Terms of Service

PLEASE READ THESE recruitOS TERMS OF SERVICE CAREFULLY. BY CLICKING THE “I ACCEPT” BUTTON, “ACCEPTED AND AGREED TO” BUTTON OR ANY OTHER SIMILAR BUTTON, OR BY ACCESSING OR USING THE PLATFORM, CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These recruitOS Terms of Service constitute an agreement (this “Agreement”) by and between The Parasol Group, Inc. (“Parasol Group”) and the individual executing this Agreement (“Customer”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of and Parasol Group’s provision of the Platform are governed by this Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. PLEASE READ THIS AGREEMENT CAREFULLY. THE TERMS OF THIS AGREEMENT AFFECT CUSTOMER’S LEGAL RIGHTS AND REMEDIES, INCLUDING WITHOUT LIMITATION THE CLASS ACTION WAIVER IN SECTION 12.

1. DEFINITIONS

The following capitalized terms will have the following meanings whenever used in this Agreement.

1.1. “AUP” means recruitOS’s acceptable use policy set forth at Exhibit A, attached hereto and incorporated herein by reference.

1.2. “Customer Data” means all information processed or stored through the Platform by Customer or on Customer’s behalf.

1.3. “Platform” means Parasol Group’s Platform known as recruitOS.

1.4. “Privacy/Security Law” means laws (a) related to personal data that (b) govern recruitOS’s handling of Customer Data (if any).

1.5. “Term” is defined in Section 11.1 below.

2. THE PLATFORM

2.1. Use of the Platform. During the Term, Customer may access and use the Platform for its professional recruiting purposes.

2.2. Platform Revisions. Parasol Group may revise Platform features and functions at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the Platform materially reduces features or functionality provided, Customer may within 30 days of notice of the revision terminate this Agreement.

3. PAYMENT

3.1. Subscription Fees. Customer shall pay Parasol Group the fee in accordance with the subscription agreed to between Parasol Group and Customer (the “Subscription Fee”). Parasol Group’s invoices are due within 30 days of issuance. For late payment, Customer shall pay interest charges from the time the payment was due at the rate that is the lower of 18% per year or the highest rate permissible under applicable law. Parasol Group will not be required to refund the Subscription Fee under any circumstances.

3.2. Taxes. Amounts due under this Agreement are payable to Parasol Group without deduction for any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). Except as forbidden by applicable law, Parasol Group may require that Customer submit applicable Sales Taxes to Parasol Group. However, the preceding sentence does not apply to the extent that Customer is tax exempt, provided it gives Parasol Group a valid tax exemption certificate within 30 days of the Effective Date. Parasol Group’s failure to include any applicable tax in an invoice will not waive or dismiss its rights or obligations pursuant to this Section 3.2. If applicable law requires withholding or deduction of Sales Taxes or any other tax or duty, Customer shall separately pay Parasol Group the withheld or deducted amount, over and above fees due. For the avoidance of doubt, this Section 3.2 does not govern taxes based on Parasol Group’s net income.

4. CUSTOMER DATA & PRIVACY

4.1. Management of Customer Data in General.

(a) License. Customer hereby grants to recruitOS a nonexclusive, royalty free, irrevocable right and license to use Customer Data for purposes of providing the Platform and for all purposes set forth in recruitOS’s Privacy Policy.

(b) Customer Data Restrictions. For clarity, recruitOS will not sell any Customer Data or disclose any Customer Data to any third parties, except for such disclosures that are required to perform the Services (as set forth in the Privacy Policy) and except for disclosures authorized by Customer via the Platform. With respect to disclosures of Customer Data by recruitOS that are authorized by Customer via the Platform (ex. disclosures of Customer Data to hiring managers, hiring authority, etc.), Customer acknowledges and agrees that the recipient may use and disclose such Customer Data in connection with the hiring and solicitation of any person identified in the Customer Data and in connection with marketing or soliciting any person identified in the Customer Data upgrade to a better experience by purchasing recruitOS.

(c) Customer Warranties. Customer represents and warrants that: (i) it has all right, title, consents, permissions and licenses required to provide and disclose Customer Data to recruitOS for purposes of providing the Platform; and (ii) recruitOS’s use of Customer Data in connection with the provision of the Platform does not and will not violate any Law.

(d) De-Identified Data. Notwithstanding the provisions of this Section 4, recruitOS may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other customers. “De-Identified Data” refers to Customer Data with the following removed: information that identifies an individual person, a household, or Customer.

(e) Privacy Policy. Customer acknowledges recruitOS’s privacy policy at https://recruitos.com/privacy-policy/, and Customer recognizes and agrees that nothing in this Agreement restricts recruitOS’s right to alter such privacy policy.

(f) Required Disclosure. Notwithstanding the provisions of this Section 4, Parasol Group may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Parasol Group shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

(g) Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Platform, Customer assumes such risks. Parasol Group offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.

(h) Additional Fees. Customer recognizes and agrees that Parasol Group may charge additional fees (without limitation) (a) for activities (if any) required by Privacy/Security Laws and (b) for activities Customer requests to help it comply with Privacy/Security Laws (c) Base license includes up to 10,000 records (contacts, resumes, documents). Monthly surcharge of up to $50 / month per 10,000 additional records may apply.

4.2. Data Accuracy. Parasol Group will have no responsibility or liability for the accuracy of data uploaded to the Platform by Customer. Customer represents and warrants that all Customer Data is true, complete and accurate.

4.3. Erasure. Parasol Group may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more, without limiting Parasol Group’s other rights or remedies.

5. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS

5.1. Acceptable Use. Customer will not, directly or indirectly: (i) use the Platform outside the permitted scope set forth in Section 2 or for any purpose other than its own professional recruiting purposes; (ii) use or access the Platform in violation of any Law (defined below); (iii) sell, resell, license, lease, transfer, redistribute, assign or otherwise commercially exploit or make the Platform available to any third party; (iv) send, store, submit or upload libelous, unlawful or tortious material on or to the Platform; (v) send, store, submit or upload malicious or harmful code on or to the Platform; (vi) interfere with or disrupt the integrity or performance of the cloud environment where the Platform is deployed; (vii) attempt to circumvent security restrictions or protocols for the cloud environment where the Platform is deployed; (viii) duplicate or reverse engineer the Platform, in whole or in part; (ix) disclose the results of any benchmarking test; (x) remove or modify any proprietary markings or notices on the Platform or other materials delivered by Parasol Group in the performance of this Agreement; or (xi) disconnect, manipulate, suspend or prevent remote access to any Parasol Group equipment and associated Platform. “Law(s)” means all laws, statutes, codes, rules, regulations, and other pronouncement having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority, and any order of a court or governmental agency of competent jurisdiction, whether or not in effect as of the Effective Date.

5.2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Platform, including without limitation by protecting its passwords and other log-in information. Customer shall notify Parasol Group immediately of any known or suspected unauthorized use of the Platform or breach of its security and shall use best efforts to stop said breach.

6. IP & FEEDBACK

6.1. IP Rights to the Platform. Parasol Group retains all right, title, and interest in and to the Platform, including without limitation all software used to provide the Platform and all graphics, user interfaces, logos, and trademarks reproduced through the Platform. This Agreement does not grant Customer any intellectual property license or rights in or to the Platform or any of its components, except to the limited extent that such rights are necessary for Customer’s use of the Platform as specifically authorized by this Agreement. Customer recognizes that the Platform and its components are protected by copyright and other laws.

6.2. Feedback. Parasol Group has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer or any other party give Parasol Group, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Parasol Group’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer. Feedback will not be considered Customer’s trade secret. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Parasol Group’s products or services.)

7. CONFIDENTIAL INFORMATION

“Confidential Information” refers to the following items Parasol Group discloses to Customer: (a) any document Parasol Group marks “Confidential”; (b) any information Parasol Group orally designates as “Confidential” at the time of disclosure, provided Parasol Group confirms such designation in writing within __ business days; (c) the documentation relating to the Platform, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Customer. Customer is on notice that the Confidential Information may include Parasol Group’s valuable trade secrets.

7.1. Nondisclosure. Customer shall not use Confidential Information for any purpose other than as is strictly necessary for Customer’s use of the Platform in accordance with this Agreement (the “Purpose”). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Section 7.1; and (b) shall not disclose Confidential Information to any other third party without Parasol Group’s prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify Parasol Group of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give Parasol Group prompt notice of any such legal or governmental demand and reasonably cooperate with Parasol Group in any effort to seek a protective order or otherwise to contest such required disclosure, at Parasol Group’s expense.

7.2. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Nondisclosure) will survive in perpetuity. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to Parasol Group or certify, in writing, the destruction thereof.

7.3. Injunction. Customer agrees that: (a) no adequate remedy exists at law if it breaches any of its obligations in this Section 7; (b) it would be difficult to determine the damages resulting from its breach of this Section 7, and such breach would cause irreparable harm to Parasol Group; and (iii) a grant of injunctive relief provides the best remedy for any such breach, without any requirement that Parasol Group prove actual damage or post a bond or other security. Customer waives any opposition to such injunctive relief or any right to such proof, bond, or other security. (This Section 7.3 does not limit either party’s right to injunctive relief for breaches not listed.)

7.4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Parasol Group will retain all right, title, and interest in and to all Confidential Information.

7.5. Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Customer is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:

(a) Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that– (A) is made– (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual– (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

8. REPRESENTATIONS & WARRANTIES

8.1. From Parasol Group. Parasol Group represents and warrants that it is the owner of the Platform and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the Platform set forth in this Agreement without the further consent of any third party. Parasol Group’s representations and warranties in the preceding sentence do not apply to use of the Platform in combination with hardware or software not provided by Parasol Group. In case of breach of the warranty above in this Section 8.1, Parasol Group, at its own expense, shall promptly: (a) secure for Customer the right to continue using the Platform; (b) replace or modify the Platform to make it noninfringing; or if such remedies are not commercially practical in Parasol Group’s reasonable opinion, (c) refund the fees paid for the Platform for every month remaining in the then-current Term following the date after which Customer access to the Platform ceases as a result of such breach of warranty. If Parasol Group exercises its rights pursuant to Subsection 8.1(c) above, Customer shall promptly cease all use of the Platform and erase all copies in its possession or control. This Section 8.1, in conjunction with Customer’s right to terminate this Agreement where applicable, states Customer’s sole remedy and Parasol Group’s entire liability for breach of the warranty above in this Section 8.1.

8.2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Platform; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.

8.3. Warranty Disclaimers. Except to the extent set forth in Section 8.1 above, CUSTOMER ACCEPTS THE PLATFORM “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PARASOL GROUP HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) PARASOL GROUP DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) PARASOL GROUP DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.

8.4. No Reliance. CUSTOMER ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO THIS AGREEMENT IT HAS NOT RELIED AND IS NOT RELYING ON ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS WHATSOEVER, WHETHER WRITTEN OR ORAL (FROM OR BY PARASOL GROUP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES) OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THAT IT WILL NOT HAVE ANY RIGHT OR REMEDY RISING OUT OF ANY REPRESENTATION, WARRANTY OR OTHER STATEMENT NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.

9. INDEMNIFICATION

Customer shall defend, indemnify, and hold harmless Parasol Group and the Parasol Group Associates (as defined below) from and against, and hereby releases Parasol Group and its affiliates from, any and all “Indemnified Claims,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the Platform, including without limitation: (a) claims by Customer's employees, as well as by Customer’s own customers; (b) claims related Data Incidents (as defined below); (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Platform through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the Platform through Customer’s account, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. INDEMNIFIED CLAIMS INCLUDE, WITHOUT LIMITATION, CLAIMS ARISING OUT OF OR RELATED TO PARASOL GROUP’S NEGLIGENCE. Customer’s obligations set forth in this Section 9 include, without limitation: (i) settlement at Customer’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and (ii) reimbursement of reasonable attorneys’ fees incurred before Customers’ assumption of the defense (but not attorneys’ fees incurred thereafter). If Customer fails to assume the defense on time to avoid prejudicing the defense, Parasol Group may defend the Indemnified Claim, without loss of rights pursuant to this Section 9. Parasol Group will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or a Parasol Group Associate admit wrongdoing or liability or subjects either of them to any ongoing affirmative obligation. (“Parasol Group Associates” are Parasol Group’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns. A “Data Incident” is any (1) unauthorized disclosure of, access to, or use of Customer Data or (2) violation of Privacy/Security Law through Customer’s account. Data Incidents include, without limitation, such events caused by Customer, by Parasol Group, by Customer’s customers or other users, by hackers, and by any other third party.)

