Effective date of Jan 1st 2023
JARVI- MASTER SUBSCRIPTION AND LICENSE AGREEMENT (“MSLA”)
By executing the Service Order that references this Master Subscription and License Agreement (“MSLA” and together with the Service Order and all references incorporated into this MSLA, this “Agreement”), effective on the date set forth in the Service Order (the “Effective Date”), Hire365, LLC aka “Jarvi”, a Florida limited liability company (“Hire365 / Jarvi”) and the person or entity identified in the Service Order as the customer (“Customer”) acknowledge and agree that these binding standard terms and conditions apply. Hire365 and Customer are referred to herein, individually as a “Party,” and collectively as the “Parties.”
Capitalized terms shall have the meanings provided in this section or as specified in the body of this Agreement.
“Applicable Laws” means all applicable federal, state, and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, or other duly authorized actions of any governmental authority with competent jurisdiction.
“Authorized User” means an individual who is authorized by Customer to use the Jarvi Platform in accordance with this Agreement. The rights of any Authorized User to use the Jarvi Platform cannot be shared or used by more than one individual (unless such right is reassigned in its entirety to another Authorized User).
“Customer Data” means any data, videos, files, text, graphics, images, information, or other materials of any kind that Customer transmits to, uploads to, transfers to, processes on, stores in, or causes to interface with, the Jarvi Platform, or used by Customer or Customer’s Authorized Users in connection with the Jarvi Platform.
“Jarvi Platform” means the Jarvi Software and related services, including without limitation, the online, web-based applications, and technology platform provided by Hire365 and as improved and updated by Hire365 from time to time.
“Service Order” means the service order(s) accepted or executed by Customer from time to time that identifies the items ordered by Customer from Hire365 and sets forth the number of initial Authorized Users purchased, the Subscription Period, applicable Fees, and other relevant terms and conditions. Each Service Order that expressly refers to this Agreement will form part of this Agreement and will be subject to the terms and conditions contained herein.
“Jarvi Software” means the applicable Jarvi Technology services listed on the Service Order.
“Jarvi Technology” means all of Hire365’s proprietary technologies, including but not limited to software, applications, computer programs, source code, object code, algorithms, systems, processes, methods, formatting, designs, patents, or other technology, whether or not patentable, copyrightable or otherwise subject to intellectual property protection, whether now in existence or hereinafter devised, including any and all modifications, reconfigurations, and enhancements thereto.
2. Jarvi PLATFORM.
2.1. Ownership. Hire365 and its licensors reserve sole and exclusive ownership of all right, title, and interest in and to the Jarvi Platform, including all copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary rights embodied therein.
2.2. Limited License. Hire365 grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the Subscription Period to access and use the Jarvi Platform via Hire365’s cloud-based services (subject to Customer having a valid Account as described below), solely for Customer’s internal business purposes, subject to and in accordance with this Agreement. Customer’s access and use of the Jarvi Platform is expressly limited to the number of Authorized Users set forth in the applicable Service Order or subsequently modified in Customer’s Account in accordance with this Agreement. Hire365 and its licensors reserve all rights, title, and interest in and to the Jarvi Platform not expressly granted to Customer under this Agreement.
2.3. Restrictions; Prohibited Uses. Customer acknowledges that the Jarvi Platform contains trade secrets of Hire365 and its licensors, and Customer agrees not to access or use the Jarvi Platform in any manner inconsistent with Hire365’s proprietary rights. Customer will not, and agrees not to, (a) use, or permit the use of, the Jarvi Platform except as expressly authorized under this Agreement, (b) interfere with or disrupt the integrity or performance of the Jarvi Platform or any third party application or third party data or content contained therein, (c) reverse engineer, decompile, disassemble, decrypt, or otherwise tamper with the Jarvi Platform; (d) derive the trade secrets, source code, object code, algorithms, or such other code (in the form in which it is customarily read and edited) of the Jarvi Platform; (e) defeat, avoid, by-pass, remove, disable, deactivate or otherwise circumvent any software protection mechanisms, restrictions on access, or any other features or functionalities of the Jarvi Platform; (f) gain unauthorized access to the Jarvi Platform; (g) disseminate viruses, adware, spyware, worms, or other malicious code in or through the Jarvi Platform; (h) overload, flood, spam, or otherwise create an undue burden on the Jarvi Platform infrastructure; (i) reproduce, copy, modify, adapt, translate, emulate, or create derivative works of the Jarvi Platform; (j) distribute, sell, sublicense, or otherwise transfer or provide access to the Jarvi Platform; (k) access the Jarvi Platform for the purpose of building a similar or competitive product or service; (l) monitor availability, performance, or functionality of the Jarvi Platform for any benchmarking or competitive purposes; (m) remove, alter, or obscure any proprietary or intellectual property rights notices or marks appearing on the Jarvi Platform; (n) use the Jarvi Platform in any manner that is unlawful, in violation of any third party rights, or in violation of this Agreement; or (o) attempt to do any of the foregoing acts or assist or permit any third party to do any of the foregoing acts.
2.4. Feedback and Derivative Works. Customer is not required to provide (a) any suggestions, comments, requests, recommendations, or other feedback (“Feedback”) or (b) any ideas, technology, developments, derivative works, or other intellectual property (“Derivative Works”) related to the Jarvi Platform or any test features, services, or products to which Customer is given access. If Customer provides any Feedback or Derivative Works to Hire365, Customer grants Hire365 a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use (or not use), or incorporate into the Jarvi Platform, any Feedback or Derivative Works without compensation to Customer and without implying or creating any interest on Customer’s part in the Jarvi Platform that may be based on such Feedback. Customer may only create Derivative Works relating to the Jarvi Platform or any test features, services, or products to which Customer is given access, with prior written consent from Hire365.
