This Agreement, when agreed to by the customer (“Customer”) and Landed, constitutes a binding agreement and includes and incorporates by reference the Landed Terms of Service (“Terms”) Customer agreed upon when registering with Landed and located at Service Agreement, and all amendments and addenda thereto (such Terms are the “Agreement”). Customer acknowledges that it has received, read, understands and agrees to be bound by all of the provisions contained in the Agreement. Any capitalized terms in this Agreement that are not defined herein have the meaning indicated in the Terms.

1. The amounts set forth above in the Recruitment Product table for the Services are minimum location counts for such Services. Customer may in its discretion order Services above the stated location count minimums and will be billed for Services provided each month.

2. The term for the Recruitment Product will automatically renew for additional Subscription Term Length identical to the initial selected term, with the Monthly Subscription Amount selected upon checkout, on a 30-days rolling basis each month, unless Customer notifies Landed in writing by emailing hi@gotlanded.com of the decision not to renew at least thirty (30) days prior to the commencement of each renewal term. Customer may choose to cancel Subscription any time during Subscription Term Length by emailing support@gotlanded.com. Upon cancellation, Customer will be charged a lump sum amount equating to the remainder of Customer’s agreement obligation through the end of the Subscription Term Period.

3. If Customer’s use of the Services exceeds the location count selected upon sign-up or otherwise requires the payment of additional fees, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.

4. If Customer believes that Landed has billed Customer incorrectly, Customer must contact Landed no later than 15 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Landed’s Customer Support department at support@gotlanded.com.

5. Any increase in Service usage established between the parties may result in a new rate being charged at the next billing period, together with pro-rated amounts payable for the then-current Services term during which the upgrade was requested being billed immediately and payable in accordance with the terms above. There will be no prorating for downgrades in between billing periods. Any requested downgrade in Services may cause the loss of features of Customer’s account. Landed does not accept any liability for such a loss.

6. Customer acknowledges and agrees that any upgrade, expansion, or increase in Service usage made during the then-current term is binding for the remainder of that term and may not be reversed, reduced, or downgraded until the start of the next renewal term.

7. Customer will be responsible for and agrees to pay all sales, use, value-added, excise and other taxes, if any, relating to the Agreement. Customer’s order will be taxed using the applicable tax rate for Customer’s billing address in effect at the time of invoicing and will be calculated based on the net price. If Customer is tax-exempt, please send any and all tax exemption certificates to the Sales Executive who executed this Agreement. Non-payment of applicable taxes invoiced may result in cancellation of Customer’s Services.

8. Notwithstanding anything to the contrary contained herein or in the Terms, in the event that Customer is paying Landed by credit card and the credit card is declined for any reason, Landed may terminate the Services being provided hereunder. Furthermore, if Customer does not provide an alternative means of payment for the Fees described herein that is acceptable to Landed within seven (7) days after receipt of notice from Landed, the full remaining contract value shall become due and payable to Landed.

9. In addition to any other remedies it may have, either party may also terminate the Agreement upon thirty (30) business days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of the Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

10. Each Party reserves any and all right, title and interest (including any intellectual property rights) that it may have in or to any Confidential Information that it may disclose to the other party under the Agreement. The recipient will protect Confidential Information of the discloser against any unauthorized use or disclosure to the same extent that the recipient protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information. The recipient will use any Confidential Information of the discloser solely for the purposes for which it is provided by the discloser. This Section 10 will not be interpreted or construed to prohibit any use or disclosure of information: (a) that was known to recipient prior to receiving the same from the discloser in connection with the Agreement; (b) that is independently developed by the recipient; (c) that is acquired by the recipient from another source without restriction as to use or disclosure; (d) that is necessary or appropriate in connection with the recipient’s performance of its obligations or exercise of its rights under the Agreement; (e) that is required by applicable law (e.g., pursuant to applicable securities laws or legal process), provided that the recipient uses reasonable efforts to give the discloser reasonable advance notice thereof (e.g., so as to afford the discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure); or (f) that is made with the written consent of the discloser. In the event of any breach or threatened breach by the recipient of its obligations under this paragraph, the discloser will be entitled to injunctive and other equitable relief to enforce such obligations.

Upon expiration of the Service term or termination of the Agreement for any reason, the recipient will, upon request of the discloser, return to the discloser, or destroy (with written certification of the same), all copies of the discloser’s Confidential Information, except for archival and back-up copies on back-up tapes and if, and to the extent, the receiving party is required to retain such material under applicable laws or regulations.

As used herein, “Confidential Information” means any information that is proprietary or confidential to the discloser or that the discloser is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business or other nature, including, but not limited to, information which relates to the discloser’s technology, research, development, products, services, pricing of products and services, employees, contractors, marketing plans, finances, contracts, legal affairs, business affairs, or intellectual property rights. Notwithstanding the foregoing, Landed reserves the right to: (i) process Customer’s data in order to create de-identified or aggregated Customer data (“Aggregated Data”); (ii) copy, use, modify, distribute, display, disclose, and otherwise process Aggregated Data in connection with its business services and offerings; (iii) copy, modify and use Customer data solely for internal operations and functions, including, but not limited to, operational analytics, machine learning, improvement of the Services (including training machine learning algorithms to better perform the Services), reporting, internal financial reporting and analysis, audit functions and archival purposes; and (iv) store Customer Data in the United States and other countries. Aggregated Data will be the sole property of Landed and not considered Customer Confidential Information.

11. Customer grants Landed the right to use its name, logo, and a description of its use case to refer to it on Landed’s website, earnings release and calls, marketing or promotional materials, subject to Customer’s standard trademark usage guidelines that Customer provides to Landed from time-to-time. Customer may opt out of the foregoing right upon 30 days’ written notice to Landed. Customer may voluntarily consult with Landed and work in good faith to agree on quotes and statements about Customer’s experience with the Services. If Customer volunteers such quotes or statements, Landed may, at its option, use such quotes and statements in connection with its sales and marketing activities.

12. Customer understands that although Landed may independently verify user data for its own purposes, Landed does not guarantee the accuracy of such information that may be shared through the services, nor does Landed inquire into the backgrounds of its users (including candidates). If a background check is required before hiring or engaging with a candidate, customer agrees that the customer is solely responsible to conduct any background checks, reference checks, or other due diligence that customer may require before engaging a candidate.