Terms and conditions

Last updated: November 10, 2025

These Terms and Conditions (“T&Cs”) govern your access to and use of the Career Bird, Inc. (“Career Bird”) software-as-a-service platform for employee talent development (collectively the “Services”).  Please read these Career Bird T&Cs carefully. To sign up for or purchase a subscription to any of the Services hereunder, you must either: (1) execute an ordering document with Career Bird that references these T&Cs, or (2) register for a subscription via Career Bird’s website (any such fully executed ordering document or online registration request that is accepted by Career Bird is hereafter referred to as an “Order”).  As part of the ordering process, you must identify the applicable customer (“Customer”).  Each Order will also identify the features and functionality of the Services to be provided to Customer pursuant to such Order and may identify usage caps or limitations on use of the Services. Career Bird will not be required, by virtue of this Agreement or otherwise, to provide to Customer any other Service features or functionality which are not expressly covered by such Order.  All Orders are governed by and subject to these T&Cs, and these T&Cs, together with all Orders, may collectively be referred to as the “Agreement.”

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING CONTRACT BETWEEN CAREER BIRD AND CUSTOMER THAT GOVERNS USE OF THE SERVICES.  BY CLICKING "I ACCEPT," OR EXECUTING AN ORDER, YOU REPRESENT AND WARRANT THAT YOU: (1) WISH TO USE THE SERVICE ON BEHALF OF, OR WITHIN YOUR CAPACITY AS, A REPRESENTATIVE OR EMPLOYEE OF THE ENTITY THAT IS DESIGNATED AS THE CUSTOMER AT THE TIME OF SIGN UP OR IN SUCH ORDER, AND (2) HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER.  BY CHECKING "I ACCEPT" OR EXECUTING OR SUBMITTING AN ORDER, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY OF ALL OF THE PROVISIONS OF THIS AGREEMENT.  IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE AGREEMENT, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.  

IF CUSTOMER SUBSCRIBES TO ANY OF THE SERVICES FOR A TERM (AS USED HERE, AN “INITIAL SUBSCRIPTION TERM”), THEN, UNLESS OTHERWISE INDICATED IN THE ORDER, CUSTOMER’S SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION TERM AT CAREER BIRD’S THEN-CURRENT PRICING UNLESS CUSTOMER DECLINES TO RENEW THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 3.3 BELOW.

