TruTalent^® Terms of Service

These Terms of Service (these “Terms” or this “Agreement”) constitute a legally binding agreement between the employer, recruiter or other entity on whose behalf you are accepting these Terms (“Customer,” “you” or “your”) and HUMAN eSOURCES LTD. (“Human eSources,” “we,” “our” or “us”) and govern Customer’s access to and use of the TruTalent Recruit service and related content (collectively, the “Services” or “TruTalent”) available through our website (collectively, the “Application”). Customer and Human eSources shall each be referred to individually as a “Party” and collectively as the “Parties.”

Please review these Terms carefully as they contain important details about Customer’s relationship with Human eSources. These Terms include provisions that restrict Human eSources’ liability in the event that something goes wrong and Customer’s agreement to resolve disputes with Human eSources through arbitration and without resorting to class action litigation or jury trial.

By checking the “I ACCEPT” button, you (a) acknowledge that you have read, understand, and agree, on behalf of Customer, to be bound by these Terms; (b) represent that you are of legal age and are duly authorized to enter into a binding agreement with us on behalf of Customer; (c) represent that Customer has the authority to enter into these Terms; and (d) agree that Customer is bound by these Terms. If you do not agree to these Terms, do not click “I ACCEPT” and do not access or use TruTalent. We reserve the right to make changes to these Terms, our Services and our related policies at any time. All changes will be effective upon posting and Customer’s continued use of the Services.

1. The TruTalent Application
   1. Overview; Services. Human eSources provides the Services to help connect job seekers with employers and recruiters. Subject to these Terms and Customer’s timely payment of the applicable Fees (as defined in Section 1.5), Human eSources shall make available access to the Services to: (a) job seekers who register to use the Application and may interact with Customer’s employment opportunities (“Candidates”); and (b) Customer’s employees and contractors who are authorized by Customer to access the Services to search for, evaluate, and contact Candidates on Customer’s behalf (“Authorized Users”).
   2. Beta Services. From time to time, Human eSources may notify, invite, or otherwise make available to Customer, at Customer's option, certain Beta Services for Customer's evaluation at no additional charge. “Beta Services” means all services or functionality designated as preview, beta, pilot, demo, limited availability, joint development, sandbox/testing, developer preview, non-production, evaluation, or similarly described “pre” or early-release software, services, and/or functionality. Customer, in its discretion, may elect to try such Beta Services as such services are intended for evaluation purposes, are not for production use and are not supported. Customer may be required to agree to additional terms as a condition to accessing or using the Beta Services. Beta Services are provided on an “AS IS” basis (without any express or implied representations, warranties or indemnities) and not considered “Services” under this Agreement; provided, however, that all restrictions concerning the Services and Human eSources’ reservation of rights and Customer's obligations, shall apply equally to Customer’s use of any Beta Services. The time period for which a Beta Service is made available for access or use by Customer may vary and, unless otherwise stated, any Beta Services trial period will expire upon the earlier of one (1) year from the trial start date, the date that a version of the Beta Services becomes generally commercially available without an evaluation designation, or the date that Human eSources decides, in its sole discretion, to discontinue the Beta Services. Human eSources may discontinue any or all Beta Services at any time in its sole discretion and may never make them generally available. Human eSources will have no liability for any harm, damage, or claim arising out of or in connection with any Beta Service.
   3. Service Updates. Human eSources continuously evolves the Services and may implement updates at any time, including enhancements, modifications, bug fixes, security patches, and new features (“Updates”). The Services are provided as a dynamic, continuously improving platform, and specific features or functionalities may be added, modified, or removed over time. Human eSources will not materially degrade the core capabilities of the Services in a manner that substantially reduces their intended use. Where an Update is expected to materially impact core functionality, Human eSources will use commercially reasonable efforts to provide advance notice through appropriate channels (e.g., in-app notifications or documentation). Notwithstanding the foregoing, Human eSources may implement Updates without prior notice where necessary to maintain security, comply with applicable law, or protect the integrity, availability, or performance of the Services.
   4. Candidate Terms. The Application is provided to Candidates pursuant to Human eSources’ Recruit Terms of Service and Privacy Policy (collectively, the “Candidate Terms”) found within the Application website at trutalent.com/terms-of-service and trutalent.com/privacy-policy. All Candidates that wish to use the Application accept the Candidate Terms. Customer acknowledges that Candidates who accept the Candidate Terms will have direct contractual obligations to Human eSources thereunder, including indemnification obligations. Authorized Users shall be bound by the terms of these Terms and any applicable usage policies provided by Human eSources.
   5. Credits; Fees. Customer may register for and access the Services to create job descriptions and job postings. Access to and use of the Services by Customer is no charge. Access to premium SaaS features, including AI matching, is available through in-application purchase on a credit basis. Customer must purchase prepaid units of usage (“Credits”) through the Services in order to perform certain actions, including initiating contact with Candidates. The price for Credits, the actions that consume Credits, the number of Credits required for each such action, and any expiration period applicable to Credits will be as posted by Human eSources on the Services at the time of purchase, and Human eSources may update such pricing and consumption rates from time to time in its discretion. The amounts paid by Customer for Credits, together with any other fees payable through the Services, are collectively referred to as the “Fees.” Credits are payable in advance through the payment methods made available on the Application and, except as expressly required by Applicable Law, all Fees and Credits are non-cancellable and non-refundable, and any unused Credits are forfeited upon termination of Customer’s account pursuant to these Terms or expiration of the Credits in accordance with their stated terms. Credits have no cash value, are not transferable, and may be used solely by Customer and its Authorized Users in the Services.
2. HUMAN ESOURCES’ OBLIGATIONS
   1. Performance of the Services . Subject to these Terms, including payment of all applicable Fees, Human eSources shall provide the Services. Initial and continued access to the Services by Customer is conditioned upon observance of these Terms by Customer and its Authorized Users and will be made on an as-requested and as-available basis. Human eSources shall determine the timing, method, details and means of delivering, performing and administering the Services.
   2. AI Features.
      1. Design and Documentation. To the extent the Services incorporate artificial intelligence or machine learning features (“AI Features”), Human eSources will design and document the AI Features’ intended use and limitations and make functionality reasonably enabling Customer’s human review and override of AI-generated output available to Customer.
      2. Technical Documentation. Upon Customer’s written request, and no more frequently than once per calendar year, Human eSources will furnish documentation to Customer describing the AI Features’ general purpose, categories of inputs and outputs, known limitations, and summary performance metrics. Human eSources may redact or withhold information that constitutes trade secrets or proprietary information.
      3. Fairness Testing. Human eSources will perform fairness and bias testing on AI Features prior to deployment and periodically thereafter in accordance with its standard practices. Upon Customer’s written request, and no more frequently than once per calendar year, Human eSources will provide Customer with a written summary of testing methodology and results at a level of detail sufficient for Customer’s compliance and risk assessment purposes.
      4. Non-Discrimination. Human eSources will use commercially reasonable efforts to design the AI Features to minimize the risk of unlawful algorithmic discrimination. If Human eSources discovers a material defect in the AI Features that is reasonably likely to result in unlawful discrimination, Human eSources will notify Customer within a reasonable time and will use commercially reasonable efforts to remediate such defect.
   3. CUSTOMER’S OBLIGATIONS
      1.  Cooperation.  Customer will reasonably cooperate with Human eSources and timely and satisfactorily perform its obligations as set forth hereunder. Human eSources’ failure to perform its obligations under these Terms will be excused to the extent that such failure results from Customer’s failure to perform required tasks hereunder.
      2. Human Oversight and AI Compliance. Customer acknowledges and agrees that Human eSources has represented to Candidates in the Candidate Terms that employers and recruiters using the Services are contractually required by Human eSources to have human involvement and exercise their independent judgment in all employment decision-making. Customer agrees to comply with this requirement and to ensure appropriate human review and oversight before making any employment decisions. Customer is solely responsible for its hiring and employment practices, including ensuring that such practices do not result in any unlawful discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, genetic information, veteran status, or any other characteristic protected by Applicable Law. With respect to AI Features, Customer further acknowledges and agrees that: (a) Customer is solely responsible for determining whether and how to use AI-generated output in connection with employment decisions; (b) Customer will use AI Features only for their intended purposes as described in Human eSources’ onboarding documentation and knowledgebase; (c) Customer will comply with all Applicable Law governing the use of artificial intelligence or automated decision-making in employment, including any notice, disclosure, or consent requirements; and (d) Customer shall monitor its use of the Services and AI Features for potential disparate impact or patterns of discrimination and take corrective action as necessary to ensure compliance with Applicable Law.
