ToC h2 (don't edit)ToC h3 (don't edit)
No items found.
Back to Legal

Starred Terms and Conditions

Starred Master SaaS Agreement (MSA)

This Master SaaS Agreement (the “Agreement”) is entered into between Starred Group A/S (“Provider”) and the entity identified as the Customer in the applicable Order Form (“Customer”). Provider and Customer may be referred to individually as a “Party” and collectively as the “Parties”.

KEY TERMS 

1. GENERAL TERMS

Agreement Start Date [01 March, 2025]
Governing Law The laws of the Kingdom of Denmark.
Dispute Resolution Method In the event of any dispute arising out of or in connection with this Agreement, either Party shall invite the other Party to commence negotiations to resolve the dispute in good faith. Any invitation to negotiate shall be issued in writing, in the usual way the Parties communicate in writing. If the Parties do not reach a settlement within 30 calendar days of one Party having invited the other in writing to negotiate, the dispute shall be exclusively and finally resolved by litigation in the courts of Denmark. Notwithstanding anything to the contrary in this Agreement, either Party may seek equitable relief, including injunctions, in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

‍

2. SERVICES & USAGE

Services Description of the cloud-based and other services provided by the Provider under the Agreement. The cloud-based software-as-a-service solutions including AI functions provided by the Provider to the Customer under this Agreement, as specified in the applicable Order Form(s). The Services consist of SaaS-based solutions for HR departments and recruiting teams designed to improve hiring efficiency and experience by transforming candidate and employee feedback into clear, actionable insights, enabling HR teams to make more informed and efficient hiring decisions and strategies. The Services include access to and use of the Provider’s software, hosting of the Services, standard support and maintenance, and integrations with certain third-party systems. The Provider may make available integrations or connectors to third-party systems as part of the Services. The Provider does not control and is not responsible for the availability, functionality, performance, security, or compliance of any third-party systems or services, or for any changes made by such third parties that may affect the Services or the integrations. Any obligations or service levels relating to the Provider’s Services apply solely to the Provider’s software and the integration layer provided by the Provider, and not to any underlying third-party systems or services.
Support Services Description of the support services provided by the Provider under the Agreement. These are distinct from any professional services outlined in the other supplemental documents. Technical assistance and maintenance services provided by the Provider to support the Customer’s use of the Services. Support Services include issue investigation and resolution, delivery of patches, bug fixes, and updates, access to product documentation, and support through the Provider’s designated support channels, in each case subject to the scope, limitations, and service levels set out in this Agreement and any applicable Service Level Agreement or other Supplemental Document.
Authorized Purpose: The specific use of the Services permitted under this Agreement To permit the Customer and its Authorized Users to access and use the Services for the Customer’s internal business purposes, including collecting, processing, analysing, and reporting on data, in accordance with this Agreement and any applicable Order Form. The Authorized Purpose expressly excludes any use of the Services for commercial resale, sublicensing, timesharing, service bureau purposes, or for the benefit of any third party, except as expressly permitted under this Agreement.
Authorized Users: Individuals or entities permitted to access and use the Services under this Agreement. “Authorized User” means an individual who is authorized by the Customer to access and use the Services under the rights granted in this Agreement and the applicable Order Form, including the Customer’s and its Affiliates’ employees, consultants, contractors, and agents, solely to the extent such access and use is for the Customer’s internal business purposes and in accordance with this Agreement.
Affiliates Entities that control, are controlled by, or are under common control with a Party to this Agreement. “Affiliates” means, with respect to a Party, any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Party, where "control" means at least a 50% ownership interest in such entity or the power to direct the management of such entity, whether through the ownership of voting securities, by contract, or otherwise.
Affiliate Usage Rights: The rights granted under this Agreement allow Affiliates to access and use the Services, subject to the same terms and conditions. Subject to the terms and conditions of this Agreement and the applicable Order Form(s), the Customer may permit its Affiliates to access and use the Services solely for the Customer’s internal business purposes. The Customer shall be fully responsible and liable for all acts and omissions of its Affiliates in connection with this Agreement as if such acts and omissions were those of the Customer.

‍

3. PAYMENT TERMS

Fees: Fees payable for the Services. See Order Form
Billing Frequency: Frequency of billing. Annually in advance, as specified in the Order Form.
Payment Terms: The terms and process for payments due under the Agreement. Payment is due within thirty (30) days from receipt of a valid invoice.

‍

4. DATA AND SUSPENSION

Data Export Period: The period within which the Customer can export their data after termination. Thirty (30) days following the effective date of termination or expiration of the Agreement.
Data Deletion Period: The period after termination within which the Provider must delete Customer Content. Ninety (90) days following the effective date of termination or expiration of the Agreement, provided that Customer Content contained in backup or archival systems shall not be deleted for up to one hundred eighty (180) days following such termination or expiration, upon expiry of the then-current backup cycle, and provided that such backup data is not accessible or used for any purpose other than disaster recovery.

‍

5. USAGE AND LIMITATIONS

Usage Limits: Restrictions on the scope or volume of use of the Services. See Order Form
Overage Fees: Charges incurred for exceeding the Usage Limits specified under this Agreement. If the Customer’s usage of the Services exceeds the agreed limits specified in the applicable Order Form, the Provider will notify the Customer of such overages. For any additional payable fees for the excess usage, The Customer needs to agree in writing.

‍

6. SPECIAL PROVISIONS

Special Provisions: Benchmark Reports. Starred publishes benchmark reports periodically through online and/or offline channels, based on the anonymized benchmarks created for its customers. These reports do not include any (i) references to specific customers or individuals or (ii) Confidential Information. Sample benchmark reports can be found here

‍

7. SUPPLEMENTAL DOCUMENTS  

The following Supplemental Documents are incorporated into the Agreement:

Order Form: 

The signed order form between the Parties referencing these Terms and specifying the Services to be provided.

Service Level Agreement (SLA): 

The expected performance standards, availability, and support levels for the Services.

Data Processing Agreement:

The agreement between the Provider and the Customer that governs the processing of personal data in connection with the Services.

Artificial Intelligence Addendum:

The agreement between the Provider and the Customer that governs the use of AI functionalities within the Services, including the handling of input and output, applicable safeguards, and responsibilities of the parties.

‍

PARTIES AND EXECUTION

CUSTOMER | PROVIDER

Company name: ____________________                              Starred Group A/S

Signature:  ____________________                                            ____________________                

Print Name and Title:  ____________________                     ____________________

Signature Date:  ____________________                                 ____________________

Registered Address:  ____________________                      

Indiakaj 1,1. 2100 Copenhagen Denmark

‍
STANDARD TERMS

Based on Standard Cloud Services Agreement (oneSaaS Version 1.0)Law Insider Standards | Licensed under CC-BY 4.0

1. ORDER OF PRECENDENCE

This Agreement is comprised of the following documents, listed in order of precedence:

  1. the Order Form, specifying the services and other key terms (of which there may be multiple);
  2. the Artificial Intelligence Addendum; 
  3. the other supplemental documents referred to in Clause 7 of the Key Terms;
  4. the Key Terms; and 
  5. the oneSaaS Standard Terms.

2. RULES OF INTERPETATION 

In this Agreement: 

  1. section, schedule, and paragraph headings will not affect its interpretation;
  2. reference to a person includes a natural person and an incorporated or unincorporated body (whether having a separate legal personality or not); 
  3. reference to legislation or any legislative provision is a reference to the same as amended, extended, or re-enacted in the future and includes all legislation made under such legislation now or in the future; and 
  4. a reference to writing or written includes email and any notifications given through the Services (where applicable).
  5. in case of a conflict or inconsistency between various terms contained in the different documents listed in the Order of Precedence section above, the terms contained in a higher-listed document shall take precedence over the terms in a lower-listed document.

3. USE OF SERVICES

3.1 Provision and Use of Services. During the Agreement Term, the Provider shall provide the Services to the Customer in accordance with the terms of this Agreement. 

‍

‍3.2 Customer Obligations. The Customer agrees to: 

(a) use the Services solely for the Authorized Purpose;

(b) assume liability for and ensure that only Authorized Users use the Services and that Authorized Users comply with the terms of this Agreement; 

(c) refrain from copying, modifying, reverse engineering, decompiling, disassembling, creating derivative works, or otherwise attempting to identify, discover, or obtain any source code, underlying algorithms, or technical information of the Services, except to the extent expressly permitted by law or this Agreement; 

(d) not observe the functionality of the Services to develop a product or service that is substantially similar to the Services; 

(e) not use Services in breach of applicable law and regulations;

(f) refrain from accessing, uploading, storing, or transmitting any viruses, malicious code, spam, or material that is unlawful, abusive, obscene, harmful, or otherwise inappropriate; and 

(g) not to use the Services to build, train, or configure any artificial intelligence model.

‍

4. DATA AND SECURITY

4.1 Customer Content. “Customer Content” means all data, materials, or content uploaded by the Customer or its Authorized Users in connection with the Services, including but not limited to structured or unstructured data such as personal data, financial metrics, or operational data. For the avoidance of doubt, this does not include usage data or audit logs, which the Provider may monitor independently for their internal purposes, including but not limited to improving the Services, ensuring accurate billing, and providing support. 

‍

4.2. Customer Content Responsibilities. Customer Content will remain the property of the Customer. The Customer is responsible for: 

(a) the content, quality, legality, and accuracy of the Customer Content provided by the Customer and its Authorized Users; 

(b) obtaining all necessary consents before sharing the Customer Content with the Provider; and 

(c) notifying the Provider promptly if the Customer becomes aware of any unauthorized access to the Services that may impact the security, stability or integrity of Provider’s systems, or other users.

Non compliance with this clause can impact the conformity and quality of the Services.

‍

4.3 Data Security. The Provider shall maintain appropriate administrative, physical, technical, and organizational safeguards to protect the security, confidentiality, and integrity of Customer Content, as further outlined in any applicable Data Processing Agreement. The Provider agrees to notify the Customer of any security breaches that adversely impact the Customer Content within 72 hours of becoming aware of such security breach. 

5. INTELLECTUAL PROPERTY RIGHTS 

5.1 Ownership of Services. The Provider or its third-party licensors own all intellectual property rights in and to the Services, including any modifications or derivatives. 

‍

5.2 Ownership of Feedback. The Customer acknowledges that any intellectual property rights related to the Services that arise from the Customer’s, its Affiliates’ (where applicable), or Authorized Users’ requests, suggestions, or ideas (Feedback) will vest in the Provider. The Customer grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into its products or services in any manner the Provider deems appropriate. If the Feedback includes the Customer's Confidential Information, the Provider does not own that information and will handle it in accordance with the Confidentiality Section in this Agreement.

‍

5.3 Independent Development and Use of Customer Content

5.3.1 The Customer grants the Provider the right to: 

(a) use Customer Content as necessary to provide the Services and fulfil the Provider’s obligations under this Agreement; 

(b) anonymise and aggregate Customer Content (and related usage data) with similar information from other customers ensuring no individual can be identified directly or indirectly, to improve, develop, or offer new services, tools, or insights that align with the Authorized Purpose or benefit the Customer and its industry; and

(c) transmit Customer Content to third-party applications and services configured to integrate with the Services provided under this Agreement.

5.3.2 The Provider will ensure that any anonymization is performed using industry-standard techniques to render personal  data irreversibly non-identifiable. The Customer acknowledges that anonymized data will not be subject to any controller-processor relationship and that the Provider may use such data in compliance with applicable laws and this Agreement, including for the development and improvement of the Services.

6. FEES 

6.1 Payment Terms. Fees for the Services will be invoiced according to the Billing Frequency and paid by the Customer as per any Payment Terms outlined in the Key Terms. Late payments may incur interest at the maximum rate allowed by law, calculated from the due date until payment is made in full, including the period where the Parties are engaged in dispute resolution through mediation or court.  

6.2 Non-Cancellable and Non-Refundable Fees. All fees are non-cancellable and non-refundable, except in the event of early termination by the Customer due to a material breach by the Provider. In such cases, the Provider will refund any prepaid fees for services not yet delivered as of the termination date.

7. TAXES 

‍7.1 Applicability of Taxes. All fees and charges under this Agreement are exclusive of applicable taxes, levies, duties, or similar governmental charges, such as value-added tax (VAT), sales tax, goods and service tax, or use tax (collectively, Taxes), which shall be paid by the Customer at the rate and in the manner prescribed by law. 

8. WARRANTIES 

8.1. Provider Warranties. The Provider warrants that: 

(a) the Services will perform in substantial conformity with the applicable Order Form and when accessed and used in accordance with the Provider’s user policies available through the Account; 

(c) the Provider will take reasonable steps to keep the Services free from viruses, malware, or other harmful code. 

‍

8.2 Sanctions and Export Controls. Customer shall not (and shall procure that Authorized Users shall not): 

(a) export, re-export, or transfer the Services (i) in violation of any applicable export control laws or regulations, sanctions, embargoes, restrictive state lists or measures; or (ii) to any embargoed country; or 

(b) permit access to or use of the Services by an organization or individual identified on any government denied-party list or owned 50% or more by an organization or individual on a denied-party list.

‍

8.3 Mutual Warranties and Representations

8.3.1 Each Party warrants that it will comply with all applicable laws in performing its obligations or exercising its rights in this Agreement and represents that it:

(a) has the legal power and authority to enter into this Agreement;

(b) is duly organized, validly existing, and in good standing under applicable laws; and 

(c) has all rights necessary to meet its obligations under this Agreement. 

8.3.2 For the avoidance of doubt, the Provider makes no warranty that the Customer’s use of the Services will comply with the Customer’s legal obligations, which the Customer is solely responsible for determining.

‍

8.4 Limitation of Warranties. The Provider’s warranties shall not apply if any loss or damage arises from: 

(a) using or causing the Services to be used in a way that is outside the Authorized Use and accompanying user policies; 

(b) unauthorized modifications or alterations to the Services not caused by the Provider; 

(c) negligence, misuse, or omission by the Customer 

(d) delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the internet; or 

(e) the Customer’s failure to determine its compliance with applicable laws in its use of the Services. 

‍

8.5 Remedies

8.5.1 If the Customer without undue delay notifies the Provider in writing of a breach of the warranties, the Provider will, within 30 days of notification, at its discretion (acting reasonably) and expense: 

(a) repair or replace the non-conforming Services or re-perform the Support Services;or 

(b) if repair, replacement, or reperformance is not feasible, terminate the affected Services and provide a pro-rata refund for any unused fees paid by the Customer. 

8.5.2 These remedies are the Customer’s sole and exclusive remedies for breach of warranties.

‍

8.6. Disclaimers

8.6.1 To the maximum extent permitted by law, the Provider disclaims all warranties not expressly stated in this Agreement, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. 

8.6.2 Except as expressly provided, all Services, support, and materials are provided on an “as is” and “as available” basis. The Provider makes no warranty that the Services or that results of use will:

(a) meet the Customer’s or any third party’s requirements;
(b) achieve any intended result;
(c) be error-free; or
(d) be compatible or work with any software system,  component or other services.

Changes to or unavailability of Customer components, connections, or environments during the Agreement Term do not alter the Customer’s obligations under this Agreement. 

9. LIMITATION OF LIABILITY 

9.1 Liability Caps. Each Party’s total aggregate liability arising under or in connection with this Agreement shall not exceed the following caps (Liability Caps):

(a) Personal data breach: 5 times the fees paid or payable in the 12-month period immediately preceding the first event giving rise to a claim;

(b) Other kinds of liability: 1 time the fees paid or payable in the 12-month period immediately preceding the first event giving rise to a claim

‍

9.2 Liability Exemption. Under no circumstances will either Party regardless of legal basis be liable in connection with this Agreement for (a) any indirect, special, or consequential damages; or (b) whether incurred directly or indirectly, any loss of profits, revenue or goodwill, anticipated savings, loss of data or wasted expenditure (and even if advised of the possibility of such losses).

‍

9.3 Exclusions from Liability Caps

9.3.1 The limitations and exclusions of liability set forth in this Agreement do not apply to:

(a) amounts due and payable by the Customer for the Services under this Agreement;

(b) the indemnification obligations in Section 10; 

(c) breach of confidentiality 

(d) violation of a Party's or its Affiliates' intellectual property rights;

(e) fraud or wilful misconduct; or 

(f) any other liability that cannot be excluded or limited under applicable law. 

‍

9.4 Applicability of Limitations and Exclusions. The limitations and exclusions in this Section 9 shall apply regardless of the legal basis of the claim, including contract, tort (including negligence), statute, strict liability, or any other legal theory.

10. INDEMNITIES 

10.1 Indemnity by the Provider

10.1.1 Subject to Section 9.3 (Exclusions from Liability Caps), the Provider agrees to defend any suit or action brought against Customer for any third-party claim that the Services directly infringe such third party’s patent, copyright, or trademark, or misappropriates such third party’s trade secret (Infringement Claim). 

10.1.2 Exclusions and Limitations. The Provider shall have no liability or obligations under this Section 10 for any Infringement Claim to the extent that it results from:

(a) modifications to the Services made by a party other than the Provider or a party under its direct control;
(b) the combination, operation, or use of the Services with unauthorized third-party products, software, services, or materials;
(c) use of the Services in breach of the Agreement; or
(d) any Customer Content, designs, instructions, specifications, or similar materials provided by the Customer.

10.1.3 Remedies for Infringement. In the event of an Infringement Claim or Provider’s reasonable belief that an Infringement Claim may arise, the Provider, at its option and expense, may

(a) procure the right for the Customer to continue using the Services in accordance with the Agreement; or
(b) make modifications to or replace the Services so that they become non-infringing without incurring a material reduction in performance or functionality; or, 

(c) if (a) or (b) are not commercially feasible, terminate the Customer’s right to use the infringing Services and refund the unused remainder of any prepaid Fees for those Services.

‍

10.2 Indemnity by the Customer. Subject to Section 9.3 (Exclusions from Liability Caps), the Customer agrees to defend any suit or action brought against the Provider for any third-party claim that the Customer Content infringes such third party’s patent, copyright, or trademark, or misappropriates such third party’s trade secret, or violates applicable law. 

‍

10.3 Indemnification Procedure. Each Party agrees to indemnify the other from any resulting costs related to such defence and damages finally awarded by a court of competent jurisdiction, provided that:

(a) the indemnified Party promptly notifies the indemnifying Party in writing of the claim;
(b) the indemnifying Party has sole control of the defence and all related settlement negotiations; and
(c) the indemnified Party provides the indemnifying Party with the information, assistance, and authority necessary to fulfil its obligations under this Section 10.

‍

10.4 Limitation. This Section 10 sets out the Parties’ sole and exclusive remedies and their entire liability with respect to claims that are subject to indemnification under the Agreement.

11. CONFIDENTIALITY 

11.1 Definition of Confidential Information Each Party may share confidential, proprietary, or sensitive information (Confidential Information) with the other in connection with this Agreement. Confidential Information does not include publicly available information obtained without breach of this Agreement or any information that:

(a) was known by the receiving Party on a non-confidential basis before disclosure, 

(b) was lawfully obtained from a third party without confidentiality obligations, or 

(c) is independently developed without reference to or use of the disclosing Party’s information. 

11.2 Obligations Regarding Confidential Information. The receiving Party agrees to use Confidential Information solely for purposes of this Agreement, to protect it using at least the same level of care as it uses for its confidential information, and to limit the disclosure to its employees, contractors, or agents who need to know it to fulfil obligations under this Agreement and are bound by confidentiality obligations. The receiving Party may disclose Confidential Information if required by law, provided it promptly notifies the disclosing Party (if permitted) and cooperates to minimise the disclosure. Upon termination of this Agreement, the receiving Party will, upon written request, destroy or return Confidential Information, except as required for legal or regulatory purposes or archival practices.

12. TERM AND TERMINATION 

12.1 Term. This Agreement commences on the Agreement Start Date and remains in effect until access to the Services is terminated in accordance with its terms (Agreement Term). he subscription will automatically renew for successive 12-month terms unless either Party provides written notice of non-renewal at least 60 days prior to the expiration of the current term.

‍

12.2 Termination Rights. Either Party may terminate this Agreement immediately by giving written notice to the other Party if: 

(a) the other Party commits a material breach of this Agreement that is not remedied within 30 business days of receiving written notice specifying the breach and requiring it to be remedied;  

(b) the other Party engages in persistent breaches which, when taken together, can reasonably be considered to constitute a material breach and shall be subject to the remedy period set out in 12.2(a) above; 

(c) the other Party is unable to pay its debts when they fall due or admits inability to pay its debts, becomes insolvent, files for bankruptcy, or undergoes similar proceedings; or 

(d) the other Party’s operational or business processes have demonstrably and substantially changed to the extent that it is no longer capable of meeting its obligations under this Agreement.

‍

12.3 Actions on Termination. Upon termination of this Agreement, if requested by Customer during the Data Export Period, the Provider must return to the Customer (or otherwise make available functionality for the Customer to download) a copy of the Customer Content in a commonly used, machine-readable format. Following the conclusion of any applicable Data Export Period, the Provider will delete all Customer Content from its systems within the Data Deletion Period specified in the Key Terms unless retention is required to comply with legal or regulatory obligations. The Provider will ensure that deletion is performed in a secure and industry-standard-compliant manner.

‍

12.4 Suspension of Services

12.4.1 The Provider may suspend or limit the Customer's use of the Services under the following circumstances (Suspension Triggers):

(a) Overdue Payments: Payments are overdue by 15 days or more.
(b) Illegal or Inappropriate Use: The Provider becomes aware of, or has valid reason to believe, the Customer is engaging in unlawful use of the Services.
(c) Risk of Harm: The Provider determines that the Customer's use may harm the Services, compromise the security of the Provider's systems or other customers, or infringe on third-party rights.
(d) Breach of Agreement: The Provider has valid reason to believe that the Customer’s use of the Services breaches this Agreement, disrupts other customers or adversely impacts the performance of the Provider's systems.

12.4.2 In the event of a Suspension Trigger, the Provider may take actions including immediate suspension in emergencies or within 30 days for other triggers. The Provider will notify the Customer in writing (where permitted by law) and may modify, suspend, or deactivate the Services to address the issue or comply with this Agreement and applicable laws.

12.4.3 If the Customer is subject to an investigation for alleged illegal or inappropriate use of the Services, they must cooperate with the Provider. Failure to cooperate or resolve the issue within a reasonable timeframe may result in immediate suspension or termination of access to the Services.

12.4.4 The Provider will take reasonable steps to mitigate and minimise the duration of any suspension. Access to the Services will be restored promptly once the underlying issue is resolved to the Provider’s reasonable satisfaction.

13. GENERAL TERMS  

13.1 Notices. Formal notices under this Agreement must be in writing and sent to the email or postal addresses on the Agreement’s Cover Page as may be updated by a Party to the other in writing.

13.2 Third parties. Only Parties to this Agreement have the right to enforce any of its terms.

13.3 No Partnership. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary relationship, or other form of legal association between the Parties. Neither Party shall have any authority to bind or obligate the other Party in any manner unless expressly agreed in writing.

13.4 Amendments. Any amendments to this Agreement must be agreed in writing. 

13.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except (a) to an Affiliate, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Any assignment made in violation of this Section will be null and void.

13.6 Waiver. If a Party fails to enforce a right under this Agreement, that will not be deemed a waiver of that right at any time.

13.7 Counterparts. This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

13.8 Governing Law. This Agreement shall be governed by and construed in accordance with, the Governing Law as outlined in the Key Terms, disregarding its conflict of laws and jurisdiction provisions.

13.9 Dispute Resolution. Any dispute arising in connection with this Agreement must be resolved by the Dispute Resolution Method as outlined in the Key Terms.

13.10 Force Majeure. Neither Party will be considered in breach of this Agreement if a delay in meeting their obligations is caused by something beyond their reasonable control. This includes, but is not limited to, strikes, industrial disputes, utility or transport failures, natural disasters, war, riots, vandalism, compliance with laws or government orders, terrorist acts, internet or communication network failures, cyberattacks, fires, floods, or storms. The affected Party must inform the other Party as soon as possible and resume their obligations as soon as the issue is resolved.

13.11 Entire Agreement. This Agreement, including its appendices and other documents that are referenced throughout the Agreement, constitutes the entire agreement between the Parties and replaces any pre-contractual agreements, warranties, conditions, duties and obligations that the Parties have agreed to during their negotiations. 

13.12 Severability. If any provision in this Agreement is determined to be unenforceable, invalid, frustrated, or otherwise beyond the scope permitted by law, the remainder of the Agreement shall remain operative.  

‍13.13 Survival. The rights and obligations of the Parties under this Agreement that by their nature or context are intended to survive termination or expiration of this Agreement will remain in effect, including but not limited to Sections related to Fees, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution.

‍

‍

Back to Legal
Quick links

Last updated on:

April 21, 2026

Starred Terms and Conditions

Details

Starred Master SaaS Agreement (MSA)

This Master SaaS Agreement (the “Agreement”) is entered into between Starred Group A/S (“Provider”) and the entity identified as the Customer in the applicable Order Form (“Customer”). Provider and Customer may be referred to individually as a “Party” and collectively as the “Parties”.

KEY TERMS 

1. GENERAL TERMS

Agreement Start Date [01 March, 2025]
Governing Law The laws of the Kingdom of Denmark.
Dispute Resolution Method In the event of any dispute arising out of or in connection with this Agreement, either Party shall invite the other Party to commence negotiations to resolve the dispute in good faith. Any invitation to negotiate shall be issued in writing, in the usual way the Parties communicate in writing. If the Parties do not reach a settlement within 30 calendar days of one Party having invited the other in writing to negotiate, the dispute shall be exclusively and finally resolved by litigation in the courts of Denmark. Notwithstanding anything to the contrary in this Agreement, either Party may seek equitable relief, including injunctions, in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

‍

2. SERVICES & USAGE

Services Description of the cloud-based and other services provided by the Provider under the Agreement. The cloud-based software-as-a-service solutions including AI functions provided by the Provider to the Customer under this Agreement, as specified in the applicable Order Form(s). The Services consist of SaaS-based solutions for HR departments and recruiting teams designed to improve hiring efficiency and experience by transforming candidate and employee feedback into clear, actionable insights, enabling HR teams to make more informed and efficient hiring decisions and strategies. The Services include access to and use of the Provider’s software, hosting of the Services, standard support and maintenance, and integrations with certain third-party systems. The Provider may make available integrations or connectors to third-party systems as part of the Services. The Provider does not control and is not responsible for the availability, functionality, performance, security, or compliance of any third-party systems or services, or for any changes made by such third parties that may affect the Services or the integrations. Any obligations or service levels relating to the Provider’s Services apply solely to the Provider’s software and the integration layer provided by the Provider, and not to any underlying third-party systems or services.
Support Services Description of the support services provided by the Provider under the Agreement. These are distinct from any professional services outlined in the other supplemental documents. Technical assistance and maintenance services provided by the Provider to support the Customer’s use of the Services. Support Services include issue investigation and resolution, delivery of patches, bug fixes, and updates, access to product documentation, and support through the Provider’s designated support channels, in each case subject to the scope, limitations, and service levels set out in this Agreement and any applicable Service Level Agreement or other Supplemental Document.
Authorized Purpose: The specific use of the Services permitted under this Agreement To permit the Customer and its Authorized Users to access and use the Services for the Customer’s internal business purposes, including collecting, processing, analysing, and reporting on data, in accordance with this Agreement and any applicable Order Form. The Authorized Purpose expressly excludes any use of the Services for commercial resale, sublicensing, timesharing, service bureau purposes, or for the benefit of any third party, except as expressly permitted under this Agreement.
Authorized Users: Individuals or entities permitted to access and use the Services under this Agreement. “Authorized User” means an individual who is authorized by the Customer to access and use the Services under the rights granted in this Agreement and the applicable Order Form, including the Customer’s and its Affiliates’ employees, consultants, contractors, and agents, solely to the extent such access and use is for the Customer’s internal business purposes and in accordance with this Agreement.
Affiliates Entities that control, are controlled by, or are under common control with a Party to this Agreement. “Affiliates” means, with respect to a Party, any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Party, where "control" means at least a 50% ownership interest in such entity or the power to direct the management of such entity, whether through the ownership of voting securities, by contract, or otherwise.
Affiliate Usage Rights: The rights granted under this Agreement allow Affiliates to access and use the Services, subject to the same terms and conditions. Subject to the terms and conditions of this Agreement and the applicable Order Form(s), the Customer may permit its Affiliates to access and use the Services solely for the Customer’s internal business purposes. The Customer shall be fully responsible and liable for all acts and omissions of its Affiliates in connection with this Agreement as if such acts and omissions were those of the Customer.

‍

3. PAYMENT TERMS

Fees: Fees payable for the Services. See Order Form
Billing Frequency: Frequency of billing. Annually in advance, as specified in the Order Form.
Payment Terms: The terms and process for payments due under the Agreement. Payment is due within thirty (30) days from receipt of a valid invoice.

‍

4. DATA AND SUSPENSION

Data Export Period: The period within which the Customer can export their data after termination. Thirty (30) days following the effective date of termination or expiration of the Agreement.
Data Deletion Period: The period after termination within which the Provider must delete Customer Content. Ninety (90) days following the effective date of termination or expiration of the Agreement, provided that Customer Content contained in backup or archival systems shall not be deleted for up to one hundred eighty (180) days following such termination or expiration, upon expiry of the then-current backup cycle, and provided that such backup data is not accessible or used for any purpose other than disaster recovery.

‍

5. USAGE AND LIMITATIONS

Usage Limits: Restrictions on the scope or volume of use of the Services. See Order Form
Overage Fees: Charges incurred for exceeding the Usage Limits specified under this Agreement. If the Customer’s usage of the Services exceeds the agreed limits specified in the applicable Order Form, the Provider will notify the Customer of such overages. For any additional payable fees for the excess usage, The Customer needs to agree in writing.

‍

6. SPECIAL PROVISIONS

Special Provisions: Benchmark Reports. Starred publishes benchmark reports periodically through online and/or offline channels, based on the anonymized benchmarks created for its customers. These reports do not include any (i) references to specific customers or individuals or (ii) Confidential Information. Sample benchmark reports can be found here

‍

7. SUPPLEMENTAL DOCUMENTS  

The following Supplemental Documents are incorporated into the Agreement:

Order Form: 

The signed order form between the Parties referencing these Terms and specifying the Services to be provided.

Service Level Agreement (SLA): 

The expected performance standards, availability, and support levels for the Services.

Data Processing Agreement:

The agreement between the Provider and the Customer that governs the processing of personal data in connection with the Services.

Artificial Intelligence Addendum:

The agreement between the Provider and the Customer that governs the use of AI functionalities within the Services, including the handling of input and output, applicable safeguards, and responsibilities of the parties.

‍

PARTIES AND EXECUTION

CUSTOMER | PROVIDER

Company name: ____________________                              Starred Group A/S

Signature:  ____________________                                            ____________________                

Print Name and Title:  ____________________                     ____________________

Signature Date:  ____________________                                 ____________________

Registered Address:  ____________________                      

Indiakaj 1,1. 2100 Copenhagen Denmark

‍
STANDARD TERMS

Based on Standard Cloud Services Agreement (oneSaaS Version 1.0)Law Insider Standards | Licensed under CC-BY 4.0

1. ORDER OF PRECENDENCE

This Agreement is comprised of the following documents, listed in order of precedence:

  1. the Order Form, specifying the services and other key terms (of which there may be multiple);
  2. the Artificial Intelligence Addendum; 
  3. the other supplemental documents referred to in Clause 7 of the Key Terms;
  4. the Key Terms; and 
  5. the oneSaaS Standard Terms.

2. RULES OF INTERPETATION 

In this Agreement: 

  1. section, schedule, and paragraph headings will not affect its interpretation;
  2. reference to a person includes a natural person and an incorporated or unincorporated body (whether having a separate legal personality or not); 
  3. reference to legislation or any legislative provision is a reference to the same as amended, extended, or re-enacted in the future and includes all legislation made under such legislation now or in the future; and 
  4. a reference to writing or written includes email and any notifications given through the Services (where applicable).
  5. in case of a conflict or inconsistency between various terms contained in the different documents listed in the Order of Precedence section above, the terms contained in a higher-listed document shall take precedence over the terms in a lower-listed document.

3. USE OF SERVICES

3.1 Provision and Use of Services. During the Agreement Term, the Provider shall provide the Services to the Customer in accordance with the terms of this Agreement. 

‍

‍3.2 Customer Obligations. The Customer agrees to: 

(a) use the Services solely for the Authorized Purpose;

(b) assume liability for and ensure that only Authorized Users use the Services and that Authorized Users comply with the terms of this Agreement; 

(c) refrain from copying, modifying, reverse engineering, decompiling, disassembling, creating derivative works, or otherwise attempting to identify, discover, or obtain any source code, underlying algorithms, or technical information of the Services, except to the extent expressly permitted by law or this Agreement; 

(d) not observe the functionality of the Services to develop a product or service that is substantially similar to the Services; 

(e) not use Services in breach of applicable law and regulations;

(f) refrain from accessing, uploading, storing, or transmitting any viruses, malicious code, spam, or material that is unlawful, abusive, obscene, harmful, or otherwise inappropriate; and 

(g) not to use the Services to build, train, or configure any artificial intelligence model.

‍

4. DATA AND SECURITY

4.1 Customer Content. “Customer Content” means all data, materials, or content uploaded by the Customer or its Authorized Users in connection with the Services, including but not limited to structured or unstructured data such as personal data, financial metrics, or operational data. For the avoidance of doubt, this does not include usage data or audit logs, which the Provider may monitor independently for their internal purposes, including but not limited to improving the Services, ensuring accurate billing, and providing support. 

‍

4.2. Customer Content Responsibilities. Customer Content will remain the property of the Customer. The Customer is responsible for: 

(a) the content, quality, legality, and accuracy of the Customer Content provided by the Customer and its Authorized Users; 

(b) obtaining all necessary consents before sharing the Customer Content with the Provider; and 

(c) notifying the Provider promptly if the Customer becomes aware of any unauthorized access to the Services that may impact the security, stability or integrity of Provider’s systems, or other users.

Non compliance with this clause can impact the conformity and quality of the Services.

‍

4.3 Data Security. The Provider shall maintain appropriate administrative, physical, technical, and organizational safeguards to protect the security, confidentiality, and integrity of Customer Content, as further outlined in any applicable Data Processing Agreement. The Provider agrees to notify the Customer of any security breaches that adversely impact the Customer Content within 72 hours of becoming aware of such security breach. 

5. INTELLECTUAL PROPERTY RIGHTS 

5.1 Ownership of Services. The Provider or its third-party licensors own all intellectual property rights in and to the Services, including any modifications or derivatives. 

‍

5.2 Ownership of Feedback. The Customer acknowledges that any intellectual property rights related to the Services that arise from the Customer’s, its Affiliates’ (where applicable), or Authorized Users’ requests, suggestions, or ideas (Feedback) will vest in the Provider. The Customer grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into its products or services in any manner the Provider deems appropriate. If the Feedback includes the Customer's Confidential Information, the Provider does not own that information and will handle it in accordance with the Confidentiality Section in this Agreement.

‍

5.3 Independent Development and Use of Customer Content

5.3.1 The Customer grants the Provider the right to: 

(a) use Customer Content as necessary to provide the Services and fulfil the Provider’s obligations under this Agreement; 

(b) anonymise and aggregate Customer Content (and related usage data) with similar information from other customers ensuring no individual can be identified directly or indirectly, to improve, develop, or offer new services, tools, or insights that align with the Authorized Purpose or benefit the Customer and its industry; and

(c) transmit Customer Content to third-party applications and services configured to integrate with the Services provided under this Agreement.

5.3.2 The Provider will ensure that any anonymization is performed using industry-standard techniques to render personal  data irreversibly non-identifiable. The Customer acknowledges that anonymized data will not be subject to any controller-processor relationship and that the Provider may use such data in compliance with applicable laws and this Agreement, including for the development and improvement of the Services.

6. FEES 

6.1 Payment Terms. Fees for the Services will be invoiced according to the Billing Frequency and paid by the Customer as per any Payment Terms outlined in the Key Terms. Late payments may incur interest at the maximum rate allowed by law, calculated from the due date until payment is made in full, including the period where the Parties are engaged in dispute resolution through mediation or court.  

6.2 Non-Cancellable and Non-Refundable Fees. All fees are non-cancellable and non-refundable, except in the event of early termination by the Customer due to a material breach by the Provider. In such cases, the Provider will refund any prepaid fees for services not yet delivered as of the termination date.

7. TAXES 

‍7.1 Applicability of Taxes. All fees and charges under this Agreement are exclusive of applicable taxes, levies, duties, or similar governmental charges, such as value-added tax (VAT), sales tax, goods and service tax, or use tax (collectively, Taxes), which shall be paid by the Customer at the rate and in the manner prescribed by law. 

8. WARRANTIES 

8.1. Provider Warranties. The Provider warrants that: 

(a) the Services will perform in substantial conformity with the applicable Order Form and when accessed and used in accordance with the Provider’s user policies available through the Account; 

(c) the Provider will take reasonable steps to keep the Services free from viruses, malware, or other harmful code. 

‍

8.2 Sanctions and Export Controls. Customer shall not (and shall procure that Authorized Users shall not): 

(a) export, re-export, or transfer the Services (i) in violation of any applicable export control laws or regulations, sanctions, embargoes, restrictive state lists or measures; or (ii) to any embargoed country; or 

(b) permit access to or use of the Services by an organization or individual identified on any government denied-party list or owned 50% or more by an organization or individual on a denied-party list.

‍

8.3 Mutual Warranties and Representations

8.3.1 Each Party warrants that it will comply with all applicable laws in performing its obligations or exercising its rights in this Agreement and represents that it:

(a) has the legal power and authority to enter into this Agreement;

(b) is duly organized, validly existing, and in good standing under applicable laws; and 

(c) has all rights necessary to meet its obligations under this Agreement. 

8.3.2 For the avoidance of doubt, the Provider makes no warranty that the Customer’s use of the Services will comply with the Customer’s legal obligations, which the Customer is solely responsible for determining.

‍

8.4 Limitation of Warranties. The Provider’s warranties shall not apply if any loss or damage arises from: 

(a) using or causing the Services to be used in a way that is outside the Authorized Use and accompanying user policies; 

(b) unauthorized modifications or alterations to the Services not caused by the Provider; 

(c) negligence, misuse, or omission by the Customer 

(d) delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the internet; or 

(e) the Customer’s failure to determine its compliance with applicable laws in its use of the Services. 

‍

8.5 Remedies

8.5.1 If the Customer without undue delay notifies the Provider in writing of a breach of the warranties, the Provider will, within 30 days of notification, at its discretion (acting reasonably) and expense: 

(a) repair or replace the non-conforming Services or re-perform the Support Services;or 

(b) if repair, replacement, or reperformance is not feasible, terminate the affected Services and provide a pro-rata refund for any unused fees paid by the Customer. 

8.5.2 These remedies are the Customer’s sole and exclusive remedies for breach of warranties.

‍

8.6. Disclaimers

8.6.1 To the maximum extent permitted by law, the Provider disclaims all warranties not expressly stated in this Agreement, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. 

8.6.2 Except as expressly provided, all Services, support, and materials are provided on an “as is” and “as available” basis. The Provider makes no warranty that the Services or that results of use will:

(a) meet the Customer’s or any third party’s requirements;
(b) achieve any intended result;
(c) be error-free; or
(d) be compatible or work with any software system,  component or other services.

Changes to or unavailability of Customer components, connections, or environments during the Agreement Term do not alter the Customer’s obligations under this Agreement. 

9. LIMITATION OF LIABILITY 

9.1 Liability Caps. Each Party’s total aggregate liability arising under or in connection with this Agreement shall not exceed the following caps (Liability Caps):

(a) Personal data breach: 5 times the fees paid or payable in the 12-month period immediately preceding the first event giving rise to a claim;

(b) Other kinds of liability: 1 time the fees paid or payable in the 12-month period immediately preceding the first event giving rise to a claim

‍

9.2 Liability Exemption. Under no circumstances will either Party regardless of legal basis be liable in connection with this Agreement for (a) any indirect, special, or consequential damages; or (b) whether incurred directly or indirectly, any loss of profits, revenue or goodwill, anticipated savings, loss of data or wasted expenditure (and even if advised of the possibility of such losses).

‍

9.3 Exclusions from Liability Caps

9.3.1 The limitations and exclusions of liability set forth in this Agreement do not apply to:

(a) amounts due and payable by the Customer for the Services under this Agreement;

(b) the indemnification obligations in Section 10; 

(c) breach of confidentiality 

(d) violation of a Party's or its Affiliates' intellectual property rights;

(e) fraud or wilful misconduct; or 

(f) any other liability that cannot be excