Hire Intelligently, LLC

Terms of Service

Last Updated: March 18, 2024

Hire Intelligently https://hireintelligently.com/ including all of its related applications, dashboards, or platforms (individually and collectively, the "Platform"), is owned and operated by Hire Intelligently, LLC ("Hire Intelligently", "we" or "us"). By using, installing, or accessing the Platform or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions including Hire Intelligently Privacy Policy (together, these "Terms", or this "Agreement").

If you are using a Hire Intelligently Service on behalf of a company or other entity, then "Client" or "you"means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.

This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Hire Intelligently, as well as any policies or exhibits linked to or referenced herein.If you have entered into a separate written agreement with Hire Intelligently concerning specific Services (e.g. Implementation Services), the terms ofsuch agreement are controlled by these Termsif there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.8 below.

1. DEFINITIONS

1. DEFINITIONS.
1.1. "ConfidentialInformation" means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.2. "Territory" means the United States and Canada, unless otherwise expressly set forth in Client’s Subscription Documentation. 

Other terms are defined in other Sections of this Agreement.

 2. SERVICES

2.1. Services. Hire Intelligently provides a proprietary multi-product Human Resources Technology platform that includes without limitation Job Posting & Job Board Broadcasting, Applicant Tracking System, Applicant Sourcing, Screening & Selection, Resumé Parsing, Video Interviewing, Assessments (Phase II), Background Checks, Embedded CRM, Scheduling Tools, Email Marketing, Data & Analytics, Workforce Management, Integrations (Payroll, Quick Books) and any other services Hire Intelligently may offer from time to time (together with the Platform, the "Service(s)"). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form, which references this Agreement ("Subscription Documentation") and details the Services ordered from Hire Intelligently and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (the "Scope
of Use"). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a "Bundle"), as detailed in the applicable Subscription Documentation. Hire Intelligently has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.

2.2. Alteration of subscription Documentation. Any amendments or modification to any existing
Subscription Documentation must be agreed to in writing by the parties. Hire Intelligently has no obligation to perform any Services under the amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification ofthe Services. Hire Intelligently reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundle offers) temporarily or permanently. Hire Intelligently also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Hire Intelligently makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the "Additional Terms"). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms.

3. USE RIGHTS; RESTRICTIONS

3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms,Hire Intelligently grants Client a non-exclusive, non-transferable, non sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement.
3.2. AccountRegistration. Client will register for a Hire Intelligently account in order to access or receive the Services. Account information must be accurate, current, and complete, and will be governed by Hire Intelligently’s Privacy Policy (currently available https://hireintelligently.com/... ) as may be amended from time to time. Client agrees to keep its account information up to date so that Hire Intelligently may send notices, statements, and other information by email or through Client’s account. By using or accessing the Platform, Client agrees and consents to Hire Intelligently’s use of cookies in accordance with the terms of Hire Intelligently’s Privacy Policy. You are solely responsible for all use of the Services account. Hire Intelligently will not be liable for any loss or damage arising from unauthorized use of Client's account.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees and contractors whom Client has authorized to access the Services on its behalf ("Authorized Users"): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all applicable laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement which may be
communicated by posting to the Platform or on a click-through basis to Authorized Users upon access to the Services and/or Platform.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Hire Intelligently may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for
ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords or access credentials. Client must notify Hire Intelligently within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client ("Customer(s)") who accesses and/or uses the Services, including via Client’s Platform, are subject to the Acceptable Use Policy and such other terms as may be provided by Hire Intelligently from time to time, which includes Hire Intelligently’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. GeneralRestrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Hire Intelligently Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Hire IntelligentlyTechnology (or any portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Hire Intelligently Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Hire Intelligently Technology (which is deemed
Hire Intelligently’s Confidential Information); (e) modify or create a derivative work of the Hire Intelligently Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Hire IntelligentlyTechnology or Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Hire Intelligently; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Hire Intelligently Technology other than as specifically permitted
above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Hire Intelligently Technology including in any reports or output obtained from the Hire Intelligently Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Hire Intelligently may provide Client with certain Services for free or on a trial basis (a "Free Access Subscription") or with "alpha", "beta", or other early-stage Services, integrations, or features ("Beta Releases") for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of
Services; Support) will not apply to any Free Access Subscription or Beta Releases. Hire Intelligently may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH HIRE INTELLIGENTLY WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Beta Releases at your sole discretion. Hire Intelligently makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Beta Release will be released or will be available under the same commercial or other terms. Hire Intelligently may discontinue Beta Releases at any time, in our sole discretion, and decide not to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Hire Intelligently may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Hire Intelligently’s sole discretion, without liability.

4. CLIENT DATA

4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) ("ClientData"). "CustomerData" means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the
Services. "Third-Party Content" means content, data, or other materials that Client provides to the Hire Intelligently Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Hire Intelligently a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein.
Client further instructs Hire Intelligently to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Hire Intelligently’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly.
4.2. Aggregate/Anonymous Data. Client agrees that Hire Intelligently will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data ("Aggregate/Anonymous Data"). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Hire Intelligently Technology, which Hire Intelligently may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Hire Intelligently’s products
and services and to create and distribute reports and other materials). Hire Intelligently will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable laws.
4.3. Monitoring. Client understands and agrees that Hire Intelligently, and any third-party platform(s) Client uses or accesses in connection with the Services, may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Platform, Services, or third-party platform; to improve Client’s experience using the Platform, Services, or third-party platform; to
customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Platform, Services, or third-party platform more helpful or useful to Client and other users.
4.4. Security. Hire Intelligently agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. Hire Intelligently takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section.
4.5. Storage. Hire Intelligently does not provide an archiving service. During the Subscription Term, Client acknowledges that Hire Intelligently may delete Client Data no longer in active use and Hire Intelligently expressly disclaims all other obligations with respect to storage.

