SUBSCRIPTION SERVICES 

This Subscription Services Agreement (“Agreement”) is effective between WorkerSpring, Inc., a Delaware corporation, with its principal place of business at 1000 Centergreen Way, Suite 300, Cary, North Carolina 27513 (“WorkerSpring” or “we,” “us” or “our”) and you (“Customer”, “you,” or “your”) upon Customer creating an account on workerspring.com or app.workerspring.com. WorkerSpring and Customer collectively referred to herein as the “Parties.”

• WorkerSpring offers a platform for businesses and individuals (“Employers”) to connect with various organizations, clubs, associations, foundations, trusts, agencies, unions, institutions, societies, individuals, alliances or groups (“Entities”) to hire individual members associated with the Entity seeking employment (“Job Seekers”), and for Entities to create programs to assist Job Seekers in finding work opportunities with Employers (“Job Programs”) who want to hire from the Entities.
• This Agreement describes how you can access and use the services available through our platform, workersping.com (“Site”), which facilitates connections between potential Employers and your Job Seekers (the “Services”).
• Customer wishes to utilize the Site and Services to connect Job Seekers with potential Employers interested in hiring.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. ACCESS TO AND USE OF THE SERVICES

1. Eligibility. The Services are available only to individuals and entities who can form legally binding contracts under applicable law. By using the Services, you represent and warrant that (i) you are duly existing and in good standing in its state of formation; and (ii) qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified.
2. Entities. If you are entering into this Agreement on behalf of an Entity, you represent and warrant that you have the legal authority to bind such Entity to the terms and conditions contained in this Agreement, in which case the terms “you” or “your” shall refer to such Entity. Entities are responsible for the actions of any individuals that use the Services on their behalf, including any employees, agents, representatives (“Personnel”), and for ensuring that Personnel comply with this Agreement and the Terms and Conditions available at: https://workerspring.com/terms-of-service/ and all applicable laws in accessing and using the Services. You will be in breach of this Agreement if any of your Personnel violate this Agreement.
3. Personal Information. We may collect and use personal information, which alone or in combination can be used to identify or locate a natural person (“Personal Information”) when you use our Services. For information about how we collect, use, and share personal information, please see our Privacy Policy, available at: https://workerspring.com/privacy-policy/. We may update our Privacy Policy from time to time so it should be reviewed on a regular basis.

2. SUBSCRIPTION SERVICES

1. General. Subject to the applicable provisions in this Agreement, WorkerSpring will provide the applicable Services to Customer during the Term of the Agreement.
2. Services. Subject to this Agreement, we grant you a non-exclusive, non-transferable, non-assignable, limited, revocable license to access and use the Services as set forth in an applicable Order Form (defined below) for your internal business use and for the benefit of your Personnel or Job Seekers using the Services or other such individuals who interact with the Services through or on your website or services (“Users”). In this Agreement, “Order Form” means any quote, online order form, trial period agreement, purchase order, invoice, or other ordering document provided by WorkerSpring to you through which you request and/or acquire access to, use of, or receipt of any Services.
3. Applicable Law. You must comply with all applicable federal and state laws when using the Services.
4. Accounts. You must have an account to use our Services and will be required to create a username and password. You are solely responsible for all activities that occur under your account, including the activities of any individual using your account, so be sure to fully exit from your account at the end of each session. You are also solely responsible for taking reasonable steps to maintain the security and control of your account. If you notice any unauthorized access to your account, please let us know immediately. We are not liable to you or any third party for any unauthorized use of your account, including, without limitation, any damage that results from any compromise or theft of your account. In providing your email address to us, you agree to receive email communications from us regarding your account.
5. Content. In using the Services, you may upload, post, import into, embed for use by, or create text, information, communication, or material, such as audio files, video files, electronic documents, or images (collectively, “Content”). Job listings, screening criteria, and communications with Job Seekers are also Content. You are responsible for the Content and agree that WorkerSpring is not responsible for such Content and disclaims all liability for such Content.
6. Customer Data. The Services may be used to collect certain information from and about you and your Users (“Customer Data”), including Personal Information, your Content, job applications that Job Seekers have submitted through the Services. Customer Data does not include Job Seekers’ account information, job applications, Site activity. (“Job Seeker Data”).
7. Account Inactivity. You are solely responsible for keeping your account active, which means you must sign in periodically to avoid any disruption or loss of access to the Services, or termination of your account. If you do not sign into your account periodically, we reserve the right to assume your account is inactive, and close it for you. You understand that you will lose access to any Customer Data stored in your account upon closure. Prior to closing your account for inactivity, we will attempt to notify you.

3. WORKERSPRING OBLIGATIONS
Based on your Account Type, WorkerSpring agrees to:

1. Allow the Customer to create and administrate an account on the Site;
2. Allow the Customer to create Job Programs on the Site according to the subscription plan stated on the Order Form;
3. Allow the Customer to create job listings on the Site based on its subscription plan’s features, according to the subscription plan stated on the Order Form;
4. Allow Customer to make connection requests to Organizations’ Job Programs based according to the subscription plan stated on the Order Form;
5. Allow Customer to create a curated list of Employers they allow to post work opportunities to their Job Programs;
6. Not to charge Employers for posting work opportunities to a Customer’s Job Programs if the Customer introduced the Employer to WorkerSpring;
7. Allow Customer to invite and add Job Seekers to their Job Programs;
8. Give Customer’s Job Seekers access to the Site to create a profile, search and apply to work opportunities, and to update notification settings.
9. Allow Customer to create interconnected or interrelated groups of Job Programs on the Site (“Networks”);
10. Provide data analytics about Customer Job Programs based on your subscription plan’s features.

4.  CUSTOMER OBLIGATIONS
Based on your Account Type, Customer agrees to:

1. Comply with and be subject to WorkerSpring’s Terms of Service, which are available at https://workerspring.com/terms-of-service/;
2. Maintain the privacy and confidentiality of Personal Information and Confidential Information, in accordance with this Agreement and WorkerSpring’s Privacy Policy, available at https://workerspring.com/privacy-policy/.
3. Only add Job Seeker profiles of persons who i) have given Customer permission and consent to use their Personal Information to create a WorkerSpring profile on their behalf; ii) are eligible to work and part of the Customer’s community and iii) have expressed interest in joining a Job Program offered by the Customer;
4. Allow Customer to collect certain demographic information from Job Seekers applying to or inquiring about any of your job listings.
5. Promptly update any job listings that you post on the Site should anything change that would affect the job’s status.
6. Promote and maintain each job program as part of the Customer’s operation;
7. Maintain the privacy and confidentiality of Personal Information and Confidential Information, in accordance with WorkerSpring’s Privacy Policy, available at https://workerspring.com/privacy-policy/.
8. Share information about Job Programs that Customer adds to Networks with the Network sponsor including:
   • The number of Job Seekers
   • The number of unemployed, employed, underemployed and unresponsive Job Seekers;
   • The number of jobs posted;
   • The number of applications by each job posted to the Job Programs.
9. Be solely responsible for compliance with all applicable law for all Content on the Site, including minimum wage requirements, wage transparency laws, or any other law.
   You are responsible for ensuring that your selection criteria are job-related, that you do not pose “disability-related inquiries” or medical inquiries in violation of the law, and that you do not screen out people with disabilities or members of any protected category under the law. You agree that you are responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any similar law. You are responsible for clearly indicating that reasonable accommodations are available, engaging with and responding to any requests for accommodation, and providing information about how to request an accommodation to Job Seekers.

5. PAYMENT

1. Fees. You agree to pay us for the Services in U.S. Dollars in the amounts set forth in the Order Form (“Fees”) on a monthly basis in advance of the following month’s Service or as otherwise specified in the Order Form (“Subscription Period”). Invoices for such amounts will be billed immediately and shall be due within ten (10) days of the invoice.
2. Set-up Charges. If you use the paid Services pursuant to an Order Form, you agree to pay us in U.S. Dollars any set-up fees, as set forth in the Order Form (“Set-Up Charge”).
3. No Refunds. Fees are nonrefundable and there are no refunds or credits for partially used Subscription Periods. However, we may refund Set-Up Charges, if you cancel your subscription within thirty (30) days of the Effective Date or as otherwise provided in the Order Form.
4. Updated Information. You agree to provide current, complete, and accurate purchase and account information when using our Services. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
5. Changes. The Fees set forth in an Order Form shall remain in effect during the initial term of such Order Form. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the calendar year or upon thirty (30) days’ notice to you.
6. Taxes. You are responsible for paying any and all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government or regulatory authority on any amounts payable by you hereunder, other than taxes imposed on WorkerSpring’s income.
7. Paying for the Services. Invoices can be paid via ACH, credit or debit card. If the credit or debit card information that you submit is incorrect or invalid, your payment will not be processed. We have no responsibility or liability if your credit or debit card is declined by your financial institution. You are responsible for any charges or Fees associated with ACH, credit or debit card payments charged by your financial institution.

6. ACCEPTABLE USE
You must use the Services reasonably and in accordance with this Section (the “Acceptable Use Provisions”). WorkerSpring reserves the right to remove any Content or suspend or delete any account, without notice or warning to you or your Users or Job Seekers, if we determine, in our sole discretion, that any Content or User violates this Agreement.

You must not:

1. transmit or upload any software or other materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature;
2. copy, modify, host, stream, sublicense, or resell the Services;
3. reformat or reframe any portion of our Services;
4. use any device, software, or procedure that interferes with, or attempts to interfere with, the normal operation of our Services;
5. modify, adapt, translate, disassemble, decompile, or reverse engineer any portion of our Services or otherwise attempting to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming interoperability interfaces of our Services;
6. collect or store, or attempt to collect or store, Personal Information about other users of our Services, except as expressly permitted under this Agreement or any other agreements that govern your use of the Services;
7. create a false identity on or in connection with our Services or misrepresent your connection or affiliation with a person or entity;
8. enable or allow others to use the Services using your account information;
9. offer, use, or permit the use of or access to the Services in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as a part of a hosted service, or on behalf of any third party;
10. circumvent any access or use restrictions put into place to prevent certain uses of the Site and Services;
11. share Content or otherwise engage in behavior that violates anyone’s Intellectual Property Rights, as defined in Section 9(d);
12. use our Services to harass, bully, sell products or services, or send unwanted or spam communications;
13. use our Services or content to violate any laws or in a manner that would violate any laws; or
14. use our Site and Services in violation of the Terms and Conditions available at: https://workerspring.com/terms-of-service/.

7. CONTENT

1. Representations and Warranties. You represent and warrant that: (i) you have all necessary rights in and to any and all Content you provide or make accessible to us in connection with this Agreement and your Content will not infringe on any third party’s Intellectual Property Rights and (ii) Content is not and does not contain, promote, or link to material that is pornographic, defamatory, offensive, harassing, malicious, illegal, or otherwise objectionable.
2. Sharing Content. Depending on how you use our Services, you may be able to share your Content with other users or to make it public. Please carefully consider what you choose to share or make public as you are solely responsible for the Content that you share.
3. Removing Content. If you delete Content (excluding Feedback) from the Services, we will stop making that Content publicly available within a reasonable amount of time. Some copies of your Content may be retained as part of our routine backups, and we are not responsible for any use of Content that you have shared or made public.
4. Feedback. You may, at your own discretion, choose to provide us with ideas, suggestions, proposals, or bug or crash reports for the Services (“Feedback”). In such event, you agree that we are the owner of such Feedback, and we are free to use it for our business purposes, including by incorporation into the Services without any payment or attribution or other obligation to you.

8. OBLIGATIONS REGARDING CUSTOMER PERSONAL INFORMATION

1. Personal Information. You acknowledge that in using the Services, you may be able to collect Personal Information. You agree that your collection of Personal Information is governed by, and you will comply with, all applicable Data Privacy Laws as defined below.
2. Sensitive Personal Information. You agree not to collect, process, share, disclose, or store any Sensitive Personal Information (as defined below) using the Services, except as directly authorized by us, or as intended by the Services (such as credit card information). “Sensitive Personal Information” means an individual’s financial information, data concerning an individual’s sexual behavior or sexual orientation, medical, or health information protected under any health data protection laws, biometric data, Personal Information of children protected under any child data protection laws and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in applicable Data Privacy Laws.
3. Notifications and Consents. You understand that you are solely responsible for (a) notifying Job Seekers that you may collect their Personal Information through the Services and that WorkerSpring may have access to such Personal Information; (b) obtaining any required consents necessary to collect Personal Information using the Services and (c) complying with all applicable laws rules and regulations governing the privacy and security of Personal Information, including but not limited to the federal and state data privacy and security laws,  the consumer privacy laws, the data breach notification laws, and the laws governing electronic marketing that are applicable to such Personal Information (collectively the “Data Privacy Laws”).

9. OWNERSHIP AND INTELLECTUAL PROPERTY

1. Ownership. We own or license all rights, title, and interest, including all Intellectual Property Rights, in and to the Services, including without limitation, all software and code that comprise and operate our Services.
2. Ownership of Content and Customer Data. As between you and us, you retain all rights and ownership of your Content (or where applicable, you must ensure that you have a valid license to the Content) and Customer Data. Except as provided in Section 9(c), we do not claim any rights to your Content or Customer Data.
3. Right to Use De-identified Data. Solely for the purposes of operating or improving the Services, you grant us a non-exclusive, worldwide, royalty-free sublicensable, license, to use, reproduce, publicly display, distribute, modify, create derivative works based on, publicly perform, and translate the Content. Additionally, we have the right to use aggregated and de-identified or anonymized data (“De-identified Data”) derived from the Content or Customer Data for use in improving our Site, the Services or any other lawful purpose WorkerSpring owns all right, title, and interest to the De-identified Data.
4. Intellectual Property Rights Defined. For purposes of this Agreement, “Intellectual Property Rights” means, on a worldwide basis, all patents, trademarks, service marks, trade name rights, logos, drawings, inventions, copyrights, mask works, samples, processes, moral rights, rights of publicity, rights of ownership, designs, design rights, trade secrets, specifications, instruction manuals, technology, materials, know‑how, information, data, goodwill, improvements and writings, and any applications, registrations or common law rights in any of the foregoing, as applicable.

10. TERM AND TERMINATION OF PAID SERVICES

1. Term. This Agreement will be effective for 1 year. And will renew annually until canceled pursuant to Section 10(b) or terminated pursuant to Section 10(c).
2. Cancelation. Either party may terminate this Agreement with at least thirty (30) days prior written notice before the end of the then-current Subscription Period. Upon receipt of written notice in compliance with this Section, the Agreement will terminate at the end of the then-current Subscription Period. Any refunds will be administered pursuant to Section 5.
3. Termination. In addition to any other express termination right set forth in this Agreement,
   • We may terminate this Agreement immediately if you violate applicable laws or this Agreement.
   • We may terminate this Agreement at any time for convenience upon thirty (30) days’ advance written notice to you;
   • Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for a period of thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; and
   • Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
4. Effects of Termination. Without limiting any other effects of termination set forth in this Agreement,
   • Upon termination of this Agreement, the rights to use the Services shall immediately terminate. You must immediately discontinue use of and shall have no right to access the Services. Termination will not affect your obligations to pay all Fees that have become due before such termination, nor shall termination of this Agreement entitle you to a refund.
   • We will use commercially reasonable efforts to allow you to transition your Content and Customer Data out of the Services. The transition must be completed within thirty (30) days from the date of the termination or expiration of your license term. At the end of this 30-day transition period, we reserve the right to delete or permanently de-identify your Content and Customer Data. You should download any Content or Customer Data that you have stored in the Services before your license ends.
   • WorkerSpring will allow Job Seekers associated with your Job Program(s) to retain their account and Job Seeker Data.

11. CONFIDENTIALITY

1. Confidential Information Defined. For purposes of this Agreement, “Confidential Information” means any information disclosed to the Receiving Party by or on behalf of the Disclosing Party or any information the Receiving Party or the Receiving Party’s Personnel learned prior to or during the term of this Agreement, which (i) is in written, recorded, electronic, graphical or other tangible form or has been or will be disclosed orally or by demonstration and (ii) should reasonably know to be confidential by the nature of the information or the nature or context of the disclosure. WorkerSpring’s Confidential Information includes, without limitation: any WorkerSpring Intellectual Property Rights, any data or information regarding our products, product specifications, product designs, technical data, business processes, products and technical knowledge, any data that was published without WorkerSpring’s authorization. Confidential Information does not include information that (the you can demonstrate by written or other documentary records): (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
2. Non-Disclosure. You shall keep all Confidential Information in strict confidence and agree to use your best efforts to protect the Confidential Information from disclosure. You agree you will not, without our prior written consent, disclose our Confidential Information to any third party (other than to your employees, agents or representatives on a need-to-know basis for the limited purpose of using the Services as specified in this Agreement) and will accept full liability for any breach by your employees, agents, representatives, or other third parties to whom you disclose or allow access to any such Confidential Information.
3. Required Disclosure. You may disclose Confidential Information pursuant to a legal, judicial or administrative requirement, if you give us reasonable prior written notice and sufficient time to enable us to seek a protective order to prevent or limit disclosure, and so long as you cooperate with us in such effort.  In the event you are actually required to disclose Confidential Information pursuant to a legal, judicial or administrative requirement, you will only disclose the minimum Confidential Information necessary to comply with such requirement.
4. Return/Destruction of Confidential Information. Except as otherwise set forth in this Agreement, upon the expiration or termination of this Agreement for any reason, or upon our written request, you shall return to us all Confidential Information, together with any copies thereof, or, if we request, destroy the same.
5. Survival of Confidentiality Obligations. This Section 11 will remain in effect during, and for three (3) years after termination of, this Agreement. You will, at our request, return all originals, copies, reproductions, and summaries of Confidential Information and other tangible materials and devices provided to receiving party as Confidential Information, or our option, certified destruction of the same.

12. INTEGRATIONS WITH THIRD PARTY SOFTWARE OR SERVICES

1. Third-Party Services. The Services may include integrations with web or other third-party services that are accessed through the Service and subject to terms and conditions with those third parties. These third-party services are not part of the Service, and this Agreement does not apply to them. We are not responsible for the content of these third-party services.

13. DISCLAIMER OF WARRANTIES.

1. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WORKERSPRING EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT.
2. WE DO NOT WARRANT THAT THE SERVICES, OR ANY OF THE RESULTS FROM THE USE THEREOF, WILL MEET YOUR, OR ANY THIRD PARTY’S REQUIREMENTS, INTEGRATE WITH ANY THIRD-PARTY PRODUCTS OR SERVICES, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES OR BE SECURE, ACCURATE, OR COMPLETE.
3. WE EXPRESSLY DISCLAIM THAT THE SERVICES WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, BUGS, WORMS, OR OTHER HARMFUL CODE OR SOFTWARE.
4. WE DO NOT REPRESENT THAT ANY DATA, COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER INFORMATION THAT WE COLLECT, STORE, OR TRANSMIT IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES WILL NEVER BE ERRONEOUSLY DELETED OR MISDELIVERED.
5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
6. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES. 

14. DEFENSE AND PAYMENT.

1. By WorkerSpring.
   • Defense. WorkerSpring shall defend you against any third-party claims, actions, suits, or legal proceedings that are sustained by, incurred by, or asserted against you and arise from an allegation that the Services or the use of the Services as authorized under this Agreement violate the Intellectual Property Right(s) or other proprietary right(s) of a third party (an “IP Claim”) and will pay any damages, losses, verdicts, judgments, or settlements finally awarded against you including any reasonable attorneys’ fees and costs (collectively, “Losses”) with regard to those IP Claims.
   • Exceptions. Our defense and payment obligations shall not apply to any IP Claims based on: (i) Content; (ii) your use of the Services in any manner not expressly permitted under this Agreement or authorized by us in writing; (iii) your use or combination of the Services in combination with third party software, data, hardware, equipment, or technology, except as we approve or as is a customary or ordinary use; or (iv) your access to or use of the Services after receiving notice the Services infringe a third party’s Intellectual Property Rights.
   • Additional Rights. If an IP Claim is made or appears possible, we shall have the sole option to: (i) modify or replace the Services to make them non-infringing; or (ii) obtain the right for you to continue to access and use the Services. If we determine that neither alternative is reasonably available, we may terminate this Agreement with respect to the affected Services, effective immediately on written notice to you, and credit or refund any allocable prepaid Fees on a pro rata basis.
   • Your Obligations. In the event of an IP Claim, you must provide us with: (i) prompt written notification of any such IP Claim; (ii) sole control and authority over the defense or settlement thereof, provided that if any settlement requires any actions or admissions by you, such settlement will require your prior written consent, which will not be unreasonably withheld, conditioned or delayed; and (iii) all available information and reasonable assistance necessary to settle and/or defend any such IP Claim.
   • Sole Remedy. This Section 14(a) sets forth your sole remedy and our sole liability and obligation for any actual, threatened, or alleged IP Claim.
2. By You.
   • You agree to indemnify, defend and hold harmless WorkerSpring and our officers, directors, and employees from any and all third party claims, liability, damages, costs or demands, including, but not limited to, attorneys’ fees, arising from (i) your use of the Services, including, but not limited to, all Content therein and any products or services obtained by you through the Service, (ii) your violation of the Acceptable Use Provisions of this Agreement; (iii) your violation of any duties or obligations under this Agreement; (iv) your infringement of any intellectual property or other right of any person or entity; or (v) your violation of any applicable law or regulation (all of the foregoing, “Claims and Losses”). You agree that we may have our own counsel present at, and participate in, all proceedings or negotiations relating to such Claims and Losses at our expense.

15. Limitation of Liability.

1. General. IN NO EVENT SHALL WORKERSPRING OR ITS PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, OR AGENTS (“REPRESENTATIVES”)  BE LIABLE TO YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY OR ANY OTHER LEGAL THEORY OR FOR ANY ERROR OR INTERRUPTION OF USE; INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; LOSS OF GOODWILL OR REPUTATION; OR COST OF REPLACEMENT GOODS OR SERVICES.
2. Limitation. THE AMOUNT OF WORKERSPRING’S LIABILITY TO YOU UNDER ANY AND ALL CLAIMS FOR LOSS OR LIABILITY BASED UPON, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT SHALL IN NO CASE EXCEED THE FEES ACTUALLY PAID BY YOU TO WORKERSPRING IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT GIVING RISE TO THE CLAIM OR, IF NO FEES HAVE BEEN PAID DURING THAT PERIOD, THE AMOUNT OF $500 USD.

16. MISCELLANEOUS

1. Amendment and Modification. No modifications or amendments to this Agreement shall be valid except by written amendment signed by our authorized representatives and your authorized representatives.
2. Subcontractors. We may subcontract the performance of our duties or obligations under this Agreement to any person. We will be responsible for the acts and omissions of each subcontractor to the same extent as if such acts or omissions were those of WorkerSpring and shall be responsible for all fees and expenses payable to any subcontractor.
3. Governing Law and Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice of law provisions. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the licenses granted hereunder will be instituted exclusively in the United States District Court for the Eastern District of North Carolina or the applicable trial courts with jurisdiction in Cary, North Carolina, whichever is applicable, and each party irrevocably submits to the jurisdiction of such courts in any suit, action, or proceeding.
4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
5. Survival. The provisions of this Agreement which by their nature are intended to survive the termination or cancellation of this Agreement shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions regarding indemnity and limitations of liability, shall survive the termination or cancellation of this Agreement.
6. Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, any warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
7. Publicity. We may include your name and logo on our customer lists, Site, and promotional and marketing materials.
8. Headings. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement.
9. Entire Agreement. This Agreement (together with the applicable Order Form, End User Terms and Conditions, and, if applicable Data Processing Addendum, which are deemed incorporated by this reference) comprises the entire agreement between you and us and supersede all prior agreements between you and us regarding the subject matter contained herein.