MY CAREER CUSTOMER TERMS OF SERVICE

IMPORTANT – READ THIS CAREFULLY BEFORE USING OR ACCESSING THESE PROPRIETARY SERVICES.

BY AGREEING TO AN ORDER, CLICKING “I AGREE” TO AN ORDER, SUBMITTING A CREDIT CARD PAYMENT FORM, OR BY OTHERWISE ACCESSING OR USING THE PLATFORM OR THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.

These MyCareer Customer Terms of Service (“Terms”), along with the Order (defined below) and other documents incorporated by reference (collectively, “Agreement”) create an agreement between PAIRIN, Inc., a Delaware corporation (“PAIRIN”) and the business entity or person identified on the Order for whom you (“You”) are acting (“Customer”). This Agreement governs Customer’s access to and use of the Platform (defined below) and PAIRIN’s provision of PAIRIN’s proprietary career exploration solution the Services (as further defined below) through the Site (defined below). You are entering into this Agreement for Customer’s access and use of the Services in accordance with this Agreement. You represent and warrant that You are entering into this Agreement on behalf of Customer and that You have the authority to bind Customer to this Agreement.

The Order is considered an offer and PAIRIN is willing to provide the Services to Customer only on condition that You accept all the terms in this Agreement on behalf of Customer. Any different or additional terms and conditions set forth in any purchase order, confirmation, statement of work, order form or similar ordering document are rejected and shall have no force or effect on the Agreement unless it is an amendment or addendum to the Agreement signed by authorized representatives of both parties.

If Customer has entered into a signed written agreement or other online agreement with PAIRIN for the Services prior to this Agreement, then this Agreement shall supersede and take precedence over any such earlier agreement. This Agreement shall be the entire agreement between the parties regarding the Services and any earlier agreement is hereby terminated.

1. DEFINITIONS.

1.1 “Commencement Date” means the effective date of the agreement and identified as the Commencement Date set forth in the Order or, if no “Commencement Date” is set forth in the Order, the Commencement Date will be the date of the last signature on the Order. 

1.2 “Customer Account” means Customer’s account with PAIRIN.

1.3 “Customer Data” means the content, data and information submitted by or for Customer or Users via the Platform.

1.4 “Customer Marks” means Customer’s business name, logo, trademarks, service marks, images, domain names and other similar content provided to PAIRIN for use with the Services.

1.5 “Documentation” means any user materials, guides, instructions, and support articles made available by PAIRIN to Customer, as may be updated by PAIRIN from time to time, in connection with the Services.

1.6 “Feedback” means suggestions, enhancement requests, ideas, feedback, recommendations, or other input about the Services.

1.7 “Fees” means all agreed upon fees for Services outlined in an Order.

1.8 “Order” means any order document executed by PAIRIN and Customer specifying the Services to be provided and Fees to be paid under this Agreement. These Terms are incorporated into each Order. The term “Order” includes any quotation, proposal, or order for Services made online through any ordering process on the Site through which Customer orders Services.

1.9 “Platform” means the PAIRIN MyCareer platform, a cloud-based solution for personalizing career exploration comprised of PAIRIN’s proprietary technology and Software.

1.10 “Services” means PAIRIN’s software as a service solution as described in the Order and this Agreement that enables Users to identify optimal careers and personalized paths that match each individual’s skills, experience and interests, with tools to get more job interviews and may include, if set forth in an Order, PAIRIN’s provision of access to and use of the Platform described in an Order, Support Services, and implementation and configuration services described in an Order. The term “Services” does not include Third Party Services.

1.11 “Site” means the PAIRIN website currently located at https://pairin.com, or a custom URL agreed to by the parties.

1.12 “Software” means PAIRIN’s proprietary software programs made available by PAIRIN as part of the Platform, including any modified, updated, or enhanced versions of such software that may become part of the Software.

1.13 “Support Services” means the technical support and Software maintenance described in Section 6.

1.14 “Third Party Services” means any cloud applications, cloud service endpoints, data services, mobile, offline, or other software functionality that is provided by a third party to which Customer or Users may access and connect using the Services.

