BetterCandidates

Service Terms

Last updated: November 11, 2026

These Service Terms (these "Service Terms") govern the purchase and use of BetterCandidates services by businesses and other organizations. They are entered into between PMR Digital, LLC, a Texas limited liability company doing business as BetterCandidates ("BetterCandidates," "we," "us," or "our"), and the organization identified in an Order Form or that otherwise accepts these Service Terms ("Customer" or "you").

These Service Terms are incorporated into each Order Form. Customer accepts them by signing an Order Form that references them, by accepting them online, by paying any invoice, or by using the Services. The individual accepting on Customer's behalf represents that they have authority to bind Customer. If they do not have that authority, or Customer does not agree, Customer may not use the Services.

Section 14 limits our liability, Section 13 contains Customer's indemnification obligations, and Section 20 contains a waiver of jury trial and class actions. Please read them carefully.

1. Definitions

2. The Services

2.1 Access. Subject to the Agreement and payment of all fees, BetterCandidates grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform, and to permit its Users to do so, solely for Customer's internal recruiting and hiring purposes and within the scope and limits of the Order Form.

2.2 Professional Services. BetterCandidates will perform the Professional Services described in an Order Form in a professional and workmanlike manner. BetterCandidates determines the means and methods of its work. Professional Services may include drafting candidate-facing content (such as a company summary, job page, or message templates) from Customer's website and other materials. Customer must review and approve all candidate-facing content before it is used. Customer's approval, or its use of content in the Services, constitutes Customer's adoption of that content as its own, and Customer is solely responsible for its accuracy and legality. Professional Services are not legal, employment, tax, or compliance advice.

2.3 Changes to the Services. BetterCandidates may update, modify, or replace any part of the Services, including its Third-Party Service providers, at any time. We will not materially reduce the core functionality of the Platform purchased by Customer during the then-current Subscription Term, except where required by law, a Third-Party Service, a carrier, or security considerations.

2.4 Subcontractors and Affiliates. BetterCandidates may use Affiliates, subcontractors, and service providers to perform the Services, and remains responsible for their performance of its obligations under the Agreement.

2.5 Trials and beta features. Any free trial, pilot, proof of concept, or feature labeled beta, preview, or similar is provided "AS IS," without any warranty, indemnity, support, or service commitment, may be discontinued at any time, and BetterCandidates' total liability for it is limited to US $100. Customer Data in a trial may be deleted at the end of the trial.

2.6 Customer dependencies. Our performance depends on Customer's timely cooperation, including providing access, information, approvals, calendar connections, recruiter availability, and the business information needed for carrier and messaging registration. BetterCandidates is not responsible for any delay or failure caused by Customer, its Users, or Third-Party Services, and any timelines will be extended accordingly.

3. Customer responsibilities

3.1 Accounts and Users. Customer is responsible for all activity under its accounts and for the acts and omissions of its Users as if they were Customer's own. Customer must keep credentials and personal links confidential, ensure Users comply with the Agreement, and notify us promptly of any unauthorized access or use.

3.2 Customer Data. Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data, for the means by which Customer acquired it, and for Customer's right to provide it to BetterCandidates for processing under the Agreement. Customer represents and warrants that it has, and will maintain, all rights, licenses, notices, and consents necessary for BetterCandidates to process Customer Data as contemplated by the Agreement.

3.3 Prohibited data. Customer will not submit, and will not configure the Services to collect, any of the following unless BetterCandidates has expressly agreed in writing: Social Security or other government identification numbers; financial account or payment card numbers; protected health information as defined by HIPAA or other health or medical information; biometric identifiers; genetic data; information about criminal history; consumer reports; or information about a Candidate's race, ethnicity, religion, sex life, sexual orientation, citizenship or immigration status, disability, or other characteristics protected by law. BetterCandidates is not a "business associate" under HIPAA, and Customer will not use the Services to create, receive, maintain, or transmit protected health information.

3.4 Equipment and connections. Customer is responsible for its own systems, networks, email accounts, calendars, and internet access, and for forwarding applicant notifications and maintaining any connection or forwarding rule the Services rely on.

4. Hiring decisions and employment law

4.1 Customer is the employer and decision-maker. Customer, not BetterCandidates, is solely responsible for its recruiting and hiring practices and for every employment decision, including which positions to post, the qualifications and screening criteria to use, which Candidates to contact, interview, advance, reject, or hire, and the terms of any offer. BetterCandidates does not make, recommend, or have authority over employment decisions and is not an employer, joint employer, staffing firm, employment agency, or recruiter of record for Customer or any Candidate.