5. CLIENT OBLIGATIONS

5.1. Warranty. Client warrants and represents that it is in full compliance with all applicable state, federal, and international laws, rules, and regulations and that Client will not use the Services in a manner that would violate or cause Hire Intelligently to violate any obligation with respect to any such laws, rules, or regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada's Anti-Spam Legislation ("CASL"). Client also
warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Hire Intelligently, or otherwise has legal rights to provide such Client Data, and Client Data and Hire Intelligently’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Hire Intelligently’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings Platform as a
provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Hire Intelligently with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s authorized representative(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Hire Intelligently immediately. Additionally, if an integration is included in the Services Client orders, Client grants Hire Intelligently the right to access Client’s Information or CRM system directly
or through a third-party service for the purposes of fulfilling Hire Intelligently’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Hire Intelligently such right. Hire Intelligently will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings Platform through Hire Intelligently by Client or its Authorized Users.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable law and regulations. Client also understands and agrees that the Services are intended primarily to be used to send transactional and/or informational messages, not advertisements, marketing, telemarketing, or promotional messages, as such are defined in
applicable laws, rules, and regulations (hereinafter, collectively “Marketing”), and that Client may use the Services to send Marketing messages only via Hire IntelligentlyCampaigns. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in
the manner contemplated by this Agreement and to grant Hire Intelligently the rights herein; and (c) send Marketing messages through Hire Intelligently only via Hire IntelligentlyCampaigns and only in compliance with all local, state, national, and international laws, regulations, and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable law and regulations and must not rely on the Services for any such compliance.

Use of the Services does not guarantee compliance with applicable law or regulation and Hire Intelligently expressly disclaims any liability for Client’s non-compliance. Hire Intelligently reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Hire Intelligently believes, in its discretion, that Client has violated this Section 5.

6. AVAILABILITY OF SERVICES; SUPPORT

6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Hire Intelligently’s reasonable control, the Services will be available for access via the Platform 99.0% of the timeduring of the applicable Subscription Term. Client’s sole remedy and Hire Intelligently’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Hire Intelligently makes available web-based support through the Platform. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Hire Intelligently’s applicable support policies. Hire Intelligently may also provide onboarding, deployment, and other services under this Agreement. The scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Hire Intelligently’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.

7. FEES AND PAYMENT

7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation ("Subscription"). Client agrees to pay to Hire Intelligently the fees for the Subscription to the Services or any Bundle ("Subscription Fees") and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the "Fees"). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription term, such Services will convert to a paid Subscription and Client agrees to pay Hire Intelligently the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorizes Hire Intelligently to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Hire Intelligently terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Hire Intelligently be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Hire Intelligently will have the right to charge interest on all overdue amounts at the annual rate of 12%, compounded monthly, or the maximum lawful amounts, whichever is less. Additionally, after payment becomes overdue, Hire Intelligently will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
7.3. Taxes. Hire Intelligently’s Fees are exclusive of all taxes, and Client must pay any applicable taxes or levies, whether domestic or foreign, other than taxes based on the income of Hire Intelligently. Client will make tax payments to Hire Intelligently to the extent amounts are included on Hire Intelligently’s invoices.
7.4. Fee Increase. Hire Intelligently reserves the right to increase Fees for any Services, upon sixty (60) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Notwithstanding the foregoing, Hire Intelligently may adjust the Payments Services Fees as set forth in the Payments Service Terms.

8. TERM AND TERMINATION

8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the "SubscriptionTerm"), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to info@HireIntelligently.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services ("SubscriptionStartDate"). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by Section 8.3 (Termination for Cause).
8.2. Suspension of Services. Hire Intelligently may suspend Client’s access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Hire Intelligently may also suspend Client’s access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Hire Intelligently or third parties or to preserve the security, stability, availability, or integrity of the Services. Hire Intelligently will have no liability for taking
action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Hire Intelligently will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason
other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Hire IntelligentlyTechnology) and delete (or, at Hire Intelligently’s request, return) any and all copies of any Hire Intelligently documentation, scripts, passwords or access codes, and any other Hire Intelligently Confidential Information in Client’s possession, custody, or control and (b) Client’s right to access any Client Data in the applicable Services will cease, Hire Intelligently may delete any such data in its possession at any time. If Hire Intelligently terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement:

1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Hire Intelligently Technology); 11 (Third-Party Products and Integrations); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).

9. CONFIDENTIALINFORMATION.

9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Hire
Intelligently, includes the subcontractors referenced in Section 16.4), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided
it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

10. HIRE INTELLIGENTLY TECHNOLOGY

10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words "purchase", "sale", or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Hire Intelligently Technology. Client agrees that Hire Intelligently (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) ("Hire Intelligently Technology") provided by Hire Intelligently (which is deemed Hire Intelligently’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Hire Intelligently exclusively owns and reserves all right, title, and interest in and to Hire Intelligently’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an on-line, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Hire Intelligently at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Hire Intelligently (collectively, "Feedback"), Client hereby grants Hire Intelligently a worldwide, perpetual, non-revocable, sub licensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment,
or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Hire Intelligently’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

11. THIRD-PARTY PRODUCTS AND INTEGRATIONS

Hire Intelligently may, from time to time, contract with third-party service providers to facilitate certain features of the Services, as described in this Agreement. Hire Intelligently may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as described in this Agreement. If Client elects to use applications, integrations, add-ons, software, code, online services, systems, and other products that are not Hire Intelligently Technology ("Third-Party Products") in connection with the Services, those products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Hire Intelligently is not a party to any such terms and will not be liable thereunder. Hire Intelligently does not warrant or support Third-Party Products or Third-Party Content and disclaims all responsibility and liability for these items and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Hire Intelligently is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services.