. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by a duly authorized representative of each Party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived.
    • All notices,           requests,         consents,        claims, demands,        waivers,    and      other communications under this Agreement (each, a “Notice”) must be in writing and to:

WeHire: WeReply@wehirecloud.com

Customer: Billing Contact identified in the Order Form or any ‘Designated Support Contact’ identified in the WeHire Services by the Customer.

• WeHire may use Customer name or logo to identify you as a customer. Any further reference by WeHire, including in WeHire marketing materials requires the advance written permission of the Customer. Use of Customer’s name and logo will be revocable at any time by Customer.
• Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this

Agreement, to the extent such failure or delay is caused by any circumstances beyond such

Party’s reasonable control.

• No failure to exercise, or delay in exercising, any rights, powers or remedies arising from this Agreement will operate or be construed as a waiver of the rights of such a party to demand full compliance with the terms of this Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever.
• Severability. If any provision of this Agreement is declared invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability, the remainder of the agreement will remain valid and enforceable to the fullest extent permitted.
• Dispute Resolution.
  • Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law.
  • In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, the parties will use their best efforts to settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
  • Binding Arbitration. If the parties do not reach such solution within a period of sixty (60) days, then, upon notice by either party to the other, all disputes shall be finally settled by binding arbitration taking place in Miami-Dade County, Florida. Each of the parties to this Agreement hereby agrees and consents to such venue and waives any objection thereto. The arbitration shall be conducted in English, on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. The prevailing party shall be entitled to an award of reasonable attorney fees. An award of arbitration may be confirmed in a court of competent jurisdiction sitting in Miami-Dade, Florida.
• Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of WeHire, which shall not be unreasonably withheld, or conditioned. Any purported assignment or delegation in violation of this Section will be null and void. WeHire may freely assign and/or transfer this Agreement. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
• Compliance with Laws. Notwithstanding anything to the contrary, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury, Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re- exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by WeHire are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
• This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. To see archived versions of the WeHire Terms of Service, please go to wehirecloud.com or contact us. Please contact WeHire at WeReply@wehire.com with any questions regarding these Terms.