4.2 Screening criteria. Screening questions, knockout criteria, scoring or flagging rules, scheduling rules, and interview settings are selected, configured, or approved by Customer, including when BetterCandidates suggests or drafts them. Customer is solely responsible for ensuring that they are job-related, consistent with business necessity, and lawful, and that a qualified person at Customer reviews any Candidate flagged or filtered by Customer's criteria before taking adverse action. Customer will not configure the Services to make any employment decision without meaningful human review.

4.3 Compliance with employment laws. Customer will comply with all Applicable Law relating to recruiting, screening, interviewing, and hiring, including, as applicable: Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act (including providing reasonable accommodations and alternative ways to apply, screen, and schedule); the Age Discrimination in Employment Act; the Equal Pay Act; the Immigration Reform and Control Act; the Fair Credit Reporting Act and state and local background check and "ban-the-box" or fair chance laws; pay transparency and salary history laws; Chapter 21 of the Texas Labor Code and other state and local anti-discrimination laws; and laws governing automated or AI-assisted employment tools, such as New York City Local Law 144 of 2021, the Illinois Human Rights Act and Artificial Intelligence Video Interview Act, California regulations on automated-decision systems in employment, and the Colorado Artificial Intelligence Act, including any bias audit, notice, disclosure, opt-out, accommodation, or recordkeeping obligations. Customer is responsible for determining whether any such law applies to its use of the Services.

4.4 No consumer reports. Customer will not use the Services, or any information obtained through them, as a consumer report or as a factor in establishing a Candidate's eligibility for employment within the meaning of the Fair Credit Reporting Act, except for information the Candidate provided directly to Customer. BetterCandidates is not a consumer reporting agency.

4.5 No guarantee of results. BetterCandidates does not guarantee any number or quality of applicants, response rates, screening outcomes, booked interviews, show rates, hires, retention, cost savings, or other results. Any estimate, benchmark, or example we provide is illustrative only.

5. Automated features and AI

5.1 How the Services use automation. The Services use automation, including software provided by third-party AI model providers, to perform tasks such as reading and extracting Candidate details from applicant notification emails, drafting candidate-facing content for Customer's review, sending messages, and operating a scheduling assistant on candidate pages. Unless an Order Form says otherwise, the Services do not use AI to score, rank, or recommend Candidates; screening outcomes follow the rules Customer configures.

5.2 Outputs. Automated outputs may be inaccurate, incomplete, or inappropriate. Customer is responsible for reviewing outputs before relying on them and for reporting errors to us. BetterCandidates does not warrant the accuracy of any output, including data extracted from forwarded emails.

5.3 The scheduling assistant and disclosure. The candidate experience may present a scheduling assistant under a persona name (such as "Sarah") and photograph. Customer may choose whether candidate pages display a label identifying the assistant as automated. Our Terms of Use disclose to Candidates that the assistant and messages are automated. Customer is solely responsible for determining whether any additional disclosure is required by Applicable Law in the jurisdictions where it recruits, and for enabling the label or otherwise providing that disclosure where required. BetterCandidates may require a disclosure where it reasonably believes Applicable Law requires one.

5.4 Model training. BetterCandidates will not use Candidate Personal Data to train or fine-tune any generally available AI model, and will not permit its AI model providers to do so, except as allowed by Section 11.3.

6. Messaging program

6.1 Customer is the sender. Text messages and emails sent to Candidates through the Services are sent on Customer's behalf, in Customer's name, about Customer's job opportunities. As between the parties, Customer is the sender, initiator, and "originator" of those messages for purposes of Applicable Law, and BetterCandidates acts as Customer's service provider in transmitting them.

6.2 Consent and lawful basis. Customer represents, warrants, and covenants that, before any message is sent to a Candidate through the Services, Customer (or its job boards and applicant sources acting for Customer) has obtained and documented all consents and provided all notices required by Applicable Law for BetterCandidates to send that message on Customer's behalf, including under the Telephone Consumer Protection Act (47 U.S.C. § 227) and FCC rules, the CAN-SPAM Act, state telemarketing and messaging laws (such as Chapters 302, 304, and 305 of the Texas Business and Commerce Code, the Florida Telephone Solicitation Act, and similar laws), and carrier and CTIA requirements. Customer will promptly notify us if any Candidate's consent is revoked through a channel other than the Services. Customer acknowledges that BetterCandidates relies on these warranties and does not independently verify consent.

6.3 Content limits. Messages sent through the Services must relate solely to Customer's recruitment and hiring of the recipient. Customer will not use the Services to send marketing, advertising, promotional, political, or fundraising messages, or any content relating to sex, hate, alcohol, firearms, tobacco, cannabis, gambling, high-risk financial services, or debt collection, or that otherwise violates carrier policies.

6.4 Opt-outs and quiet hours. The Services honor STOP and similar opt-out keywords and suppress bounced and complaining email addresses. Customer will not attempt to message a Candidate who has opted out, and will not ask us to override an opt-out. The Services apply default quiet hours to texts and reminders; Customer is responsible for configuring time zones and quiet hours that comply with Applicable Law in each recipient's location.

6.5 Registration and verification. Text messaging requires carrier registration, including toll-free number verification, which requires Customer's legal name, address, EIN, website, contact details, use case, sample messages, and opt-in information. Customer authorizes BetterCandidates to submit that information to carriers, messaging providers, and registries, represents that it is accurate, and will promptly provide updates. Customer acknowledges that carriers and providers may approve, reject, delay, throttle, filter, block, or revoke registrations, numbers, or messages at their discretion, and that Customer's messaging will not go live until verification is complete. BetterCandidates is not responsible for any carrier or provider decision.

6.6 Phone numbers and sending domains. Phone numbers, sending domains, and email addresses provisioned through the Services are provisioned under BetterCandidates' accounts and are licensed to Customer only for use with the Services during the Subscription Term. Emails are sent from BetterCandidates domains using Customer's name as the display name, and Customer authorizes that use of its name. BetterCandidates may, on request after termination and subject to provider rules and a reasonable fee, assist in porting a number Customer has paid for.

6.7 Delivery. BetterCandidates does not guarantee that any message will be delivered, delivered on time, or delivered to a primary inbox, and is not responsible for filtering, blocking, or delay by carriers, mailbox providers, or recipients' devices.

6.8 Messaging suspension. BetterCandidates may immediately suspend or limit messaging for Customer if it receives complaints, a carrier or provider warning or audit, unusual opt-out, bounce, or spam-complaint rates, or a demand or claim relating to Customer's messages, or if it reasonably believes Customer is in breach of this Section 6.

7. Acceptable use

Customer will not, and will not permit any User or third party to:

  1. sell, resell, sublicense, lease, or provide the Services to third parties, or use them as a service bureau or to recruit for anyone other than Customer and its Affiliates named in an Order Form;
  2. copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Services, or attempt to discover their source code, models, prompts, or underlying structure;
  3. access the Services to build a competing product or service, or for benchmarking or competitive analysis, or allow access by a competitor of BetterCandidates;
  4. use the Services in violation of Applicable Law or the rights of any person, or to discriminate against any Candidate on any basis prohibited by law;
  5. use the Services to send unsolicited messages, or messages to anyone other than Candidates who applied to Customer;
  6. upload or transmit malicious code, or interfere with, disrupt, overload, probe, scan, or penetration-test the Services or any related system;
  7. circumvent any usage limit, security measure, or access control, or access any data not intended for Customer;
  8. post fake, misleading, or non-existent jobs, or collect Candidate information for any purpose other than genuine recruitment for Customer;
  9. use the Services in violation of the terms of any job board or Third-Party Service, including any job board's rules on contacting applicants; or
  10. remove or obscure any proprietary notice in the Services.

8. Third-Party Services

The Services interoperate with Third-Party Services. Customer's use of any Third-Party Service is governed solely by the terms between Customer and its provider, and Customer is responsible for complying with those terms, including job board terms governing how applicants may be contacted. Customer authorizes BetterCandidates to access, receive, and transmit Customer Data to and from Third-Party Services that Customer connects or directs us to use. BetterCandidates does not control, warrant, or support Third-Party Services and is not responsible for their availability, accuracy, security, acts, or omissions, or for any change to or discontinuation of an integration. No refund or credit is due because a Third-Party Service changes or becomes unavailable.

9. Fees and payment

9.1 Fees. Customer will pay all fees stated in each Order Form. Unless the Order Form states otherwise, subscription fees are billed in advance for each billing period, setup and other one-time fees are billed upon signature, and usage-based fees (such as message volume above included amounts, phone numbers, or bookings) are billed in arrears. All fees are non-cancelable and non-refundable, except as expressly stated in Sections 10.4, 11.5(5), 13.1, and 15.2.

9.2 Payment. If Customer pays by card or other automatic payment method, Customer authorizes BetterCandidates and its payment processor to charge all fees when due, including on renewal, without further authorization. Invoiced fees are due within 15 days of the invoice date. Customer will keep payment information current.

9.3 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. Customer will reimburse BetterCandidates' reasonable costs of collection, including attorneys' fees. If any amount is more than 10 days overdue, BetterCandidates may, in addition to its other remedies, suspend the Services until all overdue amounts are paid. Suspension does not relieve Customer of its payment obligations.

9.4 Disputes and chargebacks. Customer must notify BetterCandidates in writing of any good-faith dispute about a charge within 15 days after the invoice or charge date, or the charge is deemed accepted. Customer will pay undisputed amounts when due. Customer will not initiate a chargeback for any fee that it has not first disputed under this Section.

9.5 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes and duties (including Texas sales and use tax on data processing services), other than taxes on BetterCandidates' net income. If BetterCandidates is required to collect any tax, it will be invoiced to Customer unless Customer provides a valid exemption certificate.

9.6 Price changes. BetterCandidates may increase fees for any renewal term by notifying Customer at least 30 days before the renewal. Usage-based rates that pass through carrier, registration, or provider charges may change on 30 days' notice when those underlying charges change.

9.7 No setoff; no contingency. Customer will pay all fees without setoff or deduction. Customer's purchase is not contingent on any future functionality or on any oral or written statement not in the Agreement.

10. Term and termination

10.1 Term. The Agreement begins on the earlier of Customer's acceptance of these Service Terms or first use of the Services, and continues until all Subscription Terms have expired or been terminated.

10.2 Automatic renewal. Unless an Order Form says otherwise, each Subscription Term automatically renews for successive periods equal to the expiring term (or one year, if shorter), unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. Month-to-month subscriptions renew monthly until canceled, and cancellation takes effect at the end of the then-current month.

10.3 Termination for cause. Either party may terminate the Agreement on written notice if the other party (a) materially breaches the Agreement and fails to cure the breach within 30 days after receiving written notice describing it, or (b) becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or becomes subject to any bankruptcy proceeding not dismissed within 60 days. BetterCandidates may terminate the Agreement or any Order Form immediately on notice if Customer breaches Section 4, 6, or 7, fails to pay any amount within 30 days after it is due, or if continuing to provide the Services would, in BetterCandidates' reasonable judgment, violate Applicable Law or expose BetterCandidates to material legal risk.

10.4 Termination for convenience by BetterCandidates. BetterCandidates may terminate the Agreement for convenience on 30 days' written notice, in which case it will refund any prepaid fees for the unused portion of the terminated Subscription Term.

10.5 Effect of termination. On expiration or termination: (a) all rights granted to Customer end and Customer will stop using the Services; (b) all unpaid fees for the remainder of the Subscription Term become immediately due, except where Customer terminated under Section 10.3 or BetterCandidates terminated under Section 10.4; (c) BetterCandidates will stop sending messages on Customer's behalf; and (d) each party will return or destroy the other's Confidential Information, subject to Section 11.6.

10.6 Survival. Sections 1, 3.2, 4, 5.2, 6.1, 6.2, 9 (as to amounts owed), 10.5, 10.6, and 11 through 21 survive expiration or termination of the Agreement.

11. Ownership, data, and data protection

11.1 BetterCandidates property. BetterCandidates and its licensors own all right, title, and interest in and to the Services, Usage Data, Aggregated Data, and all software, templates, workflows, designs, screening libraries, documentation, and other materials and work product created by or for BetterCandidates (other than Customer Materials), together with all improvements and derivative works and all related intellectual property rights. No rights are granted to Customer except as expressly stated in the Agreement. Professional Services deliverables are not "works made for hire," and Customer receives only the right to use them as part of the Services during the Subscription Term.

11.2 Customer Data. As between the parties, Customer owns Customer Data. Customer grants BetterCandidates and its service providers a worldwide, non-exclusive, royalty-free license during the Subscription Term (and afterward as provided in Section 11.6) to host, copy, transmit, display, adapt, and otherwise process Customer Data and Customer Materials as necessary to provide, secure, support, and improve the Services, to prevent fraud and abuse, to comply with law, and as otherwise permitted by the Agreement. Customer grants BetterCandidates the right to display Customer's name, logo, and brand elements on candidate pages, job pages, and messages.

11.3 Usage Data and Aggregated Data. BetterCandidates may collect and use technical, operational, and usage information about the Services, such as performance, delivery, and configuration information ("Usage Data"). BetterCandidates may also create data derived from Customer Data that is de-identified and aggregated so that it does not identify Customer, any Candidate, or any individual ("Aggregated Data"), and may use Usage Data and Aggregated Data for any lawful purpose, including to operate, analyze, and improve its products and services, to develop benchmarks, and to publish statistics. BetterCandidates will maintain Aggregated Data in de-identified form, will publicly commit not to attempt to re-identify it, and will contractually require any recipient to do the same.

11.4 Feedback. Customer grants BetterCandidates a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to use and exploit any feedback, suggestions, or ideas provided by Customer or its Users, without obligation.

11.5 Data processing terms. To the extent BetterCandidates processes Personal Data contained in Customer Data ("Customer Personal Data") on Customer's behalf:

  1. Roles. Customer is the controller (or "business") and BetterCandidates is the processor (or "service provider" or "contractor") under Applicable Law, including the Texas Data Privacy and Security Act, the California Consumer Privacy Act as amended (the "CCPA"), and similar state laws. Customer is responsible for determining the purposes and lawful basis of processing and for providing all notices to Candidates, including any notice at collection.
  2. Instructions. BetterCandidates will process Customer Personal Data only to provide the Services, on Customer's documented instructions (the Agreement and Customer's configuration of the Services are Customer's complete instructions), and as required by law. BetterCandidates will notify Customer if it believes an instruction violates Applicable Law, or if it can no longer meet its obligations under applicable privacy law.
  3. CCPA terms. BetterCandidates will not (a) sell or share Customer Personal Data, as those terms are defined in the CCPA; (b) retain, use, or disclose it for any purpose other than the business purposes specified in the Agreement, or outside the direct business relationship between the parties; or (c) combine it with Personal Data that BetterCandidates receives from or on behalf of another person or collects from its own interactions with individuals, except as permitted by the CCPA. Customer may take reasonable and appropriate steps to stop and remediate unauthorized use of Customer Personal Data. BetterCandidates certifies that it understands and will comply with these restrictions.
  4. Confidentiality of personnel. BetterCandidates will ensure that each person who processes Customer Personal Data is subject to a duty of confidentiality.
  5. Subprocessors. Customer authorizes BetterCandidates to engage subprocessors, including providers of hosting and database, email delivery, text messaging, scheduling and calendar, AI model, analytics, and support services. BetterCandidates will impose data protection obligations on each subprocessor that are at least as protective as those in this Section, will remain responsible for its subprocessors, and will make a current list available on request. BetterCandidates will give notice of new subprocessors (which may be by email or within the Services). Customer may object on reasonable data protection grounds within 15 days of notice, and if the parties cannot resolve the objection, Customer's sole remedy is to terminate the affected Services without penalty and receive a refund of prepaid fees for the unused portion.
  6. Security. BetterCandidates will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the Customer Personal Data, designed to protect it against unauthorized access, use, disclosure, alteration, and destruction, including encryption in transit, access controls, logical separation of customers' data, and logging.
  7. Security incidents. BetterCandidates will notify Customer without undue delay after confirming a breach of security leading to the unauthorized acquisition of, or access to, Customer Personal Data in its or its subprocessors' systems, and will provide information reasonably available to it that Customer needs to meet its own notification obligations. Customer is responsible for notifying Candidates and regulators except where BetterCandidates is required by law to do so. Notice is not an acknowledgment of fault.
  8. Assistance. Taking into account the nature of the processing, BetterCandidates will provide reasonable assistance to Customer in responding to requests from individuals to exercise their privacy rights and in completing any data protection assessment Customer is required to conduct. If BetterCandidates receives such a request directly, it will direct the individual to Customer or forward the request to Customer, except that BetterCandidates may itself honor messaging opt-out requests.
  9. Audits. On written request no more than once per year, BetterCandidates will make available information reasonably necessary to demonstrate its compliance with this Section 11.5, such as written responses to a reasonable security questionnaire or summaries of third-party assessments, which are BetterCandidates' Confidential Information. Any further assessment requires mutual agreement on scope, timing, and cost, and will be at Customer's expense.
  10. Location. BetterCandidates and its subprocessors process data primarily in the United States. Customer will not submit Personal Data of individuals located outside the United States without BetterCandidates' prior written agreement.

11.6 Retention and deletion. During the Subscription Term, Customer may export Candidate records through the Services or request an export. For 30 days after expiration or termination, BetterCandidates will, on Customer's written request, make Customer Data available for export in a commonly used format. After that period, BetterCandidates will delete Customer Data from its active systems within 90 days, except that BetterCandidates may retain (a) copies in backups until they are overwritten in the ordinary course; (b) messaging opt-out and email suppression records, which BetterCandidates may retain indefinitely to honor them; (c) records of consent, messages sent, and delivery status, which BetterCandidates may retain for up to five years to establish compliance and defend claims; (d) for each application, the screening questions and version used, the Candidate's answers, the outcome, and the record of the Candidate's acceptance of the Terms of Use ("Screening Records"), which BetterCandidates will retain on Customer's behalf for four years after the application date to support Customer's applicant recordkeeping obligations (including under California law) and then delete, with Candidate contact details and resumes removed from them when the rest of the Customer Data is deleted; and (e) data it is required by law to retain. Customer instructs BetterCandidates to retain Screening Records as described in this Section, and remains responsible for determining whether a longer period applies to it (for example, because of a pending charge or lawsuit), in which case Customer must export the records before deletion. Erasure of a Candidate at Customer's or the Candidate's request removes the Candidate's contact details and resume but not the Screening Records. Retained data remains subject to Sections 11.5 and 12.

12. Confidentiality

12.1 Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or that a reasonable person would understand to be confidential, including the terms and pricing of the Agreement, business plans, product information, security information, and Customer Data. Confidential Information does not include information that the Recipient can show (a) is or becomes public through no fault of the Recipient; (b) was rightfully known to the Recipient without restriction before receipt; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Discloser's Confidential Information.

12.2 Obligations. The Recipient will use the Discloser's Confidential Information only to perform its obligations or exercise its rights under the Agreement, will protect it using at least reasonable care, and will disclose it only to its and its Affiliates' employees, contractors, advisors, service providers, and actual or prospective investors, lenders, or acquirers who need to know it and are bound by confidentiality obligations at least as protective as these. The Recipient may disclose Confidential Information to the extent required by law or legal process, after giving the Discloser prompt notice where legally permitted and reasonable cooperation, at the Discloser's expense, in seeking a protective order. These obligations last during the Agreement and for three years after it ends, and for trade secrets and Customer Personal Data, for as long as they remain protected by law. Each party may seek injunctive relief to prevent a breach of this Section without posting a bond.

13. Indemnification

13.1 By BetterCandidates. BetterCandidates will defend Customer against any claim brought by a third party alleging that the Platform, as provided by BetterCandidates and used by Customer in accordance with the Agreement, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay damages and costs finally awarded against Customer or agreed in a settlement approved by BetterCandidates in writing. BetterCandidates has no obligation for any claim arising from (a) Customer Data or Customer Materials; (b) Third-Party Services; (c) any modification not made by BetterCandidates; (d) combination of the Services with anything not provided by BetterCandidates; (e) use not in accordance with the Agreement or after BetterCandidates notified Customer to stop; or (f) trials or beta features. If the Platform is, or BetterCandidates believes it may be, subject to such a claim, BetterCandidates may, at its option, procure the right for Customer to continue using it, modify or replace it so it is non-infringing, or terminate the affected Services and refund prepaid fees for the unused portion of the Subscription Term. This Section 13.1 states BetterCandidates' entire liability and Customer's exclusive remedy for any claim of infringement or misappropriation.

13.2 By Customer. Customer will defend, indemnify, and hold harmless BetterCandidates, its Affiliates, and their respective members, managers, officers, employees, contractors, and agents from and against any and all claims, demands, suits, investigations, and proceedings by third parties (including Candidates, classes of Candidates, job boards, carriers, and government authorities), and all resulting losses, damages, judgments, settlements, fines, penalties, statutory damages, costs, and expenses (including reasonable attorneys' fees and expert costs), arising out of or relating to: (a) Customer Data or Customer Materials, including any allegation that they infringe or violate any person's rights or were collected or provided unlawfully; (b) any message sent through the Services on Customer's behalf, including any claim under the Telephone Consumer Protection Act, the CAN-SPAM Act, or any state messaging, telemarketing, or anti-spam law, except to the extent caused by BetterCandidates' failure to honor an opt-out received through the Services; (c) Customer's recruiting or hiring practices or any employment decision, including any claim of discrimination, disparate impact, failure to accommodate, or violation of any law described in Section 4; (d) Customer's breach of Sections 3, 4, 5.3, 6, or 7; (e) Customer's violation of Applicable Law or of the terms of any Third-Party Service; or (f) the acts or omissions of Customer's Users.

13.3 Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim (although delay excuses the indemnifying party only to the extent it is materially prejudiced), reasonable cooperation at the indemnifying party's expense, and sole control of the defense and settlement, except that the indemnifying party may not settle any claim in a way that imposes any obligation or admission on the indemnified party without its prior written consent. The indemnified party may participate with counsel of its choice at its own expense. If Customer fails to assume the defense of a claim within 15 days after notice, BetterCandidates may defend it at Customer's expense.

14. Limitation of liability

14.1 Exclusion of damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BETTERCANDIDATES OR ITS AFFILIATES, OR THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CANDIDATES, HIRES, OR GOODWILL, ANY LOSS OR CORRUPTION OF DATA, ANY BUSINESS INTERRUPTION, OR ANY COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF BETTERCANDIDATES AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICES, UNDER ANY THEORY, INCLUDING UNDER SECTION 13.1, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO BETTERCANDIDATES UNDER THE ORDER FORM GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

14.3 Exceptions. The exclusions and cap in Sections 14.1 and 14.2 do not limit Customer's obligations to pay fees, Customer's indemnification obligations under Section 13.2, Customer's liability for breach of Section 6 or 7 or for infringement or misappropriation of BetterCandidates' intellectual property rights, or either party's liability for fraud or for gross negligence or willful misconduct to the extent such liability cannot be limited under Applicable Law.

14.4 Basis of the bargain. The parties agree that the limitations in this Section 14 are an essential element of the bargain, reflected in the fees, and apply even if any limited remedy fails of its essential purpose.

15. Warranties and disclaimers

15.1 Mutual. Each party represents and warrants that it is duly organized and in good standing, has full power and authority to enter into the Agreement, and will comply with Applicable Law in performing it.

15.2 Limited warranty. BetterCandidates warrants that during the Subscription Term the Platform will perform materially in accordance with its published description, and that Professional Services will be performed in a professional and workmanlike manner. Customer must notify BetterCandidates in writing of any breach of this warranty within 30 days after the issue first arises (or, for Professional Services, within 30 days after performance). Customer's sole and exclusive remedy, and BetterCandidates' entire liability, for breach of this warranty is for BetterCandidates to use commercially reasonable efforts to correct the nonconformity or re-perform the Professional Services, and, if it cannot do so within a reasonable time, for either party to terminate the affected Services and for Customer to receive a refund of prepaid fees for the unused portion of the affected Subscription Term (or, for Professional Services, the fees paid for the nonconforming portion). This warranty does not apply to issues caused by Customer, Customer Data, Third-Party Services, carriers, or use not in accordance with the Agreement.

15.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 15, THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND BETTERCANDIDATES AND ITS LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BETTERCANDIDATES DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT MESSAGES WILL BE DELIVERED; THAT AUTOMATED OUTPUTS WILL BE ACCURATE; THAT USE OF THE SERVICES WILL SATISFY CUSTOMER'S LEGAL OBLIGATIONS; OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT. BETTERCANDIDATES IS NOT RESPONSIBLE FOR DELAYS, FAILURES, OR LOSSES CAUSED BY THIRD-PARTY SERVICES, CARRIERS, THE INTERNET, OR CUSTOMER'S SYSTEMS.

16. Suspension

In addition to its other rights, BetterCandidates may suspend all or part of the Services immediately, with notice where practicable, if it reasonably believes that (a) Customer's or any User's use poses a security risk to the Services or any third party, or may subject BetterCandidates, its providers, or others to liability; (b) Customer is in breach of Section 3, 4, 6, 7, or 9; (c) suspension is required by law, a court, a regulator, a carrier, or a Third-Party Service; or (d) there is an emergency affecting the Services. BetterCandidates will restore the Services once the cause has been resolved. BetterCandidates is not liable for any suspension made in good faith under the Agreement.

17. Publicity

Customer grants BetterCandidates the right to identify Customer as a customer, including by using its name and logo on BetterCandidates' website and in sales materials, unless Customer opts out by written notice. Any other public statement about the relationship requires Customer's prior approval.

18. Changes to these Service Terms

BetterCandidates may update these Service Terms by posting a revised version on its website and updating the "Last updated" date. Unless the change is required by law, a Third-Party Service, or a carrier, a revised version takes effect for Customer on the earlier of (a) the start of Customer's next renewal term or new Order Form, or (b) 30 days after BetterCandidates notifies Customer of the change by email or in the Services. Customer's continued use of the Services after a revision takes effect constitutes acceptance. Changes to the fees in an existing Order Form require Customer's agreement or the notice required by Section 9.6.

19. Notices

Notices to BetterCandidates must be sent to info@bettercandidates.co, and, for notices of breach, termination, or an indemnifiable claim, also by recognized overnight courier or certified mail to PMR Digital, LLC, 5900 Balcones Drive, STE 100, Austin, TX 78731, USA, Attn: Legal. Notices to Customer may be sent to the email address of Customer's account owner or billing contact or the address in the Order Form, and general service notices may be posted in the Services. Notices are effective on receipt, except that email notices are effective one business day after sending absent a bounce notice.

20. Governing law, venue, and dispute waivers

20.1 Governing law. The Agreement and all claims arising out of or relating to it or the Services are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

20.2 Venue. Each party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, for any action arising out of or relating to the Agreement, and waives any objection based on inconvenient forum. Either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, and BetterCandidates may bring an action to collect unpaid fees in any court of competent jurisdiction.

20.3 JURY TRIAL WAIVER. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES.

20.4 CLASS ACTION WAIVER. EACH PARTY AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

20.5 Time limit. To the fullest extent permitted by law, no action arising out of or relating to the Agreement may be brought by Customer more than one (1) year after the cause of action accrued.

20.6 Attorneys' fees. In any action to enforce the Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

21. General

21.1 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship, and neither party may bind the other.

21.2 Assignment. Customer may not assign or transfer the Agreement, by operation of law or otherwise, without BetterCandidates' prior written consent. BetterCandidates may assign the Agreement without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or of the business to which the Agreement relates. Any prohibited assignment is void. The Agreement binds and benefits the parties' permitted successors and assigns.

21.3 Force majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, failures of carriers, utilities, hosting, internet, or other Third-Party Services, and cyberattacks not caused by the affected party's failure to maintain reasonable security.

21.4 Entire agreement and order of precedence. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior and contemporaneous proposals, discussions, and agreements. If there is a conflict, the following order of precedence applies: (a) an Order Form, but only for the specific Services it covers and only if it expressly states that it overrides a section of these Service Terms; (b) these Service Terms; and (c) any other incorporated document. Any terms in a Customer purchase order, vendor registration form, supplier portal, or similar document are rejected and have no effect, even if signed or accepted by BetterCandidates.

21.5 Amendment and waiver. Except as provided in Section 18, the Agreement may be amended only in a writing signed or electronically accepted by both parties. No waiver is effective unless in writing, and no failure or delay in exercising a right is a waiver of it.

21.6 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement will remain in effect.

21.7 Export and sanctions. Each party will comply with U.S. export control and sanctions laws. Customer represents that it is not located in, or owned or controlled by persons in, a country subject to comprehensive U.S. sanctions, and is not on any U.S. government list of prohibited or restricted parties.

21.8 U.S. Government users. The Services are "commercial items" and "commercial computer software," and any government use is subject only to the rights granted in the Agreement.

21.9 No third-party beneficiaries. Except for persons entitled to indemnification under Section 13, there are no third-party beneficiaries of the Agreement, and no Candidate or User has any right to enforce it.

21.10 Electronic signatures and counterparts. The Agreement may be accepted electronically and executed in counterparts, each of which is an original, and all of which together are one agreement.

21.11 Interpretation. Headings are for convenience only. "Including" means "including without limitation." The Agreement will not be construed against either party as its drafter. The Agreement is in English, and any translation is for convenience only.

21.12 Cumulative remedies. Except where the Agreement states an exclusive remedy, all remedies are cumulative.

22. Contact

PMR Digital, LLC (BetterCandidates)
5900 Balcones Drive, STE 100
Austin, TX 78731, USA
Email: info@bettercandidates.co
Privacy questions: privacy@bettercandidates.co