TERMS OF SERVICE

By accepting this agreement, signing an order form referencing these Terms of Service, or using any Stafferin services, you agree to all the terms and conditions outlined here. If you're accepting on behalf of a company or organization, you confirm that you have the authority to bind that entity and its affiliates to these terms. This agreement is fully enforceable as a written contract signed by an authorized representative of your company.

These User Terms of Service ("User Terms") govern your access to and use of Stafferin’s products and services ("Stafferin Services") as an Authorized User. By using Stafferin Services, you agree to these User Terms, which constitute a legally binding contract between you and Stafferin. You are required to comply with the latest version of Stafferin’s Acceptable Use Policy, which is incorporated into these User Terms. Your continued use of Stafferin Services after any changes to the User Terms or the Acceptable Use Policy indicates your acceptance of the updated terms.

Stafferin reserves the right to update these Terms of Service at any time. If changes are made, we will notify you via the email address on file at least 30 days before the changes take effect. If you do not object in writing within that period, you will be deemed to have accepted the changes. If you disagree with the updated terms, your only recourse is to terminate the agreement immediately. In such cases, no refunds will be issued for any fees already paid.

Stafferin provides the Services on an "as is" and "as available" basis, without any warranties or guarantees of any kind.

You must comply with Stafferin’s Acceptable Use Policy and any additional policies set by the Customer. If you witness any inappropriate behavior, you are encouraged to report it to your employer.

These User Terms remain in effect until the Customer’s subscription expires, your access to Stafferin Services is terminated by the Customer, or Stafferin ends your access. Stafferin retains the right to terminate your access at any time for any reason, without liability.

Liability Limitation:

• Stafferin shall not be liable for any lost profits, revenues, indirect, special, incidental, or punitive damages, even if you have been advised of the possibility of such damages.
• To the fullest extent permitted by law, all liability is limited, and in cases where consumer protections cannot be excluded, Stafferin’s maximum liability is capped at $50 CAD.
• These limitations apply to all claims, regardless of the form of action, and will not apply only where prohibited by law or where equitable relief is being sought.

Intended Use:

• Stafferin Services are strictly for business use. Any use for consumer purposes is entirely at your own risk and Stafferin disclaims all liability in connection with such use. To the maximum extent allowed by law, consumer protection laws do not apply to the use of Stafferin Services.

Changes to Terms:

• Stafferin reserves the right to modify these User Terms or the Acceptable Use Policy at any time, with or without notice. If any material changes are made, Stafferin may notify you before they take effect, but it is your responsibility to stay informed of updates. By continuing to use Stafferin Services after any changes, you agree to the updated terms without exception.

Dispute Resolution and Class Action Waiver:

• Any dispute related to these User Terms will be resolved through binding arbitration, to the maximum extent permissible. By using Stafferin Services, you agree to waive your right to sue in court, including the right to participate in any class action lawsuits. Arbitration will be administered by a service chosen by Stafferin, and the arbitrator's decision will be binding and enforceable in any court with jurisdiction. Opting out of this arbitration agreement is only possible within 30 days of accepting the User Terms.

Entire Agreement:

• These User Terms, along with any referenced policies, constitute the complete and exclusive agreement between you and Stafferin. In the event of any conflict between these User Terms and the Contract, the Contract will take precedence. Stafferin retains the right to update or modify these terms at any time to protect its interests and ensure clarity.

1. Definitions

Affiliate: Any parent, subsidiary, or entity that controls, is controlled by, or is under common control with a party. "Control" is defined as direct or indirect ownership of 50% or more of the shares or having the authority to control the entity. Stafferin has sole discretion to determine the existence of control.

Agreement: These Terms of Service, including any referenced external policies, and any Order Forms executed by the parties. Stafferin reserves the right to amend this Agreement at any time, and such amendments will be binding once communicated to the Customer.

API: The Stafferin Application Programming Interface, through which you may access the Services. Stafferin retains full rights to modify or revoke access to the API at its sole discretion.

Authorized Users: Individuals permitted by the Customer, such as employees, third-party consultants, contractors, and service providers, who may access and use the Stafferin Services or Mobile Application. All Authorized Users must comply with Stafferin's terms, and any misuse will be the sole responsibility of the Customer.

Customer: The entity or individual identified in the Order Form. Customer acknowledges that it is fully responsible for compliance with this Agreement and any actions or omissions by its Authorized Users.

Customer Data: All data and information that the Customer or its Authorized Users load, transmit, or enter into the Stafferin Services by any means. Stafferin assumes no liability for the integrity, accuracy, or legality of Customer Data, and reserves the right to remove or restrict access to Customer Data if deemed necessary.

Intellectual Property Rights: (a) All proprietary rights under various laws, including but not limited to: (i) Patent law (ii) Copyright law (including moral rights) (iii) Trademark law (iv) Design patent or industrial design law (v) Semiconductor chip, mask work, or integrated circuit topography law (vi) Any other statutory or common law applicable to this Agreement, including trade secret law.

(b) Any applications, registrations, licenses, sublicenses, agreements, or evidence of rights under the above-mentioned laws.

(c) All licenses, waivers, and benefits of those waivers, including future income, proceeds, and rights to damages or profits from any infringement or violation of these intellectual property rights. All intellectual property developed or provided by Stafferin, including improvements and modifications, remain the sole property of Stafferin.

Mobile Application: Any mobile application for iOS or Android provided by Stafferin for use with its Services. Stafferin reserves the right to modify, update, or discontinue the Mobile Application at its sole discretion without prior notice.

Order Form: A written document labeled as an "Order Form" that specifies the Services and Professional Services to be provided, the fees to be paid, and incorporates the terms of these Terms of Service. This document must be signed by both parties to be binding. Stafferin retains the right to reject or modify any terms in the Order Form that conflict with this Agreement.

Personal Information: Any information about an identifiable individual. Stafferin reserves the right to collect, use, and disclose Personal Information as outlined in its Privacy Policy, and any disputes regarding Personal Information will be resolved in favor of Stafferin’s policies.

Professional Services: Any consulting, implementation, training, or other professional services provided by Stafferin to the Customer, as described in an Order Form. Stafferin reserves the right to define the scope and timing of these services and may modify or withhold services at its discretion.

Related Systems: Any systems owned, operated, or managed by the Customer, including but not limited to computers, web browsers, operating systems, firewalls, email servers, LDAP servers, portals, networks, third-party software, internet connections, or any other equipment or software that connects to or affects the Stafferin Services. Stafferin is not responsible for the functionality, security, or performance of any Related Systems, and any issues arising from them are solely the responsibility of the Customer.

Services: The services provided by Stafferin to the Customer and its Authorized Users via the websites, API, or other means, as detailed in the applicable Order Form. Stafferin reserves the right to modify, restrict, or terminate access to the Services at its sole discretion and without liability.

Sites: Any websites owned or used by Stafferin to provide the Services. Stafferin retains full control over the content, functionality, and availability of the Sites and may change or discontinue the Sites at any time without notice.

Third-Party Providers: Third parties that Stafferin may use or make available to offer services, software, or equipment related to or connected with the Services, or that work in conjunction with the Services. Stafferin is not liable for the performance, reliability, or security of any Third-Party Providers and may replace or discontinue such providers at its sole discretion.

Stafferin: The Stafferin company identified in the "Contracting Entity, Notices, Governing Law, and Venue" section of this Agreement. Stafferin reserves the right to transfer or assign its rights and obligations under this Agreement to any of its affiliates or successors without Customer consent.

Stafferin Technology: The Services, Stafferin software powering the Services, any deliverables, related and underlying technology, and documentation, as well as all derivative works, modifications, or improvements of any of the above. All rights, title, and interest in Stafferin Technology remain the sole property of Stafferin. Customer acknowledges that it has no ownership rights in any Stafferin Technology and that any use of such technology is solely at the discretion of Stafferin.

2. Services and Professional Services; Restrictions

2.1 Services

Subject to your strict compliance with the terms of this Agreement, Stafferin will provide the Services and Mobile Application to you and your Authorized Users during the agreed term. Stafferin reserves the right to determine which features or functionality are accessible, and some features may only be available through specific methods, such as via the API. Access to Services is at Stafferin's sole discretion, and Stafferin may limit or restrict features as necessary.

2.2 Modifications to the Services

Stafferin may, at its sole discretion, modify, enhance, or discontinue any aspect of the Services or Mobile Application at any time, with or without notice, provided such changes do not materially degrade core functionality. You are required to accept and implement any patches, bug fixes, or updates that Stafferin deploys. Failure to do so may result in the suspension or termination of your access to the Services, without liability on the part of Stafferin.

2.3 Suspension of Services

Stafferin reserves the right to suspend or terminate your or your Authorized Users' access to the Services or Mobile Application at any time, with or without notice, under the following conditions:

• For scheduled or emergency maintenance
• If you or any Authorized User violates any term of this Agreement
• To address urgent security concerns or to protect the integrity of the Services

Stafferin will not be liable for any consequences arising from such suspension or termination, and you agree to hold Stafferin harmless from any claims or damages resulting from these actions.

2.4 Professional Services

Stafferin will make reasonable efforts to provide the Professional Services described in an Order Form, but reserves the right to adjust the scope, timing, and delivery of such services at its discretion. Stafferin's obligation to deliver Professional Services is contingent upon your compliance with this Agreement and any other requirements stated in the Order Form.

2.5 Restrictions on Use of Services

You and your Authorized Users must adhere to the following restrictions:

• You are prohibited from sub-licensing, selling, renting, lending, leasing, or distributing the Services, Mobile Application, or any related Intellectual Property in any manner, except as explicitly permitted in this Agreement.

• You may not use the Services or Mobile Application for timesharing, service bureau use, or other commercial exploitation unless expressly agreed upon in writing by Stafferin. Stafferin retains the right to revoke such permissions at any time.
• You must not use or access the Services or Mobile Application in violation of any applicable laws, regulations, or Intellectual Property rights. Any such violation will result in immediate termination of access, with no liability to Stafferin.
• You are prohibited from using the Services or Mobile Application in any way that could threaten the security, functionality, or integrity of the Services. Any such misuse will result in immediate suspension or termination of your access, and you will be held liable for any damages resulting from such actions.

2.6 Restrictions on Customer Data

You, and anyone you permit, must strictly adhere to the following restrictions regarding the use of the Services or Mobile Application to create, collect, transmit, store, use, or process any Customer Data:

(a) Malicious Code: You must not transmit, store, or process any data that contains viruses, worms, malicious code, or any software designed to harm, alter, or disrupt computer systems or data. Any such activity will result in immediate termination of access and potential legal action.

(b) Legal Rights: You must ensure that you have the legal right to create, collect, transmit, store, use, or process all Customer Data. Stafferin assumes no responsibility for verifying the legality of your data, and any unauthorized use will result in the suspension of Services.

(c) Regulated Data: You must not use the Services to handle any data that is subject to specific regulations or laws imposing stricter requirements, or any data where unauthorized use or disclosure could cause significant harm to Stafferin, its third-party providers, or others. Stafferin reserves the right to remove or restrict access to such data at its discretion.

(d) Compliance with Laws: You must not process any data that violates any applicable laws or infringes on the intellectual property rights or other rights of any third party, including moral rights, privacy rights, or rights of publicity. Stafferin will hold you fully liable for any breaches of this provision.

2.7 General Restrictions

You, and anyone you permit, must comply with the following restrictions:

(a) No Modification: You are strictly prohibited from modifying the Services or Mobile Application in any way. Any unauthorized modification will result in immediate termination of access and potential legal action.

(b) No Reverse Engineering: You must not reverse engineer, decompile, disassemble, or attempt to obtain the source code or non-public APIs of the Services or Mobile Application, except as explicitly allowed by law and only with advance written notice to Stafferin. Any breach of this restriction will result in severe penalties.

(c) Proprietary Notices: You must not remove or obscure any proprietary notices or labels on the Services or Mobile Application, including brand, copyright, trademark, and patent notices, unless you have explicit authorization from Stafferin. Any unauthorized alteration will lead to immediate suspension of access.

(d) No Competing Products: You are prohibited from using the Services or Mobile Application to build or enhance any competing product or service. Stafferin reserves the right to terminate access and take legal action if this restriction is violated.

(e) No Security Testing: You must not conduct any vulnerability, penetration, or similar testing of the Services or Mobile Application without explicit authorization from Stafferin. Unauthorized testing will result in immediate termination of access and potential legal consequences.

(f) Permitted Use Only: You must only use the Services, Professional Services, or Mobile Application for purposes explicitly allowed by this Agreement. Any use outside of the permitted scope will result in immediate termination of access and potential liability.

3. Customer Acknowledgements and Obligations Regarding the Services

3.1 Services Are Not a Substitute for Customer Judgment and Experience

You acknowledge that the Services provided by Stafferin are solely intended to support your performance of security services. They are not a substitute for your independent judgment or professional expertise in conducting those services. Stafferin Services are not designed to replace emergency or law enforcement responses, and any reliance on the Services as a substitute is at your own risk.

You are fully responsible for:

• (a) Selecting the Appropriate Services: You must choose the appropriate Services (including deciding whether to use the API) that align with your intended outcomes. Stafferin will not be held liable for your choices.
• (b) Decision-Making: All decisions based on results generated by the Services are your sole responsibility. Stafferin assumes no responsibility for the outcomes of such decisions.

You understand and agree that neither Stafferin nor any third-party providers are offering legal, accounting, tax, or other professional advice through the Services. You must not rely on Stafferin for guidance on laws, regulations, or professional matters. It is your responsibility to verify the accuracy of all calculations and determinations made using the Services. If you require legal, accounting, tax, or other expert advice, you should consult with a qualified professional.

To the maximum extent permitted by law, you agree to fully indemnify and hold Stafferin harmless from any claims, demands, or liabilities arising from your use of the Services, including but not limited to claims made by your employees or former employees. Stafferin will not be held liable for any such claims under any circumstances.

3.2 Access to the Services

Stafferin will provide access to the Services for your Authorized Users as specified in the applicable Order Form. Access will be granted through Stafferin's websites, API, or other methods, using usernames and passwords assigned by Stafferin. You agree that you will not transfer these credentials to anyone who is not authorized to access the Services.

You may assign usernames and passwords to your Authorized Users, as described in Section 3.8. However, you must regularly change all passwords used to access the Services to maintain security. If you become aware that an unauthorized third party has gained access to a password, you must notify Stafferin immediately and take prompt action to change the password. Stafferin assumes no responsibility for any consequences resulting from unauthorized access if you fail to act swiftly.

You are solely responsible for terminating the access of any users who are no longer authorized to use the Services. Failure to do so may result in security breaches, and you will be held liable for any damages resulting from such breaches.

3.3 Customer Data

You agree that you are solely responsible for entering and managing your Customer Data within the Services. Stafferin is not liable for any errors or omissions in the data you provide. If you require assistance with data entry, you may purchase Stafferin’s Professional Services at an additional cost. However, the responsibility for the accuracy and integrity of your Customer Data remains entirely with you. Stafferin assumes no responsibility for verifying or correcting your data.

You also agree to collect, maintain, and handle all Customer Data in full compliance with all applicable data privacy and protection laws, rules, and regulations. Any failure to comply with these obligations is solely your responsibility. Specifically, you must:

• (a) Verify Data Accuracy: You are responsible for ensuring that all Customer Data processed through the Services is accurate. Stafferin will not be held liable for any inaccuracies or errors in the data.
• (b) Perform Standard Procedures: You are required to perform all standard procedures within the Services, such as end-of-period processing, imports, exports, and file transfers. Stafferin assumes no responsibility for performing these tasks on your behalf or for any issues arising from your failure to do so.

3.4 API

If you access the Services through the API, you agree to be bound by Stafferin's "API Terms of Use," which can be found at https://www.stafferin.com/api-terms and are incorporated by reference into this Agreement. Stafferin reserves the right to modify these terms at any time, and your continued use of the API constitutes acceptance of any changes. Stafferin may revoke or limit your API access at its discretion, with or without notice, and assumes no liability for any consequences arising from such actions.

3.5 Third-Party Technology

You acknowledge and accept that the Services and Mobile Application may require the use of, and integrate with, certain third-party technologies, including but not limited to Google Maps. You agree to comply with the license terms for all third-party technologies used in conjunction with the Services. Specifically, your use of Google Maps is subject to the current Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html and the Google Privacy Policy at https://policies.google.com/privacy, both of which are incorporated by reference into this Agreement.

Stafferin is not responsible for the performance, reliability, or security of any third-party technology integrated with the Services. You agree that any issues arising from such third-party technology are solely your responsibility. Stafferin may update, replace, or discontinue any third-party integrations at its discretion, and you agree to comply with any changes without recourse against Stafferin.

Additionally, licensed third-party technology may include APIs provided by third parties that facilitate integrations between the Services and third-party software you use to manage your business. By using these integrations, you agree to comply with the applicable third-party terms and conditions, and you assume full responsibility for any risks associated with such integrations.

3.6 Related Systems

You acknowledge that you are solely responsible for separately obtaining or licensing the necessary devices (such as desktop computers, cell phones) and any related systems needed to access the Services and Mobile Application. It is your responsibility to manage, configure, and maintain all related systems to ensure they function properly and are kept up to date as required to use the latest versions of the Services and Mobile Application. Stafferin assumes no liability for any damages, reduced functionality, or disruptions to the Services or Mobile Application caused by outdated, unsupported, or improperly configured related systems. Stafferin’s technical support does not extend to related systems or any issues within the Services caused by such systems.

If Stafferin identifies that the root cause of a problem is due to modifications you made or an issue with your related systems, Stafferin will notify you. If you request additional assistance, Stafferin may provide it at its discretion, and any time spent will be billed to you on a time and materials basis at Stafferin's current rates.

3.7 Security

You agree that you are fully responsible for acquiring and maintaining the technology and procedures necessary to secure your internet connection. Stafferin will implement reasonable security procedures that meet industry standards to protect your data from unauthorized access (the "Security Standard"). As long as Stafferin complies with the Security Standard, Stafferin will not be held liable for:

• (a) Unauthorized Access: Any data or transmissions accessed by third parties through illegal means.
• (b) Exploited Vulnerabilities: Any data or transmissions accessed through the exploitation of security gaps or flaws that were unknown to Stafferin at the time, or any other matters beyond its control.

If Stafferin becomes aware of unauthorized access to your data, it will notify you promptly and take diligent steps to remedy the breach. However, if notification to affected individuals is required, you are solely responsible for handling those notifications and covering any associated costs.

3.8 Technical Contact

You agree to designate one of your employees as the primary technical contact for all communications with Stafferin regarding technical issues under this Agreement. You may change this technical contact at any time by providing written notice to Stafferin. Stafferin is not responsible for delays or issues arising from your failure to designate or update this contact in a timely manner.

3.9 User Accounts

Upon your request, and unless otherwise specified in the Order Form, Stafferin will provide you with one superintendent account and one or more administrator accounts (collectively, the "Administrator Accounts"). These accounts allow you to create end-user accounts ("Customer User Accounts") for employees and independent contractors who require access to the Services through the Mobile Application (collectively, “Authorized Users”).

You are responsible for ensuring that Authorized Users only access the Services using their assigned Customer User Accounts and do not share their accounts with others. Any unauthorized sharing or misuse of accounts is strictly prohibited and may result in the suspension or termination of access without liability to Stafferin. You are solely responsible for managing and securing all user accounts, and any issues arising from misuse or failure to comply with these terms will be your responsibility.

3.10 Responsibility for Authorized Users

You are solely responsible for identifying, authenticating, and managing all Authorized Users, ensuring their full compliance with this Agreement, and monitoring their use or misuse of the Services or Mobile Application. Any unauthorized use of the Services or Mobile Application, whether actual or suspected, must be promptly reported to Stafferin. You agree to indemnify and hold Stafferin harmless from any claims, damages, or liabilities arising from unauthorized use, including by anyone who is not an Authorized User.

Stafferin reserves the right, at its sole discretion, to suspend, deactivate, or replace any Administrator Account or Customer User Account if there is any suspicion that the account has been used for unauthorized purposes. Stafferin assumes no liability for any consequences arising from such actions.

4. Technical Support and Backups

4.1 Technical Support

Stafferin will provide basic technical support as outlined at https://www.stafferin.com/help/ at no additional charge. However, if additional Professional Services are required for the proper use or operation of the Services, or if you request other Professional Services beyond the scope of basic support, these will be provided under a new Order Form agreed upon by both parties. Unless explicitly stated otherwise in the Order Form, all Professional Services will be provided on a Time and Materials (T&M) basis, which means:

• (a) Charges: You will be responsible for paying Stafferin for all time spent performing these Professional Services, including any travel time, plus the cost of materials, taxes, and reimbursable expenses. Stafferin will charge you at its current standard rates, which will be specified in the Order Form. You agree that any estimates provided are for budgeting and scheduling purposes only and are not binding. If the cost exceeds the estimate, Stafferin will continue to provide services on a T&M basis until your needs are met.
• (b) Invoicing and Payment: Stafferin will invoice you for T&M Professional Services on a monthly basis, and all charges are payable upon receipt of the invoice. Stafferin reserves the right to suspend or terminate services if payment is not made promptly. Additionally, Stafferin may require a non-refundable fee or cost deposit before beginning any Professional Services, at its sole discretion.

Stafferin is under no obligation to provide additional services if payments are not made in a timely manner, and any delays in service due to non-payment will be the responsibility of the Customer.

4.2 Backups

Stafferin will provide daily incremental backups ("Daily Backups") of your Customer Data at no additional charge, using Stafferin's proprietary technology. These backups are encrypted and stored off-site in multiple secure facilities for emergency purposes. However, Stafferin assumes no liability for any data loss or corruption that occurs during or after the backup process. Daily Backups will be retained for a maximum of ten (10) days, after which they will be permanently deleted without further notice to you. It is your responsibility to ensure that your data is adequately backed up within this timeframe.

5. Term and Termination of Agreement

5.1 Term

This Agreement begins on the Effective Date specified in the Order Form and will continue for the period listed in the Order Form (the “Initial Term”). The Initial Term will automatically renew for the period specified in the Order Form (the “Renewal Term”) unless either party provides written notice of intent not to renew at least sixty (60) days before the end of the current term, or as otherwise specified in the Order Form. Stafferin reserves the right to adjust the terms and pricing for any Renewal Term. Both the Initial Term and any Renewal Term are collectively referred to as the “Term” in this Agreement.

5.2 Termination for Cause

If either party fails to comply with any material terms of this Agreement, including but not limited to the Customer's failure to pay any fees owed to Stafferin, the non-defaulting party may terminate the Agreement, including any associated Order Forms, by providing fifteen (15) days’ written notice specifying the breach. If the breach is remedied within the notice period, the Agreement will continue. However, Stafferin reserves the right to terminate the Agreement immediately if the breach poses a significant risk to Stafferin's operations, reputation, or security.

5.3 Effects of Termination

Upon termination of the Agreement for any reason:

• (a) Immediate Cessation: You must immediately cease all access to, use of, and receipt of the Services and Mobile Application under any outstanding Order Forms. Continued use after termination will result in legal action.
• (b) Revocation of Rights: All rights and licenses granted to you under this Agreement will be immediately revoked, and Stafferin may take action to prevent further access to the Services.
• (c) Return of Property: Within 30 days of termination, you must return any and all Stafferin property in your possession or control, including all copies and related materials. Failure to do so may result in legal consequences.

All provisions of these Terms of Service that should survive termination, such as intellectual property rights, disclaimers, indemnification, and limitations of liability, will remain in effect indefinitely.

5.5 Transition Services

Upon termination of the Agreement, you will lose all rights to access or use the Services. Within ninety (90) days of termination, Stafferin will, upon your written request, either return or delete any Customer Data remaining in its systems. If no such request is made within the ninety (90) day period, Stafferin may permanently delete the Customer Data without any liability. Additionally, Stafferin will only provide transition services if both parties mutually agree upon a Statement of Work added to an Order Form. Such services will be provided at Stafferin's discretion and may incur additional charges.

6. Fees

6.1 Fees

You agree to pay Stafferin all fees and charges outlined in each Order Form (the “Fees”) according to the payment terms specified. Any purchase orders you issue are solely for your internal purposes, and Stafferin explicitly rejects any terms within the purchase order that conflict with this Agreement or the Order Form. This does not, in any way, limit Stafferin's right to collect the Fees owed:

• (a) Internal Use Only: Any purchase order you issue is for your internal use, and its terms do not modify or supersede this Agreement or the Order Form.
• (b) Fee Collection: Stafferin’s right to collect Fees is not impacted by the issuance of a purchase order.
• (c) Full Coverage: The purchase order must cover the total Fees listed in the Order Form.
• (d) Invoicing Reference: If requested, Stafferin will reference the purchase order number on invoices, provided you supply the purchase order number at least ten (10) business days before the invoice date.

All Fees, including subscription and usage fees as specified in the Order Form, are non-refundable unless otherwise noted. Stafferin is under no obligation to issue refunds or credits for unused services, partial months, or in connection with any downgrade, cancellation, or termination of services.

6.2 Annual Automatic Increase to Fees

On each annual anniversary of the Agreement following the Effective Date (as specified in the Order Form), the Fees for the Services and Professional Services will automatically increase by 10% or the increase in the Consumer Price Index (CPI) in the US or EU, whichever is higher. This increase is non-negotiable and will apply regardless of any other terms or agreements.

6.3 Taxes; Currency

The Fees and other amounts payable under this Agreement do not include any applicable taxes (such as sales, use, excise, GST, HST, value-added, or other taxes). These taxes will be added to the total amount due at the time of payment, and you are solely responsible for paying them. The currency for the Fees will be specified in the Order Form, and you agree to make all payments in that currency.

6.4 Invoicing and Payment

Stafferin will invoice you according to the terms specified in the Order Form. All payments are due upon receipt of the invoice unless otherwise agreed upon. Any delays in payment may result in suspension of services or additional late fees.

6.5 Payment Due

(a) Payment Due: All invoiced amounts are due upon receipt. Late payments may result in suspension or termination of services, and Stafferin reserves the right to apply late fees.

(b) Payment Method: All payments should be made by electronic funds transfer (EFT), as specified in the Order Form, such as via credit card or Automated Clearing House (ACH). You are responsible for ensuring that your payment method is up to date and valid.

If you provide credit card information, you authorize Stafferin to automatically charge the card for all Services listed in the Order Form for both the Initial Term and any Renewal Term. These charges will be made in advance, either annually or based on the billing frequency stated in the Order Form. If payment is to be made by another method, Stafferin will invoice you in advance as specified in the Order Form. Failure to pay promptly may result in the suspension or termination of services without notice, and any associated costs or fees will be your responsibility.

6.6 Additional Users

If your use of the Services exceeds the allocated number of Authorized Users specified in the Order Form, or if your usage otherwise requires additional fees, you will be billed for the extra usage. You agree to promptly pay these additional fees according to the terms outlined in this Agreement. Alternatively, if you anticipate ongoing additional usage, you may purchase rights for additional Authorized Users by entering into a new Order Form with Stafferin. Any new Order Form will align with the existing Order Form's end date, and the associated fees will be due immediately.

6.7 Expenses

Any additional expenses that Stafferin incurs while providing the Services on your behalf, and for which Stafferin seeks reimbursement, will require your pre-approval in writing. However, you acknowledge that if expenses are necessary for the continued provision of services (e.g., travel, materials), Stafferin may require expedited approval. If you fail to provide timely approval, Stafferin may suspend the relevant services until approval is granted.

6.8 Incorrect Charges or Invoices

If you believe that Stafferin has charged or invoiced you incorrectly, you must notify Stafferin in writing no later than ninety (90) days after the charge or invoice was issued to request an adjustment or credit. After this period, all charges are considered final and non-refundable. In the event of a dispute, you agree to pay any undisputed amounts according to the payment terms specified in this Agreement. Both parties will negotiate the disputed amounts in good faith to resolve the issue, but Stafferin reserves the right to take appropriate action, including service suspension, if payment is delayed.

6.9 No Withholding or Setoff; Late Payment

You agree not to withhold or offset any amounts due under this Agreement. Any late payment will incur the costs of collection, including legal fees if applicable, and interest at a rate of 1.5% compounded monthly (19.56% annually), or the maximum legal rate if lower, plus all collection expenses, until fully paid. Stafferin reserves the right to suspend services, terminate the Agreement, or pursue legal remedies if payment is not made in a timely manner.

6.9 Right to Audit

Stafferin reserves the right to audit your records related to your use of the Services to ensure compliance with this Agreement. With ten (10) days prior written notice, Stafferin or a designated third party may inspect your records during your regular business hours. If the audit reveals any underpayment of fees, you must pay Stafferin the underpaid amount within thirty (30) days of receiving the audit findings. In addition to the underpaid fees, you will be responsible for the cost of the audit if the discrepancy exceeds 5% of the fees owed. Stafferin may also take further action, including service suspension, until the outstanding fees are fully settled.

6.10 Suspension of Services for Non-Payment of Fees

If you fail to pay any Fees due under this Agreement, Stafferin reserves the right to suspend your access to the Services and Mobile Application. Stafferin will provide a notice giving you ten (10) days to resolve the non-payment. If the payment issue is not resolved within that 10-day period, Stafferin reserves the right to automatically and immediately suspend your access to the Services and Mobile Application without any further notice. Stafferin is not liable for any damages or losses you incur due to such suspension.

7. Proprietary Rights Ownership

7.1 Stafferin Property

Stafferin (or its licensors, as applicable) retains all rights, title, and interest, including all intellectual property rights, in and to the following:

• (a) Services and Technology: The Services, Mobile Application, Sites (if owned by Stafferin), and all Stafferin Technology, including all data, content, and other information and materials contained within them, excluding your Customer Data.
• (b) Additional Offerings: Any other materials, tools, or services provided or made available by Stafferin under this Agreement.
• (c) Derivative Works: Any corrections, bug fixes, enhancements, adaptations, translations, derivative works, modifications, or new versions of the Services, Mobile Application, or Stafferin Technology.

You acknowledge that the Services are provided as an online, hosted solution, and you do not have any right to obtain, access, or use the underlying code for the Services. There are no implied licenses granted under this Agreement, and your rights are limited solely to accessing and using the Services as expressly permitted under this Agreement.

7.2 Customer Ownership and Licenses

You retain all rights, title, and interest, including all intellectual property rights, in and to your Customer Data and any branding elements (e.g., logos) that you allow Stafferin to include in the Services ("Customer Branding"). However, you grant Stafferin a non-exclusive, worldwide, royalty-free, irrevocable, fully paid-up license to use, process, and transmit your Customer Data and Customer Branding solely for the purpose of providing the Services.

Stafferin may remotely track your use and your Authorized Users' use of the Services and collect metadata and other information related to the provision, use, and performance of the Services ("Metadata"). Stafferin may also create anonymized and aggregated versions of your Customer Data (i.e., data where specific persons are not identified, referred to as "Unidentifiable Customer Data").

During and after the term of this Agreement, you grant Stafferin a non-exclusive, perpetual, worldwide, royalty-free, irrevocable, fully paid-up license to:

(a) Use and Process Data: Use, process, and transmit the Metadata and Unidentifiable Customer Data to improve and enhance the Services, as well as for other development, diagnostic, and corrective purposes related to the Services and other Stafferin offerings.

(b) Disclosure: Disclose the Metadata and Unidentifiable Customer Data in connection with its business operations, marketing, and other commercial purposes.

7.3 Feedback

If you choose to provide suggestions, ideas, or feedback to Stafferin regarding improvements to any of the Services, Stafferin's products, or its business in general (collectively, "Feedback"), you agree that Stafferin will own all rights, title, and interest in such Feedback. Stafferin can use the Feedback in any way it deems appropriate, without any restrictions, and without any obligation to provide you with compensation or acknowledgment.

You irrevocably assign all rights, title, and interest in the Feedback to Stafferin and waive all moral rights in favor of Stafferin, its successors, and assigns. Additionally, you agree to assist Stafferin, if necessary, in documenting, perfecting, and maintaining its rights to the Feedback. By providing any Feedback, you acknowledge that you have no expectation of compensation or reimbursement from Stafferin under any circumstances.

8. License for Mobile Application and Related Clauses

8.1 Mobile Application License

The Mobile Application provided by Stafferin is licensed, not sold. Stafferin grants you and your Authorized Users a non-exclusive, non-transferable, non-sublicensable, limited right and license during the Term to download, install, and use the Mobile Application on a handheld device, solely for use in accordance with these Terms of Service. This usage must also comply with the usage rules outlined in the App Media Services Terms and Conditions for iOS or the Google Play Terms of Service for Android.

8.2 iOS Mobile Application

If the Mobile Application is provided to you through the Apple App Store, the following terms apply in addition to the other terms related to the Mobile Application:

• (a) Agreement with Stafferin: These Terms of Service are between you and Stafferin, not Apple. Stafferin is fully responsible for the Mobile Application and its content.
• (b) Device Usage: You may use the Mobile Application only on an iPhone or iPad that you own or control, as permitted by Apple's rules.
• (c) No Apple Support: Apple has no obligation to provide maintenance or support services for the Mobile Application.
• (d) Warranty Claims: If the Mobile Application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any). Beyond this, Apple has no further warranty obligations.

• (e) Product Liability and Compliance: Any claims related to product liability, failure to meet legal or regulatory requirements, or consumer protection are governed by these Terms of Service, not Apple.
• (f) Intellectual Property Claims: Any third-party claim that the Mobile Application infringes on intellectual property rights will be handled under these Terms of Service, and Apple is not responsible for such claims.
• (g) Legal Compliance: You represent and warrant that you and your Authorized Users are not located in a country subject to a U.S. government embargo, are not listed as a terrorist-supporting country, and are not on any U.S. government list of prohibited or restricted parties.
• (h) Contact for Issues: For any questions, complaints, or claims related to the Mobile Application, you may contact Stafferin in writing at the addresses provided in the Notice section of these Terms of Service.
• (i) Apple’s Rights: Apple is considered a third-party beneficiary of these Terms of Service regarding the Mobile Application and has the right to enforce them against you.
• (j) Conflicting Terms: If any terms in these Terms of Service conflict with Apple's instructions for the minimum terms for a developer's end-user license agreement or the App Store Terms of Service, Apple's terms will prevail to the extent of the conflict.

8.3 Android Mobile Application

If the Mobile Application is provided to you through the Google Play Store, the following terms apply in addition to the other terms related to the Mobile Application:

8.3 Android Mobile Application

If the Mobile Application is provided to you through the Google Play Store, the following terms apply in addition to the other terms related to the Mobile Application:

(a) No Google Support: Google is not responsible for providing any support services for the Mobile Application. All support requests and issues must be directed to Stafferin.

(b) Conflict with Google Play Terms: If any terms in these Terms of Service conflict with the Google Play Terms of Service, Google's terms will prevail to the extent of the conflict. However, all other terms in this Agreement remain fully enforceable.

10. Service Level Agreement

Stafferin will make reasonable efforts to ensure the availability of the Services as described in the Service Level Agreement (SLA). The SLA, which is located at Stafferin's SLA, is incorporated by reference into this Agreement. The SLA outlines the specific terms of service availability and any applicable remedies or credits. However, Stafferin does not guarantee uninterrupted or error-free service and shall not be held liable for any service interruptions, delays, or failures outside of its reasonable control.

12. Mutual Exchange of Confidential Information

12.1 Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" includes:

(a) For Stafferin:

• (i) All trade secrets, know-how, software, updates, enhancements, and other financial, business, or technical information of Stafferin or its affiliates, licensees, suppliers, and contractors, disclosed in connection with this Agreement.
• (ii) The terms and conditions of this Agreement.
• (iii) Non-public aspects of Stafferin's Sites, Technology, Services, Mobile Application, Professional Services, and any related business and technical information.

(b) For You (the Customer): Non-public Customer Data and non-public aspects of your technology, computer programs, and business and technical information.

(c) For Both Parties: Any other information provided by one party ("Owner") to the other party ("Recipient") that is marked as confidential or should reasonably be understood as confidential based on the circumstances of disclosure.

12. Mutual Exchange of Confidential Information

12.1 Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" includes information of the Owner, disclosed to the Recipient, which is not generally known to the public and is either designated as confidential or reasonably understood as confidential.

12.3 Exclusions

Confidential Information does not include information (other than Personal Information) that:

• (a) The Recipient already possesses without restriction on use or disclosure at the time of disclosure.
• (b) Becomes publicly known through no wrongful act of the Recipient.
• (c) Is received from a third party who is free to disclose it without obligation to the Owner.
• (d) Is independently developed by the Recipient, as evidenced by written and dated records, without breaching this Agreement.

12.2 Restrictions on Use and Disclosure

The Recipient may use Confidential Information only to fulfill its obligations under this Agreement and must protect it from unauthorized disclosure using at least the same level of care as it uses to protect its own Confidential Information, but no less than a reasonable level of care. The Recipient may disclose Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement and only to its employees, representatives, or contractors who need to know it for such purposes and who are bound by agreements to protect the Confidential Information from unauthorized use and disclosure.

The Recipient shall not use the Confidential Information for any purpose other than as specified in this Agreement, nor shall it disclose the Confidential Information to any third party without the prior written consent of the Owner, except as otherwise permitted under this Agreement. Any breach of these confidentiality obligations may result in irreparable harm to the Owner, for which monetary damages may be inadequate. In such cases, the Owner is entitled to seek injunctive or other equitable relief without the necessity of posting a bond or proving actual damages.

12. Mutual Exchange of Confidential Information

12.4 Return/Destruction of Confidential Information

Upon the expiration or termination of this Agreement, or upon the Owner's earlier request, the Recipient must, at the Owner's option, either return or destroy the Owner's Confidential Information. However, if the Recipient's computer systems automatically back up the Confidential Information, the Recipient may retain those backups in its regular archival or backup systems for the usual retention period.

All Confidential Information retained in backup or archival systems will continue to be subject to the confidentiality obligations outlined in this Agreement. The Recipient must take all necessary steps to ensure that the Confidential Information is protected and not used for any unauthorized purpose during this retention period.

12.3 Disclosure of Confidential Information

The Recipient may disclose the Owner's Confidential Information when required by a governmental or regulatory authority or by applicable laws and regulations. If such disclosure is required, the Recipient must, to the extent legally permissible, provide the Owner with reasonable notice before disclosing the information, allowing the Owner an opportunity to challenge the disclosure or seek a protective order.

Additionally, the Recipient may disclose the Owner's Confidential Information under the following circumstances:

• (a) Professional Advisors: To its professional advisors (e.g., lawyers, accountants) as necessary for them to provide their services, provided that these advisors are bound by confidentiality obligations that are at least as strict as those in this Agreement.
• (b) Potential Assignees or Successors: To potential assignees or successors, but only as necessary for a potential corporate transaction involving the Recipient's business or assets. The potential assignees or successors must be subject to confidentiality obligations as strict as those outlined in this Agreement.

In all cases, the Recipient must ensure that any person or entity receiving the Confidential Information is bound by confidentiality obligations that are at least as stringent as those outlined in this Agreement.

13. Customer Representations and Warranties

13.1 Compliance with Laws

You represent and warrant to, and agree with, Stafferin that your performance under this Agreement and your use of the Services and Mobile Application (including by your Authorized Users) will fully comply with all applicable laws and regulations. Any non-compliance will be solely your responsibility, and you agree to indemnify Stafferin from any resulting legal consequences or liabilities.

13.2 Corporate Authority

You represent and warrant to, and agree with, Stafferin that:

• (a) Corporate Powers: The execution, delivery, and performance of this Agreement are within your corporate powers and have been duly authorized by all necessary corporate actions.
• (b) Authorization: This Agreement has been duly authorized by all necessary corporate actions, and no further authorization or approval is required.
• (c) No Conflicts: The execution of this Agreement and your use of the Services will not conflict with or violate any judgments, decrees, contracts, agreements, or other obligations that apply to you, your affiliates, or your Authorized Users.

13.3 Customer Data and Permissions

You represent and warrant to, and agree with, Stafferin that:

• (a) Rights to Data: You have obtained all necessary rights, consents, and permissions to provide your Customer Data to Stafferin for the purposes outlined in this Agreement.
• (b) Data Accuracy: You are responsible for ensuring that all Customer Data you provide is accurate, complete, and lawful.
• (c) Data Compliance: You will comply with all applicable data protection and privacy laws when using the Services and providing Customer Data to Stafferin.

14. Stafferin Representations and Warranties

14.1 Legal Right and Compliance

Stafferin represents and warrants to, and agrees with, you (the Customer) that:

• (a) Legal Authority: Stafferin has the legal right and authority to enter into this Agreement and fulfill its obligations as outlined.
• (b) Compliance with Laws: The performance of its obligations under this Agreement will comply with all applicable laws and regulations and will not cause a breach of any agreements between Stafferin and third parties.

14.2 Corporate Authority

Stafferin represents and warrants to, and agrees with, you (the Customer) that:

• (a) Corporate Powers: The execution, delivery, and performance of this Agreement are within Stafferin's corporate powers and have been duly authorized by all necessary corporate actions.
• (b) Proper Authorization: This Agreement has been properly authorized by all required corporate actions, ensuring that Stafferin is fully empowered to execute its terms.
• (c) No Conflicts: The execution and performance of this Agreement do not and will not conflict with or violate any judgments, decrees, contracts, agreements, or other obligations that apply to Stafferin, ensuring that Stafferin can perform its duties without legal impediments.

14.3 Rights to Grant

Stafferin represents and warrants to, and agrees with, you (the Customer) that as of the Effective Date of this Agreement and to the best of its knowledge, Stafferin has the legal right to grant the rights specified in the Agreement. This includes all necessary licenses and permissions to provide the Services and Mobile Application as described.

15. Limited Warranty

Stafferin represents and warrants that the Services and Mobile Application will:

• (a) Conform to Operational Features: The Services will conform to the essential operational features described in the applicable Order Form. Stafferin will ensure the functionality requirements outlined in the Agreement are met.
• (b) Free from Harmful Code: The Services and Mobile Application have been tested using commercially available virus detection tools and, based on such testing, do not contain viruses, worms, Trojan horses, spyware, or other harmful code ("Limited Warranty").

If you identify any non-conformity with the Limited Warranty, you must promptly notify Stafferin in writing. The sole and exclusive remedy for a breach of the Limited Warranty, at Stafferin's discretion, will be either:

• (i) Correction of the non-conforming Services at Stafferin's expense, or
• (ii) A pro-rated refund of the Fees paid for the non-conforming Services from the date Stafferin was notified.

16. Warranty Disclaimers

Stafferin provides the Services, Mobile Application, and any related products or services on an "as is" and "as available" basis. Stafferin does not guarantee uninterrupted, secure, or error-free Services or Mobile Application, nor does it guarantee that all errors can or will be corrected.

To the fullest extent permitted by law, Stafferin expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and reliability. Stafferin makes no representation that any data or information provided through the Services or Mobile Application will be accurate or reliable.

17. Disclaimer of Third-Party Actions and Technology

Stafferin cannot control or influence the flow of data across the internet, which is dependent on various third-party service providers and their networks. The performance of the Services may be affected by factors outside of Stafferin’s control, including issues related to third-party internet service providers, data carriers, and other external systems.

While Stafferin will make commercially reasonable efforts to minimize disruptions and address issues, Stafferin disclaims any liability for disruptions, impairments, or other issues caused by third parties. This includes, but is not limited to, third-party software, systems, or technology (including that of the Customer) used to access or interact with the Services.

Stafferin also disclaims any and all liability related to the performance or non-performance of internet services, software, related systems, or any systems not directly provided or controlled by Stafferin. This includes third-party technology that you may use in conjunction with the Services.

By using the Services, you acknowledge and accept that Stafferin is not responsible for the actions, inactions, or failures of third parties, and that any reliance on third-party technology is at your own risk.

18. Indemnification

18.1 Indemnification by Stafferin

Stafferin will defend, indemnify, and hold you (the Customer), your employees, officers, directors, affiliates, agents, contractors, successors, and assigns harmless against any losses (including damages, recoveries, deficiencies, interest, penalties, and legal fees) arising from a third-party claim that your or your Authorized Users' use of the Services or Mobile Application infringes on a third party's intellectual property rights. This indemnification applies provided that you promptly notify Stafferin in writing after the claim is made. Stafferin will not be liable if the claim arises from:

• (a) Your modification or misuse of the Services or Mobile Application without Stafferin's written consent;
• (b) Your failure to comply with instructions or guidelines provided by Stafferin; or
• (c) The combination of the Services or Mobile Application with other products, systems, or technology not provided by Stafferin.

Stafferin will have the right to control the defense and any settlement of such claims, but will not settle any claims without your prior written consent, which will not be unreasonably withheld. You agree to cooperate fully in the defense of such claims.

18.3 Indemnification Procedures

The indemnified party will fully cooperate with the indemnifying party in defending any claim. The indemnifying party may not settle any claim that would obligate the indemnified party to any responsibilities (other than payment covered by the indemnifying party or stopping the use of infringing materials) or require any admission of fault by the indemnified party without the prior written consent of the indemnified party.

19. Options for Infringement Claims

Without limiting Stafferin's obligations under section 18.1, if you (the Customer) or an Authorized User are prohibited from using the Services or Mobile Application due to an injunction, or if Stafferin believes that the Services or Mobile Application might become subject to an intellectual property infringement claim, Stafferin may, at its option and expense:

• (a) Obtain the right for you to continue using the Services.
• (b) Replace or modify the Services or Mobile Application to make them non-infringing, provided that the modified Services still conform to the descriptions and specifications in the applicable Order Form.

20. Exclusion of Certain Damages

To the maximum extent permitted by applicable law, neither party will be liable to the other party or any Authorized User for:

• (a) Special, exemplary, punitive, indirect, incidental, or consequential damages;
• (b) Lost savings, profit, data, use, or goodwill;
• (c) Business interruption;
• (d) Costs for obtaining substitute products or services;
• (e) Personal injury or death; or
• (f) Personal or property damage arising out of or in any way connected to the Agreement.

21. Limitation of Liability

21.1 Maximum Liability

In no event will either party's total liability, whether arising from contract, negligence, strict liability in tort, warranty, or any other cause, exceed the amount of Fees paid and payable to Stafferin for the twelve (12) months leading up to the date the liability arises.

21.2 Agreement on Risk Allocation

The parties acknowledge that the limitations in Section 20 and this Section 21 were negotiated and represent a fair allocation of risk. These limitations are essential to the Agreement and will continue in effect even if there is a failure of consideration or an exclusive remedy.

22. Notices

Notices sent to either party will be effective:

• (a) Upon receipt if delivered in person or by email.
• (b) One day after being sent by overnight courier.
• (c) Five days after being sent by first-class mail, postage prepaid.

Notices must be in writing (including by email) and sent to the following addresses:

22. Notices

• For Stafferin: The address listed in the "Stafferin Contracting Entity, Address for Notices, Governing Law, and Venue" section. Email notices should be sent to info@stafferin.com.
• For Customer: The current postal or email address on file with Stafferin. You are responsible for keeping your contact information up to date during the term of the Agreement.

Except for notices regarding non-payment and as expressly permitted elsewhere in the Agreement, termination or claims-related notices (including breach, warranty, or indemnity) cannot be given via email. Stafferin may change its contact information by posting new details on its website or notifying you directly.

23. Assignment

Neither party may assign the Agreement to a third party without the other party's prior written consent. However, Stafferin may assign the Agreement, in whole or in part, without your consent, in connection with the transfer or sale of its business or assets to an affiliate or third party through merger, sale of stock, reorganization, or other means. Subject to this, the rights and liabilities of the parties will be binding on and benefit the parties, their successors, and permitted assigns. Any attempted assignment that doesn't comply with this Section 23 will be null and void.

24. Force Majeure

Neither party will be held liable for delays caused by events or circumstances beyond their reasonable control, including acts of God, government actions, floods, fires, earthquakes, civil unrest, terrorism, strikes, storms, riots, pandemics, criminal acts by third parties, Internet service failures, or the unavailability or modification of third-party telecommunications or hosting infrastructure.

25. Miscellaneous

25.1 Dispute Resolution

Before seeking any legal remedy (except for provisional remedies as mentioned below), each party must provide written notice to the other party of the specific issue(s) in dispute, referencing relevant contract provisions. Within 30 days of this notice, knowledgeable executives from both parties must meet (in person or via video/teleconference) to attempt to resolve the dispute in good faith. All disputes and negotiations must remain confidential unless disclosure is required by law or necessary for the dispute resolution process. These procedures do not apply to claims related to indemnification (Section 18) or provisional remedies related to intellectual property or Confidential Information.

25.2 Waiver of Jury Trial

You agree that any dispute arising under the Agreement or from using the Services may involve complex issues, and therefore, you irrevocably waive any right to a trial by jury in connection with any litigation related to the Agreement or Services.

25.3 Waiver of Class Action

You agree that any disputes, claims, or controversies will be resolved on an individual basis and not as part of any class, consolidated, or representative proceeding. You and Stafferin will not participate in any class, consolidated, or representative proceedings brought by any third party regarding the Agreement or Services.

25.4 Waiver

Any waiver of a breach or default under the Agreement must be in writing and will not be considered a waiver of any subsequent breach or default. A delay or failure to exercise any right or remedy will not operate as a waiver of that right or remedy.

25.5 Severability

If any part of the Agreement is found to be invalid or unenforceable by a court, that provision will be severed, and the rest of the Agreement will remain in full force and effect.

25.6 Relationship of the Parties

The Agreement does not create a joint venture, partnership, agency, employment, or fiduciary relationship between the parties. Both parties are independent contractors, and neither has the authority to bind the other. While Stafferin remains fully responsible for all obligations under this Agreement, some obligations may be fulfilled by other Stafferin affiliates.

25.7 Public Announcements

Stafferin may issue press releases or make public announcements about the Agreement. Stafferin may also use your name as a customer reference and display your trademarks on customer lists or other marketing materials.

25.8 Headings and Interpretation

Section and subsection headings in these Terms of Service are for convenience only and do not affect the interpretation of the Agreement. The term "including" means "including without limiting the generality of the foregoing."

25.9 Modifications and Amendments

No changes or amendments to the Agreement will be effective unless they are in writing and signed by an authorized representative of both Stafferin and the Customer, except as otherwise provided in the Agreement.

25.10 Entire Agreement

The Agreement, along with any additional Stafferin agreements or third-party provider terms incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter. It supersedes:

• (a) All prior or concurrent representations, discussions, proposals, negotiations, agreements, and communications between the parties, whether oral or written, except as otherwise specified.
• (b) All past practices and industry customs.

You are also bound by any other applicable Stafferin terms or policies, including but not limited to the API Terms of Use, Service Level Agreement, Data Processing Addendum (DPA), and the Stafferin Addendum for Payroll Services.