2.5. Third Party Applications. Hire365 may offer Customer the ability to use third party applications in combination with the Jarvi Platform. In connection with any such third party application used by Customer, Customer acknowledges and agrees that Hire365 may allow such third party application service providers access to Customer Data as required for the interoperation of such third-party application with the Jarvi Platform. The use of a third party application with the Jarvi Platform may also require Customer to agree to a separate agreement or terms and conditions with the applicable third party application service providers, which will govern Customer’s use of such third party applications. Other than third party services provided by Hire365 as necessary to facilitate the provision of the Jarvi Platform, Hire365 shall have no liability for any claims, losses, or damages arising out of or in connection with Customer’s or Customer’s Authorized Users’ use of any third party applications that are accessed from or used in combination with the Jarvi Platform.
2.6. Customer Account. In order to access and use the Jarvi Platform, Customer will need to register and create an account (“Account”). Customer’s Account includes all individual Authorized Users’ Accounts. Customer agrees to provide accurate, current, and complete information necessary for the registration of Customer’s Account. Hire365 reserves the right to suspend or terminate Customer’s Account or any individual Authorized User’s Account, if any information provided during the registration process or thereafter is or becomes inaccurate, false, or misleading. Customer is responsible for maintaining the confidentiality of Customer’s Account, including all usernames and passwords assigned to or created by its Authorized Users, and agrees to notify Hire365 if any of the passwords are lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. Hire365 shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided by Customer to Hire365 in connection with the Jarvi Platform.
2.7. Customer Responsibilities. Customer acknowledges and agrees that (a) Customer is solely responsible for all activity that occurs under Customer’s Account, including its Authorized Users’ activities on the Jarvi Platform, (b) Customer is solely responsible for Customer Data (other than with respect to the Hire365 obligations in this Agreement), (c) Customer will obtain and maintain at all times all necessary consents, agreements, and approvals from individuals or any other third parties for all actual or intended uses of information, data, or other content Customer will use in connection with the Jarvi Platform, (d) Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Jarvi Platform and notify Hire365 promptly of any known unauthorized access or use, and (e) Customer will use the Jarvi Platform only in accordance with Applicable Laws. Customer further acknowledges and agrees that Hire365 is not required to monitor or police communications or data transmitted through the Jarvi Platform and that Hire365 will not be responsible for the practices or content of any such communications or transmissions.
2.8. Third Party Administrator. Customer hereby authorizes Hire365 to grant limited access to Customer’s Account on the Jarvi Platform, including Authorized User Accounts and Customer Data, to a designated third party administrator (“Third Party Administrator”), as applicable, for onboarding, configuration, administration, management, and support services (“Account Administration”). Third Party Administrator will be bound by a written confidentiality agreement with obligations at least as restrictive as those set forth herein and shall only access Customer’s Account on a need to know basis and keep confidential all Customer Data. Third Party Administrator will not use or disclose Customer Data for any purpose other than Account Administration and shall keep secure and protect Customer Data from unauthorized access, use, or disclosure. Hire365 shall be responsible for any breach of this Agreement by a Third Party Administrator.
2.9. No Dependence on Future Functionality. Customer agrees that Customer is not entering into this Agreement in reliance upon or contingent on the provision of any functionality not currently provided as part of the Jarvi Platform unless expressly stated in a Service Order and no statement or other information made or provided orally or otherwise shall be binding unless specifically set forth in a Service Order.
2.10 Recordings. Individual customers are prohibited from creating their recordings of Video Interviews. Jarvi employs reasonable measures to prevent any unauthorized recording of Video Interviews.
2.11 Use of content. Given that you will be using Jarvi Services for employment-related purposes, you agree not to use any content or information obtained in violation of any applicable laws.
3.0 Video Content and Services. Jarvi provides its customers with various video options and tools to use with the Jarvi Services. If you use your webcam and microphone through Jarvi Services for audio and video communications, you authorize Jarvi to allow others to see and hear you through the audio and video obtained through these devices. You also authorize Jarvi to record and store such information on its servers in your account.
3.1 Any individuals to whom you display such content will be able to hear and see such content.
3.2 If Jarvi receives a subpoena for content associated with your account, it shall provide you with notice and an opportunity to object to any disclosure.
3.3 Jarvi may add additional types of video content from time to time.
3.4 By submitting your customer content to an employer customer, staffing customer, or any other Jarvi customer, you provide them with your consent to view and use the submitted content for purposes related to the Jarvi Services.
4.1 Jarvi is not responsible for any false, defamatory, libelous, or slanderous content posted by its customers. If you believe any content violates your rights or those of a third party, please contact Jarvi via legal@Jarvi.io.
5.0 Copyright Jarvi will own and retain all copyrights to the content it creates, known as “Jarvi Content.” Jarvi may use third-party content, but the copyright for such content remains with the owner of that content.
5.1 You will own and retain all interest in your video content, but you may only download Video Interviews if you purchase an annual subscription. If you do not have an annual subscription, you can access your Video Interviews, but cannot download them to your computer. If you cancel or terminate your account, any video content associated with your account may be destroyed. The copyright for customer content will remain with the owner of that content.
6.0 DMCA Policy: Jarvi recognizes the importance of protecting the intellectual property rights of others and prohibits the upload, posting, or transmission of any materials that infringe upon another party’s intellectual property rights through its services. When notified of any alleged copyright infringement, Jarvi promptly removes or disables access to the infringing material and terminates the associated accounts in accordance with the Digital Millennium Copyright Act (“DMCA”).
6.1 If you believe that any material on Jarvi’s services infringes upon your copyright, you may send a written notification of alleged copyright infringement to our designated DMCA Agent, identified below. Your notification must include specific information as set forth in the DMCA, including the identification of the copyrighted work or intellectual property, the location of the infringing material, and a statement of good faith belief that the use is not authorized by the copyright owner, among other information.
6.2 You may send your Notification of Alleged Copyright Infringement to our designated DMCA Agent by mail or email at the address below:
Hire 365, LLC/Jarvi
134 Three Degree Rd Pittsburgh, Pennsylvania 15237 Attention: NOTICES
6.3 Jarvi reserves the right to terminate any member who is deemed a repeat infringer, and may limit access to its services and terminate the use thereof by anyone who infringes upon the intellectual property rights of others.
7.0 No Guarantees of Employment Jarvi is not an employment agency. It does not make any representations about the qualifications of any individual, entity or employer. Jarvi makes no guarantees or representations
9. CUSTOMER DATA.
9.1. Ownership; Limited License. As between Customer and Hire365, Customer retains ownership of all rights, title, and interest in and to all Customer Data, including all copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary rights embodied therein. Customer (on behalf of itself and all of its Authorized Users) grants Hire365 a non-exclusive, non-transferable, non-sublicensable (except as needed for the provision of Jarvi Platform), worldwide, royalty free, limited license to access, use, copy, reproduce, process, adapt, distribute, publish, transmit, export, and display Customer solely in connection with Customer’s use of the Jarvi Platform and Hire365’s provision of the Jarvi Platform to Customer. Customer reserves all rights, title, and interest in and to Customer Data not expressly granted to Hire365 under this Agreement.
9.2. Protection of Customer Data. Hire365 will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security and confidentiality of Customer Data. Notwithstanding the foregoing, Customer consents to Hire365’s internal access, collection, transmission, storage, copying, processing, analysis and use of Customer Data (a) in order to provide to Customer the Jarvi Platform and to monitor compliance with this Agreement, (b) for Account Administration, (c) to prevent or address service or technical problems in connection with support matters, (d) as expressly permitted in writing by Customer, and (e) in anonymized, de-identified, or aggregated format without any personally identifiable information. Hire365 owns and maintains the right, title, and interest in and to any data or information regarding the use or optimization of the use of the Jarvi Platform, so long as such data does not include Customer Data.
9.3. Data Retention. Hire365 will follow its internal archival procedures for Customer Data, including regular backups of all Customer Data. In the event of any loss or corruption of Customer Data, Hire365 will use commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Hire365. Hire365 shall not be responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of Customer Data caused by Customer or any third party. Hire365 may retain (a) all candidate video data for (30) days after the date of creation. (b) All other Customer Data for the Subscription Period and thirty (30) days after the date of termination or expiration of this Agreement. Hire365 may promptly delete or destroy all Customer Data after the retention period has expired, unless required by Applicable Laws to retain any data or information for a longer period.
9.4. Exporting Customer Data. If Customer is in material compliance with this Agreement, during the Subscription Period and for thirty (30) days after the date of termination or expiration of this Agreement, Customer may request its Customer Data used in connection with the Jarvi Platform in Hire365’s standard (.csv) format. Custom exports of Customer Data may incur additional Fees. Hire365 will not export Customer Data unless any additional Fees are paid in advance. After the termination or expiration of this Agreement (and the applicable waiting period), Hire365 will have no obligation to maintain or make available any Customer Data and may thereafter, unless legally prohibited, delete or make permanently unreadable all Customer Data in Hire365 systems or otherwise in Hire365 possession, custody, or control.
9.5. Security Event. Hire365 will promptly inform Customer of any known or reasonably suspected security breach or unauthorized disclosure of Customer Data or Customer’s Confidential Information (“Security Event”). If there is a Security Event, Hire365 shall (a) take all reasonable steps to mitigate any potential damages, and (b) promptly respond to reasonable security-related inquiries from Customer and take all reasonable steps to identify, investigate, and resolve applicable security issues on a timely basis commensurate with the level of risk involved.
9.7. International Privacy and Data Protection. In the event Customer or any Customer Data is sourced from the European Union (“EU”) or another jurisdiction outside of the United States, Customer must notify Hire365 in writing, and the parties will agree to a Data Processing Addendum with additional provisions relating to privacy and data protection as required by Applicable Laws, which will be incorporated into and made a part of this Agreement.
10. MAINTENANCE AND SUPPORT.
10.1. Service Level Agreement. Hire365 will provide Customer with maintenance and support services for the Jarvi Platform in accordance with and subject to the service level agreement located at https://www.Jarvi.com/sla/ (“SLA”), which is hereby incorporated into and made a part of this Agreement.
10.2. Limitations. Hire365 will have no obligation of any kind to provide support of any kind for problems in the operation or performance of the Jarvi Platform to the extent caused by any of the following: (a) non-Hire365 software or hardware or use of the Jarvi Platform in conjunction therewith (other than third party software provided by Hire365 as necessary to facilitate the provision of the Jarvi Platform); or (b) Customer’s use of the Jarvi Platform other than as authorized in this Agreement. If Hire365 determines that it is necessary to perform maintenance services for a problem in the operation or performance of the Jarvi Platform that is caused by either of the above problems, then Hire365 will notify Customer and have the right to invoice Customer for all such maintenance services performed by Hire365 and approved in advance by Customer.