1.15 “Users” means, collectively, (a) individuals who are authorized by Customer to access and use the Services in connection with Customer’s services, and (b) Customer’s employees, independent contractors and other individuals who are authorized by Customer to access and use the Services on behalf of Customer.

2. SERVICES.

2.1 Provision of Services. Subject to the terms and conditions of this Agreement, PAIRIN shall provide the Services ordered by Customer in the applicable Order and any applicable service specific agreement or addendum incorporated into such Order, including any other rights granted to Customer in an Order related to the Services. Services shall be provided by PAIRIN in accordance with the Order and the terms and conditions of this Agreement. Support Services shall be provided by PAIRIN in accordance with Section 6.

2.2 Customer Cooperation. Customer shall supply to PAIRIN the Customer Data and such other access and personnel resources reasonably necessary for PAIRIN to provide the Services to Customer. PAIRIN and Customer will each use commercially reasonable efforts in connection with the delivery of the Services in order to complete the project scope as specified in the Agreement. Customer acknowledges and agrees that PAIRIN’s obligation and ability to deliver all Services is dependent on the reasonable and timely assistance and cooperation from Customer’s officers, employees and agents. Customer agrees not to engage in any conduct that would prevent or impede PAIRIN from satisfying its obligations under this Agreement.

2.3 Customer Resources. Unless otherwise expressly set forth in an Order, Customer is solely responsible for, at its own expense, acquiring, installing, and maintaining all connectivity equipment, internet and network connections, hardware, software, and other equipment as may be necessary for Users to connect to, access and use the Services.

2.4 Third Party Services. The Services may access and utilize Third Party Services. PAIRIN does not control or own any Third Party Services, and the access to and use of such Third Party Services, including the availability and uptimes related to such Third Party Services, is solely determined by the relevant third parties that control such Third Party Services. PAIRIN shall not be liable for any downtime, discontinuation, or any other issues with or caused by the Third Party Services that are outside PAIRIN reasonable control. In order to access and use a Third Party Service, such third party may require that Customer enter into a separate agreement with such third party (“Third Party Agreement”) in order to access and use the applicable Third Party Service and obtain additional consents to connect the Third Party Service to the Platform.

3. RIGHTS AND RESPONSIBILITIES.

3.1 Access Rights; Customer’s Use of the Platform. Subject to the terms and conditions of this Agreement, PAIRIN hereby grants to Customer, during the Term, a non-exclusive, non-sublicensable right to access and use the Platform and the Services for Customer’s business purposes as described in the applicable Order and enable access and use by Users, in accordance with the Order, the Documentation, and the terms and conditions of this Agreement. PAIRIN and its licensors reserve all rights in and to the Platform not expressly granted to Customer under this Agreement.

3.2 Restrictions on Use. Customer shall not: (a) directly or acting through a third party under its control, reverse engineer, decompile, disassemble or otherwise attempt to derive source code, in whole or in part, or trade secrets or know-how in or underlying the Platform or any portion thereof, (b) use the Platform or Services for any illegal, unauthorized or otherwise improper purposes; (c) modify or make derivative works of any part of the Platform or; (d) access the Platform in order to build a similar or competitive product or service; or (e) use the Services in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Documentation or this Agreement.

3.3 Modifications. PAIRIN may add or modify the functionality or features of the Services from time to time, including all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades, and changes to the Services (each a “Modification”). Customer shall be able to access and use any Modifications in the same manner as made commercially available by PAIRIN to other similarly situated customers, at no additional cost to Customer. In the event any Modification materially reduces the functionality of the Services, Customer may terminate this Agreement upon 30 days written notice and receive a refund of any prepaid fees for any period of the applicable Term that has not yet occurred.

3.4 User Eligibility. Under the rights granted to Customer in this Agreement, Customer may permit individuals, employees, or contractors of Customer to become Users in order to access and use the Platform and Services in accordance with this Agreement. All Users must be: (a) at least 13 years of age or older; (b) authorized by Customer to use the Platform and the Services; and (c) not otherwise barred from the using the Platform or the Services under applicable law (collectively, the “Eligibility Requirements”). Customer represents, warrants, and certifies that Customer shall not allow any User that does not meet the Eligibility Requirements to use the Services or the Platform and Customer shall not provide any Customer Data from any Users that do not meet the Eligibility Requirements. 

