Master Subscription Agreement (Annual)

MSA Annual this Master Subscription Agreement  is a legally binding contract between Recruitable Software Inc, doing business as Recruitable, with its principal place of business at 1 King Street West, Toronto, ON M5H 1A1, Canada, and the entity identified during account registration or on the applicable Pricing Schedule, referred to as Customer. By registering an account, executing a Pricing Schedule, or accessing the Service, Customer agrees to be bound by all terms of this Agreement. If Customer does not agree, Customer must not access or use the Service.

1. DEFINITIONS

1.1   Agreement.  means this Master Subscription Agreement together with all Pricing Schedules, Exhibits, addenda, and documents incorporated by
reference, as amended from time to time.

1.2   Anonymized Data.  means data derived from Customer Data that has been irreversibly de-identified such that no individual or organization can
be identified from the resulting dataset.

1.3   Billing Start Date.  means the date upon which invoicing for Subscription Fees commences as indicated in the Pricing Schedule or at account
activation, whichever is earlier.

1.4   Confidential Information.  means any non-public information disclosed by one Party to the other that a reasonable person would understand
to be confidential, including pricing, technical architecture, AI models, business plans, and Customer Data.

1.5   Customer Data.  means any data, files, resumes, call recordings, interview transcripts, candidate information, client information, contracts, invoices, or other content submitted to the Service by or on behalf of Customer or its Users.

1.6   Data Enrichment Credits.  means the monthly allocation of credits provided to Customer under the Advanced Recruiter and Executive Recruiter plans, used to access verified contact data through the Service as described in Section

1.7   Data Privacy Laws.  means all applicable data protection and privacy legislation in the jurisdictions where Customer and its candidates are
located, including without limitation: the UK General Data Protection Regulation and the Data Protection Act 2018; the EU General Data Protection Regulation; the Privacy and Electronic Communications Regulations 2003; applicable US federal and state privacy legislation including the CCPA as amended by the CPRA; Canadian federal and provincial legislation including PIPEDA and Quebec Law 25; the Australian Privacy Act 1988; and all successor and equivalent legislation globally.

**1.8   Documentation. ** means all user guides, help articles, release notes, and product documentation made available by Recruitable via the platform or website.

1.9   Effective Date.  means the date of electronic acceptance, execution of a Pricing Schedule, or first access to the Service, whichever is earliest.

**1.10   Service. ** means the Recruitable cloud-based AI-powered Applicant Tracking System platform and all associated features, tools, integrations, AI functionality, scheduling, data enrichment, invoicing, contract management, team messaging, candidate pipeline management, client portal, and all related features available under Customer’s selected plan.

1.11   Subscription Fee.  means the recurring monthly fee payable by Customer for access to the Service as specified in the applicable Pricing Schedule.

1.12   Term.  means the Initial Term together with any Renewal Terms as defined in Section 5.

1.13   User.  means any individual authorized by Customer to access and use the Service under a unique login credential during the Term.

2. LICENSE GRANT AND PERMITTED USE

2.1   License Grant.  Subject to Customer’s full compliance with this Agreement and timely payment of all Subscription Fees, Recruitable grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable subscription license to access and use the Service during the Term solely for Customer’s internal recruitment agency business purposes.

2.2   User Accounts.  Customer may provision User accounts up to the number of licensed Users specified in the Pricing Schedule. Each User account must be assigned to a single named individual. Sharing of login credentials is a material breach of this Agreement. Customer is solely responsible for all activity under its User accounts.

2.3   General Restrictions.  Customer shall not:
(a) sublicense, resell, or provide access to the Service to any third party; (b) reverse engineer, decompile, or disassemble any part of the Service; (c) copy or create derivative works based on the Service, its UI, workflows, or AI outputs; (d) use the Service or any insights gained from using the Service to build any competing product or service; (e) remove or obscure proprietary notices; (f) use the Service for any unlawful purpose; or (g) transmit malicious code or spam. Any violation entitles Recruitable to seek immediate injunctive relief without bond plus all available legal remedies including claims for copyright infringement, misappropriation of trade secrets, breach of contract, and unjust enrichment. Customer acknowledges that any breach would cause irreparable harm for which monetary damages alone would be inadequate. These obligations apply for the full duration of the msa annual agreement and survive its termination.

2.4   Benchmarking Prohibition.  Customer may not publish, disclose, or distribute any performance benchmarks or comparative analyses of the
Service without prior written consent from Recruitable.

2.5   Acceptable Use.  Customer shall use the Service in strict compliance with all applicable employment laws and anti-discrimination legislation in all jurisdictions where it operates. Recruitable is a technology platform and is not responsible for any hiring decisions made by Customer using the Service. Customer indemnifies Recruitable against any claim arising from unlawful or discriminatory hiring practices.

2.6   SMS Functionality.  The Service enables Users to trigger SMS communications to candidates and clients through the Recruitable platform. By
activating SMS features, Customer authorizes Recruitable to dispatch such messages on its behalf. Customer warrants it has obtained all necessary consents from recipients and that all SMS use complies with the UK PECR, the Telephone Consumer Protection Act, Canada’s Anti-Spam Legislation,
and all other applicable telecommunications regulations in the jurisdictions where Customer operates.

2.7   AI Features and Anonymized Data.  Recruitable may use Anonymized Data derived from Customer Data to improve and train AI models. Such use is strictly limited to anonymized and aggregated data. Recruitable shall not use personally identifiable Customer Data for AI model training without a separate written agreement.

2.8   Platform Usage Telemetry.  Recruitable may collect anonymized and aggregated telemetry data regarding how Users interact with the Service
solely to improve the Service and analyze platform performance.

**2.9   No Solicitation. ** During the Term and for twelve (12) months following expiry or termination, Customer shall not directly or indirectly solicit, recruit, or hire any Recruitable employee or contractor involved in delivering the Service. A breach entitles Recruitable to injunctive relief and liquidated damages of no less than $50,000 USD or £50,000 GBP per instance as applicable to Customer’s jurisdiction.

3. SUBSCRIPTION FEES, BILLING, AND PAYMENT

3.1   Plans and Pricing.  The Service is offered under three subscription tiers. Prices are listed in USD for customers in the United States and
other countries, and in GBP for customers based in the United Kingdom and Europe.

Starter Plan: $29.00 USD / £29.00 GBP per User per month
Advanced Recruiter: $99.00 USD / £99.00 GBP per User per month
Executive Recruiter: $150.00 USD / £150.00 GBP per User per month

**3.2   Annual Discount and Billing Model. ** Customer has selected an annual subscription with monthly billing. Customer commits to a twelve (12) month term and receives a ten percent (10%) discount applied from the Billing Start Date. Discounted monthly rates are: Starter Plan $26.10 USD / £26.10 GBP, Advanced Recruiter $89.10 USD / £89.10 GBP, Executive Recruiter $135.00 USD / £135.00 GBP per User per month. Subscription Fees are charged monthly by automatic payment. The annual commitment remains binding regardless of actual usage.

3.3   Automatic Payment Authorization.  By providing a payment method, Customer expressly authorizes Recruitable to charge all Subscription
Fees automatically on the applicable billing date without further authorization. Customer is responsible for ensuring a valid payment method is on file at all times.

**3.4   Failed Payments and Suspension. ** If a scheduled payment fails, Recruitable will attempt to retry the charge automatically within three (3) to five (5) business days. If the retry fails, Recruitable will notify Customer in writing and Customer will have fifteen (15) days to resolve the outstanding balance. If payment is not received within fifteen (15) days of notice, Recruitable may immediately suspend access to the Service. Customer Data is preserved during suspension. Customer may reinstate access within sixty (60) days of the original failed payment date by paying all overdue amounts in full. If payment is not received within sixty (60) days, Recruitable may terminate this Agreement and the entire remaining balance becomes immediately due and payable.

3.5   Charge Disputes.  If Customer believes a charge is incorrect, Customer must notify Recruitable by emailing customersupport@www.recruitablehr.com
within thirty (30) days of the invoice date, specifying the amount disputed and the reason. Recruitable will investigate and respond within one (1) to fourteen (14) business days. Customer must pay all undisputed amounts by the due date. Failure to dispute within thirty (30) days constitutes unconditional acceptance of that charge.

3.6   Payment Terms.  All invoices are due on the billing date via automatic charge. Overdue amounts accrue interest at 1.5% per month or the
maximum rate permitted by applicable law, whichever is lower. Customer shall bear all reasonable costs of collection including legal fees.

3.7   Taxes.  All Subscription Fees are exclusive of applicable taxes. Customer is solely responsible for determining, collecting, reporting, and remitting all taxes, levies, duties, and similar governmental charges applicable to its purchase and use of the Service under the laws of any jurisdiction. If any applicable law requires Customer to withhold any amount from payments to Recruitable, Customer shall gross up the payment so that Recruitable receives the full Subscription Fee after withholding.

3.8   Price Adjustments.

RECRUITABLE MAY NOT INCREASE SUBSCRIPTION FEES DURING A COMMITTED ANNUAL TERM. UPON EXPIRY OF THE INITIAL TERM
OR ANY RENEWAL TERM, RECRUITABLE EXPRESSLY RESERVES THE RIGHT TO INCREASE OR ADJUST SUBSCRIPTION FEES AT ITS SOLE DISCRETION WITHOUT LIMITATION ON FREQUENCY OR AMOUNT. RECRUITABLE WILL PROVIDE NO LESS THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF ANY PRICING CHANGE BEFORE THE RENEWAL DATE. CONTINUED USE FOLLOWING THE RENEWAL DATE CONSTITUTES UNCONDITIONAL ACCEPTANCE OF REVISED PRICING.

**3.9   No Refunds. ** All Subscription Fees paid are non-refundable under all circumstances except as expressly required by applicable law or as provided in Section 5.4 (Termination for Cause).

**3.10   User Count Compliance and Audit. ** Customer agrees not to exceed the number of licensed Users. Recruitable may audit actual User counts at any time with reasonable notice and invoice for excess Users retroactively.

3.11   Data Enrichment Credits.  Customers on the Advanced Recruiter and Executive Recruiter plans receive a monthly allocation of Data Enrichment Credits per User, shared across the account. Each verified phone number retrieval costs five (5) credits and each verified email retrieval costs one (1) credit. Credits do not roll over. Recruitable reserves the right to modify the credit allocation amounts, credit cost per action, data types covered, and credit system structure at any time at its sole discretion with no less than thirty (30) days written notice of any material change.

4. FREE TRIAL

4.1   Trial Eligibility.  New Customers are eligible for a fourteen (14) day free trial limited to a maximum of ten (10) Users per account. No credit card or payment method is required to commence a free trial.

4.2   Trial Access.  During the free trial, Customer receives access to the Service features available under the selected plan tier, on an as-is basis without warranty. Recruitable may modify, limit, or terminate trial access at any time without notice.

**4.3   Trial Expiry. ** Upon expiry of the fourteen (14) day trial, Customer’s account will be locked and access suspended. No automatic billing occurs
at trial expiry. Customer must select a paid subscription plan to regain access. Customer Data is retained for sixty (60) days following trial expiry.

4.4   One Trial Per Customer.  The free trial is available once per Customer. Creating multiple accounts to obtain additional trial periods is a violation of this Agreement.

**4.5   Trial Data Enrichment Credits. ** During the free trial each User receives a maximum of three hundred (300) Data Enrichment Credits. Trial credits do not roll over or transfer to a paid plan upon conversion.

5. TERM, RENEWAL, AND TERMINATION

5.1   Initial Term and Renewal.  This Agreement commences on the Effective Date and continues for an initial period of twelve (12) months. Following the Initial Term, this Agreement automatically renews for successive twelve (12) month periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Recruitable will send Customer a written renewal reminder no less than forty-five (45) days before the renewal date.

**5.2   Termination by Customer. ** Customer may not cancel or terminate this Agreement before expiry of the Initial Term or any Renewal Term except as provided in Section 5.4. Customer is unconditionally obligated to pay all Subscription Fees for the full annual term regardless of whether Customer actively uses the Service.

5.3   Plan Changes.  During an annual term, Customer may upgrade to a higher plan tier at any time on a prorated basis. Customer may downgrade
to a lower plan tier, however the minimum financial commitment for the original plan tier remains payable for the duration of the annual term unless otherwise agreed in writing by Recruitable.

**5.4   Termination for Cause. ** Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement
and fails to cure the breach within thirty (30) days of receiving written notice. If Customer terminates for Recruitable’s uncured material breach, Customer shall receive a pro-rata refund of prepaid fees for the undelivered portion of the Service.

5.5   Termination for Insolvency.  Recruitable may terminate this Agreement immediately if Customer becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed over its assets, commences bankruptcy proceedings, or ceases to conduct business. All outstanding Subscription Fees become immediately due upon such termination.

5.6   Suspension for Abuse.  Recruitable may immediately suspend access without prior notice if Recruitable reasonably determines that Customer
is using the Service in violation of applicable law, posing a security risk, or violating Section 2.3 or 2.5. Suspension does not relieve Customer of payment obligations.

5.7   Early Termination Fee.  If Customer terminates an annual subscription before expiry of the then-current term for any reason other than Recruitable’s uncured material breach, Customer shall immediately pay an early termination fee equal to one hundred percent (100%) of the Subscription Fees remaining for the unexpired portion of the term.

5.8   Effect of Termination.  Upon termination or expiry, Customer’s license immediately ceases. Recruitable will make Customer Data available for
export for sixty (60) days following termination. After sixty (60) days, Recruitable may permanently delete Customer Data.

5.9   Survival.  The following Sections survive termination: Sections 1, 2.3, 2.9 (12 months), 3.9, 5.7, 5.8, 6, 7, 8 (3 years), 9.3, 10, 11, and 12.

6. CUSTOMER DATA, PRIVACY, AND DATA PROTECTION

6.1   Customer Ownership.  All Customer Data remains the sole and exclusive property of Customer. Recruitable claims no ownership of Customer Data.

6.2   License to Process.  Customer grants Recruitable a limited, non-exclusive license to access, store, process, transmit, and display Customer Data solely to deliver, maintain, secure, and improve the Service during the Term.

6.3   Processing Roles.  Customer is the Data Controller and Recruitable is the Data Processor with respect to personal data submitted to the Service. Recruitable shall process personal data only on Customer’s documented instructions and in accordance with this Agreement and applicable Data Privacy Laws.

6.4   Customer Representations on Candidate Data.  Customer represents and warrants that: (a) all personal data submitted to the Service has been collected lawfully regardless of whether the candidate applied directly or was sourced, headhunted, or imported; (b) Customer holds a valid and documented legal basis for processing such data under applicable Data Privacy Laws; (c) Customer will honor any deletion, access, or correction request from any candidate; and (d) Customer will promptly notify Recruitable of any data subject rights request requiring Recruitable cooperation as Data Processor. Customer indemnifies Recruitable fully against any regulatory fine, penalty, claim, or enforcement action arising from failure to comply with this Section.

**6.5   Anonymized Data Use. ** Recruitable may aggregate and anonymize Customer Data to produce Anonymized Data and may use such Anonymized Data for internal research, product improvement, and AI model enhancement. Recruitable will not sell Anonymized Data to any third party.

6.6   Security Measures.  Recruitable maintains commercially appropriate technical and organizational security measures to protect Customer Data
against unauthorized access, disclosure, alteration, or destruction, including end-to-end encryption of data in transit and at rest, role-based access controls, and regular independent security assessments.

6.7   Data Storage by Jurisdiction.  Recruitable stores Customer Data in the jurisdiction most appropriate to the Customer’s location: (a) UK and EU customers: personal data stored within the UK or EEA; (b) United States customers: data stored within the United States; (c) Canada customers: data stored within Canada or the United States per PIPEDA; (d) Australia customers: data stored within Australia or equivalent jurisdiction; (e) All other countries: Recruitable complies with all applicable local data protection laws.

6.8   Global Data Protection Compliance.  Recruitable commits to complying with all applicable data protection and privacy laws in every jurisdiction where it operates, including UK GDPR, EU GDPR, PECR, CCPA, CPRA, PIPEDA, Quebec Law 25, the Australian Privacy Act 1988, and all successor legislation.

6.9   Subprocessors.  A current list of subprocessors is maintained at www.recruitablehr.com/legal/subprocessors. Recruitable will provide no
less than thirty (30) days written notice before adding or materially changing a subprocessor.

6.10   Data Breach Notification.  In the event of a personal data breach affecting Customer Data, Recruitable shall notify Customer without undue delay and in all cases within seventy-two (72) hours of becoming aware of the breach.

6.11   No AI Training on Personal Data.  Recruitable confirms that personally identifiable data within Customer Data will not be used to train AI models. Only Anonymized Data is used for AI improvement as described in Section 6.5.

6.12   Collection of User Contact Information.  By registering Users on the Service, Customer acknowledges that Recruitable will collect and retain User contact information including names, email addresses, and phone numbers for account management, billing, security, support, and product communications.

7. INTELLECTUAL PROPERTY

7.1   Recruitable Ownership.  Recruitable and its licensors retain all rights, title, and interest in and to the Service, including all software, source code, AI models, algorithms, interfaces, trademarks, trade secrets, documentation, and all modifications or derivative works thereof. This Agreement grants Customer no ownership rights in the Service whatsoever.

**7.2   Trade Secrets. ** Customer acknowledges that the Service contains valuable trade secrets of Recruitable. Any unauthorized use, disclosure, reproduction, or reverse engineering constitutes misappropriation of trade secrets entitling Recruitable to all available remedies.

7.3   Customer Ownership.  Customer retains all rights, title, and interest in and to Customer Data.

7.4   Feedback.  Any feedback provided by Customer regarding the Service may be used by Recruitable for any purpose without attribution or
compensation, provided it does not contain Customer Confidential Information.

7.5   Export Controls.  Customer shall not use, export, re-export, or transfer the Service in violation of any applicable US export control laws, UK
export controls, or international sanctions.

8. CONFIDENTIALITY

8.1   Obligations.  Each Party shall hold the other Party’s Confidential Information in strict confidence using no less than reasonable care, and shall not disclose it to any third party except to employees, contractors, and advisors who have a need to know and are bound by equivalent confidentiality obligations.

8.2   Exceptions.  Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was independently developed without reference to the Confidential Information; (c) was lawfully received from a third party without restriction; or (d) is required to be disclosed by law or court order.

8.3   Survival.  Confidentiality obligations survive termination or expiry for three (3) years.

9. WARRANTIES AND DISCLAIMERS

**9.1   Recruitable Warranties. ** Recruitable warrants that: (a) it has full legal authority to enter into this Agreement; (b) during the Term it will use commercially reasonable efforts to provide the Service materially in accordance with the Documentation; and (c) it will maintain the security measures described in Section 6.6.

9.2   Customer Warranties.  Customer warrants that: (a) it has full legal authority to enter into this Agreement; (b) it will use the Service in compliance with all applicable laws; (c) it has obtained all necessary consents to submit data to the Service; and (d) its SMS use complies with all applicable telecommunications laws.

9.3   Disclaimer.

EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.1, THE SERVICE IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTY OF ANY KIND. RECRUITABLE MAKES NO WARRANTIES EXPRESS OR IMPLIED INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. RECRUITABLE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED ERROR-FREE OR MEET ANY SPECIFIC REQUIREMENTS.

**9.4   Third-Party Integrations. ** Recruitable makes no warranty regarding the availability or continued operation of any third-party integration.
Recruitable shall not be liable for any failure, interruption, or change in any third-party service.

10. SERVICE LEVELS AND MAINTENANCE

**10.1   Uptime Commitment. ** Recruitable commits to monthly uptime of 99.5% for the core Service, measured on a calendar month basis.

10.2   Uptime Exclusions.  Excluded from uptime calculations: (a) scheduled maintenance with advance notice; (b) emergency maintenance to protect
Service security; (c) downtime caused by Customer actions or third-party integrations; (d) Force Majeure events; (e) Beta features; or (f) factors outside Recruitable’s reasonable control.

**10.3   Service Credits. ** If Recruitable fails to meet the 99.5% Uptime Commitment in a given month, Customer’s sole remedy is a service credit equal
to 5% of that month’s Subscription Fee for each full percentage point below 99.5%, up to a maximum of one month’s fee. Customer must request a credit within thirty (30) days of the end of the affected month.

10.4   Beta Features.  Beta or early-access features are provided on an as-is basis without warranty and are excluded from the Uptime Commitment.

10.5   Service Modifications.  Recruitable reserves the right to modify or update any feature of the Service without liability, provided such changes do not materially degrade core functionality under the selected plan.

11. INDEMNIFICATION

11.1   By Recruitable.  Recruitable shall defend, indemnify, and hold Customer harmless from third-party claims alleging that authorized use of the Service infringes any copyright, patent, or registered trademark.

11.2   By Customer.  Customer shall defend, indemnify, and hold harmless Recruitable and its affiliates, officers, directors, and employees from all claims, damages, losses, and expenses arising from: (a) Customer’s breach of this Agreement; (b) violation of applicable law; (c) Customer Data; (d) SMS use in violation of applicable law; (e) violation of any third-party rights; or (f) any discriminatory or unlawful hiring decision made using the Service.

11.3   Procedure.  The indemnified Party shall promptly notify the indemnifying Party in writing, allow sole control of the defense and settlement, and provide reasonable cooperation.

12. LIMITATION OF LIABILITY

12.1   Aggregate Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW RECRUITABLE’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO RECRUITABLE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) $50,000 USD OR £50,000 GBP AS APPLICABLE TO THE CUSTOMER’S JURISDICTION.

12.2   Exclusion of Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT INCIDENTAL SPECIAL CONSEQUENTIAL PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION LOSS OF PROFITS LOSS OF REVENUE LOSS OF DATA LOSS OF GOODWILL OR LOSS OF BUSINESS OPPORTUNITY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3   Exceptions.  The limitations in Sections 12.1 and 12.2 do not apply to: (a) Customer’s payment obligations; (b) either Party’s indemnification obligations; (c) breach of confidentiality; (d) breach of Section 2.3 including IP misappropriation; (e) Recruitable’s gross negligence or willful misconduct; or (f) any liability that cannot be lawfully excluded under applicable law.

13. AGREEMENT VERSION, UPDATES, AND CORPORATE CHANGES

13.1   Current Agreement Version.  Recruitable maintains the current version of this Agreement at www.recruitablehr.com/legal/msa. Customer may view it at any time by logging into their account or by emailing customersupport@www.recruitablehr.com.

**13.2   Updates to Agreement. ** Recruitable may update this Agreement from time to time. For material changes, Recruitable will provide no less than
thirty (30) days written notice. Customer’s continued use after the effective date of any update constitutes acceptance.

13.3   Corporate Name and Address Changes.  Recruitable reserves the right to change its legal company name, registered address, principal place of business, corporate structure, or operating jurisdiction at any time with no less than thirty (30) days prior written notice.

14. GENERAL PROVISIONS

**14.1   Governing Law. ** This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Nothing in this Agreement limits any mandatory rights or protections available to Customer under applicable law that cannot lawfully be excluded or waived.

**14.2   Dispute Resolution and Arbitration. ** In the event of a dispute, the Parties shall first attempt resolution through good-faith negotiation
for thirty (30) business days. If unresolved, the dispute shall be submitted to binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules before a single arbitrator. The seat of arbitration shall be Toronto, Ontario, Canada, and the arbitration shall be conducted in English.

14.3   Language.  This Agreement is written in English. In the event of any conflict between the English version and any translation, the English version prevails.

14.4   Force Majeure.  Neither Party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control.

**14.5   Assignment. ** Customer may not assign or transfer this Agreement without Recruitable’s prior written consent. Recruitable may assign this
Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice.

**14.6   Entire Agreement and Supersession. ** This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and expressly supersedes all prior agreements, representations, and understandings.

14.7   Severability.  If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable. All remaining provisions continue in full effect.

14.8   Waiver.  No failure or delay in exercising any right constitutes a waiver. A waiver of any breach does not constitute a waiver of any subsequent breach.

14.9   Notices.  All legal notices must be in writing and delivered by email with delivery confirmation or by courier to: Recruitable Software Inc., doing business as Recruitable, 1 King Street West, Toronto, ON M5H 1A1, Canada.

**14.10   Publicity and Marketing. ** Customer consents to Recruitable identifying Customer as a client and using Customer’s name and logo in marketing materials. Customer may withdraw this consent at any time by emailing customersupport@www.recruitablehr.com.

14.11   Communications Consent.  By registering an account, Customer and its Users consent to receiving communications from Recruitable including billing notices, product updates, security alerts, and service announcements.

14.12   Electronic Execution.  This Agreement may be executed electronically. Electronic signatures are valid and legally binding in all applicable jurisdictions.

14.13   Independent Contractors.  The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

14.14   Consumer Rights.  Nothing in this Agreement limits or excludes any rights the Customer may have under mandatory consumer protection legislation in its jurisdiction that cannot be excluded by contract.

14.15   Counterparts.  This Agreement may be executed in counterparts, each constituting an original, and all together constituting one instrument.

14.16   Renewal Reminder.  For annual subscriptions, Recruitable will send Customer a written notice of upcoming automatic renewal no less than forty-five (45) days prior to the renewal date.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.