This document sets out the terms and conditions ("Terms") on which Whitecarrot Fz LLC of SPC Freezone, UAE ("Whitecarrot") provides customers with access to certain recruitment management services through the app.whitecarrot.io ("Platform").

Please read the terms set forth herein carefully before using the services offered by Whitecarrot.

By mutually executing one or more Order forms with Whitecarrot that reference these Terms (each, an “Order form”), you (“Customer”) agree to be bound by these terms (together with all order forms, the “Agreement”) to the exclusion of all other terms. If the terms of this agreement are considered an offer, acceptance is expressly limited to such terms. If you do not accept these Terms, you will not be able to use the Platform and the Services.

You are advised to print and retain a copy of these Terms for future reference. These Terms which are set forth at https://www.whitecarrot.io/terms, may be subject to change from time to time and accordingly, you are advised to refer back to these Terms from time to time and before making use of the Platform and Services.

Whitecarrot shall communicate any material changes to the Customer in writing. In the event of a significant change, Whitecarrot will provide the Customer with at least 30 days’ notice via email or other communication channels. During this period, Customer will have the opportunity to review the changes. If Customer does not agree with the updated terms, it may choose to discontinue using Whitecarrot services by opting out as provided in the notice. Continued use of the platform after the effective date of the updated terms will constitute your acceptance of the changes.

1. Purpose

The customer is seeking a partner to find, browse, screen, assess, and track candidates, establish a scalable hiring process, and fulfil other staffing needs. 

2. Order form

An Order Form is a document that

1. references this Agreement,
2. describes certain services and/or products to be provided by Whitecarrot to the Customer hereunder, as well as certain responsibilities of the Customer, and
3. is mutually executed by authorized representatives of both parties. Upon mutual execution, each Order Form will be incorporated into and form a part of the Agreement.

3. The Platform & the Services

3.1 In consideration for the payment of the Fees, Whitecarrot shall provide the Customer with the Applicant tracking system "ATS" that typically includes:‍

3.1.1 Ability to browse, screen, assess, and track Candidates. It assists the talent acquisition team and other collaborators in managing the hiring process.

3.1.2 the facility for storing the Customer’s recruitment data securely. (collectively, the “Data Storage Services”).

3.1.3 the facility to add accounts for "Collaborators", meaning the Customer’s employees and nominated representatives on their hiring team, by nominating such individuals to create individual user accounts.

3.1.4 the facility to create "Jobs", meaning descriptions of an employment or contractor role or position that the Customer is seeking to fill (note the ability of the Customer to do this may be limited to a set number of Jobs in accordance with the Order form executed by the Customer);

3.1.5 the facility to upload "Customer Information", meaning information about the Customer’s organization or any Job;

3.1.6 the facility to publish Jobs and collect Candidate Applications from various job boards and social media services where they are advertised by the Customer to potential "Candidates", meaning persons seeking employment on a contract or permanent basis who register with Whitecarrot

3.1.7 the ability to view the "Profile" of a Candidate who applies for a Job with the Customer, which means the information submitted by a Candidate through the Services which may include a summary of the Candidate’s academic background, work experience, technical or product skills and employment history;

3.1.8 Access to certain materials, data, and/or information, including, without limitation, Candidate information, interview notes, site content, selection criteria, technical assessments, derived data, data analytics, recorded interviews, instructional videos, instructional materials, interview methodologies, and other similar materials (collectively, the “Licensed Materials”).

3.1.9 As part of the Licensed Materials, Whitecarrot will provide the Customer with web-page(s) to attract candidates (the "Career Page"), Candidate Data submission forms, evaluation score(s) and notes, interview evaluation score(s) and notes (individually and collectively referred to as “Candidate Responses”) and recommendations from various candidate submissions and interviews (the, “Recommendation”).

3.2 Add-on Services: The Company may offer other Add-on services to assist with Talent Acquisition Services if classified separately in Order Form(s). Such Add-on Services will incur charges in addition to the Fees, such additional charges will be as agreed between Whitecarrot and Customer and will be invoiced to the Customer and payable on or before the commencement of applicable services. The Add-on services typically include;

3.2.1 Candidate Search Service: This is a search tool allowing Customers to search for prospective Candidates by skills and qualifications, regardless of whether that prospective Candidate has applied for a Job. Where the Customer uses the Candidate Search Service, the Customer hereby instructs Whitecarrot to search for such Candidates within opt-in databases, such as social networks, and candidate databases on job boards and to rank candidates as follows.

1. the frequency of inclusion in prospective Candidate’s profile of the keywords selected by the Customer, or typical in relation to the role for which the Candidate has applied;
2. the fields inside the prospective Candidate’s profile, where the keywords are located: headline, summary, skills, work experience (company name, summary, title), education (degree classification, field of study, degree, school name), location (locality, administrative level, country);
3. the completeness of the Candidate’s profile in terms of name, location, social profiles, work experience, education, skills, emails or images; and
4. whether the filters applied by the Customer e.g. location, company name and university name match the Candidate’s profile.

3.2.2 Candidate Assessment Services: the ability to request certain services from Whitecarrot to assist with assessment of Candidate skills during the hiring process and may include hiring experts from within or outside of Whitecarrot to complete such assessments.

3.2.3 Implementation Services: the ability to request certain implementation services from Whitecarrot to allow a Customer or Collaborator the ability to access and use the Platform and Services on their systems, including through the use of a Whitecarrot API.

Subject to the terms and conditions of this Agreement and the applicable Order Form, Whitecarrot will perform the services set forth in each Order Form, which includes access to Platform or products specified therein (collectively, “Services”) during the applicable Term (as defined below). Services may also include any additional products subscribed by the Customer from within the Platform.

4. Collaborators

‍4.1 Whitecarrot reserves the right to conduct verification and security procedures in respect of all information provided by the Customer to Whitecarrot. If Whitecarrot has reason to believe that the information provided by the Customer to register and use any of the Services, including the Customer’s employee count, is inaccurate, breaches or is likely to breach any of the provision in these Terms, Whitecarrot at its sole discretion may take any action that it deems appropriate including without limitation, to terminate the Customer’s Contract.

4.2 These Terms shall apply to any and all Collaborators who access and use the Platform and the Customer Services through the Customer’s account. The Customer acknowledges and agrees:

1. all Collaborators must use the corporate email address allocated to them by the Customer when creating a Collaborator profile;
2. Whitecarrot may allocate the Customer "Admin" or "Member" accounts with varying levels of access, and the Customer shall comply (and ensure each Collaborator complies) with any directions of Whitecarrot relating to the establishment and use of such Collaborator accounts;
3. only one person may log-on to the Platform and/or access the Services using any one Collaborator account at any one time; and
4. the Customer is directly liable to Whitecarrot at all times for the acts or omissions of its Collaborators.

4.3 The Customer shall, and shall ensure its Collaborators, keep any Customer and Collaborator usernames and passwords ("Logins") safe and secure to ensure that they are not used without the Customer’s permission. The Customer must immediately notify Whitecarrot if it has reason to believe that there has been unauthorised use or access to the Customer’s Logins and/or the Customer’s profile on the Platform. The Customer shall be solely responsible and liable for any breaches of these Terms arising out of or resulting from use of the Customer’s Logins to access the Services and/or the Platform, whether such use is authorised by the Customer or not.

At any time upon notice to the Customer, Whitecarrot may require the Customer to execute any further documents to confirm the Customer’s acceptance of, or give full effect to, these Terms.

5. Customer Responsibilities.

5.1. The Customer shall, and shall ensure that its Collaborators shall, at all times use the Services and the Platform in accordance with these Terms.

5.2 The Customer shall ensure that its use of the Services and/or the Platform, including the submission of any information, data, images, videos, audio, files, links to external websites, communication between Collaborators and with Candidates, and all other material of any format ("Submissions"):

5.2.1 comply with all applicable laws and legislations

5.2.2 do not infringe any intellectual property rights or other proprietary rights of any third party;

5.2.3 not reasonably be deemed to:

1. be offensive, illegal, inappropriate or in any way:
   1. promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
   2. harass or advocate harassment of another person;
   3. display pornographic or sexually explicit material;
   4. promote any conduct that is abusive, threatening, obscene, defamatory or libellous;
   5. promote any illegal activities;
   6. provide instructional information about illegal activities, including violating someone else’s privacy;
   7. create computer viruses or implement any form of software or scripts onto the Platform that have the appearance of coming from a user or candidate (for the avoidance of doubt, this shall not apply to API use);
   8. promote or contain information that you know or believe to be inaccurate, false or misleading;
   9. engage in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;
   10. exploit people in a sexual or violent manner; or
   11. invade or violate any third party’s right to privacy;
2. register the same Customer more than once for the purpose of circumventing Customer limitations which have been created by the Platform such as the number of Jobs the Customer is permitted to create;
3. publish Jobs that do not correspond to actual unfulfilled full time/part-time/hourly employment/contract positions;
4. publish Jobs for multi-level marketing positions, pyramid schemes or self-employed opportunities;
5. publish Jobs with the aim of harvesting Candidates for any reason other than legitimate employment;
6. publish Jobs that direct Candidates to apply through means that are not supported by Whitecarrot and the Platform;
7. publish Jobs on behalf of a company without their knowledge and consent;
8. request payments from Candidates; and
9. transmit junk mail, or chain letters, or unsolicited mass mailing, messaging or spamming; and the Customer hereby indemnifies Whitecarrot for all losses, liabilities, costs and expenses (including but not limited to legal costs) suffered or incurred by Whitecarrot which arise directly or indirectly from a breach by the Customer of this clause 5.2.

5.3 Unless otherwise explicitly stated by Whitecarrot, Whitecarrot does not vet, verify the accuracy, correctness and completeness of, edit or modify any Submissions or any other information, data and materials created, used and/or published by the Customer on the Platform to determine whether they may result in any liability to any third party. The Customer hereby warrants that the Customer has the right to use all such information and material.

5.4 Subject to clause 5.3, Whitecarrot may enhance the Profile by using data related to the Candidate, obtained from third parties. Such additional information may include links to any social media websites used by Whitecarrot in enhancing the Profile. In such circumstances, Whitecarrot does not vet, verify the accuracy, correctness and completeness of such data used to enhance the Profile and no guarantee is given that any enhancements to the Profile will be error free or ultimately achieve any enhancement to the Profile and it is the responsibility of the Customer to verify the accuracy of such information before making any hiring decisions.

5.5 Notwithstanding clause 5.3, Whitecarrot reserves the right to refuse to publish any Submissions, or to at any time remove or edit a Submission (in whole or in part), if Whitecarrot has reason to believe that the Customer’s use of the Services and/or the Platform breaches these Terms.

5.6 The Customer shall not:

5.6.1 at any time use the Services and/or the Platform with the purpose of impersonating another user or person;

5.6.2 use the information made available to the Customer through its use of the Services and/or the Platform for any purpose other than in connection with the recruitment of staff;

5.6.3 except in respect of the Candidate Search Services, use the Platform or Services to contact any Candidate or other person who has not either applied for an Job or been identified by the Customer through other means; and

5.6.4 do anything whatsoever which shall or is likely to impair, interfere with, damage, or cause harm or distress to any person or all or any part of any computer, computer network, telecommunications service or infrastructure.

5.7 The Customer shall not (and shall not permit any third party to), directly or indirectly:

1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction);
2. modify, translate, or create derivative works based on the Services;
3. copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services;
4. use the Services for the benefit of a third party;
5. remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof;
6. use the Services to build an application or product that is competitive with any Whitecarrot product or service;
7. interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or 
8. bypass any measures Whitecarrot may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services). 

5.8 Whitecarrot takes breaches of the Terms, and in particular, this clause 5, very seriously and therefore reserves the right to take any action that Whitecarrot deems necessary. This can include, without limitation, suspension or termination of the Customer’s use of the Services and/or access to the Platform. In certain circumstances Whitecarrot may choose to instigate legal proceedings as appropriate if there is any illegal use of the Services and/or the Platform, or disclose information to any third party who is claiming that any material posted or uploaded onto the Platform constitutes a violation of their intellectual property rights or of their right to privacy or if the material is posted without that third party’s prior consent. The Customer shall promptly notify Whitecarrot if it is aware of any or any suspected breaches of this clause 5 by its Collaborators.

6. Customer interaction with candidates

6.1 The Customer shall ensure that any Job it publishes through the Platform contains the sufficient information to allow a Candidate to make an informed decision as to applying for the role in question.

6.2 The Customer warrants and represents that the information provided pursuant to clause 6.1 and in respect of the Customer Information shall be correct, complete, accurate and up to date. In the event the information in the Job or the Customer Information is incorrect, incomplete, inaccurate or out of date, then the Customer must immediately take all necessary steps to rectify such information.

6.3 Where the Customer makes use of the Candidate Search Services, it will have the ability to contact Candidates that have not already applied for an Job. Where a Customer wishes to contact such Candidates, it shall only do so in respect of an existing and valid Job on the Platform and not as a general solicitation.

6.4 The Customer shall at all times use the Services and the Platform in accordance with the applicable law and legislation and in particular, all applicable data protection, employment and anti-discrimination legislation. In particular:

1. Customers undertake that they will collect personal data relating to Candidates only to the extent that the collection of those data is necessary and relevant to the performance of the Job which is being applied for;
2. If the Customer selects to access the social media profiles of the Candidates, the Customer shall refer only to appropriate social media when making decision relating to Candidates. The Customer shall consider whether the processing is necessary for the purpose for which it was collected, including whether the social media profile of the candidate is related to business or private purposes, as this can be an important indication for the legal admissibility of the data inspection.

6.5 The Customer is solely responsible for the use of the Services and its internal management of the recruitment process, for each Candidate search (including the Candidate Search Services) that the Customer undertakes and any Job advertised by the Customer through the Platform. The Customer is also responsible for confirming;

1. each Candidate’s qualifications, skills, training and experience;
2. that the Candidate has the right to work in the relevant jurisdiction; and
3. procuring from the Candidate(s) all information reasonably required by the Customer to determine the Candidate’s suitability to the Job.

6.6 The Customer acknowledges that Whitecarrot does not have any control of and therefore cannot reasonably accept any liability in respect of the behaviour, response or actions of the Candidates. Whitecarrot does not warrant, represent or guarantee that the Customer will be able to fill the Job using the Services.

6.7 The Customer shall, and shall procure that its Collaborators shall at all times keep all information including without limitation, the Candidates’ Profiles, communication and correspondences between the Customer, Whitecarrot and the Candidates, and all information relating to the Candidates and the recruitment process secure and confidential.

6.8 The Services shall be personal to the Customer organisation and the Customer has no right whatsoever to resell the Services to any third party for any reason without the express written approval of Whitecarrot.

6.9 The Customer acknowledges and agrees that it is the Customer’s responsibility to ensure it enters into any necessary contractual arrangements with Candidates (whether for temporary, casual, contract or permanent employment). The terms of employment and any contractual arrangements shall be negotiated and agreed between the Customer and the approved Candidate directly. In the event there is a dispute between the Customer and any Candidate (whether it relates to the interview or selection process, the contractual arrangements between the parties or otherwise) – collectively, a "Dispute" - the Customer agrees Whitecarrot is not liable for any loss or damage suffered by the Customer resulting from any such Dispute and the Customer hereby releases and holds harmless Whitecarrot from any such loss or damage or any liability in relation to any Dispute.

6.10 The Customer hereby indemnifies Whitecarrot against all losses, liabilities, costs and expenses (including but not limited to legal costs) suffered or incurred by Whitecarrot which arise directly or indirectly from any Dispute, or any breach by the Customer of clause 6.4.

6.11 Customer may provide Whitecarrot with access to Customer’s applicant tracking system (the “Customer ATS”), Whitecarrot shall have the right to access, modify, and download data from and submit data to the Customer ATS. Customer will also perform any obligations of Customer that may be set forth in the Order Form.

7. License to ATS and Licensed Materials

Subject to the Terms of this Agreement, Whitecarrot hereby grants Customer:

1. a limited, non-transferable, non-sublicensable, non-exclusive license to internally use the ATS, Licensed Materials and any other Service as specified in an Order Form during the Term, solely for the purposes set forth in this Agreement. Such license shall automatically terminate ninety (90) days after the termination or expiration of this Agreement. Nothing in this Agreement or otherwise shall be interpreted or construed to grant Customer any proprietary interest in the Licensed Materials.
2. a perpetual, worldwide, non-transferable, non-exclusive license to internally use the Interview Results, solely for the purpose of Customer’s internal hiring decisions and internal hiring analytics with respect to Candidates.

All Licensed Materials (exclusive of all Customer Confidential Information contained therein) are the Confidential Information of Whitecarrot, and Customer will not disclose any Licensed Materials or Interview Results to any third party.

8. Services Ownership

8.1 As between the parties, Whitecarrot owns and retains all right, title, and interest in and to the Services, Licensed Materials (exclusive of all Customer Data contained therein), Whitecarrot Confidential Information, and all software, products, works, and other intellectual property and moral rights related thereto or created or provided by Whitecarrot in connection this Agreement, including any copies and derivative works of the foregoing.

Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the Services and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.

8.2 Customer shall perpetually own all title and interest in any report downloaded through use of Services by the Customer through processing of Customer Data and/ or Candidate Data.

9. Payment Terms

Customer shall pay Whitecarrot or its authorized representatives the fees as set forth in the applicable Order Form (“Fees”). Fees will be due net-30 days after Customer’s receipt of the applicable invoice unless otherwise specified in the initial Order Form.

Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Services (excluding taxes based on Whitecarrot’s net income).  

All Fees paid are non-cancellable, non-refundable (except as expressly set forth in clause 10.2 below or in the initial Order Form) and are not subject to set-off.

10. Term and Termination

10.1 Term.  The term of this Agreement (the “Term”) shall commence as of the Effective Date set forth on the initial Order Form, and unless earlier terminated as set forth herein or therein, shall continue until ninety (90) days following the expiration of all Order Form Terms.  For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the Effective Date set forth on such Order Form, and unless earlier terminated as set forth herein or therein, shall continue for the initial term specified on such Order Form.

10.2 Termination.  Either party may terminate this Agreement or any Order Form for cause if the other party has breached any of its material obligations under this Agreement or such Order Form and has failed to cure such material breach within 30-days after receiving written notice to do so from the other party. Customer shall remain responsible for and, upon termination, shall promptly pay Whitecarrot for all Services performed as of the date of termination. If Whitecarrot terminates for Customer’s material breach, Customer shall remain responsible for the Fees, if any, due for the remainder of the Agreement. If Customer terminates for Whitecarrot’s material breach, Customer shall receive a refund of Fees for any Service as set forth, prorated from the effective date of termination, less any applicable discounts. Following notice of termination, Whitecarrot may suspend all Services without liability of any kind or, at its sole option, require Customer to pay for such Services in advance.

10.3 Termination of License; Return of Materials Customer’s access to the Services, all obligations of each party hereunder, and all rights granted hereunder shall terminate upon the earlier of (a) ninety (90) days after completion of the Services and (b) expiration or termination of this Agreement. Customer shall return all Licensed Materials to Whitecarrot upon expiration or termination of this Agreement (as applicable); provided that Customer may retain the Customer Data or Candidate Data as per clause 8.2 and 12.5(5)(b) after termination or expiration of this Agreement.

11. Confidentiality

During the Term, a party (“Recipient”) may be provided confidential or proprietary information of the other party (“Discloser”), including hiring requirements, processes, criteria, policies, priorities, resources, methods, plans, customer lists, and other business information that the Discloser designates as confidential or the Recipient knows or reasonably should know is considered by the Discloser to be confidential or proprietary in nature.

The Recipient agrees, during and after the Term, not to use any of the Discloser’s Confidential Information except for the purposes of this Agreement and not to disclose such information to any third party or to assert an ownership interest in such information. Further the Recipient agrees to take all reasonable precautions to prevent unauthorized or inadvertent disclosure of such, and to be responsible for any breach of these obligations by its officers, directors, contractors, or employees hereunder. For clarification, all Licensed Materials constitute Whitecarrot Confidential Information.

Customer Confidential Information includes Customer Data as well as selection criteria provided to Whitecarrot used by Customer to select Candidates (“Customer Criteria”), including Customer’s specific hiring requirements, policies, priorities, and resources. Notwithstanding anything to the contrary, Confidential Information does not include information available to the public without restriction on its use, information rightfully provided to the Recipient by a third party under no duty to the Discloser to maintain it in confidence, information rightfully in the Recipient’s possession without restriction on use or disclosure prior to disclosure by the Discloser, or information independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

Recipient may disclose any information that it is required to disclose in response to a court order, subpoena or other legally binding process; provided that, to the extent legally permissible, the Discloser is provided prior written notice of, and an opportunity to contest, such requirement. Neither party will disclose the terms and conditions of this Agreement to any third party, except to their bona fide prospective investors and/or acquirers.

12. Data Use

12.1 Customer Data: As part of the Services, Whitecarrot may have access to certain data from the Customer ATS, including without limitation, information related to past candidates for interviewed or otherwise considered for positions with Customer (the “ATS Data”). Whitecarrot acknowledges that Customer owns all right, title, and interest (including all intellectual property rights) in Customer Criteria, ATS Data, and Customer Confidential Information (collectively, “Customer Data”).

Notwithstanding anything to the contrary, Customer acknowledges and agrees that Whitecarrot may internally use and modify (but not disclose) Customer Data for the purposes of 

1. providing the Services and any support or consultation services to Customer and
2. generating Aggregated Anonymous Data (as defined below), and freely use and make available Aggregated Anonymous Data for Whitecarrot’s business purposes (including without limitation, for purposes of refining and improving its evaluation processes, benchmarking, developing product offerings, and producing white papers and other publications relating to Whitecarrot’s interview and assessment processes). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Whitecarrot in connection with its performance under this Agreement and from Customer’s use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to Customer or any individual Candidate.

12.2 Use of Customer Name: Notwithstanding anything to the contrary, Customer hereby grants Whitecarrot the limited right to use Customer’s name and logo as necessary for Whitecarrot to perform the Services. Whitecarrot understands that they are an extension of the Customer brand while performing related services and are considered brand ambassadors in the candidate market; and will ensure to convey accurate information about Customer’s products, services, structure, history, growth plans, organizational culture, as well as benefits and remuneration, to all candidates, irrespective of whether or not the candidates are suitable for Customer. 

12.3 Candidate Data. Notwithstanding anything to the contrary, Whitecarrot’s collections and use of information about Candidates (“Candidate Data”) will be governed by Whitecarrot’s Candidate Privacy Policy, which may be updated by Whitecarrot from time to time and will not be considered Customer Data or Customer Confidential Information. Whitecarrot agrees that it will not disclose to any third party any Licensed Materials in a manner that personally identifies Candidates without the prior consent of Customer and the applicable Candidate.  Additionally, Whitecarrot will not disclose the identity of any Candidate and his or her relationship with Customer to any third party without Customer’s prior consent, provided that nothing shall prohibit Whitecarrot from providing its services to a third party with respect to a Candidate if such third party independently identified such Candidate.

12.4 Data Protection and Processing of Personal Data.

1. Unless otherwise agreed, where an applicable law makes a distinction between a data controller and data processor, Customer is the data controller and Whitecarrot is the data processor.
2. “Customer Personal Data” means information that identifies a person, such as a name or online identifier, that is uploaded into the ATS by Customer, Customer Affiliates, Customer Personnel or Customer’s job applicants.
3. In addition to its general obligations to comply with applicable laws, the Whitecarrot must:
   1. only process Customer Personal Data for the purposes of providing the Services under the Agreement and as directed by Customer in writing. If the Whitecarrot reasonably believes that by following such directions it would be in breach of applicable laws, Whitecarrot must inform Customer of its concerns before processing the relevant data;
   2. not disclose Customer Personal Data without Customer’s prior written consent, unless the disclosure is required by applicable law and that Personal Data of any candidate has immediately notified Customer; if disclosure of Customer Personal Data is or may be required by applicable law, to the extent such notification is not prohibited by that applicable law;
   3. ensure all Whitecarrot personnel with access to Customer Personal Data understand and comply with the Whitecarrot’s obligations under clause 11 and this clause 12;
   4. Whitecarrot must ensure any subcontractors comply with all Whitecarrot’s obligations under this clause 12;
   5. assist Customer, upon request, to respond to requests from data subjects to exercise their rights (including with respect to access to and correction of personal data);
   6. cooperate and provide information required by Customer so it can meet its obligations under applicable law including in relation to information about its processing systems and conducting privacy impact assessments;
   7. make available to Customer any information necessary to demonstrate its compliance with the obligations in this clause 12;
   8. promptly notify Customer if it receives a complaint from any individual regarding the way his or her personal data has been processed and advise Customer how it has addressed the complaint;
   9. provide reasonable assistance to Customer to enable Customer or another party authorised by Customer to audit the Whitecarrot’s compliance with this clause; and
   10. if requested, enter into a data transfer agreement with Customer:
       1. based on clauses approved by the European Commission as the standard contractual clauses for the transfer of personal data to processors in third countries (EU model clauses); or
       2. as otherwise required to ensure any applicable restrictions on the cross-border transfer of personal data are complied with.‍
4. Data Security Obligations. Whitecarrot must:
   1. put in place and maintain appropriate technical, organisational and security measures to secure Customer Data, having regard to the risk of accidental or unauthorised access, loss, destruction, misuse, modification, disclosure or damage to Customer Data, including in compliance with all Applicable Laws; and
   2. maintain up-to-date and accurate documentation on the measures taken under clause 12.4(3)(a), including any failures to meet the requirements of such measures, the steps taken to remediate failures and prevent failures, and provide such documentation to the Customer upon its request.
5. Where Customer Data is processed by including Customer Personal Data or its personnel, Whitecarrot must ensure that:
   1. the Customer Data is hosted only at data centres in the jurisdictions as agreed in writing by Customer and must not change the jurisdiction in which the Customer Data is hosted without the consent of Customer; and
   2. upon termination or expiry of the Agreement, subject to any different periods or retention requirements agreed in Agreement:
      1. provide final export of all Customer Data in a reasonable accessible and documented machine-readable format or a format as otherwise agreed (e.g. XML or CSV);
      2. when requested to do so by Customer, permanently delete and confirm the permanent deletion of any Customer Data in the Whitecarrot’s possession (unless prohibited to do so under applicable law); and
      3. in the absence of an express request for permanent deletion during the 90 days after termination or expiry, permanently delete all Customer Data no later than 91 days after termination or expiry.
6. In case of a security incident involving accidental loss or destruction of, or unauthorised disclosure of or access to, Customer Personal Data or, a cyber security or data security breach on any system (including those of its subcontractor) used in connection with the Services which has or may impact Customer Personal Data, Whitcarrot must report such incident to Customer within undue delay and in any case not exceeding 48 hours from the time of becoming aware of such incident and to the extent practicable, mitigate any harmful effect of such incident. In any such security incident, Whitecarrot shall cooperate with Customer in providing notices to individuals regarding the incident, as directed by Customer, and further cooperate with any investigation into the incident that is subsequently undertaken by any data privacy authority, in consultation with Customer.
7. Each Party warrants to the other that it will comply with its respective obligations under all applicable laws relating to the processing of personal data collected by or disclosed to it pursuant to the Agreement.

This clause 12.4 will survive expiry or termination of the Agreement.

13. Warranties, Disclaimer, Limitation of Damage, and Indemnification

13.1 Whitecarrot warranties: Whitecarrot hereby warrants to Customer that:

1. it has not and shall not knowingly infringe upon the intellectual property rights and data privacy rights of any third parties in performing Services and its obligations under the Agreement, and the Customer’s receipt, utilisation and/or exploitation of the Services during the Term, to the best of Whitecarrot’s knowledge, will not breach any third party intellectual property rights;
2. If any third party intellectual property rights or moral rights are used by the Whitecarrot in the performance of the Services or are required or contemplated to be used by Customer in the use and enjoyment of the Services, Whitecarrot has obtained, at no additional cost to Customer, all necessary licenses and consents for such use (including to reproduce, modify or adapt), or assignments of, such rights, to the best of Whitecarrot’s knowledge and understanding.
3. all information and communications it provides to Customer in connection with performance of the Agreement, to the best of Whitecarrot’s knowledge, are complete and accurate;
4. it has all relevant approvals, licenses and permits in place to perform the Services and provide access to Licensed Materials under the Agreement;

13.2 Disclaimer: except as expressly set forth in this agreement, Whitecarrot makes no warranties of any kind with respect to the services or licensed materials, all of which are provided “as is”. Except as expressly set forth in this agreement, Whitecarrot does not warrant that any of the above or the results of the services are accurate or will meet customer’s requirements or will comply with customer’s policies or applicable law. Except as expressly set forth in this agreement, Whitecarrot hereby disclaims all warranties, whether express, implied or statutory, including but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, interference with quiet enjoyment and any warranties arising from course of dealing, usage or trade practice.

13.3 No consequential damages: Neither party shall be liable to the other party for any indirect, incidental, exemplary, special, punitive or consequential damages or losses relating to any of the services or licensed materials, whether such liability is based on contract, warranty, tort (including negligence), product liability or otherwise, even if such damages were foreseeable or either party had been advised in advance of the possibility of such loss or damage.

13.4 limitation of damages: In no event shall the liability of either party for all claims of any kind arising from this agreement exceed the total fees actually due to Whitecarrot under this agreement. Multiple claims shall not expand this limitation. The limitation of damages contained herein reflect the allocation of risk among the parties and shall survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.

13.5 Exceptions: The limitations contained in clauses 13.3 and 13.4 shall not apply to limit a party’s liability for claims resulting from such party’s breach of clauses 5 or 12 for each party’s confidentiality obligations under clause 11 and indemnification obligations pursuant to clause 14.3.

14. Relationship and Assumption of Risk

14.1 Independent Contractor:  Whitecarrot is an independent contractor. Nothing herein shall be deemed or construed to create a relationship of principal and agent or of employer and employee between the parties, or to create a partnership, joint venture, or similar relationship between the parties. Customer acknowledges that Whitecarrot’s services are being retained only in connection with Customer’s own process of reviewing applicants for employment with Customer and that Whitecarrot’s Services will not be used by Customer to provide any type of assessment of any interviewed individual to any other entity or for the purpose of placing any interviewed individual in a Job with any other entity.

14.2 Assumption of Risk:  Customer is solely responsible for determining whether and how to use the Interview Results in its hiring decisions and for its hiring decisions. Customer assumes all risks arising from Customer’s hiring and employment activities and decisions. Customer releases and agrees to defend, indemnify, and hold Whitecarrot harmless from and against all third-party claims asserted against Whitecarrot, and any judgment or liability imposed against Whitecarrot pursuant to such claims, to the extent such claims arise out of Customer’s hiring and/or employment activities and/or decisions unless otherwise specified in the initial Order Form .

14.3 Whitecarrot Indemnity:  Whitecarrot agrees to indemnify, defend and hold harmless Customer from and against all third party claims asserted against Customer, and any judgment or liability imposed against Customer pursuant to such claims, to the extent such claims allege that:

1. the Services or Licensed Materials infringe or violate any third party’s intellectual property and/ or data privacy rights; provided that the obligations of Whitecarrot do not apply to the extent such claims arise from
   1. materials not created or provided by Whitecarrot (including without limitation any Customer Data),
   2. materials made in whole or in part in accordance to Customer specifications,
   3. materials modified after delivery by Whitecarrot,
   4. materials combined with other products, processes or materials not provided by Whitecarrot (where the alleged claim arises from or relates to such combination),
   5. Customer continuing allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or
   6. Customer’s use of the Services is not strictly in accordance herewith; and,
2. any act or omission of negligence or any act of wilful misconduct by Whitecarrot or its personnel in connection with the Agreement, provided that such acts or omissions are directly attributable to Whitecarrot and not caused by factors outside of Whitecarrot’s reasonable control.

14.4 Procedures:  Each party’s indemnification obligations hereunder shall be conditioned upon the indemnitee providing the indemnitor with: (a) prompt written notice of all indemnifiable claims (provided that a failure to provide such notice shall only relieve the indemnitor of its indemnity obligations if the indemnitor is materially prejudiced by such failure); (b) sole control over the defense and settlement of all indemnifiable claims (provided that the indemnitee may participate in such defense and settlement at its own expense); and (c) reasonable information and assistance in connection with such defense and settlement (at the indemnitor’s expense).

15. Miscellaneous

This Agreement shall be construed and interpreted in accordance with the applicable laws, without regard to its conflict of laws principles. This Agreement represents the entire agreement between Customer and Whitecarrot with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, communications, and proposals (whether oral, written or electronic) between Customer and Whitecarrot with respect thereto. 

All notices under this Agreement shall be sent via electronic mail to the contact for each party set forth on the most recent Order Form, and shall be deemed to have been duly given when receipt is electronically confirmed. Either party may update its address set forth above by giving notice in accordance with this clause. Except as otherwise provided herein, this Agreement may be amended only by a writing executed by both parties.  Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; and civil or public disturbances. 

Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that 

1. each party may assign this Agreement without such consent to a successor-in-interest in connection with a sale of all or substantially all of such party’s business or assets relating to this Agreement, and
2. Whitecarrot may utilize subcontractors in the performance of its obligations hereunder.  Whitecarrot will be directly responsible for performance of its obligations hereunder by its subcontractors.
3. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
4. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

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August 2024