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HIREBRIDGE TERMS OF SERVICE & SUBSCRIPTION AGREEMENT

BY ACCESSING OR USING THE HIREBRIDGE SERVICE OR BY EXECUTING AN ORDER FORM OR DEMO TRIAL FORM, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS ("AGREEMENT") GOVERNING YOUR USE OF THE HIREBRIDGE ONLINE SERVICE (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, OR IF THE COMPANY THAT YOU REPRESENT DOES NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICE.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS OF SERVICE & SUBSCRIPTION AGREEMENT, DO NOT ACCESS OR USE THE SITE.

Welcome To Hirebridge
As part of the Service, Hirebridge will provide you with a web-browser interface, data encryption, transmission, access and data storage. Your registration for, or use of the Service shall be deemed to be your agreement to abide by this Terms of Service & Subscription Agreement, including any materials available on the Hirebridge website incorporated by reference herein, including but not limited to Hirebridge's privacy policy and the Service Order Form that you or your company sign in conjunction with starting paid service. If you are using Hirebridge during the Free Trial period, you are still subject to this Agreement, although you have no financial obligation beyond the trial period. For reference, a Definitions section is included at the end of this Agreement.

Privacy
Hirebridge's privacy policy may be viewed at http://www.hirebridge.com/corp/privacy.asp.  Hirebridge reserves the right to modify its privacy policy in its reasonable discretion from time to time.

Disclosure
If you become a paying customer of the Service, you agree that Hirebridge can disclose the fact that you are a paying customer until such time as you cease to be a paying customer.

License Grant & Restrictions
Hirebridge hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement and any Service Order Form executed in regards to this Account. All rights not expressly granted to you are reserved by Hirebridge.

You may not access the Service if you are a competitor of Hirebridge, except with Hirebridge's prior written consent. Further, you may not permit any third party to access the service if they are a competitor of Hirebridge, except with Hirebridge's prior written consent. Competitors include but are not limited to Taleo, Icims, HRM Direct, Hiredesk, Ceridian, ADP, Mr. Ted, Jobvite, PC Recruiter, iApplicants, The Resumator, and Openhire.

Hirebridge reserves the right to amend this list. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) knowingly modify or make derivative works based upon the Service or the Content; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User, but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Hirebridge immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Hirebridge immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Hirebridge user or provide false identity information to gain access to or use the Service.

Account Information and Data Ownership
You retain all right, title and interest in all information entered into or submitted in the course of using the Service ("Customer Data"), including Job Requisition and other non-specific data. In addition, Hirebridge does not own any data, information or material that is submitted to the Service by candidates or their representatives, including third-party recruiters, vendors, employees, etc. ("Candidate Data"). You, not Hirebridge, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer and Candidate Data, and Hirebridge shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer or Candidate Data.

Intellectual Property Ownership
Hirebridge shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Hirebridge Technology, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Hirebridge Technology or the Intellectual Property Rights owned by Hirebridge. The Hirebridge name, logo, and the product names associated with the Service are trademarks of Hirebridge, and no right or license is granted to use them.

Confidentiality
Hirebridge and Company agree that by virtue of their relationship, each party will have access to certain materials concerning the other party's business, plans, pricing and other information that is confidential and of substantial value to the each party, and that each party would suffer impairment should such information be disclosed to third parties. Each party agrees that it will not disclose any information about the other party that could be considered as confidential.

Confidential information to Hirebridge shall consist of, but is not limited to system access, screen shots, upcoming features and product plans, as well as pricing and contract information disclosed to you in the normal course of doing business.

Confidential information for Company shall consist of, but is not limited to candidate data, job requisition data and other information disclosed to Hirebridge in the course of doing business.

Confidential Information shall not include: (i) information previously known to the receiving party without reference to Confidential Information, (ii) information which is or becomes publicly known through no act or omission of the receiving party, (iii) information which has been independently developed by the receiving party without reference to the disclosing party’s Confidential Information, (iv) information received from a third party under no confidentiality obligation with respect to the Confidential Information, (v) information required to be disclosed pursuant to administrative or court order, government or regulatory requirement or arbitration or litigation arising out of this Agreement.

Restricted Access To Hirebridge
All Hirebridge accounts are password protected. Passwords are created and controlled by those system users with Administrator access. Individual system users, including those with User access and Hiring Manager access may change their password at any time. Accessing the service requires a registered email address and a password.

It is your sole responsibility to keep your account login information and other sensitive information safe. If you suspect that your account has been compromised, contact your company Hirebridge administrator.

Third Party Interactions
During use of the Service, you may utilize integrated services from third-party providers, including but not limited to pre-employment screening services, on-boarding services, premium job board posting services, payroll services, HRIS services, etc. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Hirebridge shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.

Hirebridge provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. Service features that interoperate with free job-board providers depend on the continuing availability of those service providers. If those service providers cease to accept and display job posts in conjunction with the Service, Hirebridge may cease providing such Service features without entitling you to any refund, credit, or other compensation.

Charges and Payment of Fees
If you become a paying customer, you shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms reflected on the Service Order Form that you sign prior to beginning Service. Payments must be made in advance of Service unless otherwise mutually agreed upon in the Service Order Form. Hirebridge will not schedule training, perform integration or configuration services until the first payment is received. All payment obligations are non-cancelable and all amounts paid are nonrefundable, except in the event of an uncured breach by Hirebridge pursuant to this Agreement.

License Administrator
An authorized License Administrator (as evidenced on the original Service Order Form) may add licenses or service features by executing an additional written Service Order Form. Licenses or services added mid-term will be prorated for the remainder of the term and shall be in effect in conjunction with the preexisting License Term, whether that term is the Initial Term or Renewal Term. All pricing terms are confidential, and you agree not to disclose them to any third party.

Annual Candidate Processing & Data Storage
The maximum annual candidate processing and Data Storage size provided to you is as specified on the Service Order Form associated with your account. If the amount of annual candidates processed and data storage exceeds these limits, you will be charged the then-current processing fees as stated in the Service Order Form. Hirebridge will use reasonable efforts to notify you when the candidate processed and data storage size reaches approximately 90% of the maximum as specified in the Service Order Form; however, any failure by Hirebridge to so notify you shall not affect your responsibility for such additional candidate processing charges.

Data Backup & Security
Hirebridge shall use all reasonable efforts to protect your data behind a firewall system, to use data encryption.

Hirebridge takes every precaution to protect you from loss of pertinent data. All customer data is first backed up to a disk-based backup server, with daily backups created for use in off-site storage for Disaster Recovery purposes. Full backups are made each week, with daily incremental backups. Database transaction logs are also backed up every two hours fo further coverage. As previously noted, all backups are encrypted using 128 bit encryption.

Term and Renewal
This Agreement commences on the Effective Date as evidenced in the Service Order Form. The Initial Term will be as you elect on the Service Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at the then current fee you are paying pursuant to the Service Order Form in effect at the time of renewal, unless Hirebridge has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter.

Termination & Retrieval Of Data
Either party may terminate this Agreement, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) business days prior to the end of the term at no additional cost. Hirebridge may, in its sole discretion, terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Hirebridge may terminate a free account at any time in its sole discretion.

Billing
Hirebridge charges and collects in advance for use of the Service. Fees for other services such as custom reporting or custom development will be charged on an as-quoted basis in a Statement of Work document.

Non-Payment and Suspension
In addition to any other rights granted to Hirebridge herein, Hirebridge reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears) for more than 30 days. Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for service during any period of suspension based on your annual fee as evidenced by the Service Order Form. If you or Hirebridge initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Hirebridge may charge such unpaid fees to your credit card (if one has been provided) or otherwise bill you for such unpaid fees, which you agree to pay. Hirebridge reserves the right to impose a reconnection fee of $250.00 in the event you are suspended for non-payment and thereafter request access to the Service. You agree and acknowledge that Hirebridge has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

Termination for Cause
Either party may terminate this Agreement for cause upon 30 days written notice of a material breach given to the party breaching the Agreement if such breach is not cured during that time period. Additionally, either party may terminate this Agreement for cause if the other party becomes the subject of a petition in bankruptcy or is subject to insolvency, receivership, liquidation or assignment for the benefit of creditors. Any account that is in arrears for more than 30 days may be terminated without notice to you. If you terminate this Agreement for cause pursuant to this section, Hirebridge shall refund the remaining prorated balance of fees prepaid by you that were to be applied to the remaining term (calculated from termination date).