11. TERM AND TERMINATION.
11.1. Subscription Period; Automatic Renewal. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with this Agreement, will remain in force and effect until the completion of the Service Order Term Length (e.g., one month, one quarter, or one year) set forth in the applicable Service Order (the “Initial Subscription Period”). Thereafter, this Agreement will automatically renew on a monthly, quarterly, or annual basis (the “Renewal Date”) depending on the Service Order Term Length chosen by Customer when subscribing to the Jarvi Platform. The Initial Subscription Period and any subsequent renewal term(s) are individually and collectively referred to as the “Subscription Period.” The pricing and related terms applicable during any renewed Subscription Period will be the applicable rates then in effect on the Renewal Date or as otherwise set forth in a new Service Order.
11.2. Minimum Term. By subscribing to the Jarvi Platform, Customer acknowledges and agrees to be bound to a minimum Subscription Period of at least (a) the Initial Subscription Period if subscribed on a quarterly or annual basis, or (b) two (2) months if subscribed on a monthly basis.
11.3. Suspension. Except with respect to any Fees disputed in writing in good faith by Customer, if any Fees are seven (7) or more days overdue, Hire365 may, without limiting Hire365’s other rights and remedies, suspend Customer’s access to and use of the Jarvi Platform until such amounts are paid in full. Hire365 may immediately suspend Customer’s access to and use of the Jarvi Platform at any time without notice as Hire365, in its sole discretion, if Customer fails to comply with this Agreement, if Customer’s use poses a security risk or could subject Hire365 or any third party to liability, or to prevent, investigate, or otherwise address any suspected misuse of the Jarvi Platform.
11.4. Termination. Either Party may terminate this Agreement if the other Party: (a) is in material breach of this Agreement and fails to cure such breach within ten (10) days following written notice by the non-breaching Party (including details sufficient to identify the material breach) or (b) ceases its business operations or becomes subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors and such proceedings are not dismissed within sixty (60) days. Hire365 may terminate this Agreement for any reason at any time by providing Customer at least thirty (30) days prior written notice. Customer may only cancel its subscription to the Jarvi Platform by notifying Hire365 at billing@Jarvi.com or via Customer’s Account at https://app.jarvi.io at least thirty (30) days prior to the Renewal Date. Upon timely notice of cancellation, termination of this Agreement will be effective at the expiration of Subscription Period then in effect. No Customer cancellations are permitted during the applicable Subscription Period.
11.5. Effect of Termination. Upon expiration or termination of this Agreement, Hire365 may immediately deactivate Customer’s Account and terminate Customer’s access to and use of the Jarvi Platform; provided, however, that in no event shall any such deactivation relieve Customer of any obligation to pay Fees accrued or payable to Hire365 or of any liability pertaining to Customer’s use of the Jarvi Platform prior to such expiration or termination.
11.6. Survival. Sections 2.1, 2.4, 3.1, 3.3, 5.6, 6.6, 6.9, 7, 8, 9, 10, 14.3, 14.4, and 15 of this Agreement, as well as any other terms of this Agreement that expressly extend or by their nature should extend beyond termination of this Agreement, will survive and continue in full force and effect after any termination of this Agreement.
12. FEES AND PAYMENT.
12.1. Fees. By subscribing to the Jarvi Platform, Customer agrees to pay Hire365 all User Fees, Usage Fees, and any other fees and costs charged to Customer’s Account during the applicable Subscription Period (collectively, “Fees”). All invoices and payments must be made in United States Dollars. All Fees are non-refundable.
12.2. Calculation of Fees. The Jarvi Platform is provided on a subscription basis with Fees calculated based on the total number of Authorized Users (“User Fees”) and Fees calculated based on the Customer’s Account activity and usage of certain features of the Jarvi Platform (“Usage Fees”). Additional Fees may include certain one-time set up Fees, paid customer service Fees, and such other Fees as may be set forth in the applicable Service Order. Customer is responsible for and obligated to pay for all Fees incurred on Customer’s Account. Hire365 reserves the right to revise Fees associated with the Jarvi Platform at any time upon not less than thirty (30) days prior notice to Customer, with such revised Fees to be applied to Customer upon Customer’s next monthly, quarterly, or annual Subscription Period (as the case may be) and with respect to any additional Authorized Users added to Customer’s Account during the then current monthly, quarterly, or annual Subscription Period.
12.3. User Adjustments.
(a) Additional Users. Customer may subscribe to additional Authorized Users at https://app.jarvi.io. Customer shall pay an additional monthly User Fees per Authorized User per month for each additional Authorized User over the number of Authorized Users set forth in the applicable Service Order. Such additional Authorized Users added prior to the monthly billing date will be billed a prorated amount based on the remaining days of the billing period for the first month and thereafter shall be incorporated into the total number of Authorized Users for the remaining duration of the then-current and applicable renewal Subscription Period, except for the Variance or Seasonal Users, unless Customer gives prior written notice to change the number of Authorized Users at least thirty (30) days prior to the Renewal Date.
(b) User Variance. Customer cannot decrease the number of Authorized Users below the number of Authorized Users set forth in the applicable Service Order (the “Minimum Authorized Users”) and will be subject to the total amount of User Fees for the Minimum Authorized Users for the duration of the Subscription Period. If Customer has increased the number of Authorized Users during the Subscription Period, then Customer may decrease the number of Authorized Users during the Subscription Period up to 20% less than the highest number of Authorized Users licensed during the Subscription Period but in no event less than the Minimum Authorized Users (e.g. if the number of Authorized Users increases from 50 Authorized Users to 100 Authorized Users during the Term, Customer is permitted to decrease the number of Authorized Users but not below 80 Authorized Users (a 20% total decrease from the highest number of 100 Authorized Users) for the remainder of the Subscription Period) (the “Variance”). Notwithstanding the foregoing, Customer may add temporary seasonal Authorized Users (“Seasonal Users”) that will be month to month without changing the number of Authorized Users affecting the Variance upon prior written approval by Hire365. Customer may request the addition of Seasonal Users by emailing its Account Manager with the names and emails of the temporary Seasonal Users.
12.4. Payment. Hire365 will issue invoices on a monthly basis in accordance with the Service Order. Generally, User Fees for the next month will be charged in advance, and any Usage Fees incurred during the prior month will be charged in arrears on the next billing cycle. Hire365 will, and Customer authorizes Hire365 to, automatically charge Customer’s selected Payment Method for all Fees when due. All payment obligations are non-cancelable.
12.5. Payment Method. Customer must provide a payment method during the sign-up process at https://app.jarvi.io (Customer’s “Payment Method”). By providing Customer’s Payment Method information (e.g., credit card information or bank account information), Customer expressly authorizes Hire365 to charge Customer for all Fees incurred in connection with this Agreement. Hire365 uses a third party service provider that specializes in payment processing (“Payment Processor”). Customer will provide its Payment Method information directly to the Payment Processor, who stores and maintains Customer’s Payment Method in accordance with accepted security protocols, subject to the Payment Processor’s security and privacy policies. Hire365 does not keep or store Customer’s Payment Method information. Hire365 periodically communicates with the Payment Processor to request the processing of charges for the Fees in accordance with this Agreement. The Payment Processor then attempts to process the charges and, if successful, deposits the proceeds into Hire365’s account. Customer is solely responsible for any overdraft or other bank fees charged to Customer’s Payment Method. Customer is required to keep its Payment Method information current, complete, and accurate (such as a change in billing address, credit/debit card number, expiration date, etc.).
12.6. Taxes. The Fees do not include federal, state, local, and foreign taxes, levies, duties, or other similar assessments of any nature (collectively, “Taxes”). Customer is solely responsible for all Taxes assessed by any governmental authority associated with Customer’s purchases and the transactions contemplated by this Agreement, except for Taxes based on Hire365’s net income. Hire365 may charge Customer for such Taxes. Customer agrees to timely pay such Taxes and, upon request, provide Hire365 with documentation showing the payment or additional evidence that Hire365 may reasonably require. The name and address in Customer’s Account will be used for tax purposes, so Customer must keep this information accurate and up to date.
12.7. Overdue Fees. If Customer’s Payment Method is rejected or any Fees are not received from Customer by the due date, then at Hire365’s discretion, such Fees may accrue interest equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowable under Applicable Laws, compounded monthly, from the due date until paid. Hire365 shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, in-house counsel costs, expenses and costs) incurred in attempting to collect payment from Customer.
12.8. Payment Disputes. If an invoiced amount is disputed in good faith by Customer, Customer must notify Hire365 in writing and provide reasonably detailed support of any invoice dispute within seven (7) days of Customer’s receipt of such invoice. If Customer fails to do so, Customer is deemed to have waived its right to dispute that invoice and the invoice will be deemed accurate and valid. Nothing in this section shall be deemed to waive Customer’s obligation to timely pay any undisputed amounts due.
12.9. Audit Rights. Hire365 (or its authorized representatives) will have the right to examine, review, and audit Customer’s compliance with this Agreement at any time during the Subscription Period and for a period of one (1) year thereafter. Customer shall cooperate following any reasonable request by Hire365 in connection with such audit. If Hire365 determines that Customer has allowed access to the Jarvi Platform other than as permitted under this Agreement or has otherwise violated this Agreement, and as a result additional Fees are owed to Hire365, Hire365 shall invoice Customer for such discrepancies and such Fees shall be payable pursuant to this Agreement. The results of any audit shall not limit any other rights or remedies of Hire365.
13.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Discloser”) to the other Party (“Recipient”), 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. Without limiting the generality of the foregoing, Customer’s Confidential Information includes Customer Data; Hire365’s Confidential Information includes the Jarvi Platform and STC Technology; and the Confidential Information of each Party includes, but is not limited to, non-public business and marketing plans, technology and technical information, product plans and designs, financial or economic data, and business methods and processes. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to Discloser, (b) was known to Recipient prior to its disclosure by Discloser without breach of any obligation owed to Discloser, (c) is received from a third party without any obligation of confidentiality, or (d) was independently developed by Recipient without reference to or use of Discloser’s Confidential Information.
13.2. Ownership of Confidential Information. Discloser shall retain all right, title, and interest in and to its Confidential Information. Neither the execution and delivery of this Agreement, nor the furnishing of any Confidential Information shall be construed as granting to Recipient either expressly, by implication, estoppel, or otherwise, any license under any intellectual property or proprietary rights now or hereafter owned or controlled by Discloser, nor any right to use, copy, sell, develop, or exploit the Confidential Information made available to Recipient, except to fulfill the purpose of this Agreement.
13.3. Protection of Confidential Information. Except as otherwise permitted in writing by Discloser, Recipient will (a) use Discloser’s Confidential Information only for the purposes of this Agreement and will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), and (b) Recipient will limit access to Confidential Information of Discloser to those of its employees, representatives, agents, contractors and subcontractors (“Representatives”) who have a need to know such Confidential Information for purposes consistent with this Agreement and are bound by confidentiality obligations with Recipient that are at least as restrictive as those contained herein. Recipient may also disclose Confidential Information in any due diligence of Recipient in connection with a merger, acquisition, sale of all or substantially all of such Party’s assets or substantially similar transaction, provided that such disclosure is made pursuant to a written confidentiality agreement with terms that are at least as restrictive as those contained herein. Notwithstanding anything to the contrary, Recipient may not disclose Discloser’s Confidential Information, in any event, to any competitor of Discloser without Discloser’s prior written consent. If Recipient becomes aware of, or has reasonable grounds to suspect, any unauthorized disclosure of Discloser’s Confidential Information, Recipient shall immediately notify Discloser in writing.
13.4. Compelled Disclosure. Recipient may disclose Disclosure’s Confidential Information to the extent required or compelled by Applicable Laws to do so, provided that (a) Recipient gives Discloser prior written notice of such compelled disclosure (unless notice is prohibited by Applicable Laws) and reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure, and (b) if Recipient is compelled by Applicable Laws to disclose Discloser’s Confidential Information, Recipient shall furnish only that portion of Discloser’s Confidential Information which is legally required to be disclosed and shall exercise its commercially reasonable efforts to obtain assurances that the Confidential Information will be treated in confidence or cooperate with Discloser to compile and provide secure access to such Confidential Information.
13.5. Equitable Relief. Recipient acknowledges that the remedy at law for breach of confidentiality under this Agreement may be inadequate and that, in addition to any other remedy Discloser may have, Discloser will be entitled to seek equitable relief, including without limitation, temporary restraining orders or preliminary or permanent injunctions (without the requirement of posting a bond or other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of confidentiality by Recipient or any of its Representatives and to enforce this Agreement in addition to any other remedy to which Discloser is entitled at law or in equity.
13.5. Return of Confidential Information. Recipient must return or destroy (in Discloser’s sole discretion and direction) any Confidential Information disclosed to it and all copies thereof, promptly within ten (10) days following Discloser’s written demand for the return or destruction of its Confidential Information.
14. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE Jarvi PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Hire365 EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEAL OR USAGE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. Hire365 MAKES NO WARRANTY THAT THE Jarvi PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, THAT ITS PERFORMANCE OR RESULTS ARE GUARANTEED, OR THAT IT WILL UNINTERRUPTED, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Hire365 OR ANY SOURCE, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT THE Jarvi PLATFORM FEATURES THAT INTEROPERATE WITH THIRD PARTY APPLICATIONS DEPEND ON THE CONTINUING AVAILABILITY OF THOSE THIRD PARTY APPLICATIONS’ APPLICATION PROGRAMMING INTERFACE (“API”), AND THE Jarvi PLATFORM MAY BE IMPACTED, INTERRUPTED, OR MAY CEASE IF ANY THIRD PARTY APPLICATION CEASES TO MAKE ITS API AVAILABLE AT ALL OR ON REASONABLE TERMS OR IF ANY THIRD PARTY APPLICATION EXPERIENCES AN OUTAGE, MALFUNCTIONS, OR CHANGES THEIR SERVICES, PRACTICES, OR FUNCTIONALITY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Hire365 OR ANY SOURCE, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE AGREEMENT.
15.1. Indemnification by Customer. Customer will defend, indemnify, and hold harmless Hire365 and its parents, subsidiaries, affiliates and its and their directors, officers, employees, agents, successors and assigns (“Hire365 Indemnified Parties”), from and against any third party claims, disputes, demands, actions, suits, proceedings, losses, damages, and other liabilities, costs and expenses (including reasonable attorneys’ fees), arising out of or related to (a) Customer’s material breach of this Agreement, (b) Customer’s access to or use of the Jarvi Platform other than in accordance with this Agreement and Applicable Laws, or (c) Customer Data, as provided to Hire365 or from Hire365’s permitted use of such Customer Data, infringement or misappropriation of the rights of any third party, including but not limited to intellectual property rights. This section states Customer’s sole liability with respect to, and the Hire365 Indemnified Parties’ exclusive remedy against Customer for, any such claims.
15.2. Indemnification by Hire365. Hire365 will defend, indemnify, and hold harmless Customer and its parents, subsidiaries, affiliates and its and their directors, officers, employees, agents, successors and assigns (“Customer Indemnified Parties”), from and against any third party claims, disputes, demands, losses, damages, and other liabilities, costs and expenses (including reasonable attorneys’ fees), arising out of or related to (a) Hire365’s material breach of this Agreement, or (b) the Jarvi Platform, as provided by under this Agreement and used in accordance with this Agreement, infringement or misappropriation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Hire365 has no obligation to indemnify a claim if it arises from: (i) Customer Data, (ii) Customer’s unauthorized modification or use of the Jarvi Platform, (iii) Hire365’s compliance with any design or specifications provided by Customer, or (iv) otherwise relating to Customer’s acts or omissions not in accordance with, or in breach of, the terms of this Agreement or Applicable Laws. If use of the Jarvi Platform is, or in Hire365’s reasonable opinion is likely to be, the subject of an infringement claim, then Hire365 may, at its sole option and expense: (x) obtain the right for Customer to continue using the Jarvi Platform; (y) provide a non-infringing functionally equivalent replacement; or (z) modify the Jarvi Platform so that it is no longer infringing while maintaining substantially equivalent functionality. If Hire365, in its sole and reasonable judgment, determines that none of the foregoing options are commercially reasonable, then Hire365 may suspend or terminate this Agreement, in which case Hire365’s sole liability (in addition to its indemnification obligations above) will be to provide Customer with a prorated refund of prepaid but unused fees applicable to the remaining portion of Customer’s current Subscription Period. This section states Hire365’s sole liability with respect to, and the Customer Indemnified Parties’ exclusive remedy against Hire365 for, any such claims.
15.3. Indemnification Procedures. The Party seeking indemnification (“Indemnified Party”) must provide prompt written notice to the other Party (“Indemnifying Party”) concerning the existence of and indemnifiable claim and provide Indemnifying Party with all documents, information, and assistance reasonably requested and fully cooperate with Indemnifying Party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a Party’s right to indemnification and shall affect Indemnifying Party’s obligations under this Agreement only to the extent that Indemnifying Party’s rights are materially prejudiced by such failure or delay. Indemnifying Party shall have full control and authority over the defense of any claim; provided, however, that any settlement requiring Indemnified Party to admit liability or make any financial payment shall require Indemnified Party’s prior written consent, not to be unreasonably withheld or delayed. Indemnified Party shall have the right to participate fully, at its own expense, in the defense of such claims.
16. LIMITATION OF LIABILITY. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY AND HOWEVER CAUSED, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER OR NOT SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMER’S ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE Jarvi PLATFORM EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
17. ACCEPTABLE USE.
17.1. Compliance with Applicable Laws. Customer, at its own expense, agrees to comply with, and will be solely responsible for ensuring its Authorized Users and Representatives compliance with, all Applicable Laws. Customer agrees to furnish Hire365 with any information required to enable Hire365 to comply with any Applicable Laws related to this Agreement.
17.2. Acceptable Use Policy. By accessing or using the Jarvi Platform, Customer acknowledges that Customer has read, understands, and agrees to be bound Hire365’s acceptable use policy located at https://www.Jarvi.com/acceptable-use/ (“Acceptable Use Policy”), which is hereby incorporated into and made a part of this Agreement.
17.3. Violations by Customer. If Hire365 determines, in its sole discretion, that Customer’s actions or omissions in connection with its access to or use of the Jarvi Platform violates the Acceptable Use Policy or any Applicable Laws, Hire365 may suspend Customer’s access to the Jarvi Platform until Hire365 is reasonably satisfied that the violation is cured or terminate this Agreement in accordance with this Agreement.
18. EXPORT COMPLIANCE. The Jarvi Platform may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of its Authorized Users are named on any U.S. government denied-party list. Customer and its Authorized Users will not access or use the Jarvi Platform in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Customer and its Authorized Users will not use the Jarvi Platform to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. without first complying with all export control laws and regulations that may be imposed by the U.S. government and any country or organization of nations within whose jurisdiction Customer operates or does business.
19. USE OUTSIDE OF THE UNITED STATES. The Jarvi Platform is controlled and operated by Hire365 from its offices in the United States. Except as explicitly set forth herein (and in the Data Processing Agreement if such agreement is entered into by the parties), Hire365 makes no representations that the Jarvi Platform is appropriate for use in other jurisdictions. Those who access or use the Jarvi Platform from other jurisdictions do so at their own risk and are responsible for compliance with Applicable Laws.
20. FREE TRIALS.
20.1. Trial Period; Termination. Customer may have access to and use of the Jarvi Platform for a free trial period (the “Trial Period”) as set forth in the applicable Service Order (collectively, the “Free Trial”). If Customer does not provide a Payment Method and pay the initial Fees before the expiration of the Trial Period, Hire365 may immediately suspend access to the Jarvi Platform, close Customer’s Account, and permanently delete any Customer Data. Hire365 reserves the right to suspend or terminate Customer’s Account at any time for any reason during the Trial Period.
20.2. Restricted Use. The Free Trial version of the Jarvi Platform may have limited functionality or certain restrictions on Customer’s use at Hire365’s sole discretion.
20.3. Disclaimer. CUSTOMER ACKNOWLEDGES THAT ITS PARTICIPTION IN THE FREE TRIAL OF THE Jarvi PLATFORM IS AT CUSTOMER’S OWN RISK.
20.4. Limitation of Liability. Hire365’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO CUSTOMER’S ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE FREE TRIAL VERSION OF THE Jarvi PLATFORM DURING THE TRIAL PERIOD SHALL NOT EXCEED $100.00 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.
21. GENERAL PROVISIONS.
21.1. Governing Law; Venue; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to its conflicts of laws principles. If for any reason an action proceeds in court rather than in arbitration, it must be brought exclusively in a state or federal court of competent jurisdiction located in Allegheny county, PA, and each Party irrevocably consents to the exclusive personal jurisdiction and venue therein. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT.
21.2. Mandatory Arbitration; Class Action Waiver. The Parties will use reasonable efforts to resolve any dispute between them in good faith prior to initiating legal action. Except for actions (i) to protect a Party’s intellectual property, or (ii) to enforce an arbitrator’s decision hereunder, Any dispute, CLAIM, or controversy arising out of or related to this Agreement must be submitted to and resolved exclusively by confidential binding arbitration before a single neutral arbitrator administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) in accordance with its then-prevailing Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). If the Parties cannot agree upon selection of an arbitrator, then the Parties agree that JAMS will appoint an arbitrator experienced in the enterprise software industry. Arbitration will be conducted in English. The location of arbitration will be Los Angeles County, California, unless otherwise agreed by the Parties. Each Party agrees that the arbitration will be conducted in its individual capacity only and not as a class, consolidateD, or other representative action. Each Party expressly waives its right to file a class action or seek relief on a class basis, and no arbitrator may consolidate more than one person or entity’s claims or otherwise preside over any form of a representative or class proceeding, unless otherwise agreed by the Parties. Arbitration may be initiated by any Party by giving to the other Party written notice requesting arbitration, which notice shall also include a statement of the claims asserted and the facts upon which the claims are based. The arbitrator shall not have any power to alter, amend, modify, or change any of the terms or provisions of this Agreement. Except as prohibited in this Agreement, the arbitrator shall have the authority to award any remedy or relief otherwise available in a court of law. The arbitrator must provide detailed written findings of fact and conclusions of law in support of any award. Any arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Any Party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award. Except as may be required by law or to enforce an arbitration award, neither Party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. Notwithstanding the foregoing, either Party may, without waiving any remedy under this Agreement, seek equitable or injunctive relief as permitted by this Agreement or under Applicable Laws from any court of competent jurisdiction. The Parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.
21.3. Legal Notices. All notices required or permitted to be given under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) twenty-four (24) hours after having been sent via electronic mail or when receipt is acknowledged by the intended recipient, whichever is earlier; sent to the contacts and addresses set forth on the Service Order, or as designated from time to time in writing by the Parties.
21.4. Publicity. Customer agrees that Hire365 may use Customer’s name and logo in Hire365’s online customer list and in print and electronic marketing, publicity, and other promotional activities, subject to Hire365’s compliance with applicable trademark usage guidelines or other instructions provided by Customer in writing regarding the proper use of its marks. Customer shall not use Hire365’s name or trademarks for any purpose, except Customer’s disclosure that it is a Hire365 customer, without the prior written approval of Hire365.
21.5. Force Majeure. Neither Party will be in default for any delay or failure to perform any obligation under this Agreement or any Service Order, if such failure is caused solely by supervening conditions beyond the failing Party’s reasonable control, including without limitation civil disturbances, labor disputes, strikes, government actions, war, terrorism, failure of third party networks or services or the public Internet, power outages, fire, flood, acts of God, or other similar occurrences (each, a “Force Majeure Event”); provided that the Party affected by such Force Majeure Event (a) is without fault in causing such delay or failure, (b) notifies the other Party of the circumstances causing the Force Majeure Event, and (c) takes commercially reasonable steps to eliminate the delay or failure and resume performance as soon as practicable.
21.6. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has the authority to enter into any contract, incur any liability, make any representation, or otherwise act on behalf of the other Party, unless expressly agreed to in a writing signed by both Parties. Each Party is responsible for its respective Representatives, and the foregoing’s compliance with this Agreement.
21.7. Headings. The headings in this Agreement are for reference only and shall not affect the construction or interpretation of this Agreement.
21.8. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Without limiting the generality of the foregoing, a Customer’s Authorized Users are not third-party beneficiaries to Customer’s rights under this Agreement.
16.9. No Waivers. The failure or delay by either Party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of that or any other right or provision of this Agreement. The waiver of any such right or provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each Party.
21.10. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise of either Party of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or other rights and remedies available at law or in equity.
21.11. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, under present or future law, such provision will be modified by the court to the least degree necessary to remedy such invalidity, illegality, or unenforceability and interpreted so as best to accomplish the objectives of the original provision and original intent of the parties to the fullest extent permitted by law, and the remaining provisions of this Agreement will continue in full force and effect.
21.12. Assignment; Binding Effect. This Agreement is not transferable or assignable by either Party, whether in whole or in part, whether by operation of law or otherwise, for any purpose without the other Party’s prior written consent and any attempt to do so is void in each instance. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Service Orders), without consent of the other Party, to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of such Party’s assets or substantially similar transaction, provided, however, that Customer cannot assign this Agreement to a competitor or existing customer of Hire365 without Hire365’s prior written consent. This Agreement will bind and inure to the benefit of the Parties and their respective heirs, administrators, executors, successors, and permitted assigns.
16.13. Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered (including by electronic transmission), shall be deemed an original, and all of which together shall constitute one and the same document. The Parties agree to be legally bound to their electronic signatures and that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purpose of validity, enforceability, and admissibility.
21.14. Entire Agreement. This Agreement, including all attachments, exhibits, addendums, and any Service Orders related hereto, constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous discussions, representations, proposals, negotiations, understandings, and agreements between the Parties, whether written or oral, concerning this subject matter. To the extent of any conflict or inconsistency between the provisions of this Agreement and any Service Order, the terms of the Service Order will control. No terms or conditions stated in a purchase order or other documentation (excluding Service Orders) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
22. CHANGES TO THIS MSLA.
22.1. Prior Notice of Changes. Hire365 may update this MSLA from time to time by providing Customer with prior written notice of material updates at least thirty (30) days in advance of the effective date. Notice will be given in Customer’s Account portal or via an email to the email address owner of Customer’s Account. Except as otherwise specified by Hire365, updates will be effective upon the effective date indicated at the top of this MSLA. The updated version of this MSLA will supersede all prior versions.
22.2. Customer’s Acceptance. Following such notice of changes, Customer’s continued access or use of the Jarvi Platform on or after the effective date of the changes to the MSLA constitutes Customer’s acceptance of any updates. If Customer does not agree to any updates, Customer should stop using the Jarvi Platform.
22.3. Exceptions. Hire365 may not be able to provide at least thirty (30) days prior written notice of updates to this MSLA that result from changes in the Applicable Laws.
The Parties agree to the terms and conditions of this Agreement by acceptance of the Service Order.
ACKNOWLEDGMENT AND ACCEPTANCE: By executing this Agreement below, the customer acknowledges their understanding of and agreement to the terms and conditions herein.