Privacy Policy

Terms of Use FOR HUMANIZ.IO

Last Updated June 1st, 2024

By accessing our webSite (the “SITE”), WHETHER ON A DESKTOP COMPUTER, LAPtop or mobile device, or by using our Services, you agree to BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH IN THERE TERMS OF USE (The “TERMS”).

PLEASE NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF OUR SITE, PLATFORM AND SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE Mandatory Arbitration; Venue; Governing Law PROVISION BELOW. PLEASE READ CAREFULLY.

Thank you for choosing Humaniz, Inc. (“Humaniz”, “we”, “us”, or “our”) for your real estate agency and team growth management needs. By using our Platform, you acknowledge you have read, understood, and agree to bind yourself and any entity you represent to these Terms. Furthermore, you represent and warrant that you have the right, authority, and capacity to enter into these Terms on behalf of yourself and any entity that you represent.

These Terms shall govern the manner under which all applicants, subscribers, or other users (“you” or “your” or “user”) may use our Site, our Platform and our Services. These Terms shall include the terms of our Privacy Policy (found here) (our “Privacy Policy”). Certain portions of our Services such as our Software as a service (“Saas”) and our Advertising Management services (“Ad Management”) have additional guidelines, terms and rules which govern your use with such services, more specifically our Services License Agreement (“Service Agreement”) sets forth our agreement in connection with our Saas services and the Advertising Management Rider to Services License Agreement (“Ad Management Rider”) sets forth our agreement in connection with our Ad Management services.

You must be 18 years of age or older to visit or use our Site or Services in any manner.

1. Definitions

“Applicant” or “applicants” shall mean any individual using our Platform, on behalf of themselves or another person, (i) to apply to a job listing or advertisement, (ii) to upload their Personal Information in connection with a job listing or advertisement, or (iii) to obtain additional information related to employment or job listings or advertisements.

“Platform” shall mean our Site, however accessed, landing pages, and Services, as well as any derivative or affiliated websites which we run or operate.

“Profile” shall mean an account created by a subscriber to be used in connection with our Saas services. Profiles may require subscribers to list Personal Information about themselves and may allow the storage of communications, resumes, CVs and other information from applicants in connection with subscriber’s use of the Platform and Services.

“Services” shall mean all applications, software and services offered by Humaniz, as may be added to, removed from, modified or amended from time to time. More specifically, the Services shall mean (i) on the part of the subscriber, the use of our Saas services and Ad Management services, if elected by subscriber, including any and all modifications, versions, updates, revisions, and improvements thereto, that a subscriber may use on our Platform for (a) posting job listings or advertisements on job boards, including job board syndication, (b) applicant tracking, (c) collecting, aggregating, and providing relevant applicant information to subscribers, (d) license verification, (e) job position screening, (f) providing subscribers with applicant contact information, (g) sending employment or independent contractor agreements to approved applicants, (h) providing education and training courses, (i) providing productivity tools for hired employees and contractors, (j) facilitating and/or scheduling interviews for applicants, and (k) allowing us to provide the Ad Management services to those that elect such services, and (ii) on the part of the applicant, the Services allowing applicants to find and apply for jobs through our Platform.

“Site” shall include any websites or webpage under our control, whether partial or otherwise, and include our Services.

“Subscribers” shall mean all persons or entities seeking applicants or desiring to make information related to a job listing or advertisement available to applicants through the use of our Platform, Site or Services. Subscribers may include, but are not limited to, individuals, recruiters, and/or business entities.

“Users” or users” shall describe any person visiting or using our Site, Services, Platform, or mobile application including applicants, subscribers as well as anyone else.

1. Use of Content.

We hereby grant you, subject to these Terms, our Privacy Policy, Service Agreement and Ad Management Rider, as applicable, a non-transferable, non-exclusive, revocable, limited license to access and use our Site, Services, Platform, Content and to download and print a copy of the Content available on or from our Site solely for personal, non-commercial use. You may not (i) share or transmit our Content to third parties, (ii) make derivative copies of such Content, (iii) sell, lease, license, rent, transfer, assign, host, distribute, or commercially exploit our Content, or (iv) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform or Services, without our express written authorization. The contents of our Platform such as designs, text, graphics, images, video, information, logos, button icons, software, audio files and other content that we own or have created (collectively, “Content”), are protected under copyright, trademark and other intellectual property laws. Our Content is and shall remain at all times the exclusive property of Humaniz and/or its licensors. The collection, arrangement and assembly of all Content on our Platform is the exclusive property of Humaniz and is protected by copyright, trademark, and other laws. Unauthorized use of our Content may violate these laws and is strictly prohibited. You must preserve all copyright, trademark, service mark and other proprietary notices contained in our Content on any authorized copy you make of the Content.

Any code that Humaniz creates to generate or display any Content or the pages making up our Platform is also protected by our copyright and you may not copy, adapt and/or make derivatives of such code.

Neither these Terms (nor your access to the Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in this section. Humaniz and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3. Your Use of the Services.

Each user is responsible for maintaining the confidentiality of their Profile and passwords. You may not share your password or other account access information with any other party, temporarily or permanently except as set forth in the Service Agreement and/or the Ad Management Rider, and you shall be responsible for all uses of our Site, Platform and Services under your Profile or account, whether or not authorized by you. You agree to immediately notify Humaniz of any unauthorized use of your account, Profile, or passwords.

Users shall not do any of the following:

• transmit, post, distribute, store or destroy material, including without limitation our Content or other User Content, in violation of any applicable law or regulation, including but not limited to laws or regulations governing the collection, processing, or transfer of personal information, or in breach of our Privacy Policy;
• take any action that imposes an unreasonable or disproportionately large load on the infrastructure necessary to operate our Platform or our Services;
• use any tool or device to navigate or search our Platform other than the tools and devices made available by us on the Platform or through the Services, generally available third-party web browsers, or other tools approved by Humaniz;
• use any data mining, robots or similar data gathering or extraction methods on our Platform or through our Services;
• violate or attempt to violate the security of our Platform or Services including attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
• forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;
• reverse engineer or decompile any parts of our Platform or Services including our code;
• aggregate, copy or duplicate in any manner any of our Content, other User Content or information available from our Platform or through our Services, other than as permitted by these Terms;
• frame or link to any Content or information available from our Platform or Services, unless permitted by these Terms;
• post someone else’s resume, apply for a job listing or advertisement or posting on behalf of someone else or provide any biographical information or other information of someone else, unless such person has provided explicit written consent allowing such activity;
• defer any contact from a subscriber to any recruiter, agency, or other third party;
• access data not intended for you or logging into a server or Profile which you are not authorized to access;
• delete or alter any User Content posted by any other person or entity;
• harass, incite harassment or advocate harassment of any group, company, or individual;
• send unsolicited mail or email, make unsolicited phone calls or send unsolicited texts, tweets, messages or faxes promoting and/or advertising products or services to any user, or contact any users that have specifically requested not to be contacted by you;
• attempt to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus, or otherwise overloading, flooding, spamming, mailbombing or crashing our Platform or our Services; or
• take any action prohibited by these Terms, our Privacy Policy, Ad Management Rider or Service Agreement.

Any violations of system or network security shall result in immediate termination or suspension of your Profile or access to use our Platform or Services, as determined in our sole discretion, and may result in civil and/or criminal liability. We will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

4. Specific Terms For Subscribers.

In order to use certain features of the Services, users must register for a Profile and provide certain information about yourself or your company as prompted by the account registration form. If a user fails to comply with these Terms at any time, Humaniz may suspend or terminate your Profile.

Subscribers are solely responsible for their posted User Content on our Platform or through the Services. Humaniz is not responsible for posting or soliciting job opportunities from applicants and shall not be considered an employer in connection with our Platform or Services. Humaniz shall not be responsible for any employment decisions made by any subscriber. Each subscriber understands and agrees that the subscriber is solely responsible for keeping any private information obtained through the Services including, but not limited to, using applicant provided information solely for its intended purpose (i.e., contacting the applicant, scheduling interviews for job listings and applications, etc.).

Subscribers understand and acknowledge that if a subscriber cancels their subscription or Profile, or if a subscribers’ Profile is terminated or suspended for any other reason, including a breach of these Terms, our Privacy Policy, Ad Management Rider or the Service Agreement, all information located in your Profile or account, including, but not limited to, applicant data, resumes, CVs, or contact information, applicant Personal Information, scheduled interviews, messages or communications with applicants, job copy and any other stored information may be marked for deletion and may be deleted from our servers, databases and systems in accordance with our internal deletion policies and procedures. Some information may continue to be temporarily available because of delays in facilitating our deletion procedures, however, we make no representations, warranties or guarantees that such information shall continue to be available after your Profile has been scheduled for cancelation, termination, whether such cancellation or termination results from us or from you.  Humaniz retains full discretion regarding the retention or deletion of any User data and may modify its data retention policies upon reasonable notice to our users.

In order to protect our users from unwanted advertising or solicitation, we reserve the right to restrict the number of e-mails or communications that a subscriber may send to other users to an amount we deem, in our sole discretion, to be appropriate.

Job Listings and Advertisements

A job listing or advertisement may not contain:

• any hyperlinks, other than those authorized by Humaniz;
• misleading, unreadable, or “hidden” keywords, repeated keywords or keywords that are irrelevant to the job opportunity being presented, as determined in our sole discretion;
• the names, logos or trademarks of unaffiliated companies other than those which our subscribers have the right or appropriate license to display and/or post;
• the names of companies, institutions, cities, states, towns or countries that are unrelated to the posting; or
• inaccurate, false, or misleading information.

You may not use our Platform or Services to:

• post jobs listings or advertisements in a manner that does not comply with any applicable local, state, federal or international law, rule, regulation or ordinance including but not limited to laws relating to labor and employment, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, and intellectual property misappropriation;
• post job listings or advertisements that require citizenship of any particular country or lawful permanent residence in a country as a condition of employment, unless otherwise required in order to comply with law, regulations, executive order, or federal, state or local government contract;
• post jobs that include any screening requirement or criterion in connection with a job listing or advertisement where such requirement or criterion is not an actual and legal requirement of the posted job;
• promote or advertise career fairs, job fairs, hiring events, conferences, seminars or open houses or any other event or meetings without our written consent;
• create job listings or advertisements or other advertisements for competitors of Humaniz or create job listing or advertisements or other content that contains links to any site competitive with Humaniz;
• sell, promote or advertise products or services;
• post any franchise, pyramid scheme, club membership, distributorship, multi-level marketing opportunity, or sales representative agency arrangement;
• post any business opportunity that pays commission only unless the posting clearly states that the available job pays commission only and clearly describes the duties of the job;
• promote any opportunity that does not represent bona fide employment which is generally indicated by the employer’s use of IRS forms W-2 or 1099;
• post job listings or advertisements on our Platform for modeling, acting, talent or entertainment agencies or talent scouting positions;
• advertise sexual services or seek applicants for jobs of a sexual nature;
• request  reproductive services such as egg donation and surrogacy;
• endorse a political party, political agenda, political position or issue;
• promote a religion;
• post jobs located in countries subject to economic sanctions of the United States Government; or
• post jobs which require the applicant to provide information relating to his/her (i) racial or ethnic origin, (ii) political beliefs, (iii) philosophical or religious beliefs, (iv) membership of a trade union, (v) physical or mental health (including pregnancy status), (vi) sexual life, (vii) the commission of criminal offences or proceedings, or (vii) age.

We reserve the right to remove any job listing or advertisement or other content posted through our Platform or Services, which we believe, in our sole discretion, does not comply with the above Terms, or if any User Content is posted that we believe is not in the best interest of our Platform, our Services or our users.

If at any time during your use of the Services, you made a misrepresentation of fact to Humaniz or otherwise misled Humaniz in regards to the nature of your business activities, we shall have the right to suspend or otherwise terminate your Profile and/or use of the Platform and Services without notice.

Use of Data Aggregated by Humaniz

All users shall be obligated to comply with all applicable privacy, data protection and employment and labor laws in connection with their collection, aggregation, compilation and/or use the Personal Information collected through our Platform and/or Services. Our users agree not to disclose to any third party any applicants’ Personal Information, unless such person receives written authorization to disclose such information from the applicant themselves.

Subscribers shall not use the Platform or Services in any way which, we believe in our sole discretion, adversely affects our business, business prospects, the performance or function of our Platform or Services, or interferes with the ability of other subscribers to access or use our Platform or Services.

Each subscriber shall take appropriate physical, technical, and administrative measures to protect the data they have obtained from applicants, in particular information obtained from the applicant’s resumes, or CVs from loss, misuse, unauthorized access, disclosure, alteration or destruction. You shall not share your Profile or account login credentials with any other party to circumvent these Terms or any applicable laws related to the sharing of the Personal Information. If you have reason to believe that you are receiving applicant Personal Information for a job listing or advertisement unrelated to your own job listing or advertisement, you shall (a) immediately inform Humaniz, and (b) delete such Personal Information once informed by Humaniz staff to do so.

5. Specific Terms For Applicants.

When applying for a job through our Platform by uploading a resume or CV, using our Platform to obtain more information about a job listing or advertisement, or using another portion of our Services, applicants may be asked to provide certain information that is helpful or necessary for a subscriber to determine if an applicant is a suitable fit for a particular employment opportunity and to allow the subscriber to contact the applicant in connection with the job listing or advertisement. Such information may contain Personal Information. Applicant acknowledges that subscribers may retain saved copies of your Personal Information for an indefinite amount of time and that Humaniz has no control over the duration in which subscribers may retain applicant Personal Information.

A subscriber may require an applicant to provide a minimum amount of Personal Information for the job application to be processed, and applicant agrees to provide such Personal Information through our Platform and Services. Applicant acknowledges and understands that applicant may not be considered for the opportunity if applicant fails to provide the minimum Personal Information required by the job listing or advertisement.

Each applicant acknowledges and agrees that the applicant is solely responsible for the Personal Information they provide including, but not limited to, the form, content and accuracy of any resume, CV or material provided by the applicant on our Platform or through our Services. Each applicant acknowledges and agrees that the applicant shall not submit through our Platform or Services: (i) the Personal Information of any third party, (ii) any User Content that violates these Terms or our Privacy Policy, and (iii) any Personal Information that is not accurate, complete and truthful. By uploading a resume or CV, applicant acknowledges that the resume is accurate, complete and true in all respects. Applicant should regularly update their resume to ensure compliance with the foregoing paragraph.

6. User Content.

Each user understands that you are solely responsible for all information, data, text, software, music, audio, photographs, graphics, hyperlinks, video, advertisements, resumes, job listings or advertisements, messages or other materials submitted, posted or displayed by you on or through our Platform or through the Services (“User Content”). Humaniz claims no ownership or control over any User Content. You or a third party licensor, as applicable, shall retain all patent, trademark and copyright title, right and interest to any User Content you submit, post or display on or through our Platform or through our Services and you are solely responsible for protecting those rights. By submitting, posting or displaying User Content on or through our, Platform or through our Services, you grant us with an irrevocable, worldwide, non-exclusive, royalty-free, transferable, sub-licensable right to use, reproduce, adapt, distribute, exploit, and publish such User Content through our Platform and through our Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. We reserve the right, but shall not be obligated, to delete such User Content within a reasonable period of time if such User Content is removed from our Platform or our Services.

Each user represents and warrants that they have the right to grant, or that they have received the applicable approvals or licenses from the holder of any such rights to grant, the license stated in the preceding paragraph. If a user posts User Content in any area our Platform or our Services, you explicitly permit the subscriber who receives such User Content to access, download, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed on our Platform or through our Services retains any and all title, right and interest that may exist in such User Content. While Humaniz is not obligated to review or inspect all User Content submitted through the Site, Platform or the Services, Humaniz may review, refuse and remove any User Content that, in our sole judgment, (i) violates these Terms, our Service Agreement, Privacy Policy, or Ad Management Rider, (ii) violates any applicable laws, rules or regulations, (iii) we deem to be abusive, disruptive, offensive or illegal, or (iv) if such User Content violates the rights of, or harms or threatens the safety of, our users. We reserve the right to suspend or terminate Profiles or prevent users from accessing or using our Platform or our Services for violating any of these Terms, our Service Agreement, Privacy Policy, or Ad Management Rider. We may take any action that we deem necessary, in our sole discretion, to resolve issues of related to User Content, if we believe that such User Content could create liability for Humaniz, damage our brand or public image, or harm our business. Each user is responsible for any and all User Content that occurs under user’s account.

We do not represent, warrant or guarantee the truthfulness, accuracy, or reliability of any User Content, works derived from User Content, or any other communications posted by users nor do we endorse any opinions expressed by users. Users acknowledge that their reliance on material posted by other users will be at their own risk. Each user assume all risks associated with the use of User Content, including any reliance on its accuracy, completeness or usefulness. Each developer of User Content assumes the risk that such User Content may personally identify you or any third party. The following is a partial list of User Content that is prohibited on the Platform and through our Services. The list below is not a complete or comprehensive list of all prohibited User Content.

Prohibited User Content, is User Content that:

• is  offensive to other users, such as content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual;
• involves the transmission of junk mail, chain letters, or unsolicited mass mailing, or phishing scams;
• contains incomplete, false or inaccurate information;
• contains restricted or password-only access pages, or hidden pages or images;
• displays or links to pornographic, indecent or sexually explicit material of any kind;
• promotes or endorses an illegal or unauthorized copy of another person’s copyrighted work, such as providing links to pirated programs, software or the like, providing or making available information to circumvent manufacture-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files;
• promotes or endorses false or misleading information or illegal activities, or endorses/provides instructional information about illegal activities or other activities, such as making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses or pirating media or conduct that is abusive, threatening, obscene, defamatory or libelous;

• uses our Platform or the Services for posting, sending or submitting any content, resume, or job listing or advertisement or posting that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to pornographic, indecent or sexually explicit material of any kind, as determined in our sole discretion;
• provides or links to material that exploits people under the age of 18 in a sexual, violent or other manner, or solicits Personal Information from anyone under 18;
• solicits passwords or personal identifying information from other users; or
• represents or implies that Humaniz endorses or sponsors such User Content.

7. Users Found Infringing or Misappropriating Copyright Rights or the Intellectual Rights of Others.

We respect copywritten and trademarked works as well as intellectual property rights of all entities and persons. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted or trademarked works constitutes infringement and misappropriation of the copyright or trademarks owner’s rights. As a condition to your use and continued use of our Platform and our Services, our users shall agree not to use our Platform or Services to infringe or misappropriate the intellectual property rights of others in any way. Humaniz reserves the right to terminate or suspend any Profile or account, and block or limit any users’ access to our Platform or Services who infringe upon other parties copyrights, trademarks or other intellectual property rights. We reserve the right, in our sole discretion, to take these actions to block or limit access to the Platform, our Services and/or terminate the Profile or accounts of users any time, in our sole discretion, with or without notice, and such user shall release us from any liability associated with such limitation, suspension, block or termination.

8. Notification of Claimed Copyright or Trademark Infringement.

If you have reason to believe that a copyrighted or trademarked work has been uploaded, posted or copied to our Platform or is available through the Services and such work constitutes copyright or trademark infringement, please contact us by email at support@humaniz.io.

Please make sure to include the following information with your correspondence:

• your contact information, including your name, physical address, telephone number, and e-mail address;
• a detailed description of the allegedly infringing copyrighted or trademarked work;
• a description of the location of the allegedly infringing material on our Platform or Services;
• a certification made under penalty of perjury that you have a good-faith belief that the allegedly infringing material is not authorized by the copyright or trademark owner, its agent, or the law;
• a certification made under penalty of perjury affirming that the information in your notice is accurate and that you are authorized to act on the copyright or trademark owner’s behalf; and
• an electronic or physical signature of the copyright or trademark owner, or someone authorized on the owner’s behalf, to assert infringement of copyright or trademark and to submit the certifications.

Upon receipt of such notice we will conduct a timely investigation of such alleged copyright or trademark infringement and if such material is found to be copywritten or trademark without the necessary licenses or approvals, such material will be removed from the Site or from our Services immediately.

Counter Notice Requirements

If you believe that your material has been removed by mistake or misidentification, please provide us with a written counter-notification containing the following information:

• your name, address, telephone number, and email address (if any);
• a description of the material that was removed and the location on the Platform or the Services (e.g., the URL) where it previously appeared;
• a statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
• a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any jurisdiction in which you may be properly served, and that you will accept service of process from the person who filed the original notice or an agent of that person; and
• your electronic or physical signature.

If you have any questions about copyright infringement or the notification and counter-notification process under these copyright or trademark removal policies, we recommend that you speak with an attorney. Notwithstanding the foregoing, in the event that you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact Humaniz at support@humaniz.io.

9. Humaniz Reservations; No Obligations

Humaniz reserves the right, at any time, to offer third party services or products to you that we believe may be of interest to you, as determined in our sole and absolute discretion.  If you do not find these third party services or products to be helpful or useful, you may unsubscribe from receiving continued communications for such services or products, provided that, Humaniz may offer new services or products that you have not previously unsubscribed from receiving.

Humaniz reserves the right, at any time, to modify, suspend, or discontinue, in whole or in part, the Platform or the Services with or without notice to you. You agree that Humaniz will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or the Services or any part thereof.

You acknowledge and agree that Humaniz will have no obligation to provide you with any support or maintenance in connection with the Platform or our Services.

10. Humaniz’s Liability.

Our Platform and Services act as, among other things, avenues for (i) subscribers to post job opportunities, (ii) streamline the application process for our subscribers, and (iii) allow applicants to apply for such opportunities and to more easily find additional information related to job opportunities. We do not screen, audit or censor the job listings or advertisements or any  Personal Information submitted by an applicant in connection with a job listing or advertisement. We are not involved in, and do not control, the actual transaction between subscribers, applicants or other users. As a result, we are not responsible for User Content, the quality, safety or legality of the jobs posted, the truth or accuracy of the job listings or advertisements or Personal Information, the ability of subscribers to offer job opportunities to candidates or the ability or willingness of applicants to fill job openings. Furthermore, we make no representations or warranties about of the foregoing including, but not limited to, any job listings or advertisements, resumes, CVs or User Content found on our Platform or through our Services. While we reserve the right, in our sole discretion, to remove User Content, job listing or advertisements, resumes, CVs, information, media or other material that has been posted or uploaded to our Platform or through our Services from time to time, we do not assume any obligation to do so and to the extent permitted by law, expressly disclaim any liability for failing to take any such action.

We have no control over the accuracy, reliability, completeness, or timeliness of the Profiles, accounts, User Content or Personal Information (“Submitted Content”) submitted on our Platform or through our Services and we thereby make no representations, warranties about the truthfulness, completeness or accuracy of any Submitted Content.

Note that there are risks, including but not limited to the risk of physical harm, when dealing with strangers, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other users with whom you contact through our Platform or through the Services. You are hereby warned that the Submitted Content of other users may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect for you to use caution and common sense when using the Platform or Services.

Because user authentication on the Internet is difficult, we cannot and do not confirm that each user is who they claim to be. In the event that you have a dispute with one or more users, you release, hold harmless and indemnify Humaniz (and each of our directors, officers, shareholders, contractors, agents and employees) from any and all claims, demands, causes of action, costs, expenses, liabilities and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes with other users to the fullest extent permitted by law.

Our Platform, our Services and the Submitted Content may contain inaccuracies or typographical errors. We make no representations about the accuracy, reliability, completeness, or timeliness of our Platform, our Services or the Submitted Content. The use of our Platform, Services and Submitted Content is at your own risk and you hereby release us in connection with your use of the Platform, our Services and Submitted Content. We cannot guarantee, do not promise and expressly disclaim any specific results from use of our Platform, Services or Submitted Content. No advice or information, whether oral or in writing, obtained by a user from one of our staff or employees shall create any warranty or representation not expressly stated herein.

We strongly encourage you to keep a backup copy of any of your User Content and Profiles and regularly backup any content found in your User Content and Profiles. To the extent permitted by law, in no event shall Humaniz nor any of our directors, officers, shareholders, contractors, agents and employees be liable for the deletion, suspension, access removal, loss, or unauthorized modification of any User Content or Profile or contents therein and each user expressly releases Humaniz from any and all such claims relating thereto.

We do not provide nor make any representation as to the quality or nature of any of the third party products or services made available through our Platform or through our Services (such as our payment processor), if any, or any other representation, warranty or guaranty made by such third party. Any such undertaking, representation, warranty or guaranty would be furnished solely by the provider of such third party products or services, under the terms agreed to by you and the provider.

If you believe that something on the Platform violates these Terms, please contact our designated agent at support@humaniz.io.

If notified by any party that any Submitted Consent allegedly does not conform to these Terms, Humaniz may in its sole discretion investigate the allegation and determine whether to remove or request the removal of the Submitted Content. Humaniz has no liability or responsibility to Users for performance or nonperformance of such activities.

11. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY USER’S USE OF OUR PLATFORM, OUR SERVICES OR YOUR USE OF THE SUBMITTED CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), AND REGARDLESS OF HUMANIZ’S NEGLIGENCE, WILL NOT EXCEED $250.

12. Disclaimer of Warranty.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DO NOT WARRANT THAT OUR PLATFORM OR SERVICES WILL OPERATE ERROR-FREE, BUG-FREE, WILL MEET YOUR NEEDS OR REQUIREMENTS, OR THAT OUR PLATFORM OR OUR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL BUGS, VIRUSES, OR MECHANISMS. WE SHALL NOT BE RESONSIBLE FOR ANY EXPENSES OR COSTS IF YOUR USE OF OUR PLATFORM OR SERVICES RESULTS IN THE NEED FOR SERVICING, REPAIR OR REPLACEMENT OF COMPUTERS, TABLETS, DEVICES, PHONES, EQUIPMENT, SERVERS, NETWORKS OR DATA OR ANY OTHER COSTS YOU MAY ENCOUNTER FROM SUCH USE OR ACCESS. OUR PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS “WITH ALL FAULTS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF OUR CONTENT, THE SUBMITTED CONTENT, OUR SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS, OR THIRD PARTY WEBSITES AND SERVICES.

13. Disclaimer of Consequential Damages.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HUMANIZ, ITS SUPPLIERS, VENDORS, DIRECTORS, OFFICERS, CONTRACTORS, ATTORNEYS, EMPLOYEES, AGENTS OR ANY THIRD PARTIES MENTIONED ON OUR PLATFORM OR IN OUR SERVICES BE LIABLE TO YOU OR ANY PARTY FOR ANY DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE OUR PLATFORM, OUR SERVICES AND CONTENT, OR YOUR USE OF THE SUBMITTED CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU ARE DISSATISFIED WITH THE PLATFORM, OUR SERVICES, ANY THIRD PARTY PRODUCTS OR SERVICES ON THE PLATFORM, OR WITH THE SITE’S TERMS, PRIVACY POLICY, AD MANAGEMENT RIDER OR OUR SERVICE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND OUR SERVICES.

Because some states and jurisdictions do not allow limitation of liability or caps on damages in certain instances, portions of the above Sections 10, 11, 12 and 13 may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law).

14. Mandatory Arbitration; Venue; Governing Law

All parties to these terms AND PRIVACY POLICY waive their respective rights to a trial by jury.

The exclusive means of resolving any dispute or claim arising out of or relating to these Terms or Privacy Policy (including any alleged breach thereof), your use our Platform or Services will be through FINAL AND BINDING ARBITRATION administered by JAMS (formerly known as the Judicial Arbitration and Mediation Services, Inc.) pursuant to JAM’s Consumer Arbitration Rules. Any such Arbitration proceedings shall be held in Dallas County, Texas. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against us in a small-claims court of competent jurisdiction in Dallas County, Texas. Whether you choose arbitration or small-claims court, you agree to not, under any circumstances, commence or maintain any class action, class arbitration, or other representative action or proceeding against us. The laws of the State of Delaware will govern these Terms, as well as any claim that might arise between you and us, without regard to any conflict of law provisions.

By using our Platform or Services, you agree to the above arbitration agreement. By agreeing to the foregoing, you are giving up your right to have your day in court to assert or defend any claims between you and us (except for matters that may be taken to small-claims court). Your rights will be determined by a neutral arbitrator, not a judge or jury. You are entitled to a fair hearing before the arbitrator. The arbitrator has the right to grant any relief that a court could also grant. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, AND HEREBY WAIVE ANY RIGHT TO BRING ANY CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING

Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against us (except for small-claims court actions) may only be commenced in the federal or state courts located in Dallas County, Texas. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. Any dispute between you and us concerning these Terms or the Privacy Policy, will be governed by the laws of the State of Delaware without regard to principles of conflicts of law, provided that this arbitration agreement will be governed by the Federal Arbitration Act.

15. Links to Other Sites.

Our Platform and Services may contain links to third party websites, application program interfaces (APIs), or plug-ins for other websites. Your use or continued use of these third party websites, APIs, or plug-ins are subject to the terms and conditions, privacy policies and any other use agreements of the applicable vendors or providers. We are not responsible for the content or submission of information (including Personal Information, financial or credit card information) that you provide to such third party websites, APIs or plug-ins and do not make any representations or warranties regarding the content or accuracy of materials provided by such third parties. If you decide to access linked third party websites, you do so at your own risk. You release us from any and all claims that you may have against such third party websites.

16. Release; Indemnity.

You hereby release and forever discharge Humaniz (and our directors, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Platform and our Services.

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Humaniz and its affiliates, and each of their respective officers, directors, employees and agents (the “Indemnified Parties”), from and against any claims, actions, demands, expenses, liabilities, fees, costs, judgments or other damages including without limitation reasonable attorney’s fees and accounting fees, alleging or resulting from (i) your use or access of the Platform or our Services, (ii) your provision of User Content or other material you provide to our Platform or through the Services including, but not limited to, copyright, patent, trademark, or other intellectual property infringement or trade secret disclosure, (iii) your use of any Submitted Content, (iv) the breach of these Terms by any third party, (v) your breach of these Terms, our Privacy Policy, the Service Agreement or our Ad Management Rider, (vi) the suspension, termination or deletion of your Profile for any reason, and (vii) any services that you receive through the Site or Platform. Humaniz shall provide notice to you promptly of any such claim, suit, or proceeding, and you shall immediately defend, at your sole expense, the Indemnified Parties with counsel of the Indemnified Parties choosing. Humaniz reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Humaniz. Humaniz will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

17. No Representation For Use of Services Outside United States; Miscellaneous Terms.

Humaniz controls and operates the Platform and Services from the United State of America. We do not represent or warrant that the Content, User Content, Submitted Content or material on the Platform or through the Services is appropriate for use in any other jurisdictions. Persons who choose to access the Platform or Services from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. We make no claims or representations that the Submitted Content may be lawfully viewed or accessed outside of the United States, and such access to our Platform or Services outside of the United States may be illegal in the jurisdiction in which it is being viewed. By accessing our Platform or Services outside of the United States, you do so at your own risk.

If any provision of these Terms or Privacy Policy are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Waivers shall only be valid and binding if made in writing. In addition, our failure to enforce any provision of these Terms shall not be deemed as a waiver of such term or otherwise affect our ability to enforce such term at any point in the future. No changes to these Terms shall be made except by a revised posting on this page.

No user shall have the right to assign their rights under these Terms to any other person or entity.

18. Location; SMS Messaging.

If you use our Platform or our Services through a mobile device, you agree that information about your physical location, mobile device and carrier may be communicated to us. By accessing our Platform or Services through a mobile device, we may utilize the data related to your location to provide you with more targeted Services whether you are an applicant or a subscriber.

You represent that to the extent you provide your number and/or email in connection with any application or when submitting information, that, as part of the Services, we shall have the right to send you SMS messages or email alerts in connection with the Services such as, but not limited to, confirmation of submitted applications, scheduling interviews, reminders for upcoming interviews, and messaging directly with the subscribers. You acknowledge you are responsible for all charges and necessary permissions related to accessing our Platform or Services through your mobile access provider. Therefore, you should check with your provider to find out if our Platform or Services are available and the terms for these services for your specific mobile devices.

When you opt-in to an available text messaging service, we may send you a message to confirm your signup. Message and data rates may apply. Text “STOP” to cancel. After you send the message “STOP” to us, we will send you a reply message to confirm that you have been unsubscribed. After this, you will no longer receive messages from us. If you want to join again, just sign up as you did the first time and we will start sending messages to you again.

Out Platform and Services may not be supported on all mobile carriers.

19. Term and Termination; Enforcement; Remedies

These Terms will remain in full force and effect while you are a user of our Platform or Services. We reserve the right, in our sole discretion, to pursue all legal remedies, including but not limited to suspension, termination or removal of your Profile or User Content from our Platform and Services and immediate suspension or termination of your access to our Platform and/or Services, upon any breach or alleged breach by you of these Terms, our Privacy Policy, our Ad Management Rider or our Service Agreement or if we are unable to verify or authenticate any information you submit through the Platform or Services. Even after you are no longer a user of our Platform or Services, these Terms will remain in effect.

In the event of the suspension or termination of your account or Profile as a result of your breach of the Terms, our Privacy Policy, Ad Management Rider or Service Agreement, you shall not be entitled to any refund or reimbursement of any kind.

20. Interpretation

In the case of any conflict between these Terms, our Ad Management Rider and Service Agreement or other contract you have with Humaniz, the terms of your Service Agreement or Ad Management Rider will prevail. The term “post” as used herein shall mean information that our subscribers submit, publish or display on our Platform or through our Services.

21. Feedback

We appreciate hearing from our users and welcome all comments regarding your use of the Platform or Services. While we do value feedback, please be specific in comments regarding our Platform or Services. If you send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the “Submission”), the Submission shall become the property of Humaniz. Your Submissions shall not be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of the Submission. Humaniz shall own exclusively all now known or later discovered rights with respect to the Submission and shall be entitled to use the Submission in an unrestricted manner and for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

22. Contact

If you have questions or concerns about these Terms, please contact us at:

Via email at: support@humaniz.io.

By Mail : Humaniz

Attn: Lauren Seven, COO

127 Manufacturing St #2

Dallas, TX 75207

23. Modifications to Terms

We reserve the right to modify these Terms at any time, with or without notice to you, the user, in which case the revised Terms will appear on the Platform. You should visit this URL periodically to review our most current Terms because these Terms are binding on you in connection with your use or access of our Platform, Site or Services. These Terms constitute a binding agreement between Humaniz and you, and is deemed accepted by you each time that you use or access our Platform or our Services, as amended from time to time.

 

Last Updated: June 1^st, 2024

This Services License Agreement (this “Agreement”), applies to your use of our Online Services (as defined below). By using our Online Services, you (“Licensee”) accept and agree to be bound by the terms and conditions of this Agreement. This Services License Agreement is subject to change by Humaniz, Inc., a Delaware corporation (“Humaniz” or “our” or “us” or “we”) from time to time, provided however, that we shall provide advanced notice of any material changes by (a) sending you an email with such changes, or (b) providing you with a message shortly after logging on after such changes have been implemented.  The latest version of this Agreement will be posted on our website, https://www.humaniz.io/ (the “Site”), and you should review this Agreement prior to purchasing our Online Services made available through our Site. Your continued use of the Services after such material changes become effective will constitute your acceptance and agreement to such changes. The terms and conditions of our Privacy Policy and Terms of Use, as may be modified from time to time, shall also be binding in connection with your use of our Site and/or Services. This Agreement shall be binding commencing on the Effective Date until terminated in accordance with the terms of this Agreement.

1. Definitions.

When used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable to both the singular and plural forms of the terms defined:

“Access Credentials” means any username, identification number, password, license or security key, security token, pin or other passcode, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Online Services.

“Action” means any legal suit, cause of action, claim, or proceeding including, but not limited to, arbitration and mediation.

“Authorized User” mean an individual natural person, whether an employee, business partner, contractor, or agent of a Licensee, who is registered or permitted by Licensee to use the Online Services pursuant to this Agreement and up to any maximum number of users or uses specified at the time of purchase (where relevant).

“Confidential Information” means, as set forth in Section 9.1 and including, without limitation, the Services, the Humaniz Materials and terms and conditions of this Agreement.

“Disabling Device” means any software, hardware or other technology, device or means (including, but not limited to, any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Humaniz or its designee to disable the access or use of the Services to any Licensee and their Authorized Users.

“Documentation” means any manuals, descriptions, instructions or other documents or materials that Humaniz provides or makes available to Licensee in any form or medium and the Humaniz Materials, including, but not limited to, those materials for the installation, configuration, integration, operation, use, support or maintenance of our Services.

“Effective Date” means the date that the Licensee subscribes to our Services by acknowledging the terms of this Agreement.

“Error” means a material and continuing failure of the Services to function in conformity with the Specifications.

“Fixed Term” shall mean the initial term selected by Licensee upon signing up on our Site. The Fixed Term duration shall be the “Subscription Term” as stated on the Stripe checkout page, when Licensee initially purchases the Services.

“Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to disable, destroy, disrupt, distort or otherwise harm or impede in any manner any (I) computer, software, firmware, hardware, system or network or (II) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) grant Licensee or any Authorized User the right or ability to access or use the Services or Humaniz Systems in a manner other than as intended by this Agreement. “Harmful Code” shall not include any Disabling Device.

“Humaniz Materials” means the Services, Documentation, Specifications and Humaniz Systems and any and all other information, data, documents, materials, and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, descriptions, requirements, plans or reports, that are provided by or used by Humaniz or any Humaniz Personnel in connection with the provision of the Services or otherwise comprise or relate to the Services or Humaniz Systems. For the avoidance of doubt, Humaniz Materials includes Resultant Data and any information, data or other content derived from our monitoring of Licensee’s access to or use of the Services or processing of Licensee Data in connection with the provision of the Services, but does not include Licensee Data.

“Humaniz Personnel” means all individuals involved in the performance of the Services as employees, agents, contractors, subcontractors or representatives of Humaniz.

“Humaniz Systems” means the information technology infrastructure used by or on behalf of Humaniz in providing the Services, including all computers, servers, cloud systems, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Humaniz or through the use of third party services.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, or other intellectual property rights laws or practice, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, regulatory agency or arbitrator, mediator, court or tribunal of competent jurisdiction.

“Licensee Data” means information, data and other content, in any form or medium, that is input, collected, downloaded or otherwise received, directly or indirectly from Licensee or an Authorized User by or through the Services. “Licensee Data” does not include Resultant Data.

“Licensee Systems” means Licensee’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Licensee or through the use of third party services.

“Losses” means any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right hereunder and the cost of pursuing any insurance providers.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Privacy Policy” means our Privacy Policy, as may be amended from time to time.

“Process” or “Processing” or “Processed” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including, but not limited to, to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, alter, translate, process, retrieve, output, use, perform, display, disseminate, transmit, transfer, disclose or otherwise provide or make available, or block, erase or destroy.

“Representatives” means, with respect to a Person, that Person’s affiliates and their employees, officers, directors, consultants, agents, independent contractors, service providers, sub-licensees, subcontractors and legal, tax and financial advisors.

“Resultant Data” means information, data and other content that has been Processed through the Services and is sufficiently different from such Licensee Data that such Licensee Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content.

“Services” means any services provided by Humaniz to Licensee in connection with this Agreement, as amended or added to from time to time, including software as a service (SaaS), cloud based services, and all new versions, updates, revisions, improvements and modifications of the foregoing.

“Specifications” means our  internal documentation describing what our Services will do and how they are intended to perform.

“Terms of Use” means our Terms of Use, as may be amended from time to time.

“Third Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to Humaniz.

 2. Services.

2.1 Services. Subject to and conditioned on Licensee’s and its Authorized Users’ compliance with this Agreement (and our Terms of Use and Privacy Policy), during the Term of this Agreement Humaniz shall use commercially reasonable efforts to provide to Licensee and its Authorized Users the Services in accordance with the terms and conditions hereof, including to host, manage, operate and maintain the Services for remote electronic access and use by Licensee and its Authorized Users (“Online Services”) on an ongoing basis, except for:

(a) Scheduled Downtime in accordance with Section 5.2;

(b) Service downtime or degradation due to a Force Majeure Event;

(c) Any other circumstances beyond our reasonable control, including Licensee’s or any Authorized User’s use of Third Party Materials, misuse of the Online Services, or use of the Services other than in compliance with the express terms of this Agreement;

(d) Any circumstance which prevents Humaniz from utilizing third party platforms in connection with its provision of the Services, including, but not limited to, Licensee violating the privacy policy or terms of use of a third party website that Humaniz uses in connection with its provision of the Services, or Licensee being blacklisted, suspended or otherwise prevented from using a third party website or service that is used in connection with the Services;

(e) Any suspension or termination of Licensee’s or any Authorized Users’ access to or use of Online Services as a result of a Licensee Failure (as defined below) or as otherwise permitted by this Agreement.

2.2 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:

(a) Humaniz has and will retain sole ownership and control over the operation, provision, maintenance and management of the Services and Humaniz Materials at all times, including the: (I) Humaniz Systems; (II) selection, deployment, modification and replacement of the Services; and (III) performance of maintenance, upgrades, corrections and repairs with respect to the Services; and

(b) Licensee has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Licensee Systems. Additionally, Licensee shall be solely responsible for its access to and use of the Services and Humaniz Materials by any Person, whether by or through the Licensee Systems or any other means controlled by Licensee or any Authorized User.

2.3 Service Management. Licensee agrees throughout the Term to maintain within its organization a service manager to serve as Humaniz’s primary point of contact for day-to-day communications, consultation and decision-making regarding the Services. Licensee shall ensure its service manager has the requisite organizational authority, skill, experience and other qualifications to perform such responsibilities. If Licensee’s service manager ceases to be employed by Licensee or Licensee otherwise wishes to replace its service manager, Licensee shall promptly name a new service manager and provide written notice to Humaniz.

2.4 Changes. Humaniz reserves the right, in its sole discretion, to make any changes to the Services and/or Humaniz Materials that we deem necessary or useful to: (a) maintain or enhance (I) the quality or delivery of our Services to our customers, (II) the competitive strength of or market for our Services or (III) the Services’ cost efficiency or performance; or (b) to comply with Law.

2.5 Subcontractors. Humaniz may from time to time in its sole discretion engage third parties to perform Services in the name of Humaniz. Humaniz may do so without providing notice to Licensee or obtaining Licensee’s or Authorized User’s consent.

2.6 Suspension or Termination of Services. Humaniz may, directly or indirectly, and by use of a Disabling Device or any lawful means, suspend, terminate or otherwise deny Licensee’s, its Authorized Users or any other Person’s access to or use of all or any part of the Services or Humaniz Materials, without incurring any resulting obligation or liability, if: (a) Humaniz receives a judicial or other governmental or regulatory demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Humaniz to do so; or (b) Humaniz believes, in its sole and absolute discretion, that (I) Licensee or any Authorized User or any Person acting on behalf of or through either has failed to comply with any term of this Agreement, our Terms of Use, or Privacy Policy, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement, (II) Licensee or any Authorized User or any Person acting on behalf of either is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities, or (III) this Agreement expires or is terminated. This Section 2.6 does not limit any of our other rights or remedies, whether at law, in equity or under this Agreement. In the event of a suspension or termination under this Section 2.6, Licensee shall not be entitled to any refund of monies already paid to Humaniz. Licensee acknowledges and agrees that its remedies may be limited pursuant to Section 13.1 and 13.2 hereafter.

2.7 Authorization. If part or any portion of the Services include the utilization of one or more third party websites, platforms and/or services, Licensee hereby authorizes Humaniz to utilize such third party websites, platforms and/or services for Licensee’s benefit and Licensee agrees to be bound by the privacy policies and terms of use or terms of service of such third party websites. Furthermore, Licensee agrees to remain in good standing with each of these third party sites at all times during the Term of this Agreement. Licensee’s failure to comply with the terms of this Agreement and the privacy policies or terms of use or terms of service of such third party website may prevent Humaniz from providing the Services to Licensee, or otherwise limit the Services that Humaniz may provide for Licensee.

3. Use Restrictions.

3.1 Authorization. Subject to and conditioned on Licensee’s payment of the Fees and compliance and performance in accordance with all other terms and conditions of this Agreement, Humaniz hereby grants Licensee a limited, nonexclusive and nontransferable license to access and use during the Term, the Services and such Humaniz Materials as Humaniz may supply or make available to Licensee solely for the use by and through Authorized Users in accordance with the conditions and limitations set forth in this Agreement. Upon termination of this Agreement, such license granted under this Section 3.1 shall automatically be revoked.

3.2 Reservation of Rights. Except for the limited license in Section 3.1, nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Humaniz Materials or Third Party Materials, whether made expressly, by implication, estoppel or otherwise. All right, title and interest in and to (including all license under) any Intellectual Property Rights in or relating to, the Services, Humaniz Materials and Third Party Materials are and will remain with Humaniz and the respective rights holders in the Third Party Materials. At no time during or after the termination of this Agreement will Licensee make any claim or purported claim of any right, title or interest in or to any Intellectual Property Rights in the Services, Humaniz Materials or any Third Party Materials.

3.3 Authorization Limitations and Restrictions. Licensee shall not, and shall not permit any other Person to, access or use the Services or Humaniz Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, pursuant to the applicable third party terms of use, terms of service or end-user license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not, except as this Agreement expressly permits:

(a) modify or create derivative works or improvements of the Services, Humaniz Materials or Third Party Materials;

(b) copy the Documentation, unless for archival or backup purposes only, and in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;

(c) rent, lend, sell, sublicense, assign, transfer, distribute, publish, or otherwise make available any Services or Humaniz Materials to any Person, including any time-sharing, service bureau, SaaS, cloud or other technology or service;

(d) reverse engineer, decode, disassemble, adapt, decompile, or otherwise attempt to derive or gain access to the source code of the Services or Humaniz Materials, in whole or in part;

(e) bypass or breach any security device, authentication or protection used by the Services or Humaniz Materials or access or use the Services or Humaniz Materials other than by an Authorized User through the use of such Authorized User’s own Access Credentials;

(f) input, upload, transmit or otherwise provide to or through the Services or Humaniz Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;

(g) damage, disable, destroy, impair, disrupt, interfere with or otherwise impede or harm in any manner the Services, Humaniz Systems or Humaniz’s provision of the Services to any Authorized User or any other third party, in whole or in part;

(h) remove, alter, create derivative works of, delete, or obscure any trademarks, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from our Services or Humaniz Materials, including any copy thereof;

(i) access or use the Services or Humaniz Materials in any manner or for any purpose that is illegal or infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party or that violates any Law;

(j) access or use the Services or Humaniz Materials for purposes of competitive analysis of the Services or Humaniz Materials, the development, provision or use of a competing product or software service or any other purpose that is to our detriment or commercial disadvantage; or

(k) otherwise access or use the Services or Humaniz Materials beyond the scope of the authorization granted under Section 3.1.

4. Licensee Obligations.

4.1 Licensee Systems and Cooperation. Licensee shall at all times during the Term: (a) keep all Licensee Systems in good working order and repair; and (b) provide all cooperation and assistance as Humaniz may reasonably request to enable Humaniz to perform its obligations under and in connection with this Agreement.

4.2 Effect of Licensee Failure or Delay. Humaniz is not responsible or liable for any delay or failure of performance caused in whole or in part by Licensee’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Licensee Failure”).

4.3 Corrective Action. If Licensee becomes aware of any actual or threatened activity prohibited by Section 3.3, Licensee shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including the discontinuance and prevention of unauthorized access to the Services and Humaniz Materials and permanent erasure of unauthorized access from the Licensee Systems); and (b) timely notify Humaniz of any such actual or threatened activity.

4.4 Consent to Use Licensee Data. Licensee hereby irrevocably grants all such rights and permissions in or relating to Licensee Data: (a) to Humaniz and the Humaniz Personnel as are necessary or useful to perform the Services; and (b) to Humaniz as are necessary or useful to enforce this Agreement and to enable Humaniz to exercise its rights and perform its obligations hereunder.

4.5 Export Laws. Licensee shall adhere to all US Export Administration Law and shall not export or re-export any technical data or products or services received by or on behalf of Humaniz to any prohibited country, unless properly authorized by the US Government.

5. Service Levels.

5.1 Service Levels. Subject to the terms and conditions of this Agreement, Humaniz will use commercially reasonable efforts to make the Online Services regularly available for access and use by Licensee, excluding unavailability due, in whole or in part, to: (a) any act or omission by Licensee or any Authorized User, (b) access or use of Online Services by Licensee or any Authorized User, or using Licensee’s or an Authorized User’s Access Credentials, in a manner that does not strictly comply with this Agreement; (c) Licensee Failure; (d) limitation of Licensee’s or its Authorized User’s access due to internet connectivity; (e) Force Majeure Event; (f) failure, interruption, outage or other problem with Licensee’s Systems; (g) Scheduled Downtime; (h) disabling, suspension or termination of the Services pursuant to Section 2.6; or (i) any other reason stated in Section 2.1. Service levels cannot be guaranteed and Humaniz shall not be liable to Licensee or Authorized Users in the event Online Services are temporarily unavailable at any time during the Term.

5.2 Scheduled Downtime. Humaniz will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of Online Services between the hours of 12:00 a.m. and 3:00 a.m., Pacific Standard Time; and (b) give Licensee at least 24 hours prior notice of all scheduled outages of Online Services (“Scheduled Downtime”), provided that, Humaniz shall have no obligation to give notice of such Scheduled Downtime in the event of an emergency, as determined in Humaniz’s sole and absolute discretion.

6. Data Backup; Data After Expiration/Termination. Humaniz will use commercially reasonable efforts to maintain regular data backups of Licensee Data; provided however, that Humaniz HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR FAILURE TO RECOVER LICENSEE DATA. Licensee is encouraged to regularly backup and export their Licensee Data from the Services to ensure Licensee has continuous access to such Licensee Data after the expiration or termination of this Agreement. Humaniz may, but shall have no obligation to, allow Licensee to export or otherwise receive a copy of its Licensee Data following the expiration of the Term or earlier termination of this Agreement.

7. Privacy.

7.1 Humaniz Systems and Obligations. This Agreement incorporates by reference the Humaniz’s Privacy Policy and the Terms of Use.

7.2 Prohibited Data. Licensee acknowledges that the Services are not designed with security and access management for Processing the following categories of information: (a) data that is classified and or used on the U.S. Munitions list, including software and technical data; (b) articles, services and related technical data designated as defense articles or defense services; (c) ITAR (International Traffic in Arms Regulations) related data; (d) protected health information; or (e) any illegal data, information, pictures, content or the like (each of the foregoing, “Prohibited Data”). Licensee shall not, and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Services, the Humaniz Systems or any Humaniz Personnel. Licensee is solely responsible for reviewing all Licensee Data and shall ensure that no Licensee Data constitutes or contains any Prohibited Data. Licensee shall indemnify, defend and hold the Humaniz Indemnitees harmless from and against any Losses that any Humaniz Indemnitee may incur as a result of Licensee or any Authorized User Processing, using, or otherwise sharing any Prohibited Data or Licensee Data.

7.3 Licensee Control and Responsibility. Licensee has and will retain sole responsibility for: (a) all Licensee Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Licensee or any Authorized User in connection with the Services; (c) Licensee Systems; (d) the security and use of Licensee’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Humaniz Materials directly or indirectly by or through the Licensee Systems or its or its Authorized Users’ Access Credentials, with or without Licensee’s knowledge or consent.

7.4 Access and Security. Licensee shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of Online Services; and (b) control the content and use of Licensee Data, including the removal or Processing of Licensee Data through the Online Services. Licensee and each Authorized User are solely responsible for maintaining the confidentiality of their Access Credentials.

7.5  Humaniz Security; Disclaimer. Humaniz shall implement reasonable security measures to prevent unauthorized access by third parties to the Online Services, Licensee Data, Humaniz Materials, and Humaniz Systems. Humaniz shall notify Licensee within 48 hours of becoming aware (a) of any breach of the security of the Humaniz Systems or Online Services, (b)  of any compromised Licensee Data or the security of such Licensee Data, or (c) of any disclosure of Licensee Data without Licensee’s or Authorized User’s consent through the Online Services. Humaniz shall reasonably cooperate with Licensee in any investigation of the foregoing and shall provide Licensee with any copies of reports of Humaniz’s investigation into, or remedial efforts with respect to, any of the foregoing.

While Humaniz shall undertake reasonable security measures, Licensee acknowledges and understands that no data transmission or storage system can be completely secure. Licensee’s transmission of any Licensee Data or utilization of the Online Services shall be at Licensee’s sole risk. Humaniz expressly disclaims any and all liability related to interruption of the Online Services or Humaniz Systems, and/or interception of the Licensee Data or Humaniz Materials as a result of third party (I) hacking, (II) interception of private data through unprotected networks, (III) phishing scams, (IV) locking out, (V) bounties or ransoms, or (VI) sabotage.

8. Fees; Payment Terms.

8.1 Fees. Licensee shall pay Humaniz the fees agreed to by Licensee through our “Sign Up” page  (“Fees”) in accordance with this Section 8. Licensee shall pay all Fees through our third party payment processor and acknowledges that Humaniz does not store any banking information or credit card information.

8.2 Fee Increases. Company may increase Fees by providing written notice to Licensee at least 30 days prior to the date the Fee increase will become effective, and the Fees will be deemed amended accordingly without further notice or consent; provided that Humaniz shall not have the right to increase Fees during the Fixed Term. If, as a result of the Fee increase, Licensee desires to terminate this Agreement, Licensee may do so by providing written notice to Humaniz within seven (7) days of Licensee’s receipt of the Fee increase notice. If Licensee delivers timely notice to Humaniz, the Agreement shall terminate on the day the Fee increase was to take effect.

8.3 Taxes. All Fees and other amounts payable by Licensee under this Agreement do not include any taxes and similar assessments that may be imposed by any governmental authority. Licensee is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority (collectively, the “Taxes”) on any amounts payable by Licensee hereunder, other than any taxes levied or imposed on Humaniz’s income. If Humaniz fails to collect any Taxes in connection with the Services during the Term of this Agreement, such failure to collect shall not act as a waiver preventing Humaniz from collecting such Taxes from Licensee at a later date.

8.4 Payment. All Fees will be paid monthly in advance and will be paid via ACH or will be charged to the credit card held on file with Humaniz’s payment processor.  All payments shall be in US dollars in immediately available funds. If Licensee enters into this Agreement on any day other than the first (1^st) day of any calendar month, the License Fee will be prorated based on the number of calendar days remaining in the initial month. Licensee must keep an active credit card on file with Humaniz’s payment processor at all times during the Term of this Agreement. Failure to maintain an active credit card shall be considered a material breach of this Agreement.

8.5 Late Payment. If Licensee fails to make any payment when due then, in addition to all other remedies that may be available:

(a) if allowable by applicable Law, Humaniz shall charge a late fee of (I) five percent (5%) of the past due amount, and (II) interest on the past due amount at the rate lesser amount of 10% per annum or the highest rate permitted under Law;

(b) Licensee shall reimburse Humaniz for all costs incurred by Humaniz in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; and

(c) if Licensee fails to make any payment for a period of 7 days following written notice from Humaniz, Humaniz may suspend the Access Credentials and the Services for Licensee and all Authorized Users until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other Person by reason of such suspension. Such suspension may include, but is not limited to, preventing Licensee and its Authorized Users from accessing the Licensee Data during such suspension, the removal of any and all job advertisements on any job boards, and the cessation of any advertising management services, if applicable.

8.6 Reactivation of Suspended Accounts. If the Access Credentials and Services are suspended for a Licensee and their Authorized Users as a result of Licensee’s failure to timely pay the Fees in accordance with Section 8.4 and Licensee makes payment to Humaniz before this Agreement is terminated, then Humaniz shall reactivate and restore access to Licensee’s Access Credentials and Services within 48 hours of the receipt of all outstanding amounts due to Humaniz.

8.7 No Deductions or Setoffs. All amounts payable to Humaniz under this Agreement shall be paid without any setoff, offset, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by Law).

9. Confidentiality.

9.1 Confidential Information. In connection with this Agreement, each party (“Disclosing Party”) may disclose or make available Confidential Information to the other party (“Receiving Party”) in order to perform the Services. Subject to Section 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s or its affiliates’ technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, all Services and Humaniz Materials, including the terms of this Agreement, are the Confidential Information of Humaniz.

9.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was lawfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

9.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

(b) except as may be permitted by and subject to its compliance with Section 9.4, not reveal, disclose or permit access to Confidential Information other than to its Representatives who: (I) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (II) have been informed of the confidential nature of the Confidential Information; and (III) are bound by confidentiality and restricted use obligations in substantially similar effect as the terms set forth in this Section 9.3;

(c) use all reasonable efforts to safeguard and protect the Confidential Information from theft, piracy or unauthorized access, use, or disclosure using at least the same degree of care it uses to protect its similarly sensitive information;

(d) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 9; and

(e) notify Disclosing Party upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Receiving Party, and shall fully cooperate with Disclosing Party to help Disclosing Party regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.

9.4 Compelled Disclosures. If the Receiving Party or any of its Representatives are compelled by Law to disclose any Confidential Information then, to the extent permitted by Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy; and (b) provide reasonable assistance to the Disclosing Party, at Disclosing Party’s cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, at the Disclosing Party’s request and expense, shall use commercially reasonable efforts to obtain assurances from the court or presiding authority that such Confidential Information will be afforded confidential treatment.

10. Term and Termination.

10.1 Term. The Term of this Agreement shall initially be for the Fixed Term and then shall renew on a month-to-month basis following the completion of the Fixed Term (the “Term”). After the initial Fixed Term, either Party shall have the right to terminate this Agreement upon thirty (30) days written notice.

10.2 Termination. In addition to the rights of termination granted to Licensee under Section 8.2 and 10.1:

(a) Humaniz may terminate this Agreement, effective on delivery of written notice to Licensee, if Licensee: (I) fails to pay any Fees when due, and such failure continues more than 21 days after the Licensee’s Access Credentials and/or Services have been suspended; or (II) breaches any of its obligations under Section 3.3, Section 7.2  or Section 9.

(b) Either party may terminate this Agreement, effective on delivery of written notice to the other party, if the other party materially breaches this Agreement, and such breach: (I) is incapable of cure within five (5) business days of the breaching parties receipt of notice from the non-breaching parties notice of the breach; or (II) being capable of cure, and remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach;

(c)  Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (I) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (II) makes or seeks to make a general assignment for the benefit of its creditors; or (III) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;

(d)  Humaniz may terminate any provision of the Services with five (5) days advanced written notice for any reason or no reason. If Humaniz terminates the Services in accordance with this Section 10.2(d), Humaniz shall refund any unearned portion of the Fee paid by Licensee. The return of such Fees shall be Licensee’s sole remedy; or

(e)  By Licensee, if Humaniz provides notice to Licensee of any material change to this Services License Agreement and within seven (7) days of such notice, Licensee delivers notice to Humaniz that Licensee desires to terminate this Services License Agreement, provided that, such termination shall not become effective until the date before the material change to this Services License Agreement shall become effective.

10.3 Effect of Expiration or Termination. Upon any termination of this Agreement, except as expressly otherwise provided in this Agreement:

(a) all rights, licenses, consents and authorizations granted by either party to the other pursuant to this Agreement shall immediately terminate;

(b) Humaniz shall promptly cease all use of any Licensee Data or Licensee’s Confidential Information; provided however, (I) such obligations shall not apply to any Resultant Data, (II) Humaniz and its affiliates may retain, use and disclose Licensee Data or Licensee Confidential Information as required by Law, and (III) Humaniz and its affiliates may retain Licensee Data and Licensee Confidential Information in its regular backup, archived or disaster recovery systems or files; provided further, that Humaniz shall grant Licensee with an opportunity to request retrieval of all Licensee Data from Humaniz prior to such deletion, provided that such retrieval request shall be timely delivered to Humaniz within ten (10) days Licensee’s notification of impending data deletion;

(c) Licensee shall promptly cease all use of any Services or Humaniz Materials and (I) promptly return to Humaniz, or at Humaniz’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any Humaniz Materials and/or Humaniz’s Confidential Information; and (II) permanently erase all Humaniz Materials and Humaniz’s Confidential Information from all Licensee Systems and from the systems of any Authorized User; an officer or director of Licensee shall, within 30 days from the effective date of the termination, certify in writing that all copies of the Humaniz Materials and Humaniz Confidential Information have been returned, deleted and destroyed;

(d) Humaniz may disable all Licensee and Authorized User Access Credentials and access and use to the Online Services and Humaniz Materials;

(e) if Licensee terminates this Agreement pursuant to Section 10.2(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Humaniz will refund to Licensee Fees paid in advance for Services that Humaniz has not performed as of the effective date of termination;

(f) if Humaniz terminates this Agreement pursuant to Section 10.2(a) or Section 10.2(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Fixed Term will become immediately due and payable, and Licensee shall pay such Fees, together with all unpaid Fees, on receipt of Humaniz’s invoice therefor.

10.4 Surviving Terms. The provisions set forth in the following sections, and any other rights or obligations of the parties in this Agreement that, by their nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.

11. Representations, Warranties and Covenants.

11.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:

(a) it is duly organized, validly existing and in good standing as a corporation, limited liability company or other legal entity under the laws of the jurisdiction of its  organization;

(b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations required under this Agreement;

(c) the execution of this Agreement has been duly authorized by all necessary corporate or organizational action of such party;

(d) its signatory to this Agreement is authorized to execute this Agreement on such party’s behalf; and

(e) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

11.2 Additional Covenants.  Humaniz represents to Licensee that: (a) during the Term, the Services shall operate without any material Errors; and (b) upon notification to Humaniz of any Errors, Humaniz’s sole liability, and Licensee’s sole remedy, will be Humaniz’s use of reasonable efforts during its normal business hours and at no cost to Licensee to timely correct such Errors that are verifiable and reproducible by Humaniz, excluding any Errors caused by uses of the Services not in accordance with the Specifications. Alternatively, in Humaniz’s sole discretion, Humaniz may refund the portion of the prepaid Fees applicable to the portion of the Services that is defective.

11.3 Additional Licensee Representations, Warranties and Covenants. Licensee represents, warrants and covenants to Humaniz that Licensee owns or otherwise has and will have the necessary rights and consents in and relating to and using the Licensee Data, trademarks and copyrights so that, as received by Humaniz and Processed in accordance with this Agreement. Furthermore, Licensee represents, warrants and covenants that such use of Licensee Data, trademarks or copyrights by Humaniz will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any Law. Licensee further represents and warrants that Licensee and each Authorized User shall keep, retain, use, compile, arrange and otherwise manipulate any and all data or information processed through the Services in accordance with any and all applicable federal, state and local laws, rules, regulations, codes, ordinances and the like including, but not limited to, privacy laws.

11.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR HUMANIZ’S EXPRESS WARRANTIES SET FORTH IN SECTION 11.1, AND SECTION 11.2, ALL SERVICES AND HUMANIZ MATERIALS ARE PROVIDED “AS IS”, “WHERE IS” AND HUMANIZ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND HUMANIZ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HUMANIZ MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR HUMANIZ MATERIALS, OR ANY RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S, AUTHORIZED USERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, EQUIPMENT, COMPUTER, NETWORK, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN LICENSEE AND THE OWNER OF THE THIRD PARTY MATERIALS.

12. Indemnification.

12.1 Hold Harmless. Licensee shall hold the Humaniz Indemnitees harmless in connection with (i) Humaniz’s provision of the Services, (ii) Humaniz’s deletion of any Licensee Data pursuant to the terms of this Agreement, (iii) Humaniz’s use of a Disabling Device or otherwise prevention of Licensee to access and use such Licensee Data, and (iv) Licensee’s use of the Services, except with respect to any grossly negligent or reckless action or omission of the Humaniz or Humaniz Personnel.

12.2 Licensee Indemnification. Licensee shall indemnify, defend, covenants not to sue, and agrees to hold harmless Humaniz and its affiliates, and each of their respective officers, directors, employees, attorneys, agents, Representatives, successors and assigns (each, a “Humaniz Indemnitee”) from and against any and all Losses incurred by such Humaniz Indemnitees in connection with any Action by a third party that arises out of or relates to any:

(a) Licensee Data, including, but not limited to, any Processing of Licensee Data by or on behalf of Humaniz in accordance with this Agreement, the deletion of any such Licensee Data in connection with this Agreement, or any claim of misappropriation of any Intellectual Property Rights of any third party;

(b) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Licensee or any Authorized User;

(c) any Losses resulting from the Licensee’s or Authorized User’s actions or omissions, or from the Licensee’s operations of its business;

(d) allegation of facts that, if true, would constitute Licensee’s breach of any of its representations, warranties, covenants or obligations under this Agreement;

(e) negligence or more culpable act or omission of any third party on behalf of Licensee or any Authorized User, in connection with this Agreement; or

(f) transaction for which the Services or Humaniz Materials is being used by or on behalf of Licensee.

12.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified under this Agreement. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

12.4 Mitigation. If any of the Services or Humaniz Materials are, or in Humaniz’s opinion are likely to be, infringing, misappropriating or otherwise violating any third party Intellectual Property Right, or if Licensee’s or any Authorized User’s use of the Services or Humaniz Materials is enjoined or threatened to be enjoined, Humaniz may, at its option:

(a) at Humaniz’s sole cost and expense, obtain the right for Licensee to continue to use the Services and Humaniz Materials as contemplated by this Agreement;

(b) at Humaniz’s sole cost and expense, modify or replace the Services and Humaniz Materials, in whole or in part, to seek to make the modified or replaced Services and Humaniz Materials non-infringing, while providing substantially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Humaniz Materials, as applicable, under this Agreement; or

(c) by written notice to Licensee, terminate this Agreement and require Licensee to immediately cease any use of and destroy or return all copies of the Services and Humaniz Materials in its possession or under its control.

12.5 Limitation. THIS SECTION 12 SETS FORTH LICENSEE’S SOLE REMEDIES AND HUMANIZ’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND HUMANIZ MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

13. Limitations of Liability.

13.1 EXCLUSION OF DAMAGES. HUMANIZ AND THE HUMANIZ PERSONNEL SHALL NOT BE LIABLE TO ANY PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATIONS OR OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, INCLUDING LICENSEE DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER HUMANIZ OR HUMANIZ PERSONNEL WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE FEES CHARGED HEREUNDER HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT.

13.2 CAP ON MONETARY LIABILITY. IN ANY EVENT, THE COLLECTIVE AGGREGATE LIABILITY OF HUMANIZ UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATIONS OR OTHERWISE, SHALL BE LIMITED TO $1,000. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.3 Applicability. Because some states and jurisdictions do not allow limitation of liability or caps on damages in certain instances, portions of the above Sections  11, 12 and 13 may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law).

14. Force Majeure.

14.1 Force Majeure . In no event will either 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  when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, 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, health orders, 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. Notwithstanding the foregoing, Licensee’s obligation to pay Fees herein shall not be excused as a result of a Force Majeure Event.

15. Miscellaneous.

15.1 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15.2 Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (“notices”) have binding legal effect only if in writing and addressed to Humaniz as follows (or to such other address or such other Person that Humaniz may designate from time to time in accordance with this Section 15.2):

Humaniz Inc.

Attn: COO

127 Manufacturing St., #2

Dallas, TX 75207

Email: support@humaniz.io

Notices sent in accordance with this Section 15.2 will be deemed effectively given: (a) when received, if (I) delivered by hand, with signed confirmation of receipt, or (II) sent via email, with an acknowledgment of receipt,; (b) when received, if sent by a nationally recognized overnight courier, signature required; or (c) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

Licensee agrees that Humaniz can provide notices to Licensee through the Site or the Services or by sending them to the email, fax or physical addresses on file with Humaniz (as may be initially set forth on the signature page hereto). Such delivery of notices has the same legal effect as if Humaniz provided Licensee with a physical copy and will be deemed to have been received within 24 hours of the time a notice is posted or sent.

15.3 Interpretation. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Further, the headings used in this agreement are for convenience only and are not intended to be used as an aid to interpretation.

15.4 Entire Agreement. This Agreement constitutes the sole and entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and merges all prior and contemporaneous proposals, understandings, agreements, representations and warranties, both written and oral, between the parties relating to such subject matter.

15.5 Assignment. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Humaniz’s prior written consent. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 15.5 is void.

15.6 No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties and, subject to Section 15.5, their respective successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

15.7 Waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15.8 Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

15.9 Governing Law; Submission to Jurisdiction. This Agreement is governed by and shall be construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any Action arising out of or related to this Agreement, the licenses granted hereunder or the transactions contemplated hereby shall be instituted exclusively in the federal courts of the United States of America or the courts of the State of Texas, in each case located in Dallas County, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Action. In the event of any Action arising out of or related to this Agreement, the licenses granted hereunder or the transactions contemplated hereby, the prevailing party thereto shall be entitled to, in addition to any other damages assessed, its reasonable attorneys’ fees and all other costs and expenses incurred in connection therewith; provided that any liability of Humaniz hereunder shall be limited pursuant to Section 13.1 and 13.2.

15.10 WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LICENSES GRANTED HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.11 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 9 or, in the case of a breach by Licensee of Section 3.3, Section 4.3, or Section 7.2, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

15.12 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15.13 Order of Interpretation. If there is a conflict between the terms of this Agreement and the Terms of Use, the terms of this Agreement shall control.

15.14 Arbitration. The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) will be through FINAL AND BINDING ARBITRATION administered by JAMS (formerly known as the Judicial Arbitration and Mediation Services, Inc.) pursuant to JAM’s Consumer Arbitration Rules. Any such Arbitration proceedings shall be held in Dallas County, Texas. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against us in a small-claims court of competent jurisdiction in Dallas County, Texas. Whether you choose arbitration or small-claims court, you agree to not, under any circumstances, commence or maintain any class action, class arbitration, or other representative action or proceeding against us. The laws of the State of Delaware will govern this Agreement, as well as any claim that might arise between you and us, without regard to any conflict of law provisions.

By using our Services, you agree to the above arbitration agreement. By agreeing to the foregoing, you are giving up your right to have your day in court to assert or defend any claims between you and us (except for matters that may be taken to small-claims court). Your rights will be determined by a neutral arbitrator, not a judge or jury. You are entitled to a fair hearing before the arbitrator. The arbitrator has the right to grant any relief that a court could also grant. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, AND HEREBY WAIVE ANY RIGHT TO BRING ANY CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against us (except for small-claims court actions) may only be commenced in the federal or state courts located in Dallas County, Texas. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. Any dispute between you and us this Agreement, will be governed by the laws of the State of Delaware without regard to principles of conflicts of law, provided that this arbitration agreement will be governed by the Federal Arbitration Act.

Acceptance:
By clicking “Accept” or using our services, you acknowledge that you have read, understood, and agreed to be bound by this Services License Agreement.

This Advertising Management Rider to Services License Agreement (this “Rider”) shall be attached to the Services License Agreement (the “Saas Agreement”) entered into by Humaniz, Inc. (“Humaniz,” “we,” “us,” or “our”) and the undersigned (“you” or “client”) and shall govern the terms and conditions related to our management of your advertising campaigns on job board websites, which may include, but is not limited to, Indeed, Monster and ZipRecruiter (collectively, the “Job Advertising Platforms”), and social media platforms, which may include, but is not limited to, Meta (Facebook & Instagram) (the “Social Advertising Platform”).

1. Incorporation of Saas Agreement. Each of the terms of the Saas Agreement shall apply to this Rider, provided however, if any of the terms or conditions of this Rider conflict with the terms or conditions of the Saas Agreement, the conflicting terms or conditions of this Rider shall supersede the terms or conditions of the Saas Agreement. 

2. Definitions. All capitalized terms that are not defined in this Rider shall have the same definition as set forth in the Saas Agreement.

3. Services Provided; Client Obligations. By executing this Rider, you desire for Humaniz to provide job advertisement management services (“Ad Management Services”) in addition to each of the Services provided by Humaniz under the Saas Agreement. The Ad Management Services include job listing or advertisement campaign setup, monitoring, optimization and reporting on Job Advertising Platforms and/or the Social Advertising Platform. You shall be required to provide access to any existing infrastructure, accounts, online properties, profiles, or applications as well as any information necessary to perform the Ad Management Services including, but not limited to, granting “partner” level access to Humaniz on all Social Advertising Platforms, if Humaniz will provide the Ad Management Services in connection with any of your Social Advertising Platforms. Humaniz shall have full creative control in its performance of the Ad Management Services. You shall not interfere with the Ad Management Services by altering or modifying campaigns without first discussing such changes with Humaniz.

4. Fees and Payments. As compensation for our provision of the Ad Management Services, you agree to pay us a monthly fee calculated by adding (collectively, the “Management Fee”): (i) a fee equal to twenty percent (20%) of the aggregate advertising spend on all Job Advertising Platforms, and (ii) a fee equal to $500 for each Social Advertising Platform that we provide the Ad Management Services. You acknowledge that all Management Fees are in addition to the total amount spent by you on advertisements on the Job Advertising Platforms and the Social Advertising Platforms. We reserve the right to increase our Management Fees at any time during the term of this Rider by providing you with thirty (30) days’ advanced written notice.

5. Advertising Spend. You are responsible for directly funding the advertising spend on the Job Advertising Platforms and the Social Advertising Platforms. You agree to keep an active credit card on file with each Job Advertising Platform and Social Advertising Platform that Humaniz shall use to provide the Ad Management Services. If you desire to implement any changes to your advertising budget, the changes to the budget shall be implemented at the start of the next calendar month, provided however, if changes to your advertising budget are implemented in the middle of a calendar month, then the Management Fee shall be prorated for such month.

6. Billing and Payment Schedule. Our billing cycle for our Ad Management Services is monthly. If you are a “Legacy Client”, you will be charged Management Fees beginning on the date your service is activated and recurring on the same date each month thereafter. If you are not a “Legacy Client”, then your Management Fees shall be charged on the first day of each month. If a non-Legacy Client entered into this Rider on any day other than the first (1st) day of any calendar month, the Management Fee will be prorated based on the number of calendar days remaining in the initial month. All Management Fees will be paid monthly in advance and will be paid via ACH or will be charged to the credit card held on file with Humaniz’s payment processor. All payments shall be in US dollars in immediately available funds. If you fail to make timely payments of the Management Fees, Section 8.5 of the Saas Agreement shall govern our rights and remedies with respect to such late payments. You must keep an active credit card on file with Humaniz’s payment processor at all times during the Term of this Rider. You authorize Humaniz to charge this credit card each month in the amount of the Management Fees. Failure to maintain an active credit card shall be considered a material breach of this Rider. “Legacy Client” shall mean any client using the Ad Management Services prior to April 10th, 2024.

 

7. Term and Termination. The terms and conditions of this Rider shall commence on the date of your approval of these terms and conditions and shall continue until either party provides written notice to the other party of their desire to terminate this Rider. The termination of this Rider shall be effective thirty (30) days after either party delivers notice to the other party of their desire to terminate this Rider, or some other date if specified in the notice of desire to terminate. In addition to the foregoing, either party may terminate this Rider, if the other party materially breaches this Agreement and fails to cure such breach within five (5) business days after receiving notice from the other Party about the alleged breach. The termination of this Rider shall not terminate the Saas Agreement. 

8. Intellectual Property Rights. Except for the license granted to Humaniz under this Section 8, you shall solely and exclusively own all right, title, and ownership interest in and to any elements of text, graphics, photographs, designs, trademarks, ad copy, keywords, keyword phrases, or any other content (“Client Intellectual Property”) furnished to Humaniz for the performance of the Ad Management Services. You hereby grant Humaniz a nonexclusive, royalty-free, limited license to use, execute, reproduce, display, perform, and distribute copies of the Client Intellectual Property solely for the purpose of performing the Ad Management Services. You represent and warrant that you have all necessary rights, title, and interest in and to all content, artwork, and designs, including text, images, ad copy, keywords or keyword phrases, or any other content, which are provided to Humaniz hereunder. In the event that you are not the sole and exclusive owner of the Client Intellectual Property furnished to Humaniz, you shall have permission from the rightful owner to use the intellectual property. You shall protect, defend, and hold Humaniz harmless from any claim, suit, action, liability of claim arising from a third party in connection with Humaniz’s use of the Client Intellectual Property furnished by client to Humaniz to be used in Humaniz’s performance of the Ad Management Services. Except for the Client Intellectual Property, Humaniz shall own all right, title and ownership interest in the elements of text, graphics, photographs, designs, ad copy, keywords, keyword phrases, or any other content used or created by Humaniz in the performance of the Ad Management Services hereunder.

9. Disclaimer and Indemnification. Our role in performing the Ad Management Services is to optimize your advertising budget based on our expertise and industry best practices and we do not guarantee any specific outcomes from the performance of such Ad Management Services. ALL AD MANAGEMENT SERVICES ARE PROVIDED “AS-IS” WITH NO WARRANTIES OR INDEMNITIES OF ANY KIND AND NEITHER HUMANIZ NOR ITS LICENSORS OR SUPPLIERS, IF ANY, MAKE ANY EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO ANY SERVICES OR OTHERWISE RELATED TO THIS RIDER. HUMANIZ DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE AD MANAGEMENT SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HUMANIZ DISCLAIMS ALL WARRANTIES IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

You agree to defend, indemnify and hold Humaniz and our officers, directors, contractors, employees, agents and representatives harmless from and against any Losses arising from our performance of the Ad Management Services and use of the Client Intellectual Property for the performance of the Ad Management Services including, but not limited to, any breaches of the terms or conditions of any Job Advertising Platform or Social Media Platform resulting from the performance of the Ad Management Services. The foregoing indemnification shall expressly exclude any Losses arising from Humaniz’s reckless or intentional conduct in the performance of the Ad Management Services.

10. Limitation of Liability; Monetary Cap. IN NO EVENT SHALL HUMANIZ BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER HUMANIZ HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HUMANIZ’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS RIDER) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE MANAGEMENT FEES PAID BY CLIENT TO HUMANIZ IN THE PRIOR THREE (3) MONTHS TO THE EVENT THAT GAVE RISE TO SUCH CLAIM. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN SECTIONS 9 AND 10 SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS RIDER IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. Arbitration. The exclusive means of resolving any dispute or claim arising out of or relating to this Rider (including any alleged breach thereof) will be through FINAL AND BINDING ARBITRATION administered by JAMS (formerly known as the Judicial Arbitration and Mediation Services, Inc.) pursuant to JAM’s Consumer Arbitration Rules. Any such Arbitration proceedings shall be held in Dallas County, Texas. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against us in a small-claims court of competent jurisdiction in Dallas County, Texas. Whether you choose arbitration or small-claims court, you agree to not, under any circumstances, commence or maintain any class action, class arbitration, or other representative action or proceeding against us. 

By using our Ad Management Services, you agree to the above arbitration agreement. By agreeing to the foregoing, you are giving up your right to have your day in court to assert or defend any claims between you and us (except for matters that may be taken to small-claims court). Your rights will be determined by a neutral arbitrator, not a judge or jury. You are entitled to a fair hearing before the arbitrator. The arbitrator has the right to grant any relief that a court could also grant. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. 

YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, AND HEREBY WAIVE ANY RIGHT TO BRING ANY CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING

Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against us (except for small-claims court actions) may only be commenced in the federal or state courts located in Dallas County, Texas. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. 

12. Amendments. We reserve the right to update this Rider at any time. Any changes will be communicated in writing to clients at least thirty (30) days in advance of such changes becoming effective, and your continued use of our Ad Management Services once such changes become effective constitutes your acceptance of the new Rider.

13. Governing Law. The laws of the State of Delaware will govern this Rider, as well as any claim that might arise between you and us, without regard to any conflict of law provisions.

14. Acceptance. By clicking “Accept” or using our Ad Management Services, you acknowledge that you have read, understood, and agreed to be bound by this Rider.

15. Questions. For any questions regarding this Rider, please contact us at support@humaniz.io.