END USER LICENSE AGREEMENT 

Last Updated: 05-23-2026

 

This End User License Agreement, together with any Order Form, Subscription Agreement, Statement of Work, Data Processing Addendum, Privacy Policy, Acceptable Use Policy, and other terms incorporated by reference, collectively the “Agreement,” is entered into by and between Excelhire LLC, a Texas limited liability company, with its principal place of business at 7700 Preston Rd Ste 402 Frisco, TX 75034 (“Company,” “we,” “us,” or “our”), and the customer, organization, entity, or individual accessing or using the Platform (“Customer,” “you,” or “your”). 

This Agreement governs your access to and use of the Company’s SaaS-based HR, recruitment, workforce, compliance, immigration case management, document management, analytics, automation, and related software platform, including all websites, portals, dashboards, APIs, mobile or web applications, integrations, documentation, updates, and related services made available by Company, collectively the “Platform.” 

By accessing, registering for, or using the Platform, clicking “I Agree,” signing an Order Form, or otherwise using the Services, you agree to be bound by this Agreement. If you are accepting this Agreement on behalf of an organization, you represent and warrant that you have authority to bind that organization. 

If you do not agree to this Agreement, you must not access or use the Platform. 

  1. Definitions: For purposes of this Agreement: 

“Account” means the account created by Customer or its Authorized Users to access the Platform. 

“Authorized User” means Customer’s employees, contractors, agents, recruiters, HR personnel, managers, immigration team members, legal representatives, candidates, employees, beneficiaries, or other individuals authorized by Customer to access the Platform. 

“Customer Data” means all data, documents, files, records, personal information, candidate information, employee information, immigration records, case notes, visa documents, forms, resumes, job descriptions, communications, uploaded materials, or other content submitted to or processed through the Platform by or on behalf of Customer or Authorized Users. 

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood to be confidential, including business, technical, financial, product, security, employee, candidate, customer, pricing, roadmap, and platform-related information. 

“Documentation” means Company’s user guides, support materials, product manuals, API documentation, help-centre materials, and technical instructions related to the Platform. 

“Order Form” means any written or electronic order, subscription form, quote, purchase document, or online checkout flow that describes the Services purchased, subscription term, fees, usage limits, and other commercial terms. 

“Services” means the Platform and any related implementation, support, maintenance, configuration, integration, consulting, or professional services provided by Company. 

“Subscription Term” means the period during which Customer is authorized to access and use the Platform. 

“Third-Party Services” means third-party applications, software, APIs, vendors, cloud services, immigration portals, job boards, identity providers, payroll systems, background check providers, e-signature providers, communication tools, government websites, or other third-party services that may integrate with or be accessed through the Platform. 

  2.Scope of License and Access Rights 

Subject to Customer’s full and continuing compliance with this Agreement, the applicable Order Form, Documentation, usage restrictions, and payment obligations, Company grants Customer a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right during the applicable Subscription Term to access and use the Platform solely for Customer’s internal business purposes related to HR operations, recruitment, employee management, workforce compliance, immigration case tracking, document management, reporting, analytics, and related administrative workflows. 

Customer may permit its Authorized Users to access and use the Platform solely on Customer’s behalf, solely for the permitted purposes described in this Agreement, and only in accordance with the roles, permissions, usage limits, and access rights applicable to Customer’s subscription. Customer is responsible for all acts and omissions of its Authorized Users in connection with the Platform. 

The Platform is licensed, not sold. Nothing in this Agreement, any Order Form, Documentation, or Customer’s access to or use of the Platform transfers, assigns, conveys, or grants to Customer, any Authorized User, or any third party any ownership interest, title, intellectual property right, or other proprietary right in or to the Platform, Services, Documentation, software, technology, source code, object code, APIs, workflows, processes, algorithms, data models, AI or machine learning models, templates, configurations, user interfaces, designs, reports, trade secrets, trademarks, copyrights, patents, or other Company intellectual property. 

Company and its licensors retain all right, title, and interest in and to the Platform and all related intellectual property and proprietary rights, including all modifications, enhancements, updates, upgrades, derivative works, improvements, feedback, suggestions, and developments relating thereto. All rights not expressly granted to Customer under this Agreement are reserved by Company. 

  3.Authorized Users 

Customer is responsible for all activity occurring under its Account and by its Authorized Users. 

Customer shall ensure that each Authorized User complies with this Agreement. Any breach of this Agreement by an Authorized User will be deemed a breach by Customer. 

Customer is responsible for: 

• maintaining accurate Authorized User information;  
• assigning appropriate user roles and permissions;  
• disabling access for users who no longer require access;  
• protecting login credentials;  
• ensuring that only authorized personnel access sensitive HR, immigration, employee, candidate, or legal information; and  
• promptly notifying Company of any unauthorized access or suspected security incident. 

   4.Account Registration and Security 

Customer and Authorized Users may be required to provide accurate registration, billing, and administrative information. Customer shall not share administrative credentials or permit unauthorized access to the Platform. Customer is responsible for maintaining the confidentiality of usernames, passwords, tokens, API keys, and other access credentials. Customer must notify Company promptly if it becomes aware of any unauthorized access, credential compromise, data breach, or misuse of the Platform. Company may suspend access to the Platform if Company reasonably believes that Customer’s Account has been compromised, is being misused, or poses a security, legal, operational, or reputational risk. 

  5.Customer Responsibilities 

Customer is solely responsible for: 

• determining whether the Platform is suitable for Customer’s business, HR, recruiting, employment, immigration, compliance, legal, and operational needs; 

• ensuring that Customer’s use of the Platform complies with applicable laws, regulations, policies, contracts, collective bargaining obligations, privacy obligations, and employment practices; 

• obtaining all required notices, consents, authorizations, and permissions from employees, candidates, beneficiaries, dependents, recruiters, managers, attorneys, and other individuals whose data is processed through the Platform; 

• validating the accuracy and completeness of all Customer Data; 

• reviewing all documents, forms, notices, submissions, recommendations, reminders, alerts, analytics, and outputs generated through the Platform; 

• making all final HR, recruiting, employment, immigration, legal, compliance, and business decisions; 

• maintaining its own records and backups where legally or operationally required; 

• configuring roles, workflows, alerts, automations, approval chains, retention settings, and integrations appropriately; and 

• ensuring that only qualified personnel or licensed professionals perform regulated legal, immigration, employment, or compliance functions. 

  6.Immigration-Related Disclaimer 

The Platform may include immigration case management, visa workflow tracking, document collection, questionnaire management, deadline tracking, form preparation support, employee/beneficiary portals, employer sponsorship workflows, reminders, templates, analytics, and related features. 

The Platform is a technology tool only. Unless expressly agreed in a separate written legal services agreement with a licensed attorney or law firm, Company does not provide legal advice, immigration advice, legal representation, attorney-client services, or services requiring authorization as an immigration attorney or accredited representative. 

Customer acknowledges and agrees that: 

• Company is not a law firm; 

• Company does not represent Customer, employees, candidates, beneficiaries, dependents, or any other person before USCIS, the Department of Labor, the Department of State, the Department of Homeland Security, any court, or any government agency; 

• use of the Platform does not create an attorney-client relationship; 

• Platform outputs, templates, reminders, document checklists, alerts, forms, workflow suggestions, or immigration-related information are for administrative and informational purposes only; 

• Customer is responsible for engaging qualified immigration counsel where legal advice or legal representation is required; 

• Customer must review and verify all immigration-related documents, filings, forms, submissions, deadlines, eligibility criteria, and supporting evidence before use or submission; and 

• Company is not responsible for visa denials, requests for evidence, government delays, missed deadlines caused by Customer’s configuration or inaction, incorrect data entered by Customer, legal strategy decisions, or outcomes of immigration matters. 

Customer shall not use the Platform in a manner that would cause Company to engage in unauthorized practice of law or unauthorized practice of immigration law. 

  7.HR, Recruiting, and Employment Disclaimer 

The Platform may include HR workflows, candidate tracking, job posting workflows, resume parsing, applicant tracking, interview workflows, employee records, compliance reminders, analytics, scoring, matching, rankings, automated suggestions, notifications, and reporting features. 

Customer acknowledges that employment, hiring, promotion, termination, compensation, immigration sponsorship, and workforce decisions may be subject to federal, state, local, and international laws, including anti-discrimination, labour, employment, privacy, consumer reporting, and accessibility laws. 

Customer is solely responsible for: 

• ensuring that use of the Platform complies with applicable employment laws; 

• ensuring that hiring, screening, ranking, matching, interview, or evaluation workflows do not unlawfully discriminate; 

• providing legally required notices to candidates and employees; 

• obtaining legally required consents; 

• reviewing any automated or AI-assisted outputs before taking action; 

• maintaining human oversight over employment-related decisions; 

• validating any selection criteria, job requirements, screening rules, or workflow automations configured by Customer; and 

• complying with EEOC, OFCCP, FCRA, state AI hiring, pay transparency, recordkeeping, immigration, and employment-related obligations where applicable. 

Company does not make employment decisions on behalf of Customer. Customer remains solely responsible for all employment, recruiting, sponsorship, workforce, and immigration decisions. 

  8.AI, Automation, Analytics, and Recommendation Features 

The Platform may include artificial intelligence, machine learning, natural language processing, automation, recommendations, scoring, ranking, resume parsing, document extraction, workflow suggestions, alerts, chat features, or analytics, collectively “AI Features.” 

AI Features are provided to assist users and improve productivity. They are not a substitute for professional judgment, legal review, HR review, compliance review, or human decision-making. 

Customer acknowledges that AI Features may generate incomplete, inaccurate, biased, outdated, or inappropriate outputs. Customer is responsible for independently reviewing, validating, and approving any AI-generated or automated output before relying on it. 

Customer shall not use AI Features as the sole basis for making decisions that have legal, employment, immigration, financial, disciplinary, eligibility, or similarly significant effects on individuals. 

Customer is responsible for ensuring that AI Features are used in compliance with applicable laws and guidance, including employment-discrimination, consumer-protection, privacy, and automated decision-making requirements. U.S. regulators have specifically emphasized that AI and algorithmic tools used in employment contexts may still be subject to existing civil-rights, consumer-protection, and employment laws. 

Company does not guarantee that AI Features will identify all risks, generate correct recommendations, eliminate bias, comply with all laws, or produce legally sufficient documents or decisions. 

  9.Subscription Plans, Fees, and Payment 

Customer shall pay all fees set forth in the applicable Order Form or subscription plan.  

Unless otherwise stated in the Order Form: 

• fees are due in advance; 

• fees are non-refundable except as expressly stated in this Agreement; 

• Customer is responsible for applicable taxes, duties, levies, and governmental charges; 

• subscription fees are based on the purchased plan, number of users, usage volume, modules, integrations, storage, or other applicable metrics; and 

• exceeding usage limits may result in additional fees or required plan upgrades. 

If Customer fails to pay undisputed fees when due, Company may suspend or terminate access after providing notice and a reasonable opportunity to cure, unless immediate suspension is required due to fraud, security risk, legal risk, or misuse. 

  10.Taxes 

All fees, charges, and other amounts payable under this Agreement are exclusive of any applicable taxes, duties, levies, assessments, governmental charges, or similar obligations, including sales, use, value-added, goods and services, withholding, excise, service, consumption, digital services, or similar taxes, whether domestic or foreign, collectively, “Taxes,” unless expressly stated otherwise in the applicable Order Form or invoice. 

Customer is solely responsible for determining, reporting, collecting, withholding, and paying all Taxes arising out of or relating to Customer’s purchase, subscription, access to, or use of the Services, excluding only taxes based on Company’s net income, property, or employees. 

   11.Usage Restrictions 

Customer and Authorized Users shall not: 

• copy, modify, translate, adapt, or create derivative works of the Platform; 

• reverse engineer, decompile, disassemble, or attempt to derive the source code, architecture, models, algorithms, or underlying structure of the Platform; 

• sell, resell, sublicense, rent, lease, distribute, or make the Platform available to third parties except as expressly permitted; 

• use the Platform to provide a competing product or service; 

• access the Platform to benchmark, monitor availability, or perform competitive analysis without Company’s written consent; 

• bypass usage limits, security controls, access controls, or technical restrictions; 

• upload malware, harmful code, or unlawful content; 

• use the Platform for illegal, fraudulent, deceptive, discriminatory, harassing, or abusive purposes; 

• interfere with the operation, integrity, performance, or security of the Platform; 

• scrape, crawl, or extract data except through authorized APIs; 

• use the Platform to violate immigration, employment, privacy, intellectual property, or data-protection laws; 

• misrepresent Platform outputs as legal advice or government-approved determinations; 

• submit false, misleading, fraudulent, or unlawfully obtained information; 

• process sensitive personal information without required authorization; or 

• use the Platform in a way that causes Company to violate applicable laws or third-party rights. 

  12.Customer Data Ownership 

As between the parties, Customer owns all Customer Data.  Customer grants Company a limited, non-exclusive, worldwide license to host, process, transmit, store, display, reproduce, modify, and use Customer Data solely as necessary to: 

• provide, maintain, secure, and improve the Services; 

• perform support, implementation, and troubleshooting; 

• comply with legal obligations; 

• prevent fraud, abuse, or security threats; 

• enforce this Agreement; and 

• perform other activities authorized by Customer. 

Company will not sell Customer Data. 

Company may use aggregated, anonymized, or de-identified data that does not identify Customer, Authorized Users, employees, candidates, beneficiaries, or individuals for analytics, benchmarking, product improvement, security, and business purposes. 

  13.Personal Information and Privacy 

Customer acknowledges that Customer Data may include personal information, sensitive personal information, immigration information, employment records, government identification numbers, passport information, visa documents, payroll information, demographic information, resumes, contact details, and other regulated data. 

Each party shall comply with applicable privacy and data-protection laws to the extent applicable to its role. 

Customer is responsible for providing all legally required privacy notices and obtaining all legally required consents from individuals whose data is submitted to or processed through the Platform. 

  14.Security 

Company will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, loss, misuse, alteration, and disclosure. 

Security measures may include access controls, encryption, logging, monitoring, vulnerability management, secure development practices, backup processes, and incident response procedures. 

Customer acknowledges that no system is completely secure. Company does not guarantee that unauthorized third parties will never defeat security measures. 

Customer is responsible for: 

• configuring the Platform securely; 

• managing user permissions; 

• enforcing strong authentication; 

• securing endpoints and networks used to access the Platform; 

• reviewing access logs where available; 

• promptly removing inactive or unauthorized users; and 

• maintaining secure integration credentials and API keys. 

  15.Security Incidents 

Company will notify Customer without undue delay after confirming a security incident involving unauthorized access to Customer Data, subject to applicable law, law enforcement requirements, and Company’s incident investigation. 

Company will provide information reasonably available to assist Customer in meeting its legal obligations. Customer is responsible for determining whether notification to regulators, employees, candidates, beneficiaries, or other individuals is required. 

  16.Data Retention and Deletion 

During the Subscription Term, Customer may access and export Customer Data as permitted by the Platform. 

Upon termination or expiration, Company may retain Customer Data for a limited period as stated in the applicable Order Form, Documentation, Privacy Policy, Data Processing Addendum, or internal retention policy, unless legally required or permitted to retain it longer. After the applicable retention period, Company may delete or anonymize Customer Data. 

Customer is responsible for exporting Customer Data before termination or expiration if it requires copies for legal, immigration, employment, audit, or business purposes. 

  17.Backups and Data Recovery 

Company may maintain backups for disaster recovery, business continuity, or security purposes. Backups are not intended to serve as Customer’s archival system. 

Company does not guarantee restoration of Customer Data unless expressly stated in the applicable Order Form or service-level agreement. 

Customer should maintain independent copies of critical HR, immigration, legal, employee, and candidate records where required. 

  18.Third-Party Services and Integrations 

The Platform may integrate with Third-Party Services, including identity providers, email systems, calendars, job boards, payroll systems, background check providers, e-signature tools, cloud storage, immigration portals, government websites, communication platforms, analytics providers, or AI providers. 

Customer acknowledges that: 

• Third-Party Services are not controlled by Company; 

• use of Third-Party Services may be subject to separate terms and privacy policies; 

• Company is not responsible for Third-Party Services, their availability, security, accuracy, performance, or compliance; 

• Customer authorizes Company to exchange Customer Data with Third-Party Services as configured or authorized by Customer; and 

• Customer is responsible for maintaining valid accounts, credentials, consents, and permissions for Third-Party Services. 

Company may suspend or disable integrations if required for security, legal, operational, vendor, or compliance reasons. 

  19.Professional Services 

Company may provide implementation, onboarding, configuration, migration, consulting, training, customization, integration, or support services under an Order Form or Statement of Work. 

Unless expressly stated otherwise, Company retains all rights to tools, templates, methodologies, know-how, scripts, configurations, workflows, documentation, and other materials developed or used in connection with professional services, excluding Customer Data. 

  20.Support and Maintenance 

Company will provide support according to the applicable subscription plan, Order Form, or support policy. 

Company may perform maintenance, updates, upgrades, patches, or modifications to the Platform from time to time. Company will use commercially reasonable efforts to minimize disruption where practical. 

Company may modify features, user interface, workflows, modules, integrations, or functionality, provided that such changes do not materially reduce the core functionality of the purchased Services during the applicable Subscription Term. 

  21.Service Availability 

Any uptime commitments, service credits, support response times, or service-level obligations apply only if expressly stated in a separate Service Level Agreement or Order Form. 

Company is not responsible for downtime, delays, failures, or performance issues caused by: 

• Customer systems or networks; 

• Third-Party Services; 

• internet failures; 

• force majeure events; 

• Customer misuse or configuration; 

• scheduled maintenance; 

• emergency maintenance; 

• beta features; or 

• unauthorized access caused by Customer’s failure to secure credentials. 

  22.Beta, Trial, and Evaluation Features 

Company may offer beta, pilot, trial, preview, sandbox, demo, or evaluation features. 

Such features are provided “as is,” may be incomplete, may contain errors, may be modified or discontinued at any time, and are excluded from warranties, service-level commitments, indemnities, and support obligations unless expressly stated otherwise. 

Customer should not use beta or trial features for production, legal, immigration, employment, or compliance-critical workflows unless expressly authorized in writing by Company. 

  23.Intellectual Property Rights 

Company and its licensors own all rights, title, and interest in and to the Platform, Services, Documentation, software, designs, workflows, interfaces, technology, algorithms, models, templates, processes, know-how, trademarks, service marks, and related intellectual property. 

No rights are granted except as expressly stated in this Agreement. 

Customer shall not remove or alter proprietary notices, trademarks, copyright notices, or branding from the Platform. 

  24.Confidentiality 

Each party acknowledges that, in connection with this Agreement, it may disclose or make available to the other party certain non-public, proprietary, confidential, business, technical, financial, operational, product, security, customer, employee, candidate, immigration, or other sensitive information, whether disclosed orally, visually, electronically, in writing, through access to the Platform, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure (“Confidential Information”). 

The party receiving Confidential Information (“Receiving Party”) shall: 

• use the Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; 

• protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; 

• not disclose the Confidential Information to any third party except to its employees, contractors, advisors, agents, affiliates, service providers, or professional representatives who have a legitimate need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein;  

Confidential Information includes, without limitation, the terms of this Agreement, pricing, product roadmaps, business plans, technical documentation, software architecture, workflows, APIs, security information, trade secrets, Customer Data, employee and candidate information, immigration-related records, financial information, and any non-public information relating to either party’s business, technology, customers, users, vendors, or operations. 

Confidential Information does not include information that the Receiving Party can demonstrate through competent written records: 

• is or becomes publicly available through no breach of this Agreement by the Receiving Party; 

• was lawfully known to the Receiving Party before disclosure by the Disclosing Party without restriction on use or disclosure; 

• is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or 

• is lawfully received from a third party without breach of any confidentiality obligation. 

If the Receiving Party is required by law, regulation, court order, subpoena, or governmental authority to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, provide prompt written notice to the Disclosing Party and reasonably cooperate with the Disclosing Party’s efforts to seek confidential treatment, protective order, or other appropriate remedy. The Receiving Party shall disclose only the portion of Confidential Information legally required to be disclosed. 

Upon termination or expiration of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information in its possession or control, except to the extent retention is required by applicable law, regulatory obligation, archival backup systems, legal compliance, or legitimate business continuity purposes. Any retained Confidential Information shall remain subject to the confidentiality obligations set forth in this Agreement. 

The obligations in this Section shall survive termination or expiration of this Agreement for five years from the date of disclosure; provided, however, that trade secrets and highly sensitive information shall remain protected for so long as they remain confidential under applicable law. 

  25.Customer Representations and Warranties 

Customer represents and warrants that: 

• it has authority to enter into this Agreement; 

• it has all rights, consents, and permissions necessary to submit Customer Data to the Platform; 

• Customer Data does not violate applicable law or third-party rights; 

• Customer’s use of the Platform will comply with applicable laws; 

• Customer will not use the Platform for unlawful discrimination, fraud, harassment, retaliation, or immigration fraud; 

• Customer will not submit false, misleading, or fraudulent information to government agencies or third parties through use of the Platform; and 

• Customer will ensure appropriate human review of HR, immigration, legal, and employment-related outputs.  

  26.Term and Termination 

This Agreement begins when Customer accepts it and continues until all subscriptions expire or are terminated. 

Either party may terminate this Agreement if the other party materially breaches and fails to cure within thirty days after written notice. 

Company may suspend or terminate access immediately if: 

• Customer fails to pay undisputed fees; 

• Customer violates usage restrictions; 

• Customer creates a security, legal, operational, or reputational risk; 

• Customer uses the Platform for illegal, fraudulent, discriminatory, or harmful purposes; 

• continued access would violate law or third-party rights; or 

• Customer becomes insolvent or ceases business operations. 

Upon termination: 

• Customer’s access to the Platform will end; 

• Customer shall pay all outstanding fees; 

• Customer shall stop using the Platform; 

• Company may delete Customer Data after the applicable retention period; and 

• provisions intended to survive will remain in effect. 

  27.Public References and Customer Marks 

Unless Customer provides written notice opting out, or unless the applicable Order Form expressly states otherwise, Customer grants Company a limited, non-exclusive, worldwide, royalty-free right to identify Customer as a customer of Company and to use Customer’s name, trade name, trademarks, service marks, and logos solely in Company’s customer lists, website, sales presentations, investor materials, proposals, and other standard marketing or promotional materials. 

Company’s use of Customer’s name or logo shall be in accordance with any reasonable trademark usage guidelines provided by Customer in writing and shall not imply any endorsement, sponsorship, partnership, or affiliation beyond Customer’s use of the Services. 

Any broader case study, testimonial, press release, or public announcement requires Customer’s prior written consent. 

  28.Compliance with Laws 

Each party shall comply with laws applicable to its performance under this Agreement. 

Customer is solely responsible for determining and complying with laws applicable to Customer’s use of the Platform, including employment, labour, immigration, privacy, data protection, anti-discrimination, recordkeeping, consumer reporting, accessibility, tax, and industry-specific requirements. 

Company does not provide legal, tax, employment, immigration, or compliance advice. 

  29.Audit Rights 

Company may audit Customer’s use of the Platform to verify compliance with subscription limits, usage limits, license restrictions, and this Agreement. 

Customer shall reasonably cooperate with such audit. If an audit reveals underpayment or unauthorized use, Customer shall promptly pay applicable fees and reimburse reasonable audit costs if the underpayment exceeds five percent of amounts owed for the audited period. 

  30.Assignment 

Customer may not assign or transfer this Agreement without Company’s prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the assignee agrees to be bound by this Agreement. 

Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of assets. 

Any unauthorized assignment is void. 

  31.Force Majeure 

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, government actions, internet failures, cloud provider outages, power failures, epidemics, pandemics, civil unrest, supply chain disruptions, or acts of God. 

Payment obligations are not excused by force majeure. 

  32.Governing Law 

This Agreement, and any dispute, claim, controversy, or cause of action arising out of or relating to this Agreement, the Platform, the Services, any Order Form, or the relationship between the parties, whether sounding in contract, tort, statute, equity, or otherwise, shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to its conflict-of-law rules or principles that would require or permit the application of the laws of any other jurisdiction. 

  33.Dispute Resolution 

Before filing any legal action, the parties shall attempt in good faith to resolve disputes through informal negotiations. 

If the dispute is not resolved within thirty days, either party may proceed as follows: 

Option A — Court Jurisdiction: 
Any legal action shall be brought exclusively in the state or federal courts located in Denton, Texas, and each party consents to personal jurisdiction and venue there. 

Option B — Arbitration: 

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by AAA under its commercial arbitration rules. The arbitration shall take place in Frisco, Texas, in English, before one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. 

Notwithstanding the above, either party may seek injunctive or equitable relief in court to protect intellectual property, confidentiality, data security, or unauthorized access. 

   34.Injunctive Relief 

Customer acknowledges and agrees that any actual or threatened breach of this Agreement involving unauthorized access to or use of the Platform, misuse or disclosure of Confidential Information, infringement or misappropriation of Company’s intellectual property or proprietary rights, circumvention of security or access controls, unauthorized use of Company technology, or unauthorized disclosure, loss, or misuse of sensitive data may cause Company irreparable harm for which monetary damages alone would be inadequate. 

Accordingly, in addition to any other rights or remedies available at law, in equity, under this Agreement, or otherwise, Company shall be entitled to seek immediate injunctive relief, specific performance, temporary restraining orders, protective orders, or other equitable relief to prevent, restrain, or remedy any such actual or threatened breach. 

Customer agrees that Company may seek such relief without the necessity of proving actual damages and, to the maximum extent permitted by applicable law, without the requirement to post any bond, security, or other undertaking. The rights and remedies set forth in this Section are cumulative and shall not limit Company’s right to pursue any other remedy available under this Agreement or applicable law. 

  35.Notices 

Company may provide notices by email, in-product notification, account portal, or posting on its website. 

Legal notices to Company must be sent to: 

Excelhire LLC 
7700 Preston Rd, Ste 402 

Frisco, TX 75034 
Attn: HR Department 
Email: info@excelhire.us  

Notices are deemed given when delivered, posted, or sent, depending on the method used. 

  36.Changes to this Agreement 

Company may update this Agreement from time to time. 

For material changes, Company will provide reasonable notice through email, in-product notification, website posting, or other reasonable means. 

Continued use of the Platform after the effective date of updated terms constitutes acceptance of the updated Agreement. 

If Customer does not agree to material changes, Customer must stop using the Platform and may terminate affected Services as permitted by the applicable Order Form. 

  37.Severability 

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be replaced with a valid provision that most closely reflects the original intent. 

  38.Waiver 

A party’s failure or delay in enforcing any right, remedy, or provision under this Agreement shall not be considered a waiver of that right, remedy, or provision. Any waiver under this Agreement must be made in writing and signed by the party giving the waiver.  

A waiver of one breach or default shall apply only to that specific breach or default and shall not be treated as a waiver of any other past, present, or future breach or default. A party may still enforce its rights under this Agreement even if it has not enforced them previously. 

  39.Relationship of the Parties 

The parties are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, employment, franchise, legal representative, or attorney-client relationship between the parties. 

Neither party has the authority to act on behalf of, make commitments for, incur obligations for, or bind the other party in any manner, unless expressly authorized in a separate written agreement signed by an authorized representative of the party to be bound. 

Each party shall be solely responsible for its own employees, contractors, agents, taxes, expenses, operations, and compliance obligations. Nothing in this Agreement shall be interpreted as giving either party control over the other party’s business operations, personnel, professional judgment, or manner of performing its obligations. 

  40.Entire Agreement 

This Agreement, together with any applicable Order Form, Purchase Order, Statement of Work, Services Subscription Agreement, Privacy Policy, Acceptable Use Policy, Service Level Agreement, Documentation, and any other document expressly incorporated by reference, constitutes the complete and exclusive agreement between the parties regarding the Platform, Services, subscriptions, professional services, and related deliverables.