10. LIMITATION OF LIABILITY

10.1. Dollar Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF PARASOL GROUP AND ITS AFFILIATES FOR ALL DAMAGES AND LIABILITIES ARISING UNDER ALL CLAIMS IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THE PLATFORM, REGARDLESS OF THE FORM OF ACTION (INCLUDING, BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, RESCISSION, MISREPRESENTATION AND BREACH OF WARRANTY) SHALL NOT IN THE AGGREGATE EXCEED FIVE HUNDRED DOLLARS ($500.00). THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL APPLY EVEN IF AN EXCLUSIVE REMEDY OF CUSTOMER UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.

10.2. Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARASOL GROUP OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR SPECIAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AS CONSEQUENTIAL DAMAGES), EXEMPLARY, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) ARISING FROM THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THE PLATFORM (INCLUDING, BUT NOT LIMITED TO, BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE) AND WHETHER OR NOT PARASOL GROUP OR ITS RESPECTIVE AFFILIATES SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.

10.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 10 APPLY TO THE BENEFIT OF PARASOL GROUP’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PARASOL GROUP IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Customer acknowledges and agrees that Parasol Group has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Section 10 and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Section 10, Parasol Group’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Parasol Group’s liability limits and other rights set forth in this Section 10 apply likewise to Parasol Group’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

11. TERM & TERMINATION

11.1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for so long as Customer accesses or uses the Platform, unless and until earlier terminated in accordance with Section 11.2.

11.2. Termination for Cause. Either party may terminate this Agreement for any reason or no reason by delivery of at least 30 days’ prior written notice to the other party. Notwithstanding any termination in accordance with this Section 11.2, in no event shall Parasol Group have any obligation to refund any amounts paid by Customer.

11.3. Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the Platform and delete, destroy, or return all copies of Confidential Information in its possession or control. The following provisions will survive termination or expiration of this Agreement, along with any other provisions that ought to survive the termination of this Agreement: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 10, 11.3, 12, and 13.

12. DISPUTE RESOLUTION

12.1. Choice of Law & Jurisdiction. This Agreement shall be governed by and interpreted under the laws of the State of Ohio without regard to any provisions of Ohio law which would require the application of the substantive law of another jurisdiction. Any dispute, controversy, claim or legal action arising out of, or relating to, this Agreement, or the existence, validity, breach, or termination hereof, whether during or after its term, shall be submitted for resolution in the federal or state courts in Ohio; and the Parties hereby irrevocably consent to the jurisdiction of such courts. Notwithstanding the foregoing, either Party may seek injunctive relief against the other Party from any other judicial or administrative authority pending the resolution of such controversy or claim. Except to the extent expressly required by Law, neither the United Nations Convention on Contracts for the International Sale of Goods 1980, nor any international and domestic legislation implementing such Convention, applies to this Agreement. The Parties’ rights and obligations under this Agreement are solely and exclusively as set forth in this Agreement and the Uniform Computer Information Transactions Act (“UCITA”), whether enacted in whole or in part by any state or applicable jurisdiction, regardless of how codified, does not apply to this Agreement and is hereby disclaimed. The Parties will amend this Agreement as may be necessary to comply with any mandatory disclaimer language required by UCITA in any applicable jurisdiction.

12.2. Waiver of Jury Trial; Class Action Waiver. BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND PARASOL GROUP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

13. MISCELLANEOUS

13.1. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

13.2. Notices. Parasol Group may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to info@recruitOS.com, and such notices will be deemed received 72 hours after they are sent. In addition, Customer is on notice and agrees that: (a) for claims of copyright infringement, the complaining party may contact info@recruitOS.com; and (b) Parasol Group will terminate the accounts of subscribers who are repeat copyright infringers.

13.3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

13.4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Parasol Group’s express written consent. Except to the extent forbidden in this Section 13.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

13.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

13.6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

13.7. Conflicts. In the event of any conflict between this Agreement and any recruitOS policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.

13.8. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

13.9. Technology Export. Customer shall not: (a) permit any third party to access or use the Platform in violation of any U.S. law or regulation; or (b) export any software provided by Parasol Group or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Platform in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).

13.10. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

13.11. Amendment. Parasol Group may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Parasol Group written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Section 11, Term & Termination). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Parasol Group may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces Customer’s rights or protections, notice and consent will be subject to the requirements above in this Section 13.11.

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