Effective Date: August 1, 2026

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1. DEFINITIONS

1.1 "Agreement" means these TalentSync™ Enterprise Terms of Service.

1.2 "Client" means the subscribing business entity.

1.3 "Service" means the TalentSync™ recruitment technology platform.

1.4 "Candidate Data" means personal data submitted by applicants through the Service.

1.5 "Client Data" means job postings and related business information submitted by Client.

 

2. LICENSE GRANT

2.1 Subject to Section 8 (Limitation of Liability), TriStarr grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term.

2.2 All rights not expressly granted herein are reserved by TriStarr.

 

3. RELATIONSHIP OF THE PARTIES

3.1 Independent Contractor. The parties are independent contractors.

3.2 No Joint Employer Status. As further described in Section 6.1(a), TriStarr is not a joint employer under FLSA, DOL, or NLRB standards.

3.3 No Supervision or Control. TriStarr does not supervise, control, direct, or determine wages, hours, payroll, or employment policies.

 

4. ARTIFICIAL INTELLIGENCE DISCLOSURE

4.1 Use of Automated Tools. The Service incorporates automated decision-support tools.

4.2 Client Responsibility. Client retains sole responsibility for hiring decisions and legal compliance, including bias audits and required notices.

4.3 Cross-Reference. Client’s indemnification obligations related to AI compliance are set forth in Section 6.1(d).

 

5. INDEMNIFICATION

5.1 Client Indemnification. Subject to Section 8, Client shall defend, indemnify, and hold harmless TriStarr from third-party claims arising from:

     (a) Hiring decisions and employment practices;

     (b) Employment law violations;

     (c) Regulatory investigations, including EEOC proceedings;

     (d) AI compliance failures described in Section 4;

     (e) Misuse of Candidate Data;

     (f) Breach of this Agreement.

5.2 Defense Control. Client shall control the defense as provided herein.

5.3 Exclusive Remedy. This Section 5 states the exclusive remedy for third-party claims.

 

6. LIMITATION OF LIABILITY

6.1 Exclusion of Damages. Neither party shall be liable for indirect, incidental, or consequential damages.

6.2 Liability Cap. Except as provided in Section 6.3, total aggregate liability shall not exceed fees paid in the three (3) months preceding the claim.

6.3 Carve-Outs. The cap shall not apply to:

     (a) Client indemnification obligations under Section 5;

     (b) Client’s unlawful disclosure of Candidate Data;

     (c) Willful misconduct or fraud;

     (d) Payment obligations.

6.4 Essential Basis of the Bargain. The parties acknowledge the pricing reflects this allocation of risk.

 

7. TERM AND TERMINATION

7.1 Termination for Convenience. Either party may terminate upon written notice.

7.2 Termination for Cause. A material breach must remain uncured for thirty (30) days following written notice before termination.

7.3 Effect of Termination. Upon termination, Client access ceases and data return/deletion shall occur pursuant to Section 8 of the DPA.

 

8. DISPUTE RESOLUTION

8.1 Mandatory Mediation. Parties shall first attempt mediation in Pennsylvania.

8.2 Binding Arbitration. Unresolved disputes shall be resolved under the FAA and Pennsylvania Uniform Arbitration Act.

8.3 Severability. If any portion of this Section is unenforceable, the remainder shall remain in effect.

 

9. GOVERNING LAW

9.1 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.