3.5 Responsibility for Users. Customer shall be fully responsible for Users’ compliance with the applicable provisions of this Agreement and the then-current User Terms of Service posted to the Platform (the “User TOS”). Customer shall be liable for the acts and omissions of all such Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of or otherwise give rise to liability to Customer under this Agreement. Customer shall not and shall not permit any User to use the Platform or Services except as expressly permitted under this Agreement. In the event that Customer directs the Platform or Services or otherwise makes the Platform or Services available to Users under the age of 18, Customer represents and warrants that: (a) Customer has ensured that the User TOS is enforceable with respect to such Users, including by ensuring that the appropriate parent or legal guardian has agreed to the User TOS on behalf of the relevant User, as applicable; and (b) Customer has collected and documented all necessary consents or authorizations from parents or legal guardians under applicable law for the relevant User to access and use the Platform or Services or, if such Customer has not independently collected and documented such consents or authorizations, Customer will not permit such Users to access or use the Platform or the Services. PAIRIN does not intend to control or monitor Customer’s relationship with its Users, or any User’s experience, however, PAIRIN reserves the right to disconnect or otherwise terminate a User’s access to the Platform or the Services for usage that violates (or may violate) the User TOS or that otherwise appears unlawful; provided that PAIRIN shall notify Customer of such violation (to the extent reasonably practical) and the parties shall mutually cooperate to minimize the disruption and reasonably address any such violation. Notwithstanding anything in the User TOS or this Agreement to the contrary, in the event of any conflict between the terms and conditions of the User TOS and this Agreement, this Agreement shall be deemed to control.

4. FEES AND PAYMENT TERMS.

4.1 Price. Customer shall pay the Fees for the Services set forth in the applicable Order in accordance with terms set forth in the applicable Order. Fees are exclusive of, and Customer shall pay all taxes, fees, duties, and other governmental charges arising from the payment of any Fees or any amounts owed to PAIRIN under this Agreement (excluding any taxes arising from PAIRIN income or any employment taxes). Fees for any Services requested by Customer that are not set forth in an Order will be charged as mutually agreed to by the parties in writing. All payments received by PAIRIN are non-refundable except as otherwise expressly provided in this Agreement. Customer shall make all payments in United States Dollars.

4.2 Payment. Unless the applicable Order provides otherwise, Customer shall pay the Fees within 30 days after Customer’s receipt of the applicable invoice for such Services. PAIRIN may charge interest on all past due invoices at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. If the Customer Account becomes past due, Customer will receive written notice to that effect. If Customer fails to pay all past due amounts within 10 business days after notification, PAIRIN may suspend the provision of all Services until such time as Customer pays all past due amounts. If Customer is habitually delinquent in its payments, PAIRIN may, upon written notice to Customer, (a) terminate this Agreement for breach without an opportunity to cure, or (b) the payment terms shall be modified to require full payment before the provision or continued use of all Services (both currently contracted and scheduled future provisioned) or require other assurances to secure Customer’s payment obligations hereunder. In the event of any disputed invoiced fees for which Customer disputes in good faith, Customer shall provide PAIRIN with written notice of the disputed amount within 30 days after receipt of the applicable invoice and shall timely pay any undisputed portion of such invoice. Customer shall cooperate in good faith with PAIRIN in an attempt to resolve any disputed invoice or portion thereof within 30 days of notice of dispute. Within 30 days following the resolution of any dispute, Customer shall pay to PAIRIN the resolved amount of fees due PAIRIN.

5. PROPRIETARY RIGHTS.

5.1 Customer. As between the parties, Customer owns all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer grants PAIRIN a limited, non-exclusive, non-transferable (except as permitted by Section 13.2), non-sublicensable right and license to use the Customer Data solely as necessary to perform its obligations in accordance with the terms of this Agreement and otherwise expressly provided in this Agreement.

5.2 Usage Data. Notwithstanding the foregoing, PAIRIN shall have the right to collect and analyze data and other information relating to the provision, use and performance of the Platform and the Services (including, without limitation, information utilizing Customer Data, and data derived therefrom) (“Usage Data”), and PAIRIN will be free, during and after the Term, to use such information and data to improve and enhance the Platform and the Services, and for other educational, research, development, diagnostic and corrective purposes in connection with the Platform, Services, and other PAIRIN offerings. PAIRIN may also collect, publish, share or otherwise distribute Usage Data provided that such Usage Data is aggregated with data from other PAIRIN customers or users in a manner that does not reasonably allow Usage Data to be separated from such aggregate data and identified as relating to particular Users. 

5.3 PAIRIN. All proprietary technology utilized by PAIRIN to perform its obligations under this Agreement, and all intellectual property rights in and to the foregoing, as between Customer and PAIRIN, are the exclusive property of PAIRIN. PAIRIN or its third party licensors retain ownership of all right, title and interest to all copyrights, patents, trademarks, trade secrets and other intellectual property rights in and to the Platform, including without limitation the Software, PAIRIN’s database (and all data therein except for Customer Data), Documentation, configurations, customizations and enhancements, and all processes, know-how, and the like utilized by or created by PAIRIN in performing under this Agreement. Any rights not expressly granted to Customer hereunder are reserved by PAIRIN.

5.4 Feedback. Customer may voluntarily submit Feedback at any time. If Customer provides PAIRIN with Feedback, then Customer grants PAIRIN an irrevocable, perpetual, worldwide right and license to display, perform, use, disclose, reproduce and distribute Customer’s Feedback, as well as all other rights necessary to use and exercise all rights in that Feedback in connection with the Services and/or otherwise in connection with PAIRIN’s business for any purpose. Also, Customer grants all other users of the Services a license to access that Feedback, and to use and exercise all rights in it, as permitted by the functionality of the Services. PAIRIN reserves the right, in its sole discretion, to use such Feedback or refrain from using such Feedback, and PAIRIN will not pay Customer or others for any such usage.

5.5 Customer Marks. Customer hereby grants PAIRIN a non-exclusive right and worldwide license to use and display Customer Marks on the Platform and related marketing collateral to (i) provide the Services and (ii) identify Customer as a customer of PAIRIN. PAIRIN obtains no rights to the Customer Marks except for the limited right described in this Section or in the applicable Order, and Customer retains all right, title, and interest in and to the Customer Marks. All use of the Customer Marks by PAIRIN will inure to Customer. All use of the Customer Marks by PAIRIN shall require the prior written consent of Customer.

6. SUPPORT. PAIRIN will provide Customer with the following Support Services for the Platform.

7. TERM AND TERMINATION.

7.1 Term of Agreement. The initial term of this Agreement shall begin on the Commencement Date and continue until the Contract End Date specified in an Order (“Initial Term”). This Agreement will automatically renew for additional 1-year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless a party provides the other party with written notice of non-renewal at least 30 days before the end of the Initial Term or applicable Renewal Term. Except as expressly provided in the applicable Order, renewal of Services will be at PAIRIN’s applicable pricing in effect at the time of the applicable renewal.

7.2 Termination for Cause. A party may terminate this Agreement or an Order upon notice if the other party breaches any material provision of this Agreement and does not cure such breach (provided that such breach is capable of cure) within 30 days after being provided with written notice of such breach.

7.3 Effects of Termination. Upon the effective date of termination of this Agreement: (a) all amounts owed to PAIRIN under this Agreement before such termination will be due and payable in accordance with Section 4, (b) the Order will terminate and PAIRIN shall cease providing the Services, (c) all rights granted in this Agreement will cease, and (d) within 30 days after such termination, each party shall return or destroy all Confidential Information of the other party in its possession and shall not make or retain any copies of such Confidential Information, except (i) as required to comply with any applicable legal or accounting record keeping requirement or (ii) that a party may retain Confidential Information in a party’s archived backup files. Unless Customer terminates this Agreement for PAIRIN’s uncured breach in accordance with Sections 7.2, such termination shall not terminate or affect Customer’s obligation to pay all Fees for the entire Term for Services agreed upon by Customer and Customer shall not be entitled any refund of prepaid Fees. Sections 1, 5, 7.3, 9, 10, 11, 12 (for as long as PAIRIN has Customer Data) and 13, and all payment obligations shall survive termination of this Agreement. 

8. WARRANTIES; DISCLAIMERS.

8.1 Performance Warranty. PAIRIN warrants that the Platform and Services will perform substantially as described in the Order and associated Documentation, when operated in accordance with the Documentation. PAIRIN shall use commercially reasonable efforts to correct, in accordance with Section 6, any reproducible material error in the Platform that indicates a breach of the foregoing warranty reported by Customer within 30 days after Customer experiences the error. If PAIRIN is unable to correct a properly reported error within 30 days, PAIRIN shall, upon request by Customer, provide remedies in accordance with the applicable service level agreement for the Services. PAIRIN shall have no obligation to undertake any action for any error caused by Customer or a third party or the combination of the Services with third party products or materials. Customer’s sole and exclusive remedy for the breach of the performance warranty set forth in this Section 8.1.

8.2 Representations and Warranties by Customer. Customer represents and warrants that: (a) it shall comply with and shall not violate any Third Party Agreements in connection with the Services; and (b) it has the right to (i) use the Customer Data as contemplated by this Agreement and (ii) grant PAIRIN the licenses in Section 5.1 and 5.5. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, PAIRIN shall have the right to suspend any of the Services in order to prevent harm to PAIRIN or its business and to limit any potential liability; provided such suspension shall be reasonably limited to the extent necessary to prevent harm to PAIRIN. If practicable, PAIRIN shall provide notice and opportunity to cure. Once cured, at PAIRIN’s discretion, PAIRIN shall use reasonable efforts promptly restore the Services.

8.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, THE SERVICES ARE PROVIDED SOLELY ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS SOLE RISK. PAIRIN DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. PAIRIN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, COST OF REPLACEMENT OF GOODS OR SERVICES, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA OR INTERRUPTION OR LOSS OF USE OF SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PAIRIN’S TOTAL LIABILITY TO CUSTOMER FOR ANY REASON (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY) IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR OWED BY CUSTOMER DIRECTLY TO PAIRIN FOR THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE LIMITATIONS OF LIABILITIES SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO LIABILITY ARISING FROM A BREACH OF SECTION 11, OR THE OBLIGATIONS UNDER SECTION 10.

10. INDEMNIFICATION.

10.1 Claims Against Customer. PAIRIN shall defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Software infringes any intellectual property rights of such third party (each, a “Customer Claim”), and PAIRIN shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer promptly notifying PAIRIN in writing of such Customer Claim, provided any failure or delay or alleged delay in providing such notice shall not adversely affect the right to indemnification hereunder, unless and then only to the extent that such failure or delay or alleged delay has resulted in actual prejudice to the indemnifying party, giving PAIRIN sole control of the defense thereof and any related settlement negotiations, and cooperating and, at PAIRIN’s request and expense, assisting in such defense. If the use of the Platform is enjoined, PAIRIN shall, at its option and expense either (i) procure for Customer the right to continue using the Platform, (ii) replace the Software with a non-infringing but functionally equivalent product, (iii) modify the Software so it becomes non-infringing, or (iv) terminate this Agreement and refund the amounts Customer paid for Services that relate to the period during which Customer was not able to use the Platform. Notwithstanding the foregoing, PAIRIN will have no obligation under this Section 10.1 with respect to any infringement claim based upon: (1) any use of the Platform not in accordance with this Agreement; (2) any use of the Platform in combination with products, equipment, software, or data that PAIRIN did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; or (3) any modification of the Platform by any person other than PAIRIN or its authorized agents or subcontractors. This Section 10.1 states PAIRIN’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.

10.2 Claims Against PAIRIN. Customer shall defend, any claim, suit, or action against PAIRIN brought by a third party to the extent that such claim, suit or action is based upon (a) Customer’s or User’s use of the Platform or Services in violation of this Agreement or applicable law, (b) Customer’s or User’s failure to comply with the User TOS or any Third Party Agreement, or (c) on an allegation that the Customer Data or the Customer Marks infringe intellectual property, personal or proprietary rights of such third party (each, a “PAIRIN Claim”) and Customer shall indemnify and hold PAIRIN harmless, from and against Losses that are specifically attributable to such PAIRIN Claim or those costs and damages agreed to in a settlement of such PAIRIN Claim. The foregoing obligations are conditioned on PAIRIN promptly notifying Customer in writing of such PAIRIN Claim, provided any failure or delay or alleged delay in providing such notice shall not adversely affect the right to indemnification hereunder, unless and then only to the extent that such failure or delay or alleged delay has resulted in actual prejudice to the indemnifying party, giving Customer sole control of the defense thereof and any related settlement negotiations, and cooperating and, at Customer’s request and expense, assisting in such defense. 

11. CONFIDENTIALITY.

11.1 Definitions. “Confidential Information” means all information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to a third party, whether or not such information is designated as confidential. PAIRIN’s Confidential Information includes Software, Platform, and Documentation. Customer’s Confidential Information includes Customer Data. 

11.2 Protection. Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement, and shall not disclose Confidential Information to anyone other than Recipient’s employees and independent contractors who have a need to know such Confidential Information for purposes of this Agreement and who are under subject to confidentiality obligations no less restrictive than Recipient’s obligations under this Section 11. Recipient shall protect Confidential Information from unauthorized use, access, and disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

11.3 Exceptions. Recipient shall have no confidentiality obligations under Section 11.2 above with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient prior to Discloser’s disclosure; (b) is disclosed to Recipient by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information; or (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of Confidential Information. Recipient may disclose Confidential Information if required to as part of a judicial process, government investigation, legal proceeding, or other similar process, provided that, to the extent permitted by applicable law, Recipient gives prior written notice of such requirement to Discloser. Recipient shall take reasonable efforts to provide this notice in sufficient time to allow Discloser to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and Recipient shall reasonably cooperate in such efforts at the expense of Discloser.

12. DATA PROTECTION. PAIRIN and Customer shall comply with the MyCareer Data Processing Addendum posted at www.pairin.com/mycareerdpa, the terms of which are hereby incorporated by reference into this Agreement.

13. GENERAL.

13.1 Independent Contractor. PAIRIN acknowledges that it is an independent contractor, and neither Customer nor PAIRIN is intended to or should be construed to be an agent, partner, joint venture, or employee of the other. Neither party has any authority to bind or otherwise obligate the other party in any manner, and neither party may represent to anyone that it has a right to do so. 

13.2 Assignment. Neither party may assign or transfer, by operation of law or otherwise, this Agreement or any of its rights under this Agreement to any third party without the other party’s prior written consent, such consent shall not be unreasonably withheld or delayed; except that a party may assign this Agreement without consent from the other party by operation of law or otherwise to (a) an affiliate or (b) any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or transfer in violation of the foregoing will be void. This Agreement does not confer any rights or remedies upon any person or entity not a party hereto.

13.3 Force Majeure. In no event will a party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement or any Order when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including, but not limited to, natural disasters, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation, government-ordered quarantines or shelter orders, or directly related to novel virus outbreaks, pandemics and epidemics (each, a “Force Majeure Event”). The party not subject to the Force Majeure Event may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 60 days or more. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. A Force Majeure Event may delay but shall not relieve a party from a payment obligation under this Agreement or any Order.

13.4 Notices. To be effective, notices, consents, and approvals under this Agreement must be delivered in writing by electronic mail, courier, or certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address for each party set forth on the Order and will be effective upon receipt, except that electronic mail may be used to distribute routine communications and to obtain approvals and consents but may not be used for any other notices.

13.5 Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado without reference to its choice of law rules. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in Denver, Colorado in any litigation arising out of this Agreement or the Services.

13.6 Remedies. Except as otherwise expressly provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Each party acknowledges and agrees that any actual or threatened breach of Sections 3.2, 11, or 12 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, the breaching party agrees to waive any bond that would otherwise be required. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party.

13.7 Waivers. To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.8 Severability. If any provision of this Agreement is, for any reason, held to be unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).

13.9 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

13.10 Entire Agreement. This Agreement, including any Order, exhibits, addenda, or attachments thereto, constitute the final and entire agreement between the parties regarding the subject hereof and supersedes all other agreements, whether written or oral, between the parties concerning such subject matter. No terms and conditions proposed by either party shall be binding on the other party unless accepted in writing by both parties, and each party hereby objects to and rejects all terms and conditions not so accepted. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of the Agreement shall govern. No amendment to this Agreement will be effective unless in writing and signed by both parties.