Data Retrieval Upon Termination
You may retrieve a copy of your data hosted by Hirebridge, within 30 days of termination of the Agreement, provided that your account is paid up to date. Hirebridge may delete any of your data, including candidate data and job requisition data that is not retrieved by you within thirty (30) days of expiration or termination of this Agreement. Hirebridge has no obligation to retain Customer Data after termination, unless contractually obligated to do so, and may delete user data after termination of this Agreement, but will not do so until at least thirty (30) days from the termination of this Agreement (other than by reason of your breach). In the event of termination due to non-payment, Hirebridge will not provide customer data until such account is brought current.

Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Hirebridge represents and warrants that it will provide the Service in a manner consistent with the Hirebridge trial account and Hirebridge online help documentation that is provided by Hirebridge in connection with the Service. In the event of a breach of the foregoing, Hirebridge’s sole obligations, and our sole remedy, shall be, at Hirebridge’s option, to use commercially reasonable efforts to correct the Service.

Mutual Indemnification
You shall indemnify and hold Hirebridge, its officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that your use of the Service, including Customer or Candidate Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Hirebridge (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Hirebridge of all liability and such settlement does not affect Hirebridge’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

Hirebridge shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Hirebridge of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Hirebridge; provided that you (a) promptly give written notice of the claim to Hirebridge; (b) give Hirebridge sole control of the defense and settlement of the claim (provided that Hirebridge may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Hirebridge all available information and assistance; and (d) have not compromised or settled such claim.

Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Internet Delays
HIREBRIDGE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HIREBRIDGE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

No Third Party Beneficiaries
There are no third-party beneficiaries to this Agreement.

Local Laws and Export Control
Hirebridge make no representation that the Service is appropriate or available for use in other locations other than the United States. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

Notice
Hirebridge may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Hirebridge's account information, or by written communication sent by first class mail or prepaid post to your address on record in Hirebridge's account information.

You may give notice to Hirebridge at any time by any of the following: letter sent by confirmed facsimile to Hirebridge at the following fax numbers (whichever is appropriate): (954) 688-2563 ; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Hirebridge at the following address: Hirebridge, 2423 N. University Dr., Coral Springs, FL 33065 to the Attention of: Chief Executive Officer.

Assignment; Change in Control
This Agreement may be assigned without consent by either party to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

Miscellaneous Provisions
This Agreement shall be governed by Florida law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Ft. Lauderdale, Broward County, Florida. No text or information set forth on any other purchase order, preprinted form or document (other than the Service Order Form) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. Any cause of action arising out of or relating to this Agreement must commence within one (1) year after the cause of action arose. Any action brought outside of the above-referenced time period will be permanently barred. No joint venture, partnership, employment, or agency relationship exists between you and Hirebridge as a result of this agreement or use of the Service. The failure of Hirebridge to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Hirebridge in writing. This Agreement, together with any applicable Service Order Form, comprises the entire agreement between you and Hirebridge and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Definitions
As used in this Agreement and in any Service Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Service Order Forms, and any materials available on the Hirebridge website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Hirebridge from time to time in its sole discretion; "Content" means the documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Candidate Data" means any data, information or material provided or submitted by candidates for employment to the Service in the course of using the Service, including resumes, cover letters, general information and documents; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Service Order Form; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "You or Your" means either (a) you personally if you are licensing the Service on your own behalf, or (b) the Company that you are entering into this Agreement on behalf of; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses or other system feature upgrades by executing written Service Order Forms and to create and maintain User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Service Order Form(s); "Service Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Service Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Service Order Form, the terms of this Agreement shall prevail); "Free Trial" means the use of the Service during a trial period for the purposes of evaluation; "Hirebridge" means collectively Hirebridge, LLC., a Florida limited liability company, having its principal place of business at 2423 N. University Dr., Coral Springs, FL 33065; "Hirebridge Technology" means all of Hirebridge's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Hirebridge in providing the Service; "Service(s)" means the Hirebridge's online services identified during the ordering process, developed, operated, and maintained by Hirebridge or offline products and services provided to you by Hirebridge, to which you are being granted access under this Agreement, including the Hirebridge Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Hirebridge at your request).

Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@hirebridge.com

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