1. SERVICES
   
   1. Access and Use of Services. Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable fees), Career Bird grants Customer a non-exclusive, non-transferable right, during the applicable Subscription Term, to access and use the Services set forth in the applicable Order in accordance with any usage caps or limitations set forth in the Order, solely for Customer’s internal employee training and development purposes and solely in accordance with the published documentation for the Services (“Documentation”).  
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   2. Accounts.  As part of the set-up process, Customer may be asked to create one or more accounts on the Services for itself and/or its Authorized Users (defined in Section 1.3 below) (each, an “Account”) and provide certain information as prompted in the account registration process. Customer represents and warrants that: (a) all Account registration information submitted by or on behalf of Customer is truthful and accurate; and (b) Customer will maintain the accuracy of such information. Customer is responsible for maintaining the confidentiality of all Account login information and is fully responsible for all activities that occur under Customer’s and its Authorized Users’ Accounts. Customer will use reasonable efforts to prevent any unauthorized access or use of the Services and Customer agrees to immediately notify Career Bird of any unauthorized use, or suspected unauthorized use, of the Accounts or any other breach of security.  Additionally, if there is unauthorized access or use by anyone who obtained access directly or indirectly through Customer or its Authorized Users, Customer will also take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by Career Bird to remediate any issues resulting from, or related to, such unauthorized access or use.  Career Bird will not be liable for any loss or damage arising from any unauthorized use of the Accounts or Customer’s failure to comply with the above requirements.
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   3. Authorized Users.  Customer will only permit the Services to be accessed by Customer’s employees that are authorized by Customer to access the applicable Services (“Authorized Users”). Customer is solely responsible for determining the level of access and privileges granted to its Authorized Users. Customer will ensure its Authorized Users’ use of the Services is in compliance with the terms of this Agreement and Customer will be solely responsible for enforcing any of Customer’s internal policies regarding its Authorized Users’ use of the Services.
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   4. Use of Services; Risk of Errors.  The Services are provided for informational purposes only, and Customer is responsible for evaluating the accuracy and suitability of the information, content, data, and results obtained from the Services by Career Bird (“Career Bird Data”) for Customer’s purposes, including for verifying the accuracy and completeness thereof. Customer agrees that Career Bird shall have no responsibility or liability arising from the provision of any Career Bird Data that is inaccurate, incomplete, or inappropriate or for any decisions made in reliance on the foregoing, and that such decisions are made at Customer’s own risk.  Customer acknowledges that Customer will only be permitted to access the Career Bird Data during the Subscription Term as permitted by the features and functionality of the Services.  Customer will not, and will ensure that its Authorized Users will not, export, copy, download, or replicate, or attempt to export, copy, download, or replicate, any of the Career Bird Data. 
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   5. Restrictions.  Career Bird retains all of its rights in the Services, Career Bird Data, all technology constituting or used to provide the Services, and all related Documentation (collectively, the “Career Bird Technology”). To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (a) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, structure, ideas, algorithms, or other hidden or non-public elements of; (b) translate, adapt, publish, reproduce, distribute or modify; (c) write or develop any program based upon or incorporate into any product or service Customer provides to a third party; (d) use in any manner for the purpose of developing, distributing or making accessible products or services that are similar to or compete with; (e) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in; (f) make available on a service bureau basis, as part of any of Customer’s or any third party’s product offering (regardless of hosting or distribution model) or otherwise access or use (or permit a third party to access and use) for the benefit of a third party; (g) allow unauthorized persons to have access to; (h) transmit unlawful, infringing or harmful data, content or code to or from; (i) copy or replicate; (j) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies or procedures of) any servers or networks connected to; (k) attempt to gain unauthorized access to or interfere with any license key mechanism in or otherwise circumvent any mechanism intended to limit use of; (l) alter or remove any trademarks or proprietary notices contained in or on; (m) engage in framing, mirroring, or otherwise simulating the appearance or function of; (n) perform or publish any performance or benchmark tests or analyses relating to; and (o) otherwise use except as expressly permitted hereunder, in each case of (a)-(o), in whole or in part, any of the Career Bird Technology. 
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   6. Free Trial.  If Career Bird has made the Services (or any part of the Services, such as specific features or functionality thereof) available to Customer on a “free trial,” “pilot,” or “pre-release” basis, then unless expressly indicated in the applicable Order: (a) Career Bird will be free to terminate or suspend Customer’s access thereto for any reason at any time and without liability of any kind; and (b) notwithstanding any other provision of this Agreement, any such access to the Services, or the applicable part of the Services, is provided on an “AS IS” and “AS AVAILABLE” basis without warranty, indemnities, or support of any kind, express or implied. IF CUSTOMER SUBSEQUENTLY PURCHASES A SUBSCRIPTION TO THE SERVICES, CUSTOMER EXPRESSLY AGREES THAT, UNLESS CUSTOMER HAS A SEPARATELY SIGNED AGREEMENT GOVERNING CUSTOMER’S ACCESS TO AND USE OF THE SERVICES, THIS AGREEMENT SHALL GOVERN CUSTOMER’S USE OF SUCH SERVICES.
2. FEES; PAYMENT
   
   1. Fees; Payment Terms.  Customer agrees to pay to Career Bird the fees for each of the Services that Customer purchases or uses in accordance with the pricing and payment terms set forth in the Order, as may be updated in accordance with the terms of this Agreement.  Unless otherwise expressly set forth in an Order, all recurring fees will be billed to Customer in advance, and all usage-based fees or overages will be billed to Customer monthly in arrears. Unless otherwise expressly set forth in an Order, the Initial Subscription Term or the Renewal Subscription Term (as defined below) will continue and automatically renew on a recurring basis at regular intervals in accordance with Customer’s elections at the time of sign up or in the applicable Order, unless and until Customer terminates Customer’s subscription in accordance with Section 3.3, or Customer’s Account is otherwise terminated pursuant to this Agreement. Career Bird reserves the right to change the terms, including pricing, for subscriptions to the Services from time to time in accordance with Section 7.4; provided that, (a) Career Bird will use commercially reasonable efforts to provide Customer with notice of any increase in the rates for subscriptions to the Services at least thirty (30) days prior to the end of Customer’s then-current Subscription Term; and (b) any such increase in rates will take effect upon the renewal of such Subscription Term, unless otherwise stated in such notice. If Customer does not agree with such changes, Customer may terminate Customer’s subscription to the Services as set forth in Section 7.4.  Career Bird will not be able to notify Customer of any changes in applicable taxes in advance.
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   2. Payment Method.  Customer will be billed for all amounts due under this Agreement using the payment method on file or otherwise provided by Customer to Career Bird or its third-party payment processor.  Customer must provide current, complete, and accurate information for Customer’s payment method and promptly update all information to keep Customer’s payment method current, complete, and accurate. Fees paid by Customer are non-refundable, except as provided in this Agreement or when required by law. In the event of a failed attempt to charge to Customer’s payment method (e.g., if Customer’s credit card has expired), Career Bird reserves the right to retry billing Customer’s payment method.  If there are no valid payment methods on file for Customer, Career Bird may send Customer invoices for any amounts due, and Customer will pay such invoices within thirty (30) days of Customer’s receipt thereof. Career Bird may charge Customer interest on overdue fees at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue.
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   3. Taxes.  Fees do not include, and Customer must pay or reimburse Career Bird for, all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement, or the transactions contemplated by this Agreement (other than taxes based on Career Bird’s net income).  If Career Bird has a legal obligation to pay or collect sales tax for which Customer is responsible, Career Bird will calculate the sales tax based upon the billing information it has about Customer and charge Customer that amount (which, if Customer’s billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless Customer timely provides Career Bird with a valid tax exemption certificate acceptable to the appropriate taxing authority. 
3. TERM AND TERMINATION
   
   1. Term.  This Agreement will start on the effective date of Customer’s first Order and, unless terminated earlier in accordance with this Agreement, will continue until all Orders hereunder have expired or been terminated for ninety (90) days.  Additionally, in the event that all Orders have expired or terminated, either party may terminate this Agreement upon written notice to the other party.  
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   2. Subscription Term; Automatic Renewal.  The duration of Customer’s Initial Subscription Term will be as set forth in such Order, and, unless otherwise indicated in the Order, shall automatically renew on a recurring basis for additional subscription periods of the same duration as the Initial Subscription Term (each renewal, a “Renewal Subscription Term”) until terminated by Customer or Career Bird as set forth below.  The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively, the “Subscription Term.”
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   3. Termination of Recurring Subscriptions.  Unless otherwise set forth in an Order, either party may terminate any automatically renewing subscription(s) under this Agreement by providing the other party with at least twenty (20) days’ notice of its intent to terminate prior to the end of the then-current Subscription Term.  By choosing an automatically renewing subscription plan, Customer acknowledges that it has a recurring payment feature and Customer accepts responsibility for all recurring charges prior to termination.
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   4. Termination for Cause.  Career Bird may terminate this Agreement and/or any applicable Order, in whole or in part, by written notice if Customer’s account is suspended or terminated for nonpayment pursuant to Section 3.6. Additionally, either party may terminate this Agreement and all Orders in the event that: (a) the other party is in material breach of this Agreement, which is not cured within thirty (30) days after written notice of such breach; or (b) the other party files for or is adjudicated bankrupt or suffers any other analogous event.
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   5. Effect of Termination.  Upon the effective date of expiration or termination of this Agreement for any reason: (a) all outstanding Orders and access to the Services will automatically terminate; and (b) all outstanding payment obligations of Customer become due and payable immediately.  All definitions and the following provisions will survive the expiration or termination of this Agreement for any reason: Sections 1.4, 1.5, 1.6, 3.5, 3.6, 4.1 (with respect to Performance Data), 4.2 - 4.5, and 5 - 7. 
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   6. Delinquent Accounts; Suspension.  If any amount under this Agreement is due but unpaid, Career Bird reserves the right to suspend or terminate Customer’s and its Authorized Users’ Accounts and any or all of the Services, in its sole discretion, until such time that all amounts due under this Agreement are paid in full.  In addition to the amount due for the Services, Customer will be charged with, and Customer agrees to pay, fees or charges that are incidental to any chargebacks or collection of any such unpaid amounts including collection fees. Additionally, Career Bird reserves the right to suspend Customer and/or its Authorized Users’ access to the Services or any portion thereof: (a) in the event that Career Bird suspects that Customer or any of its Authorized Users is using the Services in violation of this Agreement; (b) as described in Career Bird’s Intellectual Property Policy (the “IP Policy”); or (c) if Career Bird otherwise believes such action is reasonable to comply with any applicable law, regulation, or court order.  
4. LICENSE; OWNERSHIP 
   
   1. License from Customer.  As between the parties, Customer retains its ownership of all right, title and interest in and to any content, materials, or data that is uploaded, transmitted or otherwise provided to the Services by Customer or its Authorized Users (collectively, the “Customer Content”), provided that Career Bird is hereby granted a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable, right and license to: (a) use, copy, reproduce, modify, transmit, host and display the Customer Content (in whole or in part) for the purposes of operating and providing the Services to Customer and Customer’s Authorized Users; and (b) collect, access, process, and analyze log and other performance data related to the Services and related systems technologies (“Performance Data”) and use such Performance Data to troubleshoot, improve, and enhance the Services, and for other development, diagnostic, security, and corrective purposes. 
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   2. Customer Content Responsibilities and Restrictions.  As between Career Bird and Customer, the Customer Content made accessible on the Services is the sole responsibility of Customer. This means that Customer, and not Career Bird, is solely responsible for all Customer Content, including its accuracy, completeness, and suitability. Customer further agrees, represents, and warrants that: (a) it has all right, title, interest, authorizations, and permissions to grant the license set forth in Section 4.1, (b) the Customer Content will not violate, infringe, or misappropriate any third party’s rights (including intellectual property rights), constitute an invasion of privacy or misappropriation of publicity rights, or otherwise violate Career Bird’s IP Policy; (c) Customer and its Authorized Users will not transmit Customer Content that is or could be harassing, abusive, tortious, threatening, harmful, harmful to minors in anyway, vulgar, defamatory, false, intentionally misleading, trade libelous, indecent, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; (d) the Customer Content will not contain any computer code, programs, or programming devices that are designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, the operation of the Services or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operation of the Services; and (e) Customer and Authorized User will not provide any Customer Content that contains Sensitive Information to the Services.  As used herein, “Sensitive Information” means: (A) individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations; (B) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standard (“PCI DSS”); (C) Social Security numbers, Social insurance numbers, passport numbers, driver’s license numbers or other government-issued identification numbers; (D) financial account numbers; (E) online account credentials; or (F) other personal information or personally identifiable information, including such information that is governed by the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“EU GDPR”), the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), Fair Credit Reporting Act, Gramm-Leach-Bliley Act, or Children’s Online Privacy Protection Act.  Customer acknowledges that Career Bird is not a business associate (as that term is defined under HIPAA) or a payment card processor. Customer acknowledges that the Services are not designed to be HIPAA or PCI DSS compliant. Customer acknowledges that Career Bird has no obligation to monitor or pre-screen Customer Content, although Career Bird reserves the right in its sole discretion to monitor, pre-screen, refuse, or remove any Customer Content from the Services, including if Career Bird believes it violates this Agreement, applicable laws or is otherwise objectionable. Career Bird reserves the right (but has no obligation) to investigate and/or take appropriate action against Customer in Career Bird’s sole discretion if Customer violates Section 4.2 or any other provision of this Agreement or otherwise creates liability for Career Bird or any other person. Such appropriate action may include removing or modifying the Customer Content, terminating the Account in accordance with this Agreement, and/or reporting Customer or its Authorized Users to law enforcement authorities.
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   3. Customer Content Data Storage.  Customer acknowledges that Career Bird has no obligation to, and does not offer a feature to, back-up or archive any Customer Content and that Customer assumes all risks associated with access and use of the Customer Content in connection with the Services.  Career Bird expressly disclaims all other obligations with respect to storage of such Customer Content.  Without limiting the foregoing, Career Bird reserves the right to delete any and all Customer Content in its discretion in the event that Customer terminates its subscription to the Services.
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   4. Ownership.  Except for the limited rights granted in this Agreement, Career Bird hereby retains all right, title and interest, including all intellectual property rights, in and to the Career Bird Technology.  ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY CAREER BIRD.
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   5. Feedback.  Customer hereby grants to Career Bird and its affiliates a worldwide, nonexclusive, irrevocable, perpetual, sublicensable, royalty-free right and license to use, modify, transmit, reproduce, make derivative works of, disclose and exploit without restriction all feedback and suggestions provided by Customer and its Authorized Users (collectively, “Feedback”), including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features, regarding the Career Bird Technology or any portion thereof.
5. INDEMNIFICATION  

Customer shall indemnify, defend and hold harmless Career Bird and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Career Bird Entities”) from and against any loss or damage (including reasonable attorney’s fees) resulting from any third-party claim brought against Career Bird arising out of or relating to: (a) any claim alleging that any Customer Content infringes or misappropriates any third party’s rights or violates applicable laws; (b) Customer’s or its Authorized Users’ failure to use the Services in accordance with this Agreement or otherwise comply with the terms of Section 4.2.  Career Bird reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will will fully cooperate with Career Bird in asserting any available defenses.   

6. DISCLAIMER; LIMITATION OF LIABILITY  
   
   1. Disclaimer.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) THE CAREER BIRD TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY CAREER BIRD OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS; (b) THE CAREER BIRD ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE CAREER BIRD TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE OR RELIANCE.  ALL MATERIALS, RECOMMENDATIONS, OR CONTENT MADE AVAILABLE VIA THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CAREER BIRD ENTITIES DO NOT WARRANT THAT THE CAREER BIRD TECHNOLOGY OR ANY RESULT WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.  

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ITS AUTHORIZED USERS FROM THE SERVICES WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR, AND CAREER BIRD WILL HAVE NO LIABILITY FOR, ANY DECISIONS MADE BY CUSTOMER OR CUSTOMER’S AUTHORIZED USERS BASED UPON THE SERVICES OR ANY CAREER BIRD DATA.  CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S AND ITS AUTHORIZED USERS’ USE OF THE CAREER BIRD TECHNOLOGY IS AT CUSTOMER’S OWN DISCRETION AND RISK.  

2. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CAREER BIRD ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CAREER BIRD ENTITIES’ TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.  EXCEPT FOR ANY ACTION BY CAREER BIRD FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE DATE THE CLAIM AROSE.  EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS.  THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

7. GENERAL PROVISIONS 
   
   1. Assignment.  Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Career Bird may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
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   2. Force Majeure.  Except for the obligation to pay all fees due, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet.  The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.
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   3. Governing Law.  This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.  Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for located in New Castle County, Delaware for any lawsuit filed there against Customer by Career Bird arising from or related to this Agreement.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
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   4. Modifications to this Agreement.  Career Bird may modify this Agreement from time to time by giving notice to Customer through Career Bird’s online user interfaces, by sending Customer an email to an e-mail address associated with Customer’s Account, by prominently posting notice of the changes on the Services, or in any other manner permitted by this Agreement.  In the event that the last e-mail address that Customer has provided is not valid, or for any reason is not capable of delivering to Customer the notice described above, Career Bird’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes to this Agreement described in the notice.  Unless a shorter period is specified by Career Bird (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon renewal of Customer’s then-current Subscription Term or entry into a new Order.  If Career Bird specifies that the modifications to this Agreement will take effect prior to Customer’s next renewal or Order and Customer notifies Career Bird in writing at accounting@careerbird.ai of Customer’s objection to the modifications within thirty (30) days after the date of such notice, Career Bird (at its option and as Customer’s exclusive remedy) will either: (a) permit Customer to continue under the existing version of the Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect); or (b) allow Customer to terminate this Agreement and receive a pro-rata refund of any pre-paid Services subscription fees allocable to the terminated portion of the applicable Subscription Term.  Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the modified version of this Agreement becomes effective will constitute Customer’s acceptance of such modified version.
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   5. Export Controls; Government Rights.  Customer agrees that Customer will not, and will ensure that its Authorized Users will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Career Bird Technology or any technical information about the Career Bird Technology to any country for which such export or re-export is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other government entity as may have jurisdiction over such export or re-export.  Customer hereby represents and warrants that: (a) Customer is not located in 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; and (b) Customer is not listed on any U.S. Government list of prohibited or restricted parties.  The Career Bird Technology is deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable.  Any use, modification, reproduction release, performance, display or disclosure of the software and accompanying documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

Miscellaneous. This Agreement is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter. In the event of any conflict between the terms of an Order and the terms of the T&Cs, the terms of the T&Cs will apply unless the Order expressly indicates that a provision of the Order should supersede contrary language in the Agreement. No terms of any purchase order, acknowledgement or other form provided by Customer will modify this Agreement, regardless of any failure of Career Bird to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted hereof. Except as set forth in Section 7.4, this Agreement may only be amended in writing signed by both parties. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Notices to Customer may be dispatched in accordance with Section 7.4 or be sent to the address or e-mail address set forth on the Order. Notices to Career Bird shall be given in accordance with Section 7.4 or to legal@careerbird.ai. Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courier service, three (3) days after deposit in the mail, or upon confirmed dispatch if by e-mail. The relationship between the parties shall be that of independent contractors. Career Bird may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision.