Terms of Use

Last Updated: January 14, 2026

These Terms of Use ("Terms") shall take effect as of the date indicated above and shall govern Your use of the Site and Services of Ninjahire, Inc. ("Ninjahire", "we", "our" or "us") on and after the date, unless You entered into an agreement with Ninjahire which specified otherwise. "You" or "Your" refers to you as a Customer of the Site or Services.

BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, DO NOT USE THE SITE OR SERVICES.

Ninjahire's direct competitors are prohibited from accessing the Services, except with Ninjahire's prior written consent. Ninjahire's failure to enforce the prohibition does not waive its rights thereof.

PLEASE PRINT A COPY OF THESE TERMS FOR YOUR RECORDS AND PLEASE CHECK THE SITE FREQUENTLY FOR ANY CHANGES TO THESE TERMS.

1. Definitions

"Affiliate" means any entity that directly or indirectly owns or controls, is owned or controlled by, or is under the common ownership or control with the subject entity, where ownership or control is denoted by having more than fifty percent (50%) of the voting power or equivalent ownership interest of the subject entity ("Control"). If any of Your Affiliates use the Services under these Terms, then all the terms and conditions of these Terms that apply to You shall apply to such Affiliate and its activities hereunder. You will remain responsible for the acts and omissions of Your Affiliates in connection with each Affiliate's use of the Services during the Service Term of its/their orders, including, without limitation, breach of these Terms applicable to such Affiliate, even if such Control is no longer maintained. Any claim from any Affiliate that uses the Services under these Terms shall only be brought against us by You on behalf of such Affiliate. Notwithstanding the foregoing, an Affiliate may enter into their own separate agreement with Ninjahire and such Affiliate will be treated as an independent customer, whose agreement with Ninjahire will have no effect on the agreement between Ninjahire and You. We may refuse to provide the Services to any Affiliate that fails to pass, in our reasonable business judgment, a financial audit, business fitness verification, or a business background check.

"Agreement" means these Terms of Use and all materials and terms referred or linked to herein, to constitute an entire agreement between You and Ninjahire with respect to Your use of the Site and Services.

"Authorized Purposes" means the Customer will only use Ninjahire's Services for candidate relationship management, and upon subscribing, use certain features of the Services, to identify candidates for possible recruitment, make initial contact with such candidates, track candidate interactions, and collaborate on recruiting projects.

"Analytics Report" means on-demand report, including full funnel report, generated using aggregated data, that is provided to Customers for information, including, but not limited to, talent market insights, talent inflow and outflow insights, diversity analysis, and other data in the interest of Customer. Analytics Report containing Customer Data of a specific Customer will not be shared with Ninjahire's other customers.

"Candidate Profile" means a professional profile concerning a Passive Candidate. A Candidate Profile can come from Customer as a "Customer Candidate Profile", or from Ninjahire's Talent Database as a "Ninjahire Candidate Profile". Candidate Profiles are not considered profiles concerning Job Applicants.

"Confidential Information" means any business or technical information that the disclosing party discloses to the receiving party, in writing, orally, or by any other means, that should reasonably have been understood by the receiving party due to "confidential" and similar markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the disclosing party, including, without limitation, computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, pricing, commercial transactions, names and expertise of employees and consultants, and customer lists.

The information is not confidential if it:

Is or becomes generally known to the public without breach of any confidentiality obligation owed to the disclosing party
Was rightfully in receiving party's possession prior to the receipt of such information
Was received by receiving party in good faith from a third party not subject to confidentiality obligations
Is approved in writing by the disclosing party for disclosure
Was independently developed by the receiving party without referencing disclosing party's Confidential Information
Is the public identity or publicly identifiable information about a party which is required to be disclosed during a legal or collection proceeding or according to an order from a court, administrative agency or other governmental body

"Customer" means an individual acting in such an individual's own legal capacity, or an entity acting alone or with its affiliates, who ordered the Services by subscribing online or executing a Service Order with Ninjahire.

"Customer Data" means Customer content, data and information submitted to Ninjahire or the Services by Customer, Customer's agents, customers, suppliers, contractors or outsourcers. Customer, in its discretion, determines and controls the Customer Data, including, without limitation, the type, purpose and legal basis of data collected and provided to Ninjahire or the Services. Customer Data may contain Customer Personal Data as defined in the Ninjahire Data Processing Agreement. For clarity, Customer Data includes Customer Candidate Profiles and Job Applicant Profiles but excludes Usage Data.

"Customer Success Program" means the standard or customized support program created by Ninjahire for applicable Customers, with the goal to achieve Customer's business objectives, to provide ongoing product support, training, and adoption.

"DPA" means the Ninjahire Data Processing Agreement.

"Documentation" means any Service Order, manuals, documents, help center articles, and other supporting materials related to the Services that Ninjahire provides to Customer or that Customer can access under the Agreement.

"Job Applicant" means an individual who is actively applying for a Customer's specific job opening that is currently available and accepting applications. Later, if Customer makes available a similar or different job opening for which the individual is not actively applying to, the same individual will not be considered a Job Applicant, but a Customer's Passive Candidate.

"Job Applicant Profile" means a professional profile with respect to a Job Applicant.

"Ninjahire IP" means copyright rights and other intellectual property rights in the Site and Services, including all Ninjahire marks, content, data, databases, information, text, music, sound, photos, images, graphics, audio, video, software, code, technology, methods, analyses, studies, reports, and other intellectual property contained therein.

"Passive Candidate" means a candidate, contact or lead who is not actively applying to a specific job opening of Customer.

"Personal Data" and/or "Personal Information" means any information related to an identified or identifiable natural person and have the meanings provided by the applicable Data Protection Laws (as defined in the DPA).

"Prohibited Information" means financial information (or similar information regulated by GLBA or applicable legislation), health related information (genetic data, biometric data or similar information regulated by HIPAA or other applicable legislations), payment card information, social security numbers, passport numbers, driver license numbers, trade union membership, political opinions, religious beliefs, sex life, criminal information, background checks, and other obscene, vulgar, and defamatory information. Prohibited Information does not include voluntary self-identified or identifiable information contained in a Customer Candidate Profile or Job Applicant Profile such as gender, age, sexual orientation, race, or ethnicity.

"Rediscovery Data" means enrichment data collected by Customer pertaining to a Customer Candidate Profile from Ninjahire's Talent Database.

"Seat(s)" means the access granted to one (1) or more unique User(s) to use the Services for the Service Term. One Seat is for one unique User.

"Services" means the software-as-a-service, which consists of a collection of Subscription Service, applicable Customer Success Program, and additional services provided by Ninjahire to Customer.

"Service End Date" is the date when Your Services expire and Your access to the Subscription Service is terminated, unless otherwise agreed to by Ninjahire.

"Service Order" means the order form specifying the services Customer orders and the corresponding fees, incorporating all applicable terms of these Terms entered into by and between Ninjahire and Customer.

"Service Start Date" is the date when You subscribe to the Subscription Service on the Site or the date a Service Order is executed between You and Ninjahire, which determines the start date of Your Service Term for Ninjahire to provide Services to You.

"Service Term" means the period of the applicable Services You ordered, usually denoted by "Service Start Date" and "Service End Date" in an applicable Service Order.

"Site" means the Ninjahire website, ninjahire.co, and its affiliated websites, domains, subdomains, add-on domains, platforms, features, software, mobile applications or products.

"Statement of Work" means, if applicable, a document detailing the customized professional services such as email integration or Customer systems integration that Ninjahire will perform for the Customer.

"Subscription Service" means Ninjahire's web-based software platform, ordered by Customer by either subscribing through the Site or by executing a Service Order, provided to Customer as a subscription.

"Talent Database" means Ninjahire's Candidate Profile database in which the data pertaining to Candidate Profiles is contributed by Ninjahire's data suppliers.

"User" means an individual who is authorized by Customer to use the Services, for whom Customer has ordered Services, as specified in the Service Order, and who signs up for the Services using a Customer-supplied business email address. Users may be employees, contractors, or other representatives of Customer or its authorized Affiliate(s).

"Usage Data" means Ninjahire's technical logs, data, and information about Customer's use of the Services and third-party integrations with the Services, including, but not limited to, the number of reports run, the rates for email opening, clicking or replying, the frequency of User log-ins, location of User log-ins, and User behavioral data, such as the types of searches run and features heavily used, but excluding Customer Data.

2. Scope of Ninjahire's Agreement

2.1. Terms of Use

These Terms of Use are a legally binding contract between You and Ninjahire, which govern Your access and use of the Site as well as Subscription Services, owned or controlled by Ninjahire. You are responsible for Your User's compliance with the then-current version of the Terms of Use.

2.2. Privacy Policies

For information about how Ninjahire collects, uses, and shares User's information when You use the Site and Services, please review our Privacy Policy. Depending on Your location, please also review our EU Privacy Policy accordingly.

2.3. Service Level Agreement

The terms of Service Level Agreement ("SLA") describe the standard of our service availability, including uptime and downtime.

2.4. Data Processing Agreement

To the extent that Ninjahire and/or You process and share data with each other, You and Ninjahire agree to process such data in accordance with the Ninjahire Data Processing Agreement and its addendum as applicable, unless otherwise agreed to.

2.5. Service Specific Terms

Some of our Services have additional terms and conditions ("Service Specific Terms") posted and updated from time to time. By using any of those Services, You agree to the additional Service Specific Terms that are applicable to those Services.

2.6. Entire Agreement

The Terms of Use, the Privacy Policies, the SLA, the DPA, any applicable Service Specific Terms, Service Order, Statement of Work, any other legal notices published by us on the Site, and any separate agreement between You and Ninjahire are, collectively, constitute the entire agreement and understanding between You and Ninjahire with respect to the subject matter of this Agreement, and supersedes any and all prior understandings and agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. By accessing or using the Site and the Services You acknowledge and agree to the Agreement.

2.7. Order of Precedence

In the event of any inconsistency or conflict among the provisions of the following agreements, the inconsistency or conflict will be resolved by giving precedence in the following order:

Any Service Order entered into by and between You and Ninjahire, to include any specific terms.
Any applicable Service Specific Terms that You additionally agree to when You sign up for a particular Ninjahire service, function, or feature.
Any other agreement including the Privacy Policies, the SLA, the DPA, notices, addendum or amendment that is specifically revised and incorporated into or to supplement these Terms or a Master Services Agreement between You and Ninjahire.
A Master Services Agreement entered into by and between You and Ninjahire.
These Terms of Use.
Any Ninjahire Statement of Work.

Any terms and conditions in this Agreement shall prevail over any terms and conditions of a purchase order, an acknowledgment form, or other instrument issued by Customer and no additional, contradictory, modified or deleted terms established by such instrument are intended to have any effect on the terms of this Agreement, unless such instrument is signed by Ninjahire's Chief Executive or Financial Officer.

3. User Eligibility

A User is eligible to use the Site or Services if:

The User has reached the minimum age to use the Site or Services. "Minimum Age" means 16 years old. However, if any applicable law requires that a User must be older for Ninjahire to lawfully provide the User access to our Site or Services (including collecting User's Personal Data) without parental consent then the Minimum Age is such older age;
The User is not restricted by Ninjahire from receiving Services and/or barred under applicable laws;
The User will only make purchases on the Site for User's own or User's entity or organization's Authorized Purposes that do not violate these Terms or any applicable laws or regulations;
The User will create one non-shareable account only which must be created in the User's real name and using Customer's business email address; and
The User agrees to make all information provided to Ninjahire accurate, true, current and complete.

4. Services

4.1. Provisions of Services

Subject to Customer's material compliance with these Terms, Ninjahire will:

(a) Make the Services available to a Customer pursuant to these Terms, the applicable Service Order, Statement of Work and/or Documentation during the Service Term for Authorized Purposes, according to the restrictions and limitations under these Terms and the Service Specific Terms if applicable;
(b) Provide the Customer with standard support for applicable Services at no additional charge, and/or upgraded support if purchased;
(c) Use commercially reasonable efforts to make the online Subscription Services available 24 hours a day and 7 days a week, except for: (i) planned downtime (of which Ninjahire will give advance electronic notice), and (ii) unavailability of third-party services (i.e. an ATS integration issue); and
(d) Provide the Services in accordance with laws and regulations applicable to Ninjahire's provision of its Services to its customers generally without regard for Customer's particular use of the Services.

4.2. Professional Services

In the instance Customer's purchase includes professional services to be performed by Ninjahire, Customer may be required to sign a Statement of Work detailing the project specifications. The completion time for any professional services to be performed under a Statement of Work, and any milestones, will be dependent on Ninjahire's receipt of all Customer assets and specifications necessary for the project, in addition to Ninjahire receiving a validly signed Statement of Work for processing. Customer acknowledges that delays in providing assets or specifications at the request of Ninjahire for such professional services may delay the completion of the professional services and/or impact the experience with the Services. Ninjahire will not be faulted for delays caused by Customer's inactivity, unavailability, and failure to reasonably cooperate.

4.3. Beta and Free Services

From time to time, we may offer You to try our products or services that are not generally available to our customers. You may accept or decline any such beta or free services in Your sole discretion. Any such services will be clearly designated as beta, free of charge, limited release, developer preview, non-production, or by a description of similar import in writing or via a Service Order. Such services are provided for evaluation purposes, are not supported or subject to the SLA, may contain bugs or errors, and may be subject to additional terms. Your use of such services will be subject to the restrictions and limitations under these Terms and at your own risk.

SUCH SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO EXPRESS OR IMPLIED WARRANTY, LIABILITY AND INDEMNITY FROM NINJAHIRE, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN.

If the exclusion of liability is unenforceable under applicable law, Ninjahire's total liability to You shall not exceed the greater of $50 or the amount You paid for such services giving rise to the claim. We may discontinue such services at any time in our sole discretion and may never reinstate them. You can terminate your access to such services at any time. If payment is collected for beta services which are terminated early, You will be entitled to a pro-rated refund for the undelivered portion of the services provided that such payment was solely for these beta services.

4.4. Changes to Services

We reserve the right to change, restrict access to, suspend, or discontinue any non-material aspect of the Services at any time, including availability of any feature, database, content, or customer support. Ninjahire may also impose limits on certain features and services or restrict Your access to parts of the Services without notice.

5. Fees, Payments, and Taxes

5.1. Fees

Ninjahire will invoice and charge You upfront for using the Services. Notwithstanding any special terms and arrangements applicable to invoicing and payment, Your access to or use of the Services will be contingent upon Your payment of all fees in the corresponding Service Order for the purchased services of the entire Service Term ("Fees"). Unless specifically written otherwise, Fees are non-refundable.

For Services offered through online self-signup: You may be required to provide a valid credit/debit card to Ninjahire's third-party payment service in order to set up Your user account. Before charging You for a Renewal Service Term, Ninjahire's third-party payment service will send You a reminder and an invoice with details of service type and amount(s) to be charged.

For all other Services: You will pay the applicable Fees itemized in the Service Order provided by Ninjahire in accordance with the payment terms set forth therein, through a third-party payment service, ACH, Wire or Check as available.

5.2. Fee Obligations

Customer understands the Services are purchased and provided as software-as-a-service for the entire Service Term, disregarding the actual usage activities. In the absence of explicit or implicit usage of the Services, Customer remains liable for paying the Fees. Customer agrees that its fee obligations hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Ninjahire regarding future functionality or features.

Failure to make a payment under these Terms is considered a material breach and Ninjahire may in its sole discretion suspend or terminate Customer's access to the Services. Customer shall be responsible to pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process.

5.3. Fee Changes

Unless otherwise specifically agreed to by Ninjahire in writing, Ninjahire reserves the right to revise its Fees for a Renewal Service Term on a thirty (30) calendar day notice before the expiration of Your current Services. Such notice will be sent to You by email, posted on the Site, or any other means elected by Ninjahire in its sole discretion.

Your continued use of the Services after the thirty-calendar day notice period constitutes Your acceptance of the revised Fees. If You notify Ninjahire that You do not agree to the revised Fees before the effective date of such Fees, Your current Services will not be renewed upon its expiration.

5.4. Taxes

In addition to the amounts You paid for the Services, You remain solely responsible for any and all domestic or foreign transactional taxes, including but not limited to sales and use taxes, GST, value added taxes, withholdings, and other transactional charges such as duties, levies, customs, tariffs, imposts, and government assessments that may be applicable to Your purchase, plus any penalty or interest payable in connection with any failure to pay or any delay in paying any of the foregoing (collectively "Taxes"), regardless of whether or not they are listed in the applicable Ninjahire invoice or Service Order, and You agree that those Taxes (except for taxes based on Ninjahire's net income or gross receipts), if any, are not Ninjahire's responsibility.

If Ninjahire is required by applicable law to collect from You and remit such Taxes to the appropriate taxing authority, Ninjahire may separately state the Taxes on an invoice to You, as promptly as practicable. If You are exempt from Taxes, You will provide a proof of such exemption to Ninjahire prior to any payment of an invoice. Ninjahire will cooperate, to the extent reasonably requested by You and as permitted by applicable law, in minimizing any such Taxes.

5.5. Payment Services

Ninjahire uses third-party payment services to accept payment information and process payments on behalf of Ninjahire. Ninjahire does not store Your bank account and debit/credit card information. Each third-party payment service follows the Payment Card Industry Data Security Standard ("PCI DSS") and has procedures in place to ensure secure processing of customers' payments. However, Ninjahire does not warrant or guarantee that any services offered through the third-party payment service will meet Ninjahire customers' requirements or expectations, and Ninjahire is not responsible for any consequences arising out of Your use of the third-party payment services.

6. Intellectual Property

6.1. Affiliations with Brands and Marks

Ninjahire has no affiliation with or rights to any third-party brand or products on the Site unless specifically indicated otherwise. All third-party products, brands, and names are the registered trademarks of their original owners. The use of any third-party trade name or trademark may be for identification and reference purposes only and does not necessarily imply any endorsement to their products or brands.

6.2. Intellectual Property Rights

Except as otherwise indicated, all Ninjahire IP are owned by or licensed to Ninjahire, and protected by the intellectual property laws of the United States and other jurisdictions. You do not and will not have or acquire any ownership of these intellectual property rights to Ninjahire IP. You will not use Ninjahire IP without Ninjahire's authorization in writing.

6.3. License

You are not granted any license to any software as the service provided to You is in the form of an online subscription. The rights granted to a Customer related to the Subscription Service are non-exclusive, non-transferable, and non-sublicensable for a limited time period according to the Service Term. The Subscription Service is protected by intellectual property laws. It belongs to and is the property of us or our licensors (if any), and we retain all ownership rights to it.

You agree not to copy, rent, lease, sell, transfer, distribute, or create derivative works based on Ninjahire's Site or Subscription Service, in whole or in part, by any means, except as expressly authorized in writing by us.

If we make the Talent Database accessible to You as part of Your Services, then subject to the usage limits set forth, You are granted a limited, non-exclusive, non-transferrable, non-sublicensable, revocable, fully-paid, and royalty-free license to access, download, or export the Rediscovery Data or Ninjahire Candidate Profiles during the Service Term, in connection with Your use of the Services for Authorized Purposes.

7. Use of the Services

7.1. Account Registration

To use the Services, Customer's each User must complete the online account registration process by providing us with current, complete, and accurate information as prompted by the applicable registration form on the Site. Each User agrees to only register once for one non-shareable account.

Each User agrees to not:

User's registration constitutes their consent to receive email communications from Ninjahire, which may include customer support and marketing messages. Users may opt out from receiving email correspondence from Ninjahire except for notifications necessary to provide Services for Users' accounts.

7.2. Customer Data, Customer Candidate Profiles, and Job Applicant Profiles

To use the Services, You certify that You have obtained the right and appropriate authorization (such as utilizing consent or another legal basis if required by law) to submit Customer Data to the Services. You remain as the sole owner of all intellectual property rights in Your Customer Data and Ninjahire will process such Customer Data as a processor solely for the purpose of providing the Services to You.

Ninjahire will segregate Your Customer Data from other customers' and will not use Customer Candidate Profiles and Job Applicant Profiles to enrich Ninjahire's Talent Database.

You grant Ninjahire, its Affiliates and its third-party service providers a worldwide, non-exclusive, royalty-free, limited-term license to host, copy, display, transmit, access, use, and process Customer Data:

To ensure proper operation, provision and support of the Services for You, or
As compelled by law or as instructed by You in writing

Ninjahire will not use any Confidential Information or identifiable Personal Data from Customer Data to train Ninjahire's machine learning algorithms.

7.3. Security

Ninjahire maintains appropriate administrative, physical and technical safeguards ("Security Measures") as described in the DPA to protect the security, confidentiality and integrity of the information You post, store or transmit on the Site. However, You are solely responsible for managing and securing the login credentials of Your account.

You should notify us immediately of any known or suspected unauthorized use of Your Customer Data or any other online behaviors which post substantial risks of security breach. Ninjahire will not be responsible for any losses incurred as a direct or indirect result of Your sharing login credentials with others.

Ninjahire will be audited no less than annually at its expense by a third-party auditor to verify the adequacy of its Security Measures according to ISO 27001, SOC 2 Type 2 or other alternative, substantially equivalent standards in Ninjahire's discretion ("Security Standards"). This will be used to generate a confidential audit report ("Report"), which will be provided to Customer upon Customer's request.

After Customer's review of the Report, if Customer learns that Ninjahire is not in material compliance with the elected Security Standards and any discrepancy in the Report has not been mitigated within thirty (30) days of auditor's finding, such non-compliance will be deemed a material breach of this Agreement.

7.4. Analytics Report and Usage Data

By providing the Services and certain additional features of the Services, Ninjahire will generate and present Analytics Report and Usage Data to Customer, or use the information contained therein to improve Ninjahire's Services on an anonymous basis without identifying any specific customer. You understand and acknowledge that such Analytics Report or Usage Data is provided "as-is" upon Your request and You shall refrain from solely relying on them to make any critical business decisions or take any actions with legal significance.

7.5. Technology

You understand that Ninjahire acts only as a technology platform and interface to store and manage Customer Candidate Profiles and Job Applicant Profiles, and that Ninjahire does not itself evaluate the qualifications of Job Applicants or Passive Candidates, make decisions on Your behalf, or evaluate or control in any ongoing manner exchanges between You and Job Applicants or Passive Candidates, unless You specifically request Ninjahire to do so under Your instruction.

You shall use the Services in compliance with all applicable laws, including providing necessary notices to Job Applicants before using Ninjahire's Services if required by law. Ninjahire does not make representations or assume responsibility for the accuracy, completeness, and reliability of the information of the Job Applicant Profiles or Candidate Profiles, or the decisions You make about them.

You agree to use caution, common sense, and generally acceptable practices to engage with Job Applicants and Passive Candidates. Notwithstanding the foregoing, Ninjahire warrants that it will continuously ensure compliance with all applicable laws and generally accepted industrial standards governing its technology, and conduct any required auditing by independent third parties towards its technology and algorithms during the Service Term.

7.6. Interactions with the Site

Ninjahire has no responsibility, with respect to the acts, omissions, errors, representations, warranties, breaches or negligence by You or others other than Ninjahire, for any personal injuries, death, property damage, or other damages or expenses caused by Your interactions with the Site.

7.7. Errors, Inaccuracies and Omissions

Occasionally there may be information on the Site that contains typographical errors, inaccuracies or omissions. Ninjahire reserves the right, at any time without prior notice to You, to correct any errors, inaccuracies or omissions, or to update any outdated information on the Site.

In no event should Ninjahire undertake any obligation to update, amend or clarify information on the Site, except as required by law. Without specifications on the Site, no date listed on the Site should be taken to indicate that certain information on the Site has been modified or updated. You may make any notes about candidates, update information about candidates, and then share them with others within Your organization. Ninjahire will not take responsibility for the accuracy of the notes or the information You created in Your account.

8. Content of Third Parties

8.1. Third-Party Links

The Site and Services may contain links to third-party websites or services. You acknowledge and agree that Ninjahire is not responsible for:

The availability or accuracy of such websites or services, or
The content, products, or resources on or available from such websites or services

Unless specified otherwise by Ninjahire, links to such websites or services do not imply any association or business relationship between Ninjahire and those websites or services. You assume any risks arising out of or in connection with Your use of any such third-party websites or services. You agree to comply with the terms and conditions of the third-party websites or services if You choose to use them.

8.2. Third-Party Promotions

Some third parties may promote sweepstakes, competitions, promotions, and other similar opportunities through the Services. Unless specified by us, Ninjahire is not the sponsor or promoter of the third-party promotions and does not bear any responsibility for the actions or inactions of any third parties who organize, administer or are otherwise involved in any promotion of the third-party promotions. If You wish to participate in any of those third-party promotions, You are responsible for understanding the applicable rules and any eligibility requirements.

8.3. Third-Party Listings

We do not make any representation to and will not be liable for the quality of any third-party products, services, information, or other material obtained by You through the Site or Services. Any such undertaking, representation, warranty or guarantee will be furnished by the provider of such third-party products or services, under the terms agreed to by the provider.

9. Integrations

9.1. Integrations with Third-party Applications

You agree that Ninjahire owns all rights, title, and interest, including all copyright, U.S. patents, or other proprietary or intellectual property rights under any jurisdiction, and any moral rights therein, in and to the integrations that Ninjahire developed for a Customer to connect with a third-party application, such as ATS or candidate search platform.

You further understand and acknowledge that third-party applications are not Ninjahire products and that the integrations to these applications are being provided to You "as is" and "as available".

Ninjahire shall have no responsibility for:

Your acts or omissions (including acts or omissions relating to the security, privacy, confidentiality or access of Customer Data or your particular level of security controls)
The acts or omissions of any third-party applications
Any claims, threatened claims, damages, losses, liabilities, costs or judgments of any kind relating to Your use of any third-party applications

By integrating Your account with a third-party application, You authorize Ninjahire to process Customer Data from Your third-party application according to Your permission settings for the integration. You understand that the availability of an integration does not entitle You to any specific support with respect to that integration unless specified in a Statement of Work.

Nothing in these Terms shall be construed as Ninjahire certifying, endorsing, or recommending any third-party applications in the Site. Failure to integrate third-party applications or provide support for integrations by Ninjahire will not be construed as a material breach of this Agreement.

9.2. Email Integration

If You elect to integrate Your email with the Services, Your email data, limited to the emails sent through the Services and the correspondences received to those emails, will be synchronized with the Services and stored under Your account. You grant Ninjahire permission to analyze such email data for the purpose of improving Your experience and automating Your tasks such as creating follow-up reminders, scheduling events, or recommending actionable items.

Ninjahire will not:

Use Your email data to train its algorithms
Share Your email data and any derivative data with its other customers
Make decisions on Your behalf with respect to Customer's Job Applicants or Passive Candidates

10. Restrictions of Use

The Services may set forth certain usage limitations, and allocate to or require You to purchase, certain amounts of credits, to properly use the Services. Without circumventing the usage limitations, You agree to use the Services solely for Authorized Purposes and in compliance with all applicable laws.

Any violation of this obligation may result in, among other things, termination or suspension of Your account and Your ability to use the Site and Services. Further You agree not to, directly or indirectly, engage in any activities prohibited under Appendix 1.

11. Feedback

You, from time to time, may submit comments, information, questions, data, ideas, descriptions of processes, or other information relating to the Services to Ninjahire ("Feedback"). Ninjahire may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise, provided that You shall not be identified in connection with any such Feedback without Your consent.

12. Term and Termination

12.1. Term and Renewal

The initial Service Term is as specified in Your initial Service Order ("Initial Service Term"), and, unless otherwise stated therein, Your subscription will be renewed upon mutual agreement between You and Ninjahire through a renewal Service Order ("Renewal Service Term"). Ninjahire will endeavor to send advance renewal reminders to Your email address on file.

12.2. Termination for Convenience

For paid Services, subject to Ninjahire's discretion, You may terminate a particular Service Order early prior to the expiration of your current Service Term, with a thirty (30) days written notice to Ninjahire. However, You will not receive a refund of Your upfront payment, and a termination fee equal to the unpaid portion of the Fees shall become due immediately.

12.3. Termination for Cause

Customer may terminate this Agreement if Ninjahire breaches any material terms of the Agreement, and if such breach is capable of cure, Ninjahire fails to cure such breach within thirty (30) days of written notice from Customer. If the Agreement is terminated for Ninjahire's breach in accordance with the foregoing sentence, Ninjahire shall refund Customer for the prorated amount for any undelivered portion of the Services.

If Ninjahire finds You in breach of the Terms or any part of the Agreement, Ninjahire may without prior notice immediately block Your access to the Site, suspend Your account or ultimately terminate Your Services. Upon termination of Your Subscription Service, Your ability and right to use or access Your account will immediately cease.

12.4. Effect of Termination

The termination of a particular Service Order shall have no effect on other Service Orders. Upon termination of Your Services, Your rights under the terminated Service Order will immediately be revoked or cease.

The following shall survive the termination:

Sections 1, 2, 5, 11, 12.3, 12.4, 13, 14, 15, 16, 17, 18, 19, 20, 22.3 and 22.6 of the Terms and any other provisions that must survive to fulfill their essential purpose.
Unless otherwise stated in the Terms, any Fees owed by You remaining unpaid for the remainder of the Service Term(s) will become due immediately upon the termination.
Unless otherwise agreed with Customer, Ninjahire will make Customer Data in the Services available for download or export, for ninety (90) days following termination ("Transition Period"). After such Transition Period, Ninjahire may, unless legally prohibited, delete, wipe or otherwise purge all Customer Data in accordance with its standard data retention policy.

13. Federal Government Use Provisions

If the Services are purchased by or on behalf of a federal government user, Ninjahire provides the Services, including related software, data and technology, in accordance with the following:

The Services consist of "commercial products," "commercial services," commercial "computer software," commercial "computer software documentation," and commercial "technical data," as defined at Federal Acquisition Regulation ("FAR") 2.101 for civilian agency purchases and the Department of Defense ("DOD") FAR Supplement ("DFARS") 252.204-7013(a) and 252.227-7014(a) for defense agency purchases.

If the Services are purchased by or on behalf of:

(i) A civilian agency, the U.S. Government licenses the Services subject to these Terms pursuant to FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data), as applicable, and any successor regulations; or
(ii) An agency within the DOD, the U.S. Government licenses the Services subject these Terms pursuant to DFARS 252.227-7015 (Technical Data-Commercial Items), DFARS 227-7102.2 (Rights in technical data), and DFARS 227.7202-3 (Rights in Commercial Computer Software and Commercial Computer Software Documentation), as applicable, and any successor regulations.

If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to these Terms specifically granting those rights.

14. Confidentiality

During the course of the Services, You and Ninjahire may disclose Confidential Information to each other. You and Ninjahire agree that neither party will use the other party's Confidential Information except as permitted by the disclosing party.

Each party agrees to maintain in confidence and protect the other party's Confidential Information using at least the same degree of care as such party uses for its own information of a similar nature, but in all events at least a reasonable degree of care.

The receiving party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the disclosing party's Confidential Information, and will disclose Confidential Information only to receiving party's employees, contractors, consultants and legal counsels and financial advisors:

With a need to know such information for the purposes to provide or use the Services
Who are parties to appropriate agreements with binding confidentiality obligations at least as protective as the confidentiality obligation set forth herein

Each party will be responsible for all acts and omissions for its fulfillment of the confidentiality obligations herein. Ninjahire may disclose Your Confidential Information to the extent compelled to do so by laws, rules or regulations, or by a court order or administrative order, provided that Ninjahire has notified You by writing prior to the intended disclosure.

The confidentiality obligation shall remain in effect during the Service Term, and for five (5) years thereafter.

15. Publicity

Neither party shall, except as otherwise required by applicable laws, issue or release any public announcement, public statement, press release or other publicity or marketing materials related to the transactions between the parties or otherwise use the other party's marks or logos without the prior written consent of the other party.

However, You grant Ninjahire the right to add Your business name and company logo to our customer list, website, or marketing materials, in each case, subject to Your objection and usage guidance. You can opt out of this use by sending an email to marketing@ninjahire.co.

16. Copyright and DMCA Policy

We respond to notices of alleged copyright infringement and terminate repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If You believe that a copyrighted work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

Your address, telephone number, and email address
A description of the copyrighted work that You claim has been infringed
A description of where the alleged infringing material is located
A statement by You that You have a good faith belief that the disputed use is not authorized by You, the copyright owner, its agent, or the law
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest
A statement by You, made under penalty of perjury, that the above information is accurate and that You are the copyright owner or authorized to act on behalf of the copyright owner

Copyright Agent:

By certified mail: Ninjahire, Inc. Attn: Legal Department 4328 Trinity Woods St Leander, TX 78641 USA

By email: legal@ninjahire.co

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.

17. Limited Warranty and Disclaimers

Ninjahire shall use reasonable effort consistent with the prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Ninjahire or by third-party providers, or because of other causes beyond Ninjahire's reasonable control, but Ninjahire shall use reasonable efforts that any scheduled service disruption will only occur during weekends (Saturday or Sunday) and to provide advance electronic notice of any scheduled service disruption.

Further, Ninjahire represents and warrants that the Services, when used in accordance with this Agreement, will perform in substantial conformity with the applicable Documentation and the SLA, provided, however, that the sole remedy for breach of this warranty or failure of the Services to perform shall be as set forth in that SLA.

YOUR USE OF THE SITE AND SERVICES, INCLUDING SERVICES YOU ELECT TO USE IN ACCORDANCE WITH THE SERVICE SPECIFIC TERMS, IS AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

EXCEPT AS SET FORTH ABOVE IN THIS SECTION 17, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NINJAHIRE DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NINJAHIRE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES.

NINJAHIRE WILL HAVE NO LIABILITY FOR ANY:

Errors, mistakes, or inaccuracies of the content
Personal injury or property damage resulting from Your access to or use of the Site or Services
Any unauthorized access to or use of our servers, any personal information or user data
Any interruption of transmission to or from the Site or Services
Any bugs, viruses, trojan horses, or the like which may be transmitted on or through the Site or Services by any third party
Any loss or damage of any kind incurred as a result of the use of any content posted or shared through the Site or Services

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.

18. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EITHER PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

NOTHING IN THIS SECTION SHALL LIMIT A PARTY'S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER.

You understand and agree that we have set our prices and entered into these Terms with You in reliance upon the Limitations of Liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.

19. Indemnification

19.1. Ninjahire's Indemnification Obligation

Ninjahire will defend, indemnify and hold harmless Customer, at its option and expense, from and against any third-party claim to the extent that it is based on an allegation that Customer's use of the Services as permitted under this Agreement infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret of any third party.

Ninjahire will pay all damages and costs (including reasonable attorneys' fees) finally awarded by a court of final appeal attributable to such a claim, provided that Customer:

Notifies Ninjahire in writing of any such a claim as soon as reasonably practicable
Allows Ninjahire to control, and reasonably cooperates with Ninjahire in the defense of, any such a claim and related settlement negotiations

Ninjahire shall not settle a claim without Your written approval which shall not be unreasonably withheld or delayed.

19.2. Customer's Indemnification Obligation

You agree to defend, indemnify and hold harmless Ninjahire, its affiliates and subsidiaries, and each of their officers, directors, employees, contractors and agents, from and against any third-party claims, damages, obligations, losses, liabilities, settlements, costs or debt, and expenses (including but not limited to reasonable attorneys' fees) arising from or in connection with Your violation of the Terms, any applicable Service Specific Terms, or any part of the Agreement.

Ninjahire reserves the right to assume the exclusive defense and control of any matter subject to Your indemnification and You agree to assist and cooperate with Ninjahire in the defense or settlement of any such matters. You shall not settle any legal matter involving Ninjahire without Ninjahire's written approval.

19.3. Exclusions

Customer understands that Ninjahire has no obligation to indemnify Customer for any claim that is based on:

Modification of the Services by any party other than Ninjahire
Customer's use of the Services for purposes other than Authorized Purposes
Customer's failure to use updated or modified Services that Ninjahire makes available to Customer that would have avoided or mitigated the claim
Customer's failure to stop using the Services after receiving a written notice to do so from Ninjahire in order to avoid further infringement or misappropriation of a third party's intellectual property
Customer's use of the Services in any way that does not comply with these Terms or any applicable laws or regulations
The combination, operation, or use of the Services with equipment, devices, software, systems, or data that Ninjahire did not supply or recommend

19.4. Right to Ameliorate Damages

If Customer's use of the Services is, or in Ninjahire's reasonable opinion is likely to be, subject to a claim under Section 19.1, Ninjahire may, at its sole option and at no charge to Customer (and in addition to Ninjahire's indemnity obligation to Customer in Section 19.1):

(i) Procure for Customer the right to continue using the Services
(ii) Replace or modify the Services so that it is non-infringing and substantially equivalent in function to the original Services
(iii) If options (i) and (ii) above are not commercially practicable in Ninjahire's reasonable estimation, Ninjahire can terminate this Agreement (in which event, Customer will immediately stop using the Services) and refund the prorated amount of Fees for the remainder of the Service Term

19.5. Sole Remedy

Section 19 sets forth Ninjahire's sole and exclusive obligations, and Customer's sole and exclusive remedies, with respect to claims of infringement or misappropriation of a third party's intellectual property by the Services.

20. Dispute Resolution

20.1. Governing Law

This Agreement is governed by the internal substantive laws of the State of Texas, without respect to conflict of laws principles. All claims arising out of or relating to these Terms or the Agreement will be litigated exclusively in the federal or state courts of Williamson County, Texas, USA, and You and Ninjahire consent to personal jurisdiction in those courts.

20.2. Informal Dispute Resolution; Arbitration; Waiver of Class Action

We want to address any dispute without a need for arbitration or litigation. If you have a dispute with Ninjahire, prior to initiating an arbitration or litigation action, you agree to send a notice to Ninjahire according to Section 22.6 so that we can work together to resolve the dispute informally.

If the dispute cannot be resolved within sixty (60) days, to the fullest extent permitted by law, except for small claims court actions and claims pertaining to intellectual property rights, You agree to initiate an arbitration action only on an individual basis pursuant to the provisions of Appendix 2.

You expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.

21. Notice for California Users

Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice:

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at:

1625 North Market Blvd., Suite N 112 Sacramento, California 95834

Or by telephone at: (916) 445-1254 or (800) 952-5210

22. Other Provisions

22.1. Relationship of the Parties

Nothing contained in these Terms will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship between Ninjahire and You. In no event shall Ninjahire be considered as an employment agency under applicable laws including the California Fair Employment and Housing Act. In no event shall Ninjahire be responsible for Your decisions made with respect to a Job Applicant or Passive Candidate nor shall the Services be used to replace any employment decisions that should be made by You or Your Users.

22.2. Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld), except to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets or equity provided that, in the case where the assignment is initiated by Customer, Customer shall promptly provide an advance notice to Ninjahire. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assignees.

22.3. Amendment; No Waiver

We may modify any part or all the Terms by posting a revised version on our website. The revised version will become effective and binding the next business day after it is posted. At our discretion, we may provide You notice of this revision by email or in-app notification of our choice. If You would like to receive an email notification when we update the Terms, send us an email at legal@ninjahire.co.

No failure or delay by either party in exercising any right, power or remedy under these Terms, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

22.4. Force Majeure

Neither party will be liable to the other for any failure or delay to perform any obligation under these Terms (except for a failure to pay fees) if the failure or delay is due to unforeseen causes which occur after You accept these Terms and which are beyond the reasonable control of such party, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, failure or diminishment of power, failure of telecommunications or data networks, or government restrictions.

22.5. Export Control

When You or Your Affiliates use the Services, You agree to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing:

You represent and warrant that You and Your Affiliates are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country
You shall not (and shall not permit any of Your users or others to) access or use the Services in violation of any U.S. export embargo, prohibition or restriction
You agree not to export, re-export, or transfer, directly or indirectly, any data or services acquired from us, in violation of United States export laws or regulations

22.6. Notices

All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by certified mail (return receipt requested), electronic mail or facsimile. Notices shall be deemed effective upon receipt if personally delivered, three (3) business days after it was sent if by certified mail, or one (1) business day after it was sent if by electronic mail or facsimile.

To Ninjahire: Ninjahire, Inc. Attn: Legal Department 4328 Trinity Woods St Leander, TX 78641 Email: legal@ninjahire.co

To You: Your address including e-mail address(es) as provided in the Service Order or used to register your account. You must keep Your address information current.

22.7. Severability

If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms shall remain in full force and effect.

22.8. Authority

Each party represents and warrants to the other that it has full power and authority to enter into these Terms and that it is binding upon such party and enforceable in accordance with these Terms. You further warrant and represent that You have the authority to procure Your Affiliates compliance with these Terms.

Appendix 1: Prohibited Usage

Any User of the Site or Services must not do the following:

Reverse engineering, duplicate, replicate, remove, transfer, reveal, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying architecture, ideas, know-how or algorithms of the Site;
Modify, translate, or create derivative works based on the Site, Services, Documentation, graphics or user interface thereof to build a competitive or similar website or service;
Make the Services, Documentation, or any data obtained from the Site or Services, available to, or use them for the benefit of, anyone other than the Customer or its Users, or use the Services for artificial intelligence or machine learning development, timesharing, outsourcing offerings, or for any organization or entity that offers services that could be considered competitive as to Ninjahire's Services, unless expressly approved by Ninjahire;
Copy, distribute or disclose any data provided by Ninjahire, including Rediscovery Data and Ninjahire Candidate Profiles to any third party not solely for Customer's own interest and not for Authorized Purposes, without Ninjahire's consent;
Use Rediscovery Data with respect to a Job Applicant under any circumstances or conditions;
Remove or cover any proprietary notices, marks, or labels, overlay or otherwise modify the Site or its appearance;
Download, store, distribute, transmit, publish, export, re-export or otherwise disseminate any Ninjahire IP;
Access content or data not intended for You, collect or harvest others' Personal Information including account names from the Site or Subscription Service that is not aligned with the Authorized Purposes;
Attempt to gain unauthorized access, impersonate another User or otherwise misrepresent Your affiliation with a User or Customer, or conduct fraud by hiding Your identity;
Violate or attempt to violate any security or authentication features or measures of the Site;
Attempt to circumvent any blocking (e.g., by masking Your IP address or using a proxy IP address) after You are blocked by Ninjahire;
Attempt to circumvent a contractual usage limit by indirect access to or use of any Services;
Attempt to probe, scan or test the vulnerability of the Site, or any associated system or network without Ninjahire's authorization;
Interfere or attempt to interfere with other Users by submitting malicious software or code, virus, "flooding," "spamming," "mail bombing," or "crashing";
Take any action that imposes an unreasonable or disproportionate large load on the infrastructure of the Site and Services;
Use any data mining or scraping tools such as "robots" or "spiders" to extract the content or features of the Site;
Upload and store infringing data, viruses, worms, or other software agents through the Site;
Store or transmit Prohibited Information, infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of a third-party privacy rights;
Use the Services to target any person or group, whether protected or not by local, state or federal law or international law, in a way that may discriminate, harass or disrespect that person or group, or violate any laws that govern civil rights, equal protection or anti-discrimination;
Use the Services or any data or information obtained from the Site or Services for direct commercial solicitation purposes without Ninjahire's written authorization;
Use the Site or Services without Ninjahire's authorization for any illegal activities, offer, advertise or promote anything other than a legitimate job opportunity, or conduct any activities in violation of any applicable laws or regulations, including laws that govern email marketing such as the CAN-SPAM Act of 2003 or Canada's Anti-Spam Legislation ("CASL"); or
Advocate, encourage, allow or assist any of Your Users or any third party in doing any of the foregoing.

Appendix 2: Binding Arbitration

A. Disputes

Except as set forth below, You and we agree that we will resolve any disputes between us that cannot be resolved informally (including any disputes between You and a third-party agent of ours) through binding and final arbitration instead of through court proceedings. You and we hereby waive any right to a jury trial of any Claim (defined below).

All controversies, claims, counterclaims, or other disputes between You and us or You and a third-party agent of ours (each a "Claim") shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules").

B. Arbitration Procedure

The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law.

The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement including, but not limited to, a claim that all or any part of this Agreement is void or voidable.

C. Arbitration Fees

If You demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

D. Other Resolution Available

This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court or a court handling intellectual property rights.

In addition, You and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.