      3. Authorized Users. With respect to Authorized Users, Customer shall: (a) ensure that only employees or contractors with a legitimate business need to access the Services for recruiting purposes are designated as Authorized Users; (b) maintain accurate records of all Authorized Users and promptly notify Human eSources of any changes; (c) ensure that each Authorized User’s login credentials are kept confidential and not shared with any other person; (d) be responsible for all acts and omissions of its Authorized Users in connection with the Services, including any breach of this Agreement; and (e) promptly notify Human eSources if Customer becomes aware of any unauthorized access to or use of the Services.
      4. Acceptable Use Policy. This Acceptable Use Policy is an integral part of this Agreement and describes prohibited uses of the Services. Human eSources may in its sole, reasonable discretion determine whether a use of the Services is a violation of this Acceptable Use Policy. Human eSources may investigate any suspected violation of this Acceptable Use Policy. Human eSources may remove or restrict access to any content, including job postings or Candidate data, that it determines violates this Acceptable Use Policy. Human eSources may suspend or terminate Customer’s or any Authorized User’s access to the Services where violations are identified or reasonably suspected, including immediately where necessary to address security risks, fraud, legal exposure, or harm to users or the Services. Customer shall ensure that neither it nor any of its Authorized Users uses the Services to:
         (a) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part of the Services, or modify, translate, adapt, or otherwise create derivative works or improvements of the Application or Services;
         (b) remove, delete, alter, or obscure any trademarks, copyright, patent, or other intellectual property or proprietary rights notices from the Application or Services, or infringe or misappropriate the intellectual property rights of others;
         (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application or Services to any third party, or frame, mirror, or otherwise incorporate the Application as part of any other application, website, or service;
         (d) use any robot, spider, or other automatic device, process, or means to access, monitor, or copy any material on the Application , except as expressly permitted by Human eSources in writing;
         (e) use the Application or Services in any manner that could disable, overburden, damage, or impair the Application or Services, interfere with any other party’s use thereof, or remove, disable, or circumvent any copy protection, rights management, or security features;
         (f) send, distribute, or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
         (g) use any content on the Application , including any Candidate data or other user content, to train, develop, test, or improve any machine learning or artificial intelligence technologies without Human eSources’ express written permission, or engage in “prompt injection,” “jailbreaking,” “adversarial prompting,” or any method designed to bypass security protocols, content filters, or system instructions applicable to any AI Features;
         (h) violate any Applicable Law, including laws prohibiting discrimination in hiring or employment decisions, or use the Application or Services for any illegal purpose or to support criminal activity;
         (i) provide false information in connection with any account, impersonate others, or engage in any other activity that Human eSources reasonably deems improper or abusive; or
         (j) assist or permit any persons in engaging in any of the activities described above.
         (k) post any job or opportunity that is fraudulent, misleading, or does not represent a bona fide employment opportunity;
         (l) include requirements, preferences, or screening criteria that unlawfully discriminate on the basis of protected characteristics under applicable employment or human rights laws;
         (m) misrepresent compensation, job location, employment terms, or eligibility requirements, including remote status or work authorization;
         (n) collect, use, or disclose Candidate data for purposes unrelated to legitimate hiring activities, including resale, marketing, or unauthorized profiling;
         (o) use the Services or any AI Features to make fully automated hiring decisions without appropriate human review where such use would violate Applicable Law;
         (p) post or distribute spam, bulk, or duplicative job listings, or otherwise attempt to manipulate visibility, ranking, or matching systems;
         (q) circumvent or attempt to circumvent any safeguards, matching logic, or fairness controls designed to promote equitable hiring outcomes. Human eSources reserves the right, but is not obligated (except as required by Applicable Law), to report any illegal activity to any and all regulatory, administrative, and/or governmental authorities for prosecution. Customer is responsible for ensuring that all Authorized Users are aware of and comply with this Acceptable Use Policy.
   4. INTELLECTUAL PROPERTY; LICENSE GRANTS
      1. Intellectual Property
         1. Human eSources IP. Human eSources owns all right, title and interest, including all intellectual property rights, in and to the Services and the Application which, for clarity, includes any software that enables the functioning of the Application, the content in the Application and materials and documentation made generally available to users of the Application and any other materials provided to Customer (collectively, “Human eSources IP”). Customer acknowledges and agrees that it shall have no right, title or interest in any Human eSources IP, other than the license granted to it by Human eSources to permit its Authorized Users to use the Application in accordance with these Terms.
         2. License Grants.
            1. Human eSources IP. Subject to the terms of this Agreement, Human eSources grants Customer a limited, non-exclusive, nontransferable license to use, and to permit Authorized Users to use, the Services for Customer’s internal recruiting and hiring purposes. Candidates’ use of the Application is governed by the Candidate Terms. All rights and licenses in the Human eSources IP not expressly granted to Customer are reserved by Human eSources.
            2. Customer Data. Customer hereby grants Human eSources a limited, non-exclusive, non-transferable, royalty-free license to: (i) use Customer Data to perform the Services associated with such Customer Data, and (ii) aggregate, anonymize and de-identify Customer Data (the resulting data, “Aggregated Data”) solely for the purpose of providing, developing, improving, and/or reporting on the Services and the Application . Customer hereby further grants Human eSources a limited, non-exclusive, non-transferable, royalty-free, perpetual license to use, and create derivative works of the Aggregated Data for Human eSources’ business purposes, including training, developing, and improving machine learning models, artificial intelligence systems, and related technologies. To the extent that Human eSources creates aggregated, anonymized or de-identified data derived from Customer Data, such data will not be attributed to Customer.
            3. Feedback. If Customer provides Human eSources with any suggestions, comments, ideas, or other feedback regarding the Application or Services (“Feedback”), Customer hereby grants Human eSources a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without restriction or obligation to Customer.
   5. TERM AND TERMINATION
      1. Term. These Terms commence upon Customer’s acceptance of these Terms (including by clicking “I ACCEPT” or by accessing or using the Application) and will continue in effect until terminated in accordance with this Section 5. There is no fixed subscription term, and access to and use of the Application is governed by Customer’s purchase and consumption of Credits in accordance with Section 1.5.
      2. Termination. Customer may terminate these Terms at any time by ceasing all use of the Application and, if applicable, closing its account. Human eSources may terminate these Terms and Customer’s and its Authorized Users’ access to the Application at any time, with or without notice, if Customer or any Authorized User violates any provision of these Terms or any applicable usage policies, or if Human eSources ceases to support the Application , which Human eSources may do in its sole discretion. In addition, if a Party breaches a material provision of these Terms, the other Party may terminate these Terms thirty (30) days (the “Cure Period”) after giving prior written notice to the breaching Party which notice reasonably describes the nature of the breach, if the breaching Party fails to cure such breach to the reasonable satisfaction of the non-breaching Party within the Cure Period.
      3. Effects of Termination. Upon any termination or expiration of these Terms, all of Customer’s rights under these Terms will immediately terminate, the licenses granted to Customer in these Terms will terminate, access to the Application by Customer and all Authorized Users will be disabled, and any unused Credits will be forfeited without refund. Human eSources shall return or destroy all Customer Data, other than Aggregated Data, in the manner and on the schedule as required by Applicable Law or as requested by Customer in writing. Termination shall not relieve Customer of any payment obligations incurred prior to the effective date of termination. Any provisions that by their nature are intended to survive shall survive the termination or expiration of these Terms.
      4. Suspension. Human eSources may suspend Customer’s and its Authorized Users’ access to the Application and Services, in whole or in part, without liability: (a) immediately upon notice if Human eSources reasonably determines that Customer or any Authorized User has violated the Acceptable Use Policy set forth in Section 3.4; or (b) upon ten (10) days’ prior written notice if Customer fails to pay any Fees when due and such failure continues for the duration of such notice period. Any suspension under this Section shall continue until Customer has cured the applicable breach or paid all outstanding Fees, as applicable. Suspension of Services shall not relieve Customer of its payment obligations and shall not entitle Customer to any refund of Fees or Credits.
   6. WARRANTIES; DISCLAIMER
      1. Warranties. Each Party represents and warrants to the other that it has full power and authority to enter into these Terms and to contract with the other with respect to the Services as contemplated by these Terms, and that the individual accepting these Terms on behalf of Customer has the authority to bind Customer. Customer represents and warrants to Human eSources that Customer has complied with Applicable Law in connection with the Customer Data and has obtained all rights and permissions necessary to use the Customer Data as contemplated by these Terms. Human eSources represents and warrants to Customer that the Application will perform substantially in accordance with the applicable Documentation. “Documentation” means the then-current, generally available user manuals, technical specifications, and operating instructions for the Application made available by Human eSources to Customer. Customer’s sole and exclusive remedy for any breach of this warranty shall be, at Human eSources’ option, repair or replacement of the non-conforming Application functionality or, if Human eSources is unable to repair or replace such functionality within a reasonable time, a refund of the Fees paid for the affected Services during the period of non-conformance.
      2. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 6.1, THE APPLICATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND HUMAN ESOURCES MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. HUMAN ESOURCES EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HUMAN ESOURCES DOES NOT WARRANT THAT THE APPLICATION IS OR WILL BE ERROR-FREE OR THAT THE PROVISION OF THE APPLICATION WILL BE SECURE OR UNINTERRUPTED OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE OF, OR RESULTS OF THE USE OF, THE APPLICATION. WITHOUT LIMITING THE FOREGOING, HUMAN ESOURCES DOES NOT WARRANT THAT ANY AI FEATURES WILL BE FREE FROM ERRORS, BIASES, OR INACCURACIES, AND CUSTOMER REMAINS RESPONSIBLE FOR ITS OWN EMPLOYMENT DECISIONS. CUSTOMER WILL HAVE NO RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF HUMAN ESOURCES TO ANY THIRD PARTY. THESE DISCLAIMERS WILL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
   7. CONFIDENTIAL INFORMATION
      1. Definition. “Confidential Information” means any non-public or proprietary information of a Party disclosed by that Party to the other Party that is in written, graphic, machine readable, oral, or other form and (a) is marked or declared “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature or (b) based upon the facts and circumstances of the disclosure, is information that a reasonable person would consider confidential, including, but not limited to, Customer Data.
      2. Exceptions. Confidential Information will not include any information that (a) was publicly known or made generally available prior to the time of disclosure by the disclosing Party, (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party, (c) is already in the lawful possession of the receiving Party at the time of disclosure, (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality, or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
      3. Non-Use and Non-Disclosure. Each Party will (a) treat as confidential all Confidential Information of the other Party, (b) not disclose such Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section 7, and (c) will not, and will not permit any third party to, use such Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each Party is permitted to disclose the other Party’s Confidential Information if required by Applicable Law so long as the other Party, if legally permitted, is given prompt written notice of such requirement prior to disclosure.
   8. LIMITATION OF LIABILITY; INDEMNIFICATION
      1. Exclusion of Consequential and Related Damages. EXCEPT FOR HUMAN ESOURCES’ EXPRESS INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.4, HUMAN ESOURCES WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, LOST PROFITS OR LOSS OF BUSINESS, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER HUMAN ESOURCES HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
      2. Limitation of Liability Generally. EXCEPT FOR HUMAN ESOURCES’ EXPRESS INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.4, UNDER NO CIRCUMSTANCES WILL HUMAN ESOURCES’ TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
      3. Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE AGREED UPON COMPENSATION AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
      4. Indemnification.
         1. Indemnification by Human eSources. Human eSources shall indemnify, hold harmless, and defend Customer and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Customer Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by Customer Indemnified Parties (collectively, “Losses”), arising out of or related to any third-party claim alleging that Customer’s use of the Services in accordance with this Agreement infringes or misappropriates any third party’s intellectual property rights.
         2. Indemnification by Customer. Customer shall indemnify, hold harmless, and defend Human eSources and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Human eSources Indemnified Parties”) against any and all Losses arising out of or related to any third-party claim alleging: (a) breach of any provision of these Terms by Customer or its Authorized Users; or (b) Customer’s hiring practices, employment decisions, or use of information obtained through the Services, including any claim of discrimination or violation of employment laws.
         3. Notice and Conduct of Third-Party Claims. The Party seeking indemnification (the “Indemnified Party”) shall give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (the “Indemnifying Party”) promptly, and in any event within ten (10) days, after obtaining knowledge of any Losses or discovery of facts on which the Indemnified Party intends to base a request for indemnification under Section 8.4.1 or Section 8.4.2; provided, however, that the Indemnified Party’s failure to provide a timely Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Each Party’s indemnification obligations under this Section 8.4 are further conditioned upon the Indemnified Party (i) granting the Indemnifying Party sole control of the defense and settlement of the third-party claim (subject to Section 8.4.4 (Settlement of Indemnified Claims)); and (ii) providing the Indemnifying Party, at the Indemnifying Party’s expense, with all assistance, information, and authority reasonably required for the defense and settlement of the third-party claim. The Indemnifying Party’s duty to defend applies immediately upon receipt of a Claim Notice, regardless of whether the Indemnifying Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim. The Indemnified Party shall have the right to participate in the defense of any third-party claim with counsel of its own choosing and at its own expense.
         4. Settlement of Indemnified Claims. The Indemnifying Party shall give prompt written notice to the Indemnified Party of any proposed settlement of a claim that is indemnifiable under this Section 8.4. The Indemnifying Party may not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement (a) includes an unconditional release of the Indemnified Party from all liability, (b) does not require any admission of fault by the Indemnified Party, and (c) does not impose any obligation on the Indemnified Party other than confidentiality obligations.
   9. GENERAL
      1. Compliance. Each Party hereby agrees to materially comply with all laws and regulations applicable to such Party in the performance of this Agreement, including without limitation, applicable State and Federal laws, regulations and ordinances concerning licensure requirements, consumer protection, advertising, and applicable security and privacy laws (“Applicable Law”).
      2. Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either Party the power to act as an agent of the other or direct or control the day-to-day activities of the other.
      3. Assignment. Neither Party may assign its rights and obligations under this Agreement without the written consent of the other Party, except that a Party may, without the consent of the other Party, assign this Agreement to an Affiliate or a successor to all or substantially all of its business that pertains to this Agreement, whether by merger, acquisition, operation of law, sale, or otherwise. Non-permitted assignments are void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. “Affiliate” means any entity in any jurisdiction that: (i) a Party owns a majority or controlling interest in; (ii) a Party exercises management control over; or (iii) is under common ownership or control with a Party.
      4. Notices. Human eSources may provide notices to Customer under these Terms by email to the address associated with Customer’s account or by posting within the Application , and Customer consents to receive notices electronically. Notices to Human eSources must be sent by email to support@humanesources.com or to such other address as Human eSources may post on the Application from time to time. Notices are deemed to be delivered one (1) business day following delivery via email or posting within the Application .
      5. Force Majeure. Nonperformance of either Party will be excused to the extent that performance is rendered impossible by strike (except that of the non-performing Party’s individuals), fire, flood, governmental acts, civil unrest, act of terrorism, or any other reason where failure to perform is beyond the reasonable control of such Party. If the period continues for sixty (60) or more days, then either Party is entitled to terminate this Agreement by giving a notice to the other Party. The relief offered by this Section is the exclusive remedy available with respect to the delays described in this Section.
      6. Governing Law. This Agreement is governed by the laws of the State of Connecticut, without giving effect to provisions related to choice of laws or conflict of laws. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
      7. Dispute Resolution. Any dispute arising under or relating in any way to this Agreement will be resolved exclusively by final and binding arbitration in Hartford County, Connecticut under the rules of Judicial Arbitration and Mediation Services (“JAMS”), except that either Party may bring a claim related to its intellectual property rights or enforce the confidentiality obligations of this Agreement, or seek temporary and preliminary specific performance or injunctive relief, in any court of competent jurisdiction, without the posting of bond or other security. The Parties agree to the personal and subject matter jurisdiction and venue of the courts located in Hartford County, Connecticut, for any action related to this Agreement. The prevailing Party in any arbitration action or lawsuit arising from or relating to this Agreement is entitled to recover reasonable attorneys’ fees and court costs and expenses.
      8. Remedies Cumulative. Except as explicitly provided, the remedies provided to the Parties under this Agreement are cumulative and will not exclude any other remedies to which a Party may be lawfully entitled.
      9. Severability. If an arbitrator or court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to provide the Party who would otherwise receive the benefit of such provision the maximum protection permitted by Applicable Law, and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.
      10. No Third-Party Beneficiaries. Nothing set forth in this Agreement is intended to nor shall be construed to confer any rights or remedies upon any person or entity that is not a Party to this Agreement.
      11. U.S. Government End Users. The Application and Services are “commercial items” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government users acquire the Application and Services with only those rights set forth in this Agreement. If a government agency has a need for rights not conveyed under this Agreement, it must negotiate with Human eSources to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
      12. Amendment and Waiver. Human eSources may modify these Terms at any time by posting the revised Terms on the Application or otherwise notifying Customer, and any such modifications will be effective upon posting (or such later date as may be specified by Human eSources). Customer’s continued access to or use of the Application following the effective date of any such modification constitutes Customer’s acceptance of the revised Terms. Other than as set forth in the preceding sentences, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and agreed to by Human eSources. The delay or failure of a Party at any time or from time to time to require performance of any obligations of the other Party will not be deemed to be a waiver and shall not affect its right to enforce any provision of these Terms at a subsequent time. One waiver will not imply or be construed to be a waiver of any future breach.
      13. Entire Agreement; Order of Precedence. These Terms and any other policies posted by Human eSources on the Services, constitute the complete and exclusive statement of all mutual understanding between Human eSources and Customer with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.