These Terms of Service constitute an agreement (this “Agreement”) by and between MyHirely,  and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer”). This Agreement is effective as of the date Customer signs up on either the Basic/Lite or Enterprise plan.  Customer’s use of and MyHirely’s provision of MyHirely’s Service (as defined below in Section 1.4) are governed by this Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON EXECUTING THE AGREEMENT ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

  1. Definitions.
    The following capitalized terms will have the following meanings whenever used in this Agreement.
    1.1. “Customer Data” means data in electronic form input or collected through the Service by or from Customer, including without limitation by Customer’s Users that is unique to Customer or Customer’s specific job postings and/or candidate or application management and tracking. For clarity, information that is generally available without restriction or is not unique to Customer or Customer’s specific job postings and/or candidate or application management and tracking is not Customer Data.
    1.2. “Order” means an order for access to the Service, where Customer selects a Service subscription term and provides payment information via a legally binding commitment, including via electronic acceptance or via a signed ink signature (including via scanned replicas of the same).
    1.3 “Privacy Policy” means MyHirely’s privacy policy,
    1.4. “Service” means MyHirely’s job candidate and job applicant relationship management and tracking Service  dependent on the product(s) specified in your Order.
    1.5. “User” means any individual who uses the Service on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.
  2. The Service.
    2.1. Use of the Service. During the Term, Customer may access and use the Service pursuant to the terms of any outstanding Order, including such features and functions as the Order requires.
    2.2. Service Level Commitments. MyHirely shall use commercially reasonable efforts to make the Service available twenty four (24) hours a day, seven (7) days a week, except for: (i) planned downtime; and (ii) unavailability caused by circumstances beyond MyHirely’s reasonable control, including but not limited to force majeure events, internet service provider failures or delays, and denial of service attacks.
    2.3. Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the Service.
    2.4. Service Revisions. MyHirely  may revise Service features and functions at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the Service materially reduces features or functionality provided pursuant to an Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding. If any such revision materially reduces service levels provided pursuant to an outstanding Order, the revisions will not go into effect with respect to such Order until the start of the Term beginning 45 or more days after MyHirely  posts the revision and so informs Customer.
  3. Service Fees.
    Customer shall pay MyHirely the fee set forth in each Order (the “Subscription Fee”) for each Term. MyHirely will not be required to refund the Subscription Fee under any circumstances.
  4. Customer Data and Privacy.
    4.1. Use of Customer Data. Unless it receives Customer’s prior written consent, MyHirely: (a) shall not access, process, or otherwise use Customer Data other than as necessary to facilitate the Service; and (b) shall not intentionally grant any third party access to Customer Data, including without limitation MyHirely’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, MyHirely may disclose Customer Data as required by applicable law or by proper legal or governmental authority. MyHirely shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.
    4.2. Privacy Policy. The Privacy Policy applies only to the Service and does not apply to any third party website or services linked to the Service or recommended or referred to through the Service or by MyHirely’s staff.
    4.3. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Service, Customer assumes such risks. MyHirely offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
    4.4. Data Accuracy. MyHirely will have no responsibility or liability for the accuracy of data uploaded to the Service by Customer, including without limitation Customer Data and any other data uploaded by Users.
    4.5. Data Deletion. MyHirely may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 120  days or more.
    4.7. Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 4, Licensee agrees that MyHirely may calculate aggregate, anonymized statistics about its Customers’ use of the Service that are non-personally identifiable with respect to Customer and/or any individual and use those statistics (but not the underlying data) for purposes of MyHirely’s own sales, marketing, business development, product enhancement, or customer service initiatives. Notwithstanding the foregoing, MyHirely shall ensure that the statistics will not constitute Personal Data and will not include any Personal Data.
  5. Customer’s Responsibilities and Restrictions.
    5.1. Acceptable Use.; (a) provide Service passwords or other log-in information to any third party; (b) share non-public Service features or content with any third party; or (c) access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, or to copy any ideas, features, functions or graphics of the Service. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, MyHirely may suspend Customer’s access to the Service without advanced notice, in addition to such other remedies as MyHirely may have.
    5.2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Service, including without limitation by protecting its passwords and other log-in information. Customer shall notify MyHirely immediately of any known or suspected unauthorized use of the Service or breach of its security and shall use best efforts to stop said breach.
    5.3. Compliance with Laws. In its use of the Service, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
  6. IP and Feedback.
    6.1. IP Rights to the Service. MyHirely retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all graphics, user interfaces, logos, and trademarks reproduced through the Service. This Agreement does not grant Customer any intellectual property license or rights in or to the Service or any of its components. Customer recognizes that the Service and its components are protected by copyright and other laws.
    6.2. Feedback. MyHirely has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to MyHirely, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict MyHirely’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. Notwithstanding the provisions of Article 7 below, Feedback will not be considered Confidential Information, provided information Customer transmits with Feedback or related to Feedback may be considered Confidential Information. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of MyHirely’s products or services.)
  7. Confidential Information.
    “Confidential Information” refers to the following items MyHirely discloses to Customer: (a) any document MyHirely marks “Confidential”; (b) any information MyHirely orally designates as “Confidential” at the time of disclosure, provided MyHirely confirms such designation in writing within 10 business days; (c) the Documentation; and (d) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Customer. Customer is on notice that the Confidential Information may include MyHirely’s valuable trade secrets.
    7.1. Nondisclosure. Customer shall not use Confidential Information for any purpose other than internal personal use of the Service to manage and track job candidates and applicants (the “Purpose”). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 7; and (b) shall not disclose Confidential Information to any other third party without MyHirely’s prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify MyHirely of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give MyHirely prompt notice of any such legal or governmental demand and reasonably cooperate with MyHirely in any effort to seek a protective order or otherwise to contest such required disclosure, at MyHirely’s expense.
    7.2. Injunction. Customer agrees that breach of this Article 7 would cause MyHirely irreparable injury, for 5 which monetary damages would not provide adequate compensation, and that in addition to any other remedy, MyHirely will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
    7.3. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Nondisclosure) will terminate one year after the date of disclosure; provided that such obligations related to Confidential Information constituting MyHirely’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to MyHirely or certify, in writing, the destruction thereof.
    7.4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. MyHirely will retain all right, title, and interest in and to all Confidential Information.
    8. From MyHirely. MyHirely represents and warrants that it is the owner of the Service and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. MyHirely’s representations and warranties in the preceding sentence do not apply to use of the Service in combination with hardware or software not provided by MyHirely. In the event of a breach of the warranty in this Section 8.1, MyHirely, at its own expense, shall promptly take the following actions: (a) secure for Customer the right to continue using the Service; (b) replace or modify the Service to make it noninfringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states MyHirely’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the Service.
  8. From Customer. Customer represents and warrants that: (a) it has the full right and authority to 6 enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Service; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
    8.2. Warranty Disclaimers. Except to the extent set forth in Section 8.1 above, CUSTOMER ACCEPTS THE SERVICE “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) MyHirely HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) MyHirely DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) MyHirely DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
  9. Indemnification.
    Customer shall defend, indemnify, and hold harmless MyHirely and the MyHirely Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer’s alleged or actual use of, misuse of, or failure to use the Service, including without limitation: (a) claims by Users or by Customer’s employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Service through Customer’s account, including without limitation by Customer Data. Customer’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. MyHirely will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “MyHirely Associates” are MyHirely’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
  10. Miscellaneous.
    Publicity. Customer grants MyHirely the right to add Customer’s name and company logo to MyHirely’s customer list and use in own sales, marketing, and business development initiatives.
    Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without MyHirely’s express written consent.
    Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
  11. Amendment. MyHirely may amend this Agreement from time to time by posting an amended version at its Website. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives MyHirely written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 11, Term & Termination). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section .11, MyHirely may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.