Terms and Conditions

Welcome and thank you for your interest in AchillesHR, Inc. (“AchillesHR”). These Terms and Conditions (“Terms and Conditions”, together with any applicable Order Forms or exhibits, the “Agreement”) describes the relationship between AchillesHR and you (“Customer”) and the terms and conditions that apply to Customer’s use of (i) the website located at achilleshr.com and its subdomains and any of AchillesHR’s other websites on which a link to these Terms and Conditions appears (collectively, the “Website”), (ii) any mobile application(s) that AchillesHR offers subject to these Terms and Conditions (each, an “Application”), and (iii) the services, content, and other resources made available by AchillesHR via our Website or any Application, (collectively, with the Applications and Website, the “ AchillesHR Service”).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE ACHILLESHR SERVICE AND APPLIES TO ALL CUSTOMERS VISITING OR ACCESSING THE ACHILLESHR SERVICE. BY ACCESSING OR USING THE ACHILLESHR SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, CUSTOMER REPRESENTS THAT: (1) CUSTOMER HAS READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT, (2) CUSTOMER IS OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ACHILLESHR, (3) CUSTOMER IS NOT BARRED FROM USING THE ACHILLESHR SERVICE UNDER THE LAWS OF THE UNITED STATES, CUSTOMER’S PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) CUSTOMER HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF CUSTOMER IS ACCESSING OR USING THE ACHILLESHR SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ORDER FORM. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “CUSTOMER” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, CUSTOMER MAY NOT ACCESS OR USE THE ACHILLESHR SERVICE.

1. DEFINITIONS. Capitalized terms have the meaning set forth below or as defined within this Agreement.
   1. “AchillesHR Technology” means the AchillesHR Service, Performance Data, the Documentation, and all applicable software, data, or technical information used by AchillesHR or provided to Customer in connection with the foregoing. 
   2. “AI Tools” means certain third-party artificial intelligence and machine learning services or applications that are integrated into the AchillesHR Service, including without limitation, third-party large language models.
   3. “Applicable Privacy Laws” means, to the extent applicable to the AchillesHR Service, all worldwide data protection and privacy laws and regulations, including where applicable, the California Consumer Privacy Act Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”), the General Data Protection Regulation (“GDPR”), the e-Privacy Directive (Directive 2002/58/EC), and any U.S. state or national data protection laws as superseded, amended or replaced.
   4. “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving party knew or should have known, given the nature of the information and the circumstances of its disclosure, was considered confidential or proprietary. Excluding Customer Marks, Customer Content is Customer’s Confidential Information. 
   5. “Customer Content” means any content or information uploaded or transmitted to the AchillesHR Service by Customer or Users, including from Third-Party Services. Customer Content includes Customer Marks. Customer Content does not include Performance Data. 
   6. “Customer Marks” means Customer’s trademarks, tradenames, service marks, and logos.
   7. “Documentation” means all specifications, user manuals, and other technical materials relating to the AchillesHR Service that are provided or made available to Customer, and as may be modified by AchillesHR from time to time.
   8. “Fees” means the fees for the AchillesHR Service as set forth on an Order Form.
   9. “Order Form(s)” means an order form executed by the parties and referring to this Agreement which specifies the AchillesHR Service and applicable Fees.
   10. “Order Term” has the meaning given in Section 9.1.
   11. “Performance Data” means general performance and usage data about Customer’s use of the AchillesHR Service (such as technical logs). Performance Data does not include any Customer Content. 
   12. “Personal Data” has the meaning given in Applicable Privacy Laws. 
   13. “Term” has the meaning given in Section 9.1.
   14. “Third-Party Service” means any third-party service or application connected to, or integrated with, the AchillesHR Service by or on behalf of Customer.
   15. “User” means employees, agents and independent contractors who are authorized by Customer to access the AchillesHR Service pursuant to Customer’s rights under this Agreement.

• ACHILLESHR SERVICE; ACCESS; RESTRICTIONS. 
• Subscription to the AchillesHR Service. Subject to the terms and conditions of this Agreement, AchillesHR hereby grants to Customer a revocable, non-sublicensable, non-transferable (except as provided in Section 14.3), non-exclusive right to access and use the AchillesHR Service and accompanying Documentation solely for Customer’s internal business purposes. 

1. 1. 1. Access. Each User will be provided access to and use of the AchillesHR Service through unique and confidential account credentials. These credentials cannot be shared or used by more than one individual User to access the AchillesHR Service. Customer is responsible for maintaining the confidentiality of all Users’ account credentials and is solely responsible for all activities that occur under these User accounts. Customer will promptly notify AchillesHR of any actual or suspected unauthorized use or access to its account.

• Restrictions. Customer will not, and will not permit any User or other party to: (a) allow any third party to access the AchillesHR Technology except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the AchillesHR Technology for the benefit of any unauthorized third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the AchillesHR Service, except as permitted by law; (d) interfere in any manner with the operation of the AchillesHR Service or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the AchillesHR Service without prior authorization of AchillesHR; (e) attempt to access the AchillesHR Service through any unapproved interface; (f) modify, copy or make derivative works based on any part of the AchillesHR Technology; (g) access or use the AchillesHR Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (h) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of AchillesHR or its licensors on the AchillesHR Technology or any copies thereof; or (i) otherwise use the AchillesHR Technology in any manner that exceeds the scope of use permitted under Section 2.1 or in a manner inconsistent with applicable law, the Documentation, the Order Form or this Agreement. AchillesHR reserves the right to suspend Customer or any User’s access to the AchillesHR Service for any failure, or suspected failure, to comply with the foregoing conditions.
• Customer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. The Customer Content will not: (a) be deceptive, defamatory, obscene, pornographic or unlawful; (b) contain any sensitive personal information, including but not limited to personal financial or medical information (including any information regulated by the Health Insurance Portability and Accountability Act); (c) knowingly contain any viruses, worms or other malicious computer programming codes intended to damage the AchillesHR Service; or (d) violate the intellectual property, privacy, or other rights of any third party or violate any Applicable Privacy Laws. 
• THIRD-PARTY SERVICES. Customer may elect or be required to link certain Third-Party Services to the AchillesHR Service. Customer is responsible for enabling the integration of each Third-Party Service, and by doing so, Customer acknowledges that: (a) AchillesHR may access any Customer Content provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement, and (b) it is instructing AchillesHR to share Customer Content (including Personal Data where directed) with the providers of such Third-Party Services. Third-Party Services are not under the control of AchillesHR and AchillesHR is not responsible for any Third-Party Services. Customer’s use of the Third-Party Services are governed by the Customer’s agreement with providers of the Third-Party Services. Customer acknowledges and agrees that, for the purposes of Applicable Privacy Laws, AchillesHR and providers of any Third-Party Service are not processors or sub-processors of Personal Data with respect to each other. 
• USE OF AI TOOLS. 
• Use. The AchillesHR Service may include AI Tools. Customer may submit queries to the AI Tools (“Prompts”) and receive back outputs generated by the AI Tools in response to Customer’s Prompts (“Outputs”). Inputs and Outputs are both Customer Content. Notwithstanding anything else in the Agreement, AchillesHR may use Prompts and Outputs to train or improve the AI Tools. 
• DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT ACHILLESHR DOES NOT REPRESENT OR WARRANT THAT OUTPUTS WILL (A) BE FREE FROM THIRD-PARTY CONTENT OR (B) NOT INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. CUSTOMER ACKNOWLEDGES THAT THE ACHILLESHR SERVICE LEVERAGES THIRD-PARTY AI TOOLS AND THAT ACHILLESHR IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD ACHILLESHR LIABLE, FOR THE AI TOOLS. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE ACHILLESHR SERVICE AND OUTPUTS COMPLY WITH ALL APPLICABLE LAWS. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE ACHILLESHR SERVICE AND ANY OUTPUTS RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER’S SPECIFIC USE CASE.
• SUPPORT. Subject to the terms and conditions of this Agreement, AchillesHR will: (a) make the AchillesHR Service available in accordance with the service level set forth in Exhibit A, and (b) exercise commercially reasonable efforts to provide support to Customer for the use of the AchillesHR Service.
• FEES AND PAYMENT. Customer will pay AchillesHR the Fees set forth on an applicable Order Form. Fees are non-refundable and are not eligible for set off, except as expressly set out in this Agreement or an Order Form. Customer will pay the Fees within thirty (30) days of receipt of an invoice. Payments by Customer that are past due will be subject to interest at the rate of one and one-half percent (1½%) per month (or, if less, the maximum allowed by applicable law) of that overdue balance. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on AchillesHR’s income. AchillesHR reserves the right (in addition to any other rights or remedies AchillesHR may have) to suspend Customer’s access to the AchillesHR Service if any Fees set forth in the applicable Order Form are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information. 
• OWNERSHIP; DATA.
• AchillesHR Technology. Customer acknowledges that AchillesHR retains all right, title and interest in and to the AchillesHR Technology, and that the AchillesHR Technology is protected by intellectual property rights owned by or licensed to AchillesHR. Other than as expressly set forth in this Agreement, no license or other rights in the AchillesHR Technology are granted to the Customer. 
• Customer Content. Customer retains all right, title and interest in and to the Customer Content, including any enhancements, improvements or derivatives thereto. Customer hereby grants to AchillesHR a non-exclusive, worldwide, royalty-free and fully paid-up license during the Term to access and use the Customer Content: (a) to provide the AchillesHR Service and any accompanying support to Customer as set forth in this Agreement, and (b) on an aggregated and de-identified basis to improve the AchillesHR Service, provided that the license grant in subpart (b) will be perpetual and irrevocable. 
• Performance Data. AchillesHR may generate Performance Data to operate, improve, analyze, and support the AchillesHR Service and for other lawful business purposes.
• Feedback. Customer hereby grants AchillesHR a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the AchillesHR Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the AchillesHR Service. AchillesHR will not identify Customer as the source of any such feedback.
• Data Security. During the Term, AchillesHR will implement and maintain appropriate administrative, technical and physical measures to safeguard against unauthorized access to or use or disclosure of any Customer Content. Customer and its Users will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other usernames and passwords required in order to access the AchillesHR Service. 
• Privacy. Without limiting other obligations hereunder, each party will comply with all Applicable Privacy Laws in the performance of their respective obligations under this Agreement, including with respect to the processing of Personal Data.
• Publicity. AchillesHR may use Customer’s name and Customer Marks to identify Customer as a customer, including on AchillesHR’s website, social media and in sales and marketing materials, in the same manner in which it uses the names of its other customers. AchillesHR will use Customer Marks in accordance with Customer’s applicable branding guidelines and AchillesHR may not use Customer’s name or Customer Marks in any other way without Customer’s prior written consent.
• CONFIDENTIAL INFORMATION. 
• Restrictions. As a recipient of Confidential Information, each party agrees that it will (a) use the Confidential Information of the disclosing party only as set forth in this Agreement, (b) not disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement, (c) limit access to the Confidential Information of the disclosing party to its employees and contractors who have a need to know such information to use or provide the AchillesHR Service, and ensure that such employees or contractors are bound by confidentiality obligations at least as protective as those contained herein, and (d) protect the Confidential Information of the disclosing party from unauthorized use, access, or disclosure in a reasonable manner.
• Exclusions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information which (a) is or becomes generally known and available to the public through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession without confidentiality restrictions prior to disclosure by the disclosing party, (c) is received without a confidentiality restrictions from a third party with the right to make such a disclosure, or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party will, if permitted by law, provide advance notice of the disclosure to the disclosing party and cooperate so that the disclosing party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.
• TERM AND TERMINATION. 
• Term. The term of this Agreement will commence on the effective date set forth in the Order Form and continue until all Order Forms have expired, unless terminated earlier in accordance with the terms of this Agreement (the “Term”). Unless otherwise set forth in an Order Form, each Order Form will have an initial term of one (1) year and will automatically renew for successive one (1) year terms (together, the “Order Term”), unless either party provides no less than thirty (30) days written notice of its intent to terminate the Order Form prior to the end of the then-current term. 
• Termination. Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach, or (b) the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement, or (iii) makes an assignment for the benefit of its creditors.
• Effect of Termination. Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer hereunder will immediately terminate and Customer will cease use of the AchillesHR Service and Documentation. Termination of this Agreement will not relieve Customer of its obligation to pay all Fees that accrued prior to such termination. Each party will return to the other or destroy all property (including any Confidential Information) of the other party. Notwithstanding the foregoing, each party may retain the Confidential Information of the other in accordance with its standard backup procedures, subject to the requirements in Section 7.5 (Data Security). Sections 1, 3, 4, 5, 6, 7 (excluding any term-limited license grants), 8, 9.2, 9.3, and 10-14 will survive the termination of this Agreement.
• CUSTOMER WARRANTY. Customer represents and warrants that it has all rights necessary to upload and use the Customer Content with the AchillesHR Service and to grant AchillesHR all licenses to Customer Content in this Agreement without violating any third-party intellectual property, privacy or other rights, including Applicable Privacy Laws.
• ACHILLESHR WARRANTY; DISCLAIMER. 
• Limited Warranty. During the Term, AchillesHR warrants that the AchillesHR Service, when used in accordance with the Documentation and the terms of this Agreement, will operate as described in the Documentation in all material respects. If Customer notifies AchillesHR of any breach of the foregoing warranty, AchillesHR will, as Customer’s sole and exclusive remedy, use commercially reasonable efforts to repair and fix the non-conforming service. 
• DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE ACHILLESHR TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) ACHILLESHR AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR INFRINGEMENT. ACHILLESHR DOES NOT WARRANT OR REPRESENT THAT THE ACHILLESHR TECHNOLOGY WILL BE FREE FROM BUGS OR UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE ACHILLESHR TECHNOLOGY IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ACHILLESHR IS NOT LIABLE, AND CUSTOMER AGREES IT WILL NOT SEEK TO HOLD ACHILLESHR LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH CUSTOMER.
• INDEMNITY. 
• By AchillesHR. If any action is instituted by a third party against Customer based upon a claim that the AchillesHR Technology, as delivered and when used in accordance with this Agreement, infringes any third party’s intellectual property rights, AchillesHR will defend such action at its own expense on behalf of Customer and will pay all damages attributable to such claim that are finally awarded against Customer or paid in settlement. The foregoing indemnification obligation does not apply to alleged infringement or misappropriation arising from Outputs. If the AchillesHR Technology is enjoined or, in AchillesHR’s determination is likely to be enjoined, AchillesHR will, at its option and expense (a) procure for Customer the right to continue using the AchillesHR Technology, (b) replace or modify the AchillesHR Technology so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Customer’s access to the AchillesHR Technology and refund any amounts previously paid for the AchillesHR Technology attributable to the remainder of the then-current Order Term. AchillesHR will have no obligation under this section or otherwise with respect to any infringement claim based upon: (i) any use of the AchillesHR Technology not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the AchillesHR Technology in combination with other products, equipment, software or data not supplied by AchillesHR, including Third-Party Services; or (iii) any modification of the AchillesHR Technology by any person other than AchillesHR or its authorized agents. This Section sets forth the entire obligation of AchillesHR and the exclusive remedy of Customer against AchillesHR for any claim that the AchillesHR Technology infringes a third party’s intellectual property rights.
• By Customer. If any action is instituted by a third party against AchillesHR relating to Customer’s breach or alleged breach of Section 2.3 or any claim arising out of Customer Content submitted to the AchillesHR Service, Customer will defend such action at its own expense on behalf of AchillesHR and will pay all damages attributable to such claim which are finally awarded against AchillesHR or paid in settlement of such claim. This subsection states the sole and exclusive remedy of AchillesHR and the entire liability of Customer for claims and actions brought by third parties as described herein.
• Procedure. Any party that is seeking to be indemnified under the provision of this Section 12 (the “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), (b) give the Indemnifying Party the sole control over the defense of such Claim, and (c) reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense. The Indemnifying Party will not agree to any settlement that requires the Indemnified Party to admit to fault or to take or refrain from taking any action without the Indemnified Party’s prior written consent. 
• LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL ACHILLESHR OR CUSTOMER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO EVENT WILL ACHILLESHR’S OR CUSTOMER’S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY ACHILLESHR FROM CUSTOMER PURSUANT TO THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO PAYMENT AND INDEMNITY OBLIGATIONS, OR LIABILITIES THAT CANNOT BE LIMITED BY LAW. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.
• GENERAL PROVISIONS. 
• Governing Law. This Agreement will be governed by, and all disputes arising under or in connection with this Agreement will be resolved in accordance with, the laws of New York, New York, United States of America, exclusive of conflict or choice of law rules.
• Dispute Resolution. All disputes arising out of or in connection with this Agreement, including any question regarding its formation, existence, validity or termination, will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) (the “Arbitration Rules”) by one or more arbitrators appointed in accordance with the said Arbitration Rules. The seat, or legal place, of the arbitration will be New York, New York, United States of America. The language of the arbitration will be English. Except as otherwise specifically limited in this Agreement, the arbitral tribunal will have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief. Each party retains the right to apply to any court of competent jurisdiction for interim and/or conservatory measures, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed incompatible with, or a waiver of, this agreement to arbitrate. The existence and content of the arbitral proceedings and any rulings or awards will be kept confidential by the parties and members of the arbitral tribunal except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, (ii) with the consent of all parties, (iii) where needed for the preparation or presentation of a claim or defense in this arbitration, (iv) where such information is already in the public domain other than as a result of a breach of this clause, or (v) by order of the arbitral tribunal upon application of a party. The arbitration award will be final and binding on the parties, and the parties undertake to carry out any award without delay. The parties will be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made. Judgment on the award may be entered in any court of competent jurisdiction.
• Assignment. Neither party may assign this Agreement, including any rights or obligations arising hereunder, without the prior written consent of the other, except that either party may assign this Agreement upon notice to the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement will be binding upon each party’s respective permitted successors and assigns.
• Order of Precedence. In the event of a conflict between the Terms and Conditions, an Order Form, or an exhibit to the Agreement, the following order of precedence will govern: the Terms and Conditions, an Order Form (as applicable), and then the other exhibits, if any. Notwithstanding the foregoing, an Order Form will take precedence over the Terms and Conditions if the Order Form expressly states which sections of these Terms and Conditions are intended to be superseded by the Order Form.
• Notices. Any notice under this Agreement must be given in writing to the other party at the email or physical address set forth on an Order Form. Notices will be deemed to have been given upon: (a) receipt (or when delivery is refused) if delivered in person or sent by recognized courier service, or (b) delivery is sent by email.
• Subcontractors. Customer agrees that AchillesHR may subcontract certain aspects of the AchillesHR Service to qualified third parties, provided that any such subcontracting arrangement will not relieve AchillesHR of any of its obligations hereunder.
• Force Majeure. Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outages any other event beyond the control of such party (collectively, a “Force Majeure Event”), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. 
• Export. Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from AchillesHR, or any products utilizing such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the AchillesHR Service provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. Customer further represents that (i) 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 (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. Customer acknowledges and agrees that products, services or technology provided by AchillesHR are subject to the export control laws and regulations of the United States, agrees to comply with these laws and regulations, and agrees that it will not, without prior U.S. government authorization, export, re-export, or transfer AchillesHR products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Miscellaneous. This Agreement (as modified by the parties from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. Only a written amendment signed by both parties may modify this Agreement. This Agreement may be executed in counterparts, which taken together will form one legal instrument. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. There are no third-party beneficiaries to the Agreement.