Appcast™ Terms of Service

Revised and Effective – September 23, 2026

These Appcast Terms of Service (the “Terms”) govern your use of the services, platforms, and products provided by Appcast, Inc. and its affiliates, subsidiaries, directors, officers, employees, agents, and representatives (referred to herein as “Appcast,” “we,” “us,” and “our”) to you and the company or organization you represent (referred to herein as “you,” “your,” and “Customer”). These Terms, together with any Order Form executed by Appcast and Customer that references and incorporates these Terms, and any other documents, policies, or agreements expressly incorporated by reference herein or in an applicable Order Form, collectively form the binding agreement between the parties (the “Agreement”). Where Customer has executed an Order Form with Appcast, these Terms are incorporated into and made binding upon the parties through such execution and shall automatically apply to and govern each subsequent Order Form without further execution by each party. The Agreement grants Customer a limited right to access, use, and purchase Appcast’s products and services. Capitalized terms used but not defined in these Terms shall have the meanings ascribed to them in any applicable Order Form.

Please read these Terms carefully before accessing or using the Appcast Platforms or Services. By executing an Order Form or by accessing or using the Appcast Platforms or Services, you accept and agree to be bound by these Terms and all applicable federal, state, and local laws and regulations. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE APPCAST PLATFORMS OR SERVICES. The Appcast Platforms and Services are intended for use by individuals who are eighteen (18) years of age or older and who have the legal authority to form a binding contract on behalf of their organization. By using the Appcast Platforms or Services, you represent and warrant that you meet these requirements.

Appcast may revise and update these Terms at any time by posting the revised Terms to its website, with changes effective as of the “Last Updated” date indicated herein. Your continued use of the Appcast Platforms or Services following the posting of revised Terms constitutes your acceptance of such changes. We encourage you to review these Terms regularly.

1. Definitions.

(a)“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities of such entity.

(b)“Appcast Platforms” means any websites, platforms, exchanges, successor platforms and/or exchanges, software, portals, applications, and application programming interfaces, programs, recruitment process outsourcing related platforms, components, functions, screen designs, reporting data, and report formats owned and/or operated by Appcast, and all updates, upgrades, derivative works, releases, fixes, or patches related to any software Appcast develops, deploys or otherwise makes available to Customer during the Term, as they may be modified, relocated, and/or redirected from time to time.

(c) “Authorized User(s)” means any employee or contractor of Customer, whom Customer has authorized to use the Services and who is legally bound in writing or by the nature of their relationship with Customer to: (a) protect the Confidential Information (as defined below) and property of Appcast; and (b) comply with the terms of the Agreement. Customer is responsible for the acts and omissions of its Authorized Users as they relate to the Services.

(d) “Campaign Parameters” means the targeting criteria, geographic scope, publisher or platform preferences or restrictions, content parameters, performance objectives, and any other material deployment criteria agreed by the parties in writing (email shall suffice).

(e) “Customer Data” means any data, information, material (including, without limitation, any advertising content, job postings, trademarks, or logos) submitted by Customer to Appcast for use in connection with the Services.

(f) “Documentation” means any explanatory or informational materials concerning the Services made available by Appcast to Customer, including, without limitation, the Product Descriptions (as defined in an applicable Order Form), user guides, help center articles onboarding materials, platform instructions, FAQs, and training materials, as may be updated by Appcast from time to time.

(g) “Management Fees” means the fees for Appcast’s management of Customer’s Recruitment Media Spend as part of the Services and the amount as stated in the applicable Order Form(s).

(h)“Order Form” means the ordering document executed by Appcast and Customer that references and incorporates these Terms, setting forth the specific Services to be provided, including the Recruitment Media Budget, Management Fees, and Order Form Term.

(i) “Output” means the Customer-specific results relating to applicants and campaign performance generated through Customer’s use of the Services.

(j) “Recruitment Media” means any print or digital channels, platforms, or methods used to advertise Customer’s job openings to attract candidates via the Services.

(k) “Recruitment Media Spend” means the amount paid by Customer to Appcast to purchase Recruitment Media on Customer’s behalf in accordance with any applicable Order Form(s), exclusive of Management Fees.

(l) “Services” means the Appcast Platform as well as the purchase, management, and optimization of Recruitment Media on Customer’s behalf, and any associated professional services, as more fully described in the applicable Order Form as may be updated by Appcast from time to time.

(m) “Service Data” means any information, reports, data analyses, test results, insights, or other data accessed, compiled, collected, stored, or used by Appcast in connection with the functional performance Services, or the Appcast Platforms which is aggregated and anonymized such that it cannot reasonably be used to identify Customer or any individual data subject.

(n) “Third-Party Media Vendor” means any publisher, platform, search engine, social media network, job board, or other media provider through which Appcast purchases or manages Recruitment Media on Customer’s behalf.

2.Services.

(a) Description of Services. Appcast shall provide the Services to Customer as set forth in the applicable Order Form and as further described in the applicable Product Description(s), in accordance with these Terms. Customer authorizes Appcast to purchase, manage, optimize, and adjust Recruitment Media on Customer’s behalf as part of the Services. Appcast may also purchase and manage subscriptions on Customer’s behalf from Third-Party Media Vendors as part of the Services as described in the applicable Order Form.

(b) Customer Access to and Right to Use Appcast Platforms. Subject to these Terms and provided Customer is not in default hereunder, Appcast hereby grants to Customer a limited, non-exclusive, non-transferable right to use and access the applicable Services and the Appcast Platforms in accordance with the Documentation solely for the internal business purposes of Customer. Customer shall not use the Services or Appcast Platforms for the transfer, distribution, disclosure to third parties, or for the commercial benefit of any third party.

(c) Authorized Users. To enable any Authorized User to access and use the Appcast Platforms, Customer will issue each Authorized User a unique user identification code (“User ID”). Customer must ensure only Authorized Users have access to and use the Appcast Platforms and take commercially reasonable steps to ensure any User IDs issued are not shared or issued on a concurrent-usage basis. Customer is responsible for all activity occurring under its Authorized Users’ accounts. If Customer becomes aware any unauthorized third party has gained access to or used the Appcast Platforms, Customer shall promptly notify Appcast in writing of same.

(d) Restrictions. Customer shall not: (a) use the Appcast Platforms in any manner not expressly authorized by the Agreement or in violation of applicable law or regulation; (b) copy or reproduce any of the Appcast Platforms, in whole or in part; (c) modify, translate, or create derivative works of the Appcast Platforms, in whole or in part; (d) reverse engineer, decompile, disassemble, or otherwise reduce any of the Appcast Platforms to source code form; (e) distribute, sublicense, assign, share, timeshare, sell, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer Customer’s right to use and access the Appcast Platforms; (f) remove or modify any copyright, trademark, or other proprietary property of Appcast or its licensors contained within the Appcast Platforms or Output; or (g) use the Appcast Platforms to market, develop,  or sell a service competitive to Appcast’s Services. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO APPCAST AND ITS LICENSORS.

(e) Integrations. Appcast, as part of providing the Services, may offer functionality and support by which Customer may connect the Appcast Platforms to Customer’s ATS (applicant tracking system) via an integration. Integrations are provided on an “as-is” and “as-available” basis, and without warranty. Appcast disclaims all liability for integration content, accuracy, completeness, legality, reliability, or availability. Customer’s use and installation of an integration must comply with all applicable laws, including providing necessary disclosures, consents, or agreements.

(f) Relationship of the Parties; Agency of Record.
(i) The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner except as expressly set forth in this Section 2(f).
(ii) Customer hereby designates Appcast as its non-exclusive agency of record and authorizes Appcast to act as a limited agent on Customer’s behalf, as its disclosed principal, in the negotiation and purchase of Recruitment Media from Third-Party Media Vendors, provided the expenditure for such purchase was expressly approved by Customer (email shall suffice), as further described in Section 2(g). Customer acknowledges that Appcast exercises professional judgment in deploying Customer’s approved budget within agreed Campaign Parameters, and that such professional judgment constitutes the managed service for which Management Fees are charged.
(iii) Customer authorizes Appcast to receive invoices on its behalf for such purchases and acknowledges that Customer is ultimately responsible for all financial and legal commitments made to any Third-Party Media Vendor by Appcast on Customer’s behalf. Customer is solely responsible for designating and managing which of its personnel are authorized to communicate approvals, instructions, or directions to Appcast. Appcast is entitled to rely on any communication from Customer’s personnel that reasonably appears to be authorized by Customer.
(iv) Customer acknowledges and agrees that when Appcast engages with any Third-Party Media Vendor on Customer’s behalf, Appcast may, in its sole discretion, agree to such vendor’s standard terms and conditions of service as-is, and may modify same only to clarify the parties’ agency of record relationship and payment obligations. Customer acknowledges and agrees such terms and conditions will apply to all Recruitment Media purchased from such Third-Party Media Vendors on Customer’s behalf, and Customer commits to ensuring all Customer Data provided to Appcast for publication strictly adheres to such terms and conditions. Appcast has no other obligation to negotiate any terms or conditions absent any specific instruction by Customer.
(v) Customer further acknowledges that Third-Party Media Vendors may transact on non-negotiable, standard terms and conditions of service, including, without limitation, Google, Indeed, Meta, Craigslist, and ZipRecruiter and such Third-Party Media Vendors’ conditions may restrict content that infringes on third-party intellectual property rights, privacy rights, or that contains explicit, defamatory, or misleading material. Pursuant to the foregoing, Customer understands and agrees that such terms and conditions will apply to all media purchased from a Third-Party Media Vendor on behalf of Customer, and Customer hereby commits to ensuring that all Customer Data provided for publication strictly adheres to these Third-Party Media Vendor terms and conditions.
(vi) To the extent any Third-Party Media Vendor requires individual authorization from Customer for Appcast to purchase Recruitment Media on Customer’s behalf, Customer shall promptly provide such authorization upon Appcast’s request. If Customer fails to provide required authorization within ten (10) business days of Appcast’s request, Appcast shall have no obligation to purchase Recruitment Media from such vendor and shall not be liable for any resulting impact on Customer’s campaigns.

(g) Campaign Parameters. Prior to the launch of any Recruitment Media campaign, the parties shall agree in writing on the Campaign Parameters applicable to such campaign. Campaign Parameters, together with the applicable Recruitment Media Budget set forth in the Order Form, constitute Customer’s authorization for Appcast to deploy Recruitment Media for all AppcastOne Services, except for Traditional Media for which Customer’s prior written approval is required for each commitment.

3. Payment Terms.

Payment terms between the parties shall be set forth in the applicable Order Form(s). Appcast shall not be obligated to remit payment to any Third-Party Media Vendor on behalf of Customer unless and until Customer has paid Appcast in full for such purchase. Until such payment is received, Customer remains solely responsible for any amounts owed to such Third-Party Media Vendors. Appcast has the right to confirm with any Third-Party Media Vendor that it expressly agrees to payment in accordance with the foregoing terms. Appcast may charge a late fee on all past due amounts at the rate of 1.5% per month or, if lower, the maximum rate permitted by applicable law. Customer’s failure to timely pay undisputed amounts may also result in suspension of Services pursuant to Section 12(d). Customer shall pay Appcast’s costs and expenses (including reasonable attorneys’ and auditors’ fees) incurred if legal action is required to collect any outstanding balance or to enforce any of Appcast’s other rights hereunder or at law.
(a)Taxes. All amounts due hereunder are payable in U.S. Dollars. All fees are exclusive of applicable taxes, levies, duties, or governmental assessments of a similar nature, including but not limited to value-added tax. Customer shall pay and be responsible for all applicable taxes, including, without limitation, sales, use, value-added, and withholding taxes when due (other than taxes on Appcast’s net income). If Appcast is required to collect or pay taxes based on Customer’s use of the Appcast Services, such taxes will be clearly shown on Customer’s invoices and are assessed in addition to the Recruitment Media Spend.
(b) Disputed Invoices. To the extent Customer disputes any invoice, Customer must provide Appcast written notice of such dispute within ten (10) business days of the invoice date specifying the disputed amount and the basis for such dispute, or Customer shall waive any claim with respect to such invoice. For the avoidance of doubt, any undisputed portion of an invoice remains due and payable in accordance with the applicable payment terms.

4. Customer Data.

As between Customer and Appcast, Customer owns all rights, title, and interest in and to Customer Data.  Customer grants to Appcast (including its Third-Party Media Vendors, affiliates, subprocessors, and subcontractors) a non-exclusive, worldwide, royalty-free right to use, copy, display, transmit, share, disclose, modify and prepare derivative works of the Customer Data: (i) as necessary to provide the Services to Customer; and (ii) to create Service Data from the Customer Data.
(a) Data Processing. To the extent the Customer Data includes personal data Appcast processes on Customer’s behalf and such processing is subject to applicable data protection laws, each party hereby agrees to abide and be bound by the terms and conditions of the Appcast Data Processing Addendum (the “DPA”), as published at https://www.appcast.io/data-processing-addendum/, as may be updated by Appcast from time to time; provided that Appcast shall provide Customer with thirty (30) days’ prior written notice of any material changes.
(b) Automated Candidate Engagement. To the extent the Services include any functionality that automatically contacts, re-engages, or communicates with job seekers on Customer’s behalf (including via email, text message, or targeted advertising), Customer is solely responsible for: (i) determining whether its use of such remarketing functionality triggers additional obligations under applicable AI-related or data protection laws; (ii) providing any required transparency notices or disclosures to job seekers regarding automated processing of their personal data; (iii) ensuring any targeting criteria or audience parameters provided to Appcast comply with applicable anti-discrimination and employment laws; and (iv) conducting any required assessments under applicable AI-related or data protection laws regarding the automated processing of job seeker data in connection with Customer’s recruitment activities.

5. Artificial Intelligence. 

(a) AI Functionality. Appcast’s operation of any artificial intelligence (“AI”) or machine learning models within the Services (“AI Functionality”) is described in the applicable Documentation. Third-Party Media Vendors utilized by Appcast may also include public facing artificial intelligence models or make use of their own artificial intelligence or machine learning models. Appcast’s ability to deliver AI Functionality may be impacted by changes in applicable laws or regulations. Customer acknowledges and agrees that due to such changes, Appcast may need to modify or discontinue AI Functionality. Nothing in this Section 5 shall be construed as Appcast’s representation or warranty that the Services comply with any specific AI-related law or regulation as applied to Customer’s particular use case.
(b) AI Output. Output generated by AI functionality in the Services (“AI Output”) may not always be accurate, complete, or appropriate for Customer’s intended use. Customer is responsible for its own and its users’ use of AI Output.
(c) Compliance with Laws. Appcast shall comply with all laws related to AI to the extent that such laws, by their terms, are expressly applicable to Appcast’s provision of AI Functionality and AI Output and impose obligations directly upon Appcast in its role as an information technology services provider with respect to AI Functionality and AI Output. Customer shall comply with all laws and regulations related to AI to the extent that such laws, by their terms are applicable to Customer’s use and receipt of AI Functionality and AI Output and impose obligations directly upon Customer with respect to AI Functionality and AI Output.
(d) Cooperation. Upon Customer’s reasonable written request and at Customer’s expense, Appcast shall provide Customer with documentation reasonably available to Appcast and reasonably necessary to support Customer’s AI compliance assessments related to the Services. Appcast shall notify Customer of any material changes to the Services that Appcast reasonably believes may affect Customer’s risk classification under the AI Act.

6. Intellectual Property.

(a) Appcast Ownership. Customer acknowledges and agrees these Terms convey a limited right to use the applicable Services and do not convey title or ownership of the Appcast Platforms. The Appcast Platforms and related source code, web beacons, pixels, and any intellectual property rights or materials relating thereto shall remain at all times the sole, exclusive property of Appcast. Customer further acknowledges and agrees the Services and/or Appcast Platforms may contain the valuable trade secrets and proprietary information of Appcast and its licensors.
(b) Output. Appcast grants to Customer a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to use for its internal business purposes any deliverables as described in the Documentation, Order Form, or other applicable ordering document subject to the terms herein. Customer’s right to use such Output does not convey any rights in the Appcast Platforms, Service Data, or any Appcast intellectual property used to generate such Output.
(c) Service Data. As between Customer and Appcast, Appcast owns all rights, title and interest in and to Service Data. Appcast may use, display, transmit, modify, and prepare derivative works of Service Data in any media for any lawful purpose, including maintaining and improving the Services.
(d) Feedback. Customer hereby grants to Appcast a perpetual, royalty-free, worldwide, transferrable, sublicensable, irrevocable, license to use and incorporate into the Services or Appcast Platforms any suggestions, enhancements request, or other feedback provided by Customer or any Authorized User relating to the Services or Appcast Platforms. For the avoidance of doubt, this license does not extend to Customer Data, Customer’s trademarks, or Customer’s Confidential Information.
(e) Customer IP. Except as provided herein, Appcast acquires no rights of ownership in any trademarks, logos, brand assets, or other intellectual property of Customer (“Customer IP”) provided to Appcast in connection with the Services. Customer grants Appcast a limited, non-exclusive, revocable license to use Customer IP solely as necessary to perform the Services during the Term. Upon termination, Appcast shall cease use of Customer IP within thirty (30) days, except as required to fulfill non-cancellable commitments to Third-Party Media Vendors made prior to termination.

7. Confidential Information.

(a) Definition. Confidential Information means all non-public information disclosed by either party to the other in connection with this Agreement, whether disclosed orally, in writing, electronically, or in any other form, and whether or not marked as “confidential,” including, without limitation, trade secrets, technology, business strategies, customer information, and pricing. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully obtained from a third party without restriction.
(b) Obligations. The receiving party shall: (i) not disclose or copy the disclosing party’s Confidential Information without prior written consent; (ii) safeguard such information using at least the same degree of care the receiving party uses to protect its own most sensitive information, and no less than a reasonable degree of care; and (iii) use information solely for the purposes of performing its obligations or exercising its rights under this Agreement. Disclosure is permitted to the receiving party’s employees, agents, or representatives with a need to know who are bound by confidentiality obligations no less restrictive than this Section.
(c) Compelled Disclosure. If a party is required by law, regulation, or legal process to disclose the other party’s Confidential Information, it shall, to the extent legally permitted, provide reasonable advance written notice to the disclosing party and cooperate with the disclosing party’s efforts to seek protective treatment of such information.
(d) Return or Destruction. Upon termination of the Agreement or upon the disclosing party’s request, the receiving party shall promptly return or destroy all such Confidential Information and certify such destruction in writing; provided that the receiving party may retain copies solely to the extent required by law or internal compliance policies, and any such retained information shall remain subject to this Section indefinitely.
(e) Remedies.  Each party acknowledges that any breach of this Section may cause irreparable harm not adequately compensable by monetary damages. The disclosing party shall be entitled to seek injunctive relief without the necessity of posting any bond, in addition to all other remedies available at law or in equity.

8. Beta Services.  

From time to time, Appcast may offer services identified as beta, pilot, developer preview, evaluation or by a description of similar import (“Beta Services”). Customer may accept or decline Beta Services in its discretion (email shall suffice). If accepted, Beta Services are provided only for evaluation purposes. Appcast may discontinue Beta Services at any time in its sole discretion and may never make Beta Services generally available. ALL BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. APPCAST DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE. ANY CUSTOMER DATA PROVIDED AS PART OF BETA SERVICES, AND ANY CUSTOMIZATIONS MADE TO BETA SERVICES BY OR FOR CUSTOMER MAY BE PERMANENTLY LOST.

9. Representations and Warranties.  

(a) Mutual Warranties. Each party represents and warrants to the other party that: (i) it has the right to enter into this Agreement; (ii) it is not a party to any other agreement or condition which would prevent it from fulfilling its obligations under this Agreement; and (iii) it shall use commercially reasonable efforts to perform and promptly complete its obligations under the Agreement.
(b) Appcast Warranties. Appcast represents and warrants to Customer that: (i) it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services; and (ii) the features, functionality, and performance of the Appcast Platforms will not be materially decreased during the Term of the Agreement.
(c) Customer Warranties. Customer represents and warrants to Appcast that: (i) Customer, its use of the Services, and its job hiring practices will comply with all applicable federal, state, and local laws, rules, and regulations; (ii) it has the authority and right to enter into this Agreement, to transmit or otherwise provide Appcast with access to the Customer Data, and implement and use the Appcast Platforms and any associated technology; and (iii) it has procured the consents and provided the disclosures, and/or necessary opt out rights to transmit data and allow the use thereof as contemplated hereunder.
(d) Warranty Exclusions. Appcast shall not be liable for a breach of the warranties set forth in this Section to the extent any outage, failure, or non-conformance arises from: (i) modification to the Services not made by Appcast; (ii) use of the Services in a manner not permitted in the Documentation or the Agreement; (iii) use of the Services in any unlawful, improper, or inappropriate manner or purpose; (iv) Customer’s gross negligence or intentional misconduct; or (v) specifications or instructions provided by Customer.
(e) Third-Party Dependencies. Customer acknowledges and agrees that although Appcast shall use commercially reasonable efforts to guard against any loss resulting from Third-Party Media Vendor failures, Appcast: (i) is not responsible for any failure or other acts or omissions by Third Party Media Vendors; (ii) has no control over Customer Data or other materials approved by Customer for distribution once published, released, or posted by any Third Party Media Vendor; (iii) is not responsible for ensuring the accuracy of Customer Data or other materials any Third Party Media Vendor publishes; (iv) is not responsible for any third party generated content or job applications; and (v) is not responsible in any manner for ensuring Customer’s job advertisements comply with applicable laws and regulations.  Customer shall be solely responsible for ensuring compliance with all applicable laws and regulations
(f) Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTY IN THIS SECTION 9, APPCAST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. APPCAST DOES NOT WARRANT THAT THE SERVICES WILL: (i) MEET CUSTOMER’S REQUIREMENTS; (ii) OPERATE AS SELECTED BY CUSTOMER; (iii) BE UNINTERRUPTED OR ERROR-FREE; OR (iv) COMPLY WITH ANY LAWS, RULES, OR REGULATIONS SPECIFIC TO CUSTOMER’S INDUSTRY, JURISDICTION, OR USE CASE. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL CUSTOMER DATA AND CONTENT TRANSMITTED VIA THE SERVICES. APPCAST IS NOT AN EMPLOYER AND IS NOT RESPONSIBLE FOR CUSTOMER’S EMPLOYMENT DECISIONS OR LEGAL REVIEW OF JOB ADVERTISEMENTS. APPCAST DOES NOT GUARANTEE: (i) DISPLAY OF CUSTOMER DATA TO THIRD PARTY MEDIA VENDORS; (ii) JOB CANDIDATE TRAFFIC, CLICKS, OR APPLICATIONS; (iii) VALIDITY, ACCURACY, OR COMPLETENESS OF JOB APPLICATIONS; (iv) HIRING SUCCESS OR EMPLOYEE QUALITY; OR (v) ANY SPECIFIC RESULTS OR OUTCOMES FROM USE OF THE SERVICES, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9(b). APPCAST MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY MATERIALS OR CONTENT OUTSIDE APPCAST’S REASONABLE CONTROL.

10. Indemnification.

(a) Appcast Obligation to Indemnify. Appcast shall defend, indemnify, and hold harmless Customer, from and against any third-party suit, claim, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (collectively “Loss”) to the extent such Loss arises from Appcast’s: (i) infringement of the intellectual property rights of a third party directly caused by Customer’s authorized use of the Services as contemplated by this Agreement; and/or (ii) gross negligence or willful misconduct in performing the Services under this Agreement. Appcast shall have no obligation to indemnify Customer to the extent any Loss arises from: (1) Customer Data or instructions provided by Customer to Appcast; (2) modification of the Services by anyone other than Appcast; (3) Customer’s use of the Services in combination with materials, systems, or data not provided or authorized by Appcast; or (4) Customer’s continued use of the Services after Appcast has notified Customer of an alleged infringement and provided a non-infringing alternative.
(b) Customer Obligation to Indemnify. Customer shall defend, indemnify, and hold harmless Appcast and its Affiliates and their respective directors, employees and agents from and against any third-party Loss to the extent such Loss arises from or relates to: (i) Customer’s breach of its representations, warranties, or obligations under this Agreement; (ii) any Customer Data provided by Customer to Appcast; (iii) Customer’s hiring practices, employment or job interviewing practices, programs or services; (iv) Customer’s violation of applicable laws and regulations; (v) Customer’s gross negligence or willful misconduct; (vi) Customer’s specifications or instructions that cause the Services to infringe the intellectual property rights of a third party; or (vii) Customer’s use of the Services in a manner not authorized by this Agreement.
(c) Indemnification Procedure. When seeking indemnification pursuant to this Agreement, the indemnified party shall: (i) promptly notify the indemnifying party in writing of any Loss, provided that any failure or delay to provide to such notice shall not affect the indemnifying party’s obligation to indemnify to the extent the indemnifying party is not materially prejudiced by such failure or delay; (ii) give the indemnifying party reasonable information, assistance, and cooperation required to defend such Loss; and (iii) allow the indemnifying party to control the defense of any such claim and all negotiations for its settlement or compromise, provided, however, the indemnifying party shall not settle any claim without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed.  The indemnified party may be represented in the defense of any such claim, at the indemnified party’s expense, by counsel of its selection. The indemnified party shall have no liability for settlements made or costs incurred without its consent.

11. LIMITATION OF LIABILITY.  

(a) EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, THIS SECTION 11(A) SHALL NOT APPLY TO EITHER PARTY’S LIABILITY FOR BREACH OF SECTION 7 (CONFIDENTIAL INFORMATION), EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION), OR EITHER PARTY’S LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(b) CAP ON LIABILITY.
(i) GENERAL CAP. EXCEPT AS SET FORTH IN THIS SECTION 11(B), IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF MANAGEMENT FEES PAID DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
(ii) ENHANCED CAP. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO EITHER PARTY’S LIABILITY FOR BREACH OF SECTION 7 (CONFIDENTIAL INFORMATION) SHALL NOT EXCEED THREE TIMES (3X) THE MANAGEMENT FEES PAID DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
(iii) UNCAPPED LIABILITY. NO CAP SHALL APPLY TO EITHER PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION) OR EITHER PARTY’S LIABILITY ARISING FROM OR RELATING TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(iv) PAYMENT OBLIGATIONS. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 11 LIMITS CUSTOMER’S OBLIGATION TO PAY ALL AMOUNTS OWED TO APPCAST UNDER THIS AGREEMENT.
(c) TIME LIMITATION. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE FIRST TO OCCUR OF: (I) THE TERMINATION OR EXPIRATION OF THE AGREEMENT; OR (II) THE FIRST EVENT GIVING RISE TO SUCH CAUSE OF ACTION. THIS LIMITATION SHALL NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. THIS SECTION 11(C) IS IN ADDITION TO AND NOT IN LIEU OF ANY OTHER LIMITATION OF LIABILITY UNDER THIS SECTION.
(d) ACKNOWLEDGEMENT. CUSTOMER ACKNOWLEDGES THAT THE MANAGEMENT FEE-BASED LIABILITY CAPS SET FORTH IN THIS SECTION REFLECT THE NATURE OF APPCAST’S ROLE AS A PROFESSIONAL MANAGED SERVICE PROVIDER EXECUTING CUSTOMER’S PRE-APPROVED INSTRUCTIONS AND CAMPAIGN PARAMETERS, THAT THE MANAGEMENT FEES CHARGED HEREUNDER HAVE BEEN PRICED IN RELIANCE ON THIS ALLOCATION OF RISK, AND THAT APPCAST WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

12. Term, Termination, and Suspension.

(a)  Term. 
(i) Order Form Term. The term of each Order Form shall be as set forth therein (each, an “Order Form Term”).
(ii) Agreement Term. The Agreement shall remain in effect for so long as any Order Form is active. Upon expiration or termination of all active Order Forms, the parties’ obligations shall be limited to those provisions that survive pursuant to Section 12(h).
(b) Termination for Convenience.  Either party may terminate any individual Order Form or this Agreement for any reason upon thirty (30) days’ prior written notice to the other party. If these Terms are terminated pursuant to this Section while any Order Forms are then active, such notice shall constitute termination of all active Order Forms as of the same effective date. In all cases, Customer shall remain obligated to pay all amounts owed for Services rendered and Recruitment Media purchased or committed to through the effective date of termination.
(c) Termination for Breach or Insolvency. Either party may terminate the Agreement (including all active Order Forms) if the other party: (i) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the nature of the breach in sufficient detail for the breaching party to attempt to cure it; or (ii) becomes insolvent, files voluntarily or involuntarily for bankruptcy, makes an assignment for the benefit of creditors, or appoints or suffers appointment of a receiver.
(d) Termination for Non-Payment. Notwithstanding Section 12(c), Customer’s failure to pay any undisputed amount within fifteen (15) days after written notice of such non-payment shall constitute an incurable material breach, and Appcast may terminate the Agreement (including all active Order Forms) immediately upon expiration of such fifteen (15) day period.
(e) Cross-Default. A material breach by Customer under any Order Form shall constitute a material breach of the Agreement, and Appcast may, at its option, terminate any or all Order Forms then in effect.
(f) Suspension of Services. Appcast reserves the right to immediately suspend the Services (including removal of job advertisements), in whole or in part, if Customer fails to pay any amount of any undisputed invoice when due under the Agreement. Appcast shall not be liable for any damages, losses, or costs arising from such suspension, including, without limitation, any impact on Customer’s recruitment campaigns or candidate flow. Suspension of Services shall not relieve Customer of its payment obligations under the Agreement, including obligations for Recruitment Media purchased or committed to prior to suspension.
(g) Effect of Termination. 
(i) Effect on Order Forms. Termination of any individual Order Form shall have no effect upon any other Order Form then in effect. Termination of the Agreement shall terminate all Order Forms as of the same effective date.
(ii) Payment Obligations. Upon termination of any Order Form or the Agreement for any reason, Customer shall pay all amounts owed to Appcast for Services rendered and Recruitment Media purchased or committed to on Customer’s behalf through the effective date of termination, including any non-cancellable commitments made by Appcast to Third-Party Media Vendors.
(iii) Appcast Platform Access and Data. Upon termination of the Agreement, Appcast may immediately deactivate Customer’s account and remove Customer’s and its Authorized Users’ access to the Appcast Platforms. Following ninety (90) days after the termination date, Appcast may delete Customer’s account and all related data, unless Customer requests temporary access in writing no later than thirty (30) days from the termination date. Any such temporary access shall be for the sole purpose of permitting Customer to retrieve Customer Data and Output accessible through the Appcast Platforms and shall not exceed five (5) days.
(h) Survival. Any provision of the Agreement that by its nature is intended to survive termination or expiration shall survive accordingly, including without limitation, Sections 6 (Intellectual Property), 7 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability), each of which shall survive in full, and Section 3 (Payment Terms) and Section 12(g) (Effect of Termination), each of which shall survive to the extent necessary to enforce any obligations incurred prior to the effective date of termination or expiration.

13. Miscellaneous.

(a) Customer Affiliates. To the extent any Affiliate of Customer wishes to engage Appcast for the Services, such Affiliate shall execute a separate Order Form, which shall be governed by and incorporate these Terms. Upon execution, such Affiliate shall be bound by these Terms as though it were “Customer” hereunder. All charges for Services provided to Customer and its Affiliates will be invoiced to Customer, and Customer shall remain solely responsible for all payments.  Customer and each such Affiliate shall be jointly and severally liable for all obligations under that Affiliate’s Order Form and these Terms. For purposes of this Agreement, Customer and its Affiliates are collectively a single “Customer” and all limitations, caps, and exclusions herein apply to Customer and its Affiliates collectively.
(b) Order of Precedence. In the event of any conflict or inconsistency between the documents forming the Agreement, the following order of precedence shall apply (highest to lowest): (i) these Terms; (ii) the applicable Order Form; (iii) the applicable Product Description(s); (iv) any other documents incorporated by reference; provided, however, that an Order Form may expressly override a specific provision of these Terms only if such Order Form specifically identifies the provision being overridden and states the parties’ intent to override.
(c) Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party. Notwithstanding the foregoing, to the extent these Terms are incorporated by reference via URL (and not attached to or modified in an applicable Order Form), Appcast may update these Terms and the Product Descriptions from time to time upon thirty (30) days’ prior written notice to Customer. If Customer objects to any material update, Customer may terminate any affected Order Form within thirty (30) days of receiving such notice.
(d) Publicity. Appcast shall be entitled to refer publicly to Customer as one of its customers and use Customer’s name, brand, and/or logo in connection with its promotional, sales, public relations, and marketing materials.
(e) Waiver. No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by both parties. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(f) Entire Agreement; Counterparts. The Agreement comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. The Agreement may be executed in two or more counterparts, shall be deemed an original, and together shall constitute a single instrument. The Agreement may be executed by electronic signature. Additional or conflicting terms contained in any purchase order, invoice, or other standardized form issued by Customer are expressly rejected and shall have no force or effect.
(g) Assignment. Customer may not assign any of its rights or delegate any of its obligations under this Agreement without Appcast’s prior written consent, which shall not be unreasonably withheld. Appcast may assign this Agreement, in whole or in part, upon written notice to Customer. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning party of any of its obligations under this Agreement unless the non-assigning party consents in writing. Without limiting the generality of the foregoing, Appcast may fulfill any of its obligations under the Agreement by engaging the service of any independent third party. For purposes of this Section, a merger, acquisition, or change of control of Customer shall be deemed an assignment requiring Appcast’s prior written consent. Customer may, however, assign this Agreement without Appcast’s consent to an entity that acquires all or substantially all of Customer’s assets or business, provided such entity assumes all of Customer’s obligations hereunder in writing.
(h) Governing Law; Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts and the state courts located in Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(i) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the applicable Order Form or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email to Appcast at the email address designated in the applicable Order Form, with a copy to Appcast Legal at legal@appcast.io and to Customer at the email address designated in the applicable Order Form. A Notice is deemed received: (i) upon personal delivery; (ii) one (1) business day after deposit with an overnight courier; or (iii) one (1) business day after delivery via email.
(j) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.