TERMS OF SERVICE
These Terms of Service govern a customer’s acquisition and use of Employ, Inc. (together with its Affiliates as defined herein, “Employ”) software and/or services. On the date a customer executes an Order Form with Employ that references these Terms of Service or accepts these terms in connection with registering for use of Employ’s services (the “Effective Date”), a customer agrees to these Terms of Service and the applicable Order Form (together, the “Agreement”).
Customer represents that the individual executing the Order Form is entering into this Agreement on behalf of the entity identified on the Order Form (“Customer”) and that the individual executing the Order Form has authority to bind the Customer to this Agreement.
Employ’s direct competitors are prohibited from accessing the software and/or services provided by Lever, except with Employ’s prior express written consent. In addition, the software and services may not be accessed for the exclusive purpose of monitoring performance, or functionality, or for any other benchmarking or competitive purposes.
These Terms of Service were last updated February 19, 2025. Employ reserves the right to periodically modify these Terms of Service upon written notice to Customer, and such modification will become effective in the next service term. Archived versions of the Terms of Service are available here.
1. Access Grant.
1.1. Provision of Access. Subject to the terms and conditions of this Agreement, Employ will provide Customer with a non- exclusive, non-transferable, non-sublicensable right to access the software services and support described in the applicable Order Form and other products and services Employ may provide to the Customer in connection with the provision of software services (the “Services”) during the Service Term identified in the Order Form (“Service Term”), solely for Customer’s internal use and subject to the licensing limits identified on the Order Form or applicable Product Description located at https://employinc.com/product-description/. The Services are accepted upon delivery and will work in accordance with Employ’s published documentation located at https://www.jobvite.com/support/ or https://help.lever.co/hc/en-us, as applicable (“Documentation”). Customer may use the Services for the benefit of any entity controlling, controlled by, or under common control with a Party, where “control” means the ownership of more than fifty percent (50%) of the voting securities in such entity (“Affiliate”) to the extent that the Affiliate employees when added to the Customer employees do not exceed the applicable licensing limits. This Agreement and the access provided hereunder are non-transferable, except as expressly provided herein. Employ retains all rights not expressly granted to the Customer under this Agreement.
1.2. Customer Use of the Services.. Customer will not, and will not permit any third party to reverse engineer (to the extent not prohibited by applicable law); decompile; disassemble; or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, Documentation or data related to the Services; modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or for any purpose other than its own benefit; rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; remove any proprietary notices from the Services or Documentation; use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; or use the Services other than in accordance with this Agreement and all applicable laws and regulations. Customer will cooperate with Employ in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Employ may reasonably request to deliver the Service. Customer will also cooperate with Employ in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services. Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Employ.
1.3. Modification of Services. Employ will not materially decrease the overall functionality of the Services.
1.4. Future Functionality. Customer agrees that Customer’s subscription to the Service and acceptance of this Agreement are not contingent on the delivery of any future functionality or features.
2. Employ Responsibilities and Access.
2.1. Service Levels. During the Service Term, Employ will provide the support services and service levels identified in the applicable Order Form and the service levels located here: https://www.lever.co/agreements/sla/ (for Lever) or https://www.jobvite.com/sla/ (for Jobvite)..
2.2. Data Protection and Security.
2.2.1. Safeguards. Employ will implement and maintain reasonable administrative, physical, and technical safeguards designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any of Customer’s data, including any applicant or employee data furnished by Customer (“Customer Data”) as may be held or accessed by Employ. Employ will develop and maintain the Services in accordance with the security requirements identified at https://employinc.com/security-exhibit/.
2.2.2. Notification. Employ will notify Customer without undue delay and in no event in more than forty-eight (48) hours following discovery of any suspected breach or compromise of the security, confidentiality, or integrity of any Customer Data.
2.2.3. Access to Systems. To the extent required to enable certain Employ functionality, Customer may in Customer’s sole discretion provide Employ access to Customer systems, including without limitation email providers, and Linkedin accounts solely for the purpose of providing the For the avoidance of doubt, access to systems by Employ will require, in each instance, provisioning of access by Customer and only to the extent that Customer determines such access is required.
2.2.4. GDPR. To the extent Employ processes Customer Data subject to the EU General Data Protection Regulation (“GDPR”), the Parties shall comply with the terms of the Data Processing Agreement (“DPA”).
2.2.5. CPRA. To the extent Employ processes Customer Data subject to the California Privacy Rights Act (“CPRA”), the Parties shall comply with the terms of the CPRA Data Processing (“CDPA”)
2.2.6. Changes in Data Protection Laws. The Parties will negotiate necessary variations to this Agreement in good faith as required to maintain compliance with changes to applicable data protection laws.
3. Fees and Payment.
3.1. Fees. Customer will pay Employ the applicable fees described in the Order Form (collectively, “Fees”) in accordance with the terms of this Agreement. If Customer believes that Employ has billed Customer incorrectly, Customer must contact Employ no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Except as expressly stated in this Agreement, all Fees are non-cancellable and non-refundable.
3.2. Excessive Use. Notwithstanding any master subscription agreement, terms of service or other similar agreement governing use of the Employ Services by Customer made between the Parties, in the event of a multi-year Service Term, Employ will assess actual total Customer employee volume at the anniversary of the Effective Date of the Order Form in excess of the Employee Limit (“Excess Use”) and may apply a prorated increase in pricing for use in excess of the Employee Limit identified in the Order Form solely to the extent that the prorated increase in Fees for Excess Use exceeds any annual price increase present in the Order Form not attributable to increased Employee Limit or additional product Fees charged for Excess Use will be invoiced automatically in accordance with the Agreement. Employ may implement new fees or adjust pricing for a Renewal Service Term to the extent Customer renewal decreases unit, volume, term, or products from the immediately preceding Service Term, or by providing at least thirty (30) days’ notice of Fee changes prior the end of a Service Term. For the avoidance of doubt, there will be no other price increase during a Service Term for the same products and services.
3.3. Invoices. Unless otherwise specified in an Order Form, Employ will bill through an invoice annually upon the effective date of the applicable Order Form, and full payment for invoices issued must be received by Employ thirty (30) days after the electronic delivery date of the invoice. In the event of a multi-year Service Term , amounts will be billed in annual instalments upon the anniversary of the effective date of the Order Form for the duration of the Service Term, unless otherwise identified on the Order Form.
3.4.Taxes. Any amounts payable hereunder are exclusive of, and Customer shall be responsible for all taxes, including general sales tax, value added taxes, duties, use taxes, withholdings, and other governmental assessments, excluding taxes based on the net income of Employ, unless Customer provides to Employ a valid tax-exempt In the case of any withholding requirements, the Customer will pay any required withholding itself and will not reduce the amount paid to Employ on account thereof.
4. Intellectual Property.
4.1.Employ IP. Except as expressly stated in this Agreement, Employ will own and retain all rights, title, and interest in and to (i) the Services, including all software, improvements, enhancements modifications, or proprietary methodologies thereto, (ii) any software, applications, inventions, methodologies or other technology developed as part of any professional services (in an Order Form or SOW mutually executed by both Parties hereto that references this Agreement) or support, and (iii) all intellectual property rights related to all of the foregoing. This Agreement does not grant Customer any rights to: (a) the Intellectual Property Rights in the Services; or (b) use the Employ trademarks, logos, domain names, or other brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
4.2. Customer Data
4.2.1 Ownership. CUSTOMER RETAINS ALL RIGHTS, TITLE, AND INTEREST IN ITS CUSTOMER DATA, AND THIS AGREEMENT DOES NOT GRANT EMPLOY ANY RIGHTS TO CUSTOMER DATA OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN CUSTOMER DATA EXCEPT FOR THE LIMITED RIGHTS EXPRESSLY STATED IN THIS AGREEMENT.
4.2.2 Limited License. Subject to the terms and conditions of this Agreement, Customer grants to Employ a non-exclusive, non-transferable (except under Section 11.12 below), license to use the Customer Data for the purpose of providing the Services, including the right to store, process, display, use and generally make the Customer Data available through the internet and the Services in order to provide the Services in accordance with this Agreement.
4.3.Feedback. Notwithstanding anything to the contrary, if Customer or any of its employees or contractors provide Employ with any ideas, suggestions, enhancement requests, feedback, or recommendations regarding the Services, including without limitation, new and/or improved features or related functionality (”Feedback”), Employ is free to use, disclose, and incorporate such Feedback into any existing or future products or features without any obligation to Customer or such employees or contractors solely to the extent such Feedback does not contain Customer Confidential Information .
5. Confidential Information.
5.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or reasonably should be understood is confidential given the nature of the information and circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Employ includes the Services, this Agreement, and all Order Forms (including pricing). Confidential Information of each Party includes business and
marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the
Receiving Party.
5.2.Protection of Confidential Information. As between the Parties, each Party retains all ownership rights in and to its Confidential Information. The Receiving Party will: (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its
Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of Confidential Information than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other Party’s prior written consent, provided that a Party that makes any such a disclosure will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this section. Notwithstanding the foregoing, Employ may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform Employ’s obligations under this Agreement, under terms of confidentiality materially as protective as those herein.
5.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is
not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
6. Warranty.
6.1.General Warranties. Employ warrants to Customer that Services under this Agreement are provided in compliance with all applicable federal, state, and local laws. Employ warrants that the Services will conform to the Documentation and that Employ will render any professional services in a professional and workmanlike manner. Employ represents and warrants that (i) it has sufficient right, title and interest in the Services in order to provide the Services under this Agreement, and (ii) its execution and performance of this Agreement will not violate or conflict with any obligation it has to any third party.
6.2.Third Party Services. The foregoing warranty does not apply to and Employ strictly disclaims all warranties with respect to connections and/or links to non-embedded services, products, and professional services that third-parties provide or sell to Customer which interoperate with or are used in connection with the Service, including, without limitation, via application programming interfaces (collectively, “Third Party Services”). Any exchange of data or other interaction between Customer and Third-Party Services is solely between customer and the operator of such Third Party Services
and is governed by customer’s agreement with such Third-Party Services provider.
6.3.Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND EMPLOY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EMPLOY AND ITS LICENSORS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CUSTOMER ACKNOWLEDGES THAT EMPLOY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. EMPLOY IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, APPROPRIATENESS, OR LEGALITY OF DATA, USER POSTS, OR ANY OTHER INFORMATION
POSTED BY A USER.
7. Mutual Indemnification.
7.1.Employ Indemnification. Employ will indemnify, defend, and hold Customer harmless from and against all third-party claims, and all losses, damages, liabilities, and expenses, in each case, that are paid or payable to such third parties pursuant to such claims (including reasonable attorneys’ fees and expenses), to the extent arising out of or resulting from any third-party claim or allegation that the Services infringe or misappropriate such third party’s patent, trademark, trade secret, copyright, or other intellectual property rights. Employ’s obligations under this Section 7.1 will not apply, however, to the extent that such claim is caused by (i) Customer’s use of the Services other than in accordance with the terms of this Agreement; (ii) Customer’s failure to use or implement corrections or enhancements to the Services made available free of charge to Customer by Employ; (iii) customized portions or components of the Services designed and provided to Customer accordance with Customer specifications; (iv) modification of the Services that have not been performed by or on behalf of Employ; and/or (v) combination of the Services with other products, services, processes, or materials not supplied by Employ (including, without limitation, Customer Data).
7.2. Customer Indemnification. Customer will indemnify, defend, and hold Employ harmless from and against all third-party claims, and all losses, damages, liabilities, and expenses, in each case, that are paid or payable to such third parties resulting from such claims (including reasonable attorneys’ fees and expenses), to the extent arising out of or resulting from any third-party claim or allegation that the Customer Data and/or Customer’s provision thereof to Employ violates such third-party’s patent, trademark, trade secret, copyright, or other intellectual property or proprietary right(s).
7.3. Indemnification Procedure. As a condition to the indemnifying Party’s obligations under this Section 7, the indemnified Party must (i) promptly notify the indemnifying Party in writing of all indemnifiable claims; (ii) provide the indemnifying Party with reasonable assistance to settle or defend such claims, at the indemnifying Party’s own expense; and (iii) grant to the indemnifying Party the right to control the defense and/or settlement of such claims, at the indemnifying Party’s own expense; provided, however, that (1) the failure to so notify, and/or provide assistance will only relieve the indemnifying Party of its obligation to the indemnified Party to the extent that the indemnifying Party is prejudiced thereby; (2) the indemnifying Party will not, without the indemnified Party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement that (x) makes any admission of wrongdoing on behalf of the indemnified Party; or (y) consents to any injunction against the indemnified Party (except an injunction relating solely to the indemnified Party’s continued use of any infringing Service); and (3) subject to the foregoing, the indemnified Party will have the right, at its
expense, to participate in any indemnifiable claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying Party’s written consent.
7.4.Sole Remedy. THIS SECTION 7 SETS FORTH CUSTOMER’S SOLE REMEDIES AND EMPLOY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
8. Limitation of Liability.
8.1. Limitation of Damages. EXCEPT WITH RESPECT TO BREACHES OF SECTION 5 OR 7 OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
8.2. Limitation of General Commercial Liability. EXCEPT FOR LIABILITY ARISING UNDER SECTION 5 OR 7, OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY REASON, WHETHER IN CONTRACT OR IN TORT, FOR ANY CLAIMS, SUITS, LIABILITY OR DAMAGES ARISING OUT OF OR BASED UPON THIS AGREEMENT, IN THE AGGREGATE, EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO EMPLOY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT.
8.3. Limitation of Confidentiality Liability. IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY REASON, WHETHER IN CONTRACT OR IN TORT, FOR ANY CLAIMS, SUITS, LIABILITY OR DAMAGES ARISING OUT OF OR BASED UPON VIOLATIONS OF SECTION 5 OF THIS AGREEMENT IN THE AGGREGATE, IN EXCESS OF THREE (3) TIMES THE AMOUNT ACTUALLY PAID BY CUSTOMER TO EMPLOY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT.
9. Term and Termination.
9.1.Term. This Agreement will remain in full force and effect for the Service Term specified in the Order Form and unless stated otherwise on the Order Form will automatically renew for successive 12-month periods (each a “Renewal Service Term”, and together with the Service Term, the “Term”), unless either Party requests termination in writing at least sixty (60) days before the end of the then-current Term. The Service Term identified in each Order Form will begin on the effective date of the Order Form. A termination request by either party will be given via certified mail or via e-mail to the
respective Party’s Billing Contact.
9.2.Suspension. Notwithstanding anything to the contrary in this Agreement, Employ may impose limitations on bandwidth usage, and/or temporarily suspend Customer’s and any user authorized by Customer (“Authorized User”) access to the Services if Employ reasonably determines that (i) there is a threat to or attack on any of the Services; (ii) Customer’s or any Authorized User’s use of the Services abuses, disrupts, or poses a security risk to the Services or to any other customer or vendor of Employ; or (iii) Customer is in breach of its payment obligations under the Agreement (collectively, “Service Suspension(s)”). Employ will provide notice of a Service Suspension arising under Section 9.2(i) or Section 9.2(ii) as soon as reasonably possible. Before suspension of service under sub-Section (iii) above, Employ will provide Customer with notice of non-payment and the amount due (“Non-payment Notice”). Unless the amount has been paid, Employ reserves the right to suspend Customer access to the Services fourteen (14) calendar days after such Nonpayment Notice. Employ will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
9.3.Termination. In addition to any other remedies it may have, either Party may suspend performance or terminate this Agreement if: (i) the other Party is in breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of notice, or (ii) the other Party ceases its business operations (without a successor) or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days.
9.4.Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of and/or access to the Service(s). No expiration or termination will affect Customer’s obligation to pay all Fees that have become due before the effective date of such expiration or termination, or entitle Customer to any refund, except that Customer will be entitled to a refund of unused Fees as of the date of termination to the extent that termination is caused by a material breach of the Agreement by Employ.
9.5. Data. Employ will provide Customer with tools to pull their Customer Data at any time during the Term via API functionality. Before termination or expiration of the Agreement, and no more than once during the Term, Employ will make all Customer Data available to Customer for electronic retrieval in a commercially reasonable format upon request, provided that Customer has paid all undisputed Fees due up to that point, before the expiration of the Term.. After the expiration of the Term, Customer Data will be deleted in accordance with Employ’s data retention policy.
9.6.Survival. Any terms and conditions of this Agreement that by their nature or otherwise reasonably should survivetermination or other expiry of this Agreement shall do so.
10. Miscellaneous.
10.1. Entire Agreement. This Agreement constitutes the entire understanding of the Parties with respect to the Service and supersedes all previous agreements, statements, and understandings from or between the Parties regarding the subject matter of this Agreement.
10.2. Amendment. There will be no force or effect to any different terms of any related purchase order provided as part of payment processing, even if signed by the Parties after the date hereof. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by a duly authorized representative of each Party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived.
10.3. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this
Agreement (each, a “Notice”) must be in writing and to:
Employ: 1730 Blake St., Ste. 445, Denver, CO 80202, Legal@employinc.com
Customer: Business Contact identified on the most recent Order Form, the Primary Contact, or any ”Designated Support Contact” identified in the Employ Services by the Customer
10.4. All Notices must be delivered by personal delivery, email or certified or registered mail (in the latter case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (i) upon receipt by the receiving Party (or upon delivery, if by email); and (ii) if the Party giving the Notice has complied with the requirements of this Section.
10.5. Publicity. Employ may use Customer name or logo to identify Customer as a customer. Any further reference by Employ, including in Employ’s marketing materials or on its website for the sole purpose of marketing the Services requires the advance written permission of the Customer. Use of Customer’s name and logo will be revocable at any time by Customer.
10.6. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control.
10.7. Waiver. No failure to exercise, or delay in exercising, any rights, powers, or remedies arising from this Agreement will operate or be construed as a waiver of the rights of such a Party to demand full compliance with the terms of this Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither Party has any authority of any kind to bind the other in any respect whatsoever.
10.8. Severability. If any provision of this Agreement is declared invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability, the remainder of the agreement will remain valid and enforceable to the fullest extent permitted.
10.9. Dispute Resolution.
10.9.1 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law rules.
10.9.2 Binding Arbitration. If the Parties do not reach a solution within a period of sixty (60) days, then, upon notice by either Party to the other, all disputes shall be finally settled by binding arbitration in New York, NY. Each Party hereby agrees and consents to such venue and waives any objection thereto. The arbitration shall be conducted in English, on a confidential basis, in accordance with the rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”). Any decision or award resulting from such arbitration proceeding shall be in writing, provide explanations for all conclusions of law and
fact, and include the assessment of costs, expenses, and reasonable attorneys’ fees. The prevailing Party shall be entitled to an award of reasonable attorney fees. An arbitration award may be confirmed in a court of competent jurisdiction sitting in New York, NY.
10.10. Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs in connection with such action.
10.11. Cumulative Remedies. Except as otherwise expressly provided in this Agreement, all remedies in this Agreement are cumulative and in addition to (not in lieu of) any other remedies available to a Party at law or in equity.
10.12. Assignment. Neither party may assign any part of this Agreement without the other Party’s prior written consent, except such consent will not be required if to a Party assigns this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.
10.13. Compliance with Laws. Notwithstanding anything to the contrary, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that
the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Employ are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are “commercial computer software” and “commercial computer software documentation”. Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
10.14. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all
together are one and the same agreement.
Accepted and agreed to as of the Effective Date by the authorized representative of each Party:
