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Array HQ Platform Master Terms and Conditions

PLEASE READ THIS AGREEMENT (AS DEFINED BELOW) CAREFULLY BECAUSE IT IS AN ENFORCEABLE CONTRACT BETWEEN YOU AND ARRAYHQ. BY PAYING AN ARRAYHQ SUBSCRIPTION INVOICE, OR BY ACCESSING OR OTHERWISE UTILIZING ANY SERVICE (AS DEFINED BELOW), YOU HEREBY AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

SUBJECT TO THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, Array HQ, Inc. ("Array HQ") will provide the entity which pays the Subscription Invoice (such entity, "you" or "Client"; you and Array HQ, each a "Party" and collectively the "Parties") with access to the Array HQ Platform (the "Array HQ Platform" or "Platform"), a unified subscription-based software-as-a-service (SaaS) platform through which Client may subscribe to and access a variety of Array HQ product offerings, as identified on an Subscription Invoice and as further described in the applicable Service Exhibit attached to these Terms (each, a "Service Exhibit"; each such offering accessed through the Platform, together with the Platform access required to use it, a "Service"). The Service Exhibits in effect as of the date hereof are Exhibit 1 (//Ops) and Exhibit 2 (//Recruiting). Additional products may be added to the Platform from time to time and become effective upon Client's payment of the Subscription Invoice referencing them.

Client's Array HQ Subscription Invoice and any subsequent Array HQ invoice(s) sent to Client, these Master Terms, each Service Exhibit incorporated by the Subscription Invoice, the most current version of Array HQ's Terms of Use, and the most current version of Array HQ's Privacy Policy constitute the entire binding agreement (collectively, the "Agreement") between Client and Array HQ relating to Client's subscription to and use of the Service. This Agreement supersedes all prior and contemporaneous agreements and understandings, whether written or oral, between the Parties relating to the Service. No additions, conditions, or modifications by Client, whether oral or contained in any purchase order or other Client-issued document, will be binding on Array HQ unless agreed to in writing and signed by an authorized representative of Array HQ. THIS AGREEMENT WILL APPLY UNLESS CLIENT HAS A SEPARATE WRITTEN AGREEMENT WITH ARRAYHQ, SIGNED BY BOTH PARTIES, THAT EXPRESSLY REPLACES THIS AGREEMENT.

1. Definitions

Capitalized terms used in these Master Terms have the meanings set forth below. Capitalized terms used only in a Service Exhibit are defined in that Service Exhibit and apply only to that Service.

  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with either Party. "Control" means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
  • "Authorized Users" means, with respect to each Service, the persons authorized to access and use that Service as described in the applicable Service Exhibit.
  • "Confidential Information" means all information, material, and data (i) labeled or designated in writing as confidential or proprietary, (ii) which is verbal or otherwise intangible and the disclosing Party advises the receiving Party in writing after disclosure is proprietary or confidential, or (iii) which, in view of the nature of the information or the circumstances of its disclosure, the receiving Party knows or reasonably should know is confidential or proprietary, including software, financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses, and internal developments.
  • "Client Data" means electronic data or information submitted to the Service by or on behalf of Client or its Authorized Users in connection with Client's administration and use of the Service.
  • "Improvements" means all improvements, updates, enhancements, error corrections, bug fixes, hot fixes, changes, release notes, upgrades, and changes to the Service and this Agreement developed by Array HQ and made generally available for use without a separate charge to Client.
  • "Intellectual Property Rights" means all common law, statutory, and other industrial and intellectual property rights, including copyrights, trademarks, trade secrets, patents, and other proprietary rights issued, honored, or enforceable under applicable laws anywhere in the world, including Improvements and all related moral rights.
  • "Malicious Code" means viruses, worms, time bombs, Trojan horses, corrupted files, or other computer programming routines intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any systems, data, personal information, or property of another.
  • "Subscription Invoice" means the Array HQ invoice issued to Client (whether an initial, renewal, or superseding invoice), which identifies the applicable Service(s) and incorporated Service Exhibit(s), the Platform Tier and Platform Fee, Included Jobs and Included Seats, pricing for any per-employee overages, redemption charges, Success Fees, Credits, and other product-specific charges, the Term, and other Service details. Client's payment of the Subscription Invoice constitutes Client's acceptance of the commercial terms set forth in it.
  • "Personal Data" means any information related to an identified or identifiable individual provided by Client, its Affiliates, or Authorized Users to the Service.
  • "Subscription Fees" means all amounts invoiced and payable by Client for the Service, as set forth in the applicable Subscription Invoice and Service Exhibit.
  • "Team Member" means any individual employed by, or engaged in contract work with, Client.
  • "Term" means the length Client has committed to purchasing the Service, as set forth in the Subscription Invoice and further described in Section 12.1.
  • "Third-Party Applications" means applications licensed from third parties which connect with or interoperate with the Service.

2. Parties' Obligations

2.1 Array HQ Obligations

During the Term, Array HQ shall: (i) make commercially reasonable efforts to make the Service available to Authorized Users in accordance with this Agreement; (ii) not use Client Data except to provide the Service, to provide Client with utilization metrics, to prevent or address service or technical problems, to verify Improvements, and otherwise as expressly permitted by this Agreement; and (iii) not disclose Client Data to anyone other than Client or Authorized Users, or otherwise as expressly permitted by this Agreement. Array HQ reserves the right to deny access to the Service to anyone at any time if Array HQ, in good faith, believes it necessary to ensure Client's compliance with this Agreement or to protect the rights, property, or interests of Array HQ, its Affiliates, service providers, licensors, or other customers.

2.2 Client Obligations

Client may enable access to the Service only for Authorized Users and solely for Client's, and its Affiliates', internal business purposes — not for the benefit of any third party. Client is responsible for all Authorized Users' use of the Service and compliance with this Agreement. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data; (b) be responsible for all electronic communications entered through the Service; (c) take commercially reasonable efforts to prevent unauthorized access to or use of the Service, notify Array HQ promptly of any unauthorized access or use, and cooperate in identifying and preventing it; and (d) maintain the confidentiality of all non-public Candidate Data and Team Member Data, not using it other than in connection with the Service and not disclosing it without the consent of the applicable Candidate or Team Member. Client is responsible for obtaining and maintaining all equipment and ancillary services needed to connect to and use the Service.

2.3 Acceptable Use

Client shall not: (i) use the Service in violation of any applicable law or in any manner likely to harm Array HQ, its Affiliates, service providers, licensors, suppliers, or customers; (ii) send or store infringing, obscene, threatening, or otherwise unlawful or tortious material; (iii) send or store Malicious Code; (iv) interfere with or disrupt the Service; (v) reverse engineer, decompile, disassemble, or attempt to discover the source code, object code, or underlying structure of the Service; (vi) modify, translate, or create derivative works based on the Service except as expressly permitted; (vii) breach the security of the Service or access data belonging to third parties; (viii) access the Service or its related systems in a manner not authorized by this Agreement; (ix) provide false or misleading information or impersonate any person; (x) use the Service in the capacity of, or on behalf of, a recruitment agency, staffing firm, executive search firm, headhunter, recruitment process outsourcer, or other third-party talent-sourcing provider; (xi) use the Service to build, maintain, enrich, or monetize any external talent pool, candidate database, resume bank, or contact list for use outside of Client's, and its Affiliates', own internal hiring; (xii) use the Service or any AI Outputs to develop, market, or distribute any product or service that is competitive with the Service; (xiii) use the Service or any AI Outputs to train, fine-tune, or benchmark any machine-learning model that is competitive with the Service; (xiv) conduct benchmarking or competitive intelligence about Array HQ or the Service; (xv) scrape, harvest, or mass-extract data from the Service; (xvi) use bots, spiders, scrapers, or other automated means to access the Service other than through Array HQ's published APIs and within applicable rate limits; (xvii) evade rate limits or other access-limiting measures; (xviii) attempt prompt injection, jailbreak, or other techniques intended to bypass the Platform's safety, policy, or configuration controls; (xix) submit AI-generated or synthetic profiles, resumes, or Candidate records as if genuine; (xx) use the Service to send communications in violation of the Telephone Consumer Protection Act, the CAN-SPAM Act, Canada's Anti-Spam Legislation, or comparable laws; (xxi) upload contact lists for which Client lacks a lawful basis; (xxii) fabricate or misrepresent consent records; (xxiii) evade opt-out signals; (xxiv) share, sell, or transfer account credentials; or (xxv) create, register, or maintain duplicate or fictitious accounts.

2.4 Monitoring; Use Reporting

Array HQ may gather data on usage of the Service to ensure use complies with this Agreement and the Service tier licensed by Client. The Service monitors user counts, transaction volumes, resource utilization, server IP addresses, and similar information.

3. Fees

3.1 Platform Fee and Product Fees

Access to the Platform requires Client to subscribe to a Platform tier (each, a "Platform Tier") at the Platform Fee set forth on the Subscription Invoice (the "Platform Fee"), and (b) at least one Array HQ product, which as of the date of this Agreement consists of //Ops (further described in Exhibit 1) and //Recruiting (further described in Exhibit 2). The Platform Fee includes the quantity of //Recruiting jobs ("Included Jobs") and //Ops employee seats ("Included Seats") for the applicable Platform Tier, each as set forth on the Subscription Invoice. Subscription Fees for each product subscribed to by Client (including per-employee overages, redemption-based fees, success fees, and Credits for job advertising) are set forth in the applicable Service Exhibit and the Subscription Invoice. The Platform Fee and any fixed monthly product fees are payable on the billing cadence set forth on the Subscription Invoice. If Client provides Array HQ with a credit card or other automatic payment method, Client authorizes Array HQ to charge the Platform Fee and all Subscription Fees to that method on the schedule set forth on the Subscription Invoice.

3.2 Taxes

All fees payable to Array HQ under this Agreement are exclusive of taxes, and Client is responsible for all sales, use, value-added, goods-and-services, excise, and similar transaction taxes and duties (and any related interest and penalties) associated with Client's purchase or use of the Service, other than taxes based on Array HQ's net income, property, or employees. If Array HQ is required to collect or remit any such taxes, they will be added to the invoice and paid by Client, unless Client timely provides a valid exemption certificate acceptable to the applicable taxing authority.

3.3 Late Payment

Amounts not paid when due shall accrue interest at the lesser of 12% per annum or the highest rate permitted by law, calculated based on days elapsed and a 365-day year. Overdue amounts received are allocated first to accrued interest and then to principal. Client is liable for Array HQ's costs of collection, including collection agency and reasonable attorneys' fees, regardless of whether suit is commenced. Overdue payments shall be sent to the address in Section 13.2 of these Master Terms or such other address as Array HQ may specify in writing.

4. Proprietary Rights

4.1 Array HQ IP

As between the Parties, Array HQ owns and retains all right, title, and interest in and to: (a) the Service and all Improvements; (b) any software, applications, inventions, or other technology developed in connection with the Service; (c) the Array HQ Data (as defined in Section 4.5 of these Master Terms) and Unsolicited Information; and (d) all Intellectual Property Rights in the foregoing (the "Array HQ IP"). If a determination is made that any Array HQ IP is not solely owned by Array HQ, Client shall assign all rights to Array HQ and execute documents reasonably necessary to effect the assignment. No rights are granted to Client other than as expressly set forth in this Agreement.

4.2 Client Data; License to Array HQ

Client represents and warrants that it owns or has all necessary rights to all Client Data provided to Array HQ. Client has sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Client Data, including the legality of transferring and disclosing it to Array HQ. Client grants Array HQ and its Affiliates and applicable contractors a worldwide, fully paid-up, royalty-free, sublicensable, limited-term license to host, copy, store, record, transmit, display, and otherwise use Client Data as reasonably necessary for Array HQ to provide the Service and to exercise its rights under this Agreement (including under Sections 4.4 and 4.5 of these Master Terms). Rights in Candidate Data, Team Member Data, and Personal Data submitted directly to the Service by Candidates or Team Members are granted by those individuals under the Candidate Terms and the Team Member Terms, and Client's representations and license in this Section 4.2 do not extend to such directly-submitted data. Subject to the limited licenses granted in this Agreement, Array HQ acquires no right, title, or interest in or to Client Data.

4.3 Personal Data

Array HQ secures Personal Data using industry-standard physical, procedural, and technical measures designed to prevent unauthorized or unlawful access, disclosure, or destruction. Array HQ's collection and use of Personal Data is further described in Array HQ's Privacy Policy and, where applicable, in the DPA, which Array HQ will make available to Client upon written request.

4.4 Feedback

From time to time, Client and its Authorized Users may provide Array HQ with suggestions, ideas, enhancement requests, comments, or other feedback regarding the Platform or the Service, whether solicited or unsolicited ("Feedback"). Client grants, and shall cause its Authorized Users to grant, Array HQ and its Affiliates an unrestricted, irrevocable, perpetual, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, and distribute the Feedback, and Array HQ is free to use any ideas, concepts, know-how, or techniques contained in the Feedback for any purpose without attribution or compensation. No party is obligated to provide Feedback, and no party shall provide Feedback that infringes any third-party right.

4.5 Aggregated Statistical Information

Array HQ owns all aggregated and statistical data derived from operation of the Service, including the number of records, the number and types of transactions, configurations, reports processed, and performance results for Authorized Users (the "Array HQ Data"). Nothing in this Agreement prohibits Array HQ from using Array HQ Data to provide and improve the Service, benchmark performance, prepare statistics and system metrics, and market the Service, provided that Array HQ's use of Array HQ Data will not reveal the identity of an Authorized User or that user's Personal Data to Client or any third party except as expressly set forth in this Agreement.

5. Confidentiality

5.1 Confidential Information

Each Party may disclose Confidential Information to the other. Confidential Information of Array HQ includes non-public information relating to the features, functionality, and performance of the Service. The receiving Party may use the disclosing Party's Confidential Information only to fulfill the purposes of this Agreement. The receiving Party will protect the disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of like nature, but no less than a reasonable degree of care. The receiving Party may disclose Confidential Information to its (and its Affiliates') employees, advisors, consultants, and agents on a need-to-know basis if such recipients are bound by confidentiality obligations substantially similar to those in this Agreement.

5.2 Exceptions

Information is not Confidential Information if it: (i) was known to the receiving Party before receipt from the disclosing Party from a source without a confidentiality obligation; (ii) becomes known independently of disclosure by the disclosing Party from a source without such an obligation; (iii) becomes publicly known other than through breach of this Agreement; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. The receiving Party may disclose Confidential Information as required by a court, governmental agency, or operation of law, but shall (to the extent permitted) limit disclosure to what is requested and give the disclosing Party prior written notice sufficient to permit it to contest the disclosure.

6. Limited Warranties; Disclaimer

6.1 Service Limited Warranty

Array HQ warrants that the performance and functionality of the Service shall, in all material respects, meet the specifications set forth in this Agreement and the applicable Service Exhibit. Array HQ does not warrant that the Service will be error-free and does not warrant the accuracy of any Client Data, Candidate Data, or Team Member Data. The warranty in this Section 6.1 does not extend to AI Outputs as defined in Exhibit 2. Array HQ further covenants that (a) to Array HQ's knowledge, it has obtained, and will use commercially reasonable efforts to maintain throughout the Term, the consents, authorizations, and rights from Candidates and Team Members necessary for Array HQ to collect, use, and process Candidate Data and Team Member Data as contemplated by this Agreement; (b) its collection, use, and processing of Candidate Data and Team Member Data will comply with applicable privacy and data protection laws; and (c) Candidate Data and Team Member Data are governed by separate terms between Array HQ and those individuals, and Client makes no representation about, and bears no responsibility for, Array HQ's legal basis for processing that data.

6.2 Performance Limited Warranty

Array HQ shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner that minimizes errors and interruptions. The Service may be temporarily unavailable for scheduled or unscheduled emergency maintenance, or because of causes beyond Array HQ's reasonable control. Array HQ shall use reasonable efforts to provide advance notice of scheduled service disruptions.

6.3 Exclusive Remedy

Client's sole and exclusive remedy for Array HQ's breach of the limited warranties in Sections 6.1 and 6.2 above is that Array HQ shall use commercially reasonable efforts to modify the Service to meet the specifications, and if Array HQ cannot do so, Client may terminate this Agreement and receive a pro-rata refund of Subscription Fees for the terminated portion of the Term. Service-specific service-credit remedies, where offered, are set forth in the applicable Service Exhibit. Array HQ has no obligation under this Section 6.3 (i) unless notified within thirty (30) days of the first instance of any material issue, (ii) if Client fails to upgrade to a supported version of the Service, or (iii) if the claim results from a Third-Party Application or a customization prepared by Client or a third party.

6.4 Disclaimer

ARRAYHQ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM USE OF THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ARRAYHQ EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

7. Limitation of Liability

7.1 Limitation on Damages

ARRAYHQ SHALL HAVE NO LIABILITY TO CLIENT, ITS AFFILIATES, OR ITS TEAM MEMBERS, OR TO ANY OTHER THIRD PARTY, FOR ANY DAMAGES RESULTING FROM ANY DEFECT, ERROR, OR OMISSION IN THE SERVICE, OR FROM ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7.1. UNDER NO CIRCUMSTANCES WILL EITHER PARTY HAVE LIABILITY TO THE OTHER FOR, AND EACH PARTY WAIVES, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, AND LOSS OR CORRUPTION OF BUSINESS INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT FOR ANY CAUSE SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY CLIENT TO ARRAYHQ IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; PROVIDED THAT ARRAYHQ'S TOTAL LIABILITY FOR CLAIMS ARISING FROM ARRAYHQ'S BREACH OF SECTION 4 (CONFIDENTIALITY) OF THESE MASTER TERMS, BREACH OF THE DPA OR APPLICABLE SECURITY EXHIBIT, OR UNAUTHORIZED ACCESS TO OR DISCLOSURE OF CLIENT DATA, CANDIDATE DATA, OR TEAM MEMBER DATA CAUSED BY ARRAYHQ (COLLECTIVELY, "ARRAYHQ SECURITY EVENTS") SHALL NOT EXCEED THREE (3) TIMES THE TOTAL SUBSCRIPTION FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE REMEDIES IN THIS AGREEMENT APPLY EVEN IF THEY FAIL THEIR ESSENTIAL PURPOSE.

7.2 Cap Carve-Outs

The limitations in Section 7.1 above do not apply to: (a) Client's indemnification obligations under this Section 7.2 or under any Service Exhibit (including Section 1.4 of Exhibit 1 (Taxes on Rewards) and Section 2.2 of Exhibit 2 (Recruiting Communications)); (b) either Party's breach of Section 4 of these Master Terms (Confidentiality) (subject, in the case of Array HQ, to the super-cap for Array HQ Security Events in Section 7.1 above); (c) Client's payment obligations; (d) either Party's gross negligence, willful misconduct, or fraud; or (e) Array HQ Security Events, which are subject solely to the super-cap set forth in Section 7.1 above.

7.3 Essential Basis of the Bargain

Client acknowledges that Array HQ has set its Subscription Fees and entered into this Agreement in reliance upon the limitations and exclusions of liability, the disclaimers of warranties, and Client's indemnity obligations set forth herein. These provisions form an essential basis of the bargain, and THE CONSIDERATION WOULD BE HIGHER IF ARRAYHQ WERE REQUIRED TO BEAR LIABILITY IN EXCESS OF THAT STATED HEREIN.

8. Indemnification

8.1 By Array HQ

Array HQ will, at its expense, defend, indemnify, and hold Client harmless against (a) claims by an unaffiliated third party that the Service infringes its Intellectual Property Rights, and (b) third-party claims alleging that Array HQ's collection, use, or processing of Candidate Data or Team Member Data violated applicable privacy or data protection laws. Array HQ's indemnification under clause (a) does not apply to the extent the claim is based on (i) Client's use of the Service after Array HQ notifies Client to discontinue use due to such a claim, (ii) Client's combination of the Service with non-Array HQ services, products, data, or business processes, (iii) damages attributable to the value of the use of a non-Array HQ service, product, data, or business process, (iv) Client's use of the Service in violation of this Agreement, (v) the content of Client's job advertisements, postings, or other Job Content; the screening questions, knockout rules, or other content approved or configured by Client; the audience-targeting parameters or media-placement instructions selected or requested by Client; or any other input supplied or approved by Client, or (vi) Client's employment decisions or other use of //Recruiting outputs to evaluate, score, rank, select, or take adverse action with respect to any Candidate. This Section 8.1 sets forth Client's exclusive remedy for the third-party claims described above. Array HQ's indemnification obligations are subject to the procedural requirements in Section 8.3 of these Master Terms. If Client's use of the Service is enjoined, Array HQ may, at its option, procure the right to continue use, replace the Service with a functional equivalent, modify it to be non-infringing, or refund the Subscription Fees paid and terminate this Agreement.

8.2 By Client

Client shall defend, indemnify, and hold harmless Array HQ from any and all third-party claims, proceedings, damages, liability, and costs (including reasonable attorneys' fees) arising out of (a) any breach of Client's obligations under this Agreement (including each Service Exhibit), and (b) Client's or its Affiliates' use of the Service in a manner not authorized by this Agreement. Client's indemnification obligations are subject to the procedural requirements in Section 8.3 of these Master Terms.

8.3 Indemnification Procedures

The following procedural requirements apply to all indemnification obligations under this Agreement (including those in any Service Exhibit). The Party seeking indemnification (the "Indemnified Party") shall (a) notify the indemnifying Party (the "Indemnifying Party") in writing promptly, and in any event within thirty (30) days, after receiving notice of the applicable claim (provided that failure to give timely notice will relieve the Indemnifying Party of its obligations only to the extent the Indemnifying Party is materially prejudiced thereby); (b) give the Indemnifying Party sole control of the defense and any settlement negotiations; and (c) cooperate reasonably in defending or settling the claim. The Indemnified Party may participate in the defense at its own expense with counsel of its choice. The Indemnifying Party shall not settle any claim in a manner that imposes any obligation, admission of fault, or restriction on the Indemnified Party, or that does not include a full release of the Indemnified Party, without the Indemnified Party's prior written consent.

9. Insurance

During the Term and for one (1) year thereafter, Array HQ shall maintain, at its own expense, insurance coverage with reputable carriers rated A- VII or better by A.M. Best of the following types and minimum limits: (a) commercial general liability of not less than $1,000,000 per occurrence and $2,000,000 aggregate; (b) technology errors-and-omissions and cyber liability (including coverage for unauthorized access, privacy breach response, regulatory defense, and PCI fines where applicable) of not less than $5,000,000 per claim and aggregate; and (c) workers' compensation and employer's liability as required by applicable law.

10. Data Protection; DPA

The Parties' processing of Personal Data (including Candidate Data, where Exhibit 2 applies) is governed by Array HQ's standard Data Processing Addendum (the "DPA"), which Array HQ will make available to Client upon written request and which, once executed by the Parties (or, where Array HQ's standard form permits, accepted by Client in accordance with its terms), is incorporated into and forms part of this Agreement. The DPA addresses controller and processor allocations, standard contractual clauses for cross-border transfers where applicable, sub-processor management, security measures, breach notification, data-subject-rights cooperation, and retention and deletion. In the event of any conflict between the DPA and the body of this Agreement with respect to the processing of Personal Data or Candidate Data, the DPA controls.

11. Third-Party Applications

11.1 No Warranty of Third-Party Applications

Array HQ does not warrant any Third-Party Application. Any agreement for Client's use of a Third-Party Application is solely between Client and the applicable provider. Client may not use a Third-Party Application to enter or submit transactions to the Service without the applicable license or subscription.

11.2 No Obligation as to Third-Party Applications

Array HQ is not responsible for any Third-Party Application Client may purchase, license, subscribe to, or connect to through the Service, or for any interoperation between them. If Client installs or enables a Third-Party Application, Client agrees that Array HQ may enable that provider to access Client Data for the interoperation. Array HQ is not responsible for any exchange of data between Client and the Third-Party Application provider, and any such exchange is subject to the provider's separate terms.

12. Term; Suspension; Termination

12.1 Term

Array HQ offers Service terms of varying lengths, as selected by Client on the Subscription Invoice, provided that the initial Term of each Subscription Invoice shall be no less than one (1) year. The Agreement is effective, and the Term commences, on the date Client pays the Subscription Invoice. Unless either Party gives written notice of non-renewal to the other Party at least sixty (60) days before the end of the then-current Term, the Term will automatically renew for successive twelve (12) month renewal terms at Array HQ's then-current rates. The Parties may also extend or modify the Service by Array HQ's issuance, and Client's payment, of a new or superseding Subscription Invoice prior to expiration of the Term.

12.2 Suspension

Array HQ may suspend access to the Service by Client, Authorized Users, Team Members, and Candidates (as applicable): (a) if any payment is due but unpaid, after at least ten (10) days' prior written notice; (b) if Array HQ reasonably determines that any user accessing the Service through Client's tenant is using the Service for denial-of-service attacks, spam, or illegal activity, or Client's use is causing immediate, material, and ongoing harm to Array HQ or others; or (c) if Array HQ reasonably determines Client has breached any other term of this Agreement. Array HQ is not liable to Client or any third party for any suspension under this Section. Suspension does not relieve Client of its payment obligations.

12.3 Termination

Either Party may terminate this Agreement (i) upon thirty (30) days' prior written notice to the other Party of a material breach by the other Party, if the breach remains uncured at the end of the notice period, or (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Array HQ may terminate on ten (10) days' prior written notice if Client fails to pay Subscription Fees and does not cure within the ten-day notice period.

12.4 Effect of Termination

Upon termination, Authorized Users shall immediately cease using the Service, and Client shall immediately cease using any Array HQ Confidential Information. Termination does not relieve Client of the obligation to pay Subscription Fees accrued or due before the effective date of termination. If this Agreement is terminated by Array HQ for Client's uncured material breach or for non-payment, Client shall remain obligated to pay all Subscription Fees that would otherwise have become due during the remainder of the then-current Term.

12.5 Transition Assistance

For ninety (90) days following expiration or termination of this Agreement, Array HQ shall, upon Client's written request, make Client Data available for export in a commercially reasonable format and provide reasonable cooperation with Client's transition off the Service. After such period, Array HQ may delete Client Data in accordance with its standard retention practices, subject to legal-hold and audit-trail exceptions required by applicable law.

12.6 Surviving Provisions

The following survive non-renewal or termination of this Agreement: the preamble paragraphs, Sections 1, 3 through 10, 12.3 through 12.6, and 13, the surviving provisions identified in each Service Exhibit, the DPA, and all defined terms used herein.

13. General Provisions

13.1 Relationship of the Parties

No provision of this Agreement creates a partnership, joint venture, or other combination between Array HQ and Client. The Parties are independent contractors. Neither Party may bind the other or claim to be a legal representative, partner, agent, or employee of the other. Each Party is responsible for the direction, compensation, and acts of its own employees and subcontractors. There are no Client third-party beneficiaries to this Agreement. Nothing prevents Array HQ from entering into similar agreements with third parties or independently developing similar content, products, or services.

13.2 Notices

All notices under this Agreement shall be in writing and deemed given upon (i) personal delivery, (ii) the third business day after first-class mailing, or (iii) the second business day after sending by facsimile with telephonic confirmation. Notices to Array HQ shall be addressed to Array HQ, Inc., 6601 Six Forks Road, Suite 120, Raleigh, NC 27615, Attn: Legal. Notices to Client shall be addressed to the contact Client provided to Array HQ. Either Party may modify its notice recipient by notice given under this Section.

13.3 Force Majeure

Except for Client's payment obligations, neither Party is liable for any failure or delay in performance caused by events beyond that Party's reasonable control and occurring without that Party's fault or negligence, including acts of God, government, flood, fire, civil unrest, acts of terror, and strikes or other labor problems (other than those involving the affected Party's employees). Performance dates are extended for the period of the delay.

13.4 Assignment

Client may not assign any rights or obligations under this Agreement, by operation of law or otherwise, without Array HQ's prior written consent. Client may assign this Agreement in its entirety upon written notice to Array HQ in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of its assets or the business to which this Agreement relates. Any other attempted assignment by Client is void. This Agreement binds and benefits the Parties' respective successors and permitted assigns.

13.5 Governing Law; Waiver of Jury Trial; Class Action Waiver

This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law rules. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated in Wake County, North Carolina, and Client consents to the jurisdiction and venue of those courts. The Uniform Computer Information Transactions Act does not apply. Each Party waives any right to jury trial in any action arising out of or relating to this Agreement. Where permitted by applicable law, the Parties may bring claims against each other only in their individual capacities and not as a plaintiff or class member in any purported class or representative action.

13.6 Injunctive Relief

Client acknowledges that in the event of a breach of Section 4.1 or Section 5 of these Master Terms, Array HQ will not have an adequate remedy at law and shall be entitled to seek injunctive relief from any court of competent jurisdiction. Array HQ's right to obtain injunctive relief does not limit its right to seek further remedies.

13.7 Open Source

Array HQ may use within the Service software subject to a license certified as Open Source by the Open Source Initiative or listed as a Free Software license by the Free Software Foundation. Any applicable Service component will be provided in a manner compliant with the relevant Open Source license. Client is responsible for further compliance with such Open Source licenses.

13.8 Export

Client shall comply with the export laws and regulations of the United States and other applicable jurisdictions. Client shall not make the Service available to any person or entity that (i) is located in a country subject to a U.S. government embargo, (ii) is listed on any U.S. government list of prohibited or restricted parties, or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.

13.9 Publicity

Array HQ may identify Client as a customer and describe the engagement in its sales, marketing, and customer materials (including its website, customer pages, pitch decks, and responses to RFPs and due-diligence questionnaires), and Client grants Array HQ a limited, non-exclusive, royalty-free license to use Client's name and logo for those purposes, consistent with any brand guidelines Client provides. Client may at any time direct Array HQ in writing to discontinue prospective use of Client's name or logo, in which case Array HQ will do so within a reasonable period, but is not required to retrieve or alter materials previously published, distributed, or submitted. Array HQ will not disclose Client's Confidential Information in any materials permitted under this Section.

13.10 Modification of Terms

Array HQ may modify these Master Terms or any Service Exhibit from time to time. If Array HQ makes a material change, Array HQ will notify Client by email or mail to the address Client provided. If the change has a material adverse impact on Client and Client does not agree, Client must so notify Array HQ in writing within thirty (30) days after receiving notice. If Client does so, Client's use of the affected Service will remain governed by the Agreement as in effect immediately before the change until the end of the then-current Term. Renewal occurs under Array HQ's then-current Terms.

13.11 Severability

If any provision of this Agreement is held illegal or unenforceable, the remaining provisions remain severable and enforceable.

13.12 Entire Agreement; Amendment

This Agreement (including the applicable Subscription Invoice(s), Service Exhibit(s), and Schedules) is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral. Except as provided in Section 13.10, no modification, amendment, or waiver of any provision of this Agreement is effective unless in writing and signed by the Party against whom it is asserted. No terms in a Client purchase order or other Client-issued document are incorporated into or form part of this Agreement, and any such terms are null and void.

13.13 Order of Precedence

In the event of any conflict among the components of this Agreement, the following order of precedence governs, in descending order: (a) the applicable Subscription Invoice (only to the extent it expressly references and amends a specific provision of the documents below); (b) the DPA (if and when executed by the Parties), with respect to the processing of Personal Data and Candidate Data; (c) the applicable Service Exhibit; (d) these Master Terms; and (e) the Array HQ Terms of Use and Privacy Policy. Conflicting terms in any Client purchase order or other Client-issued document are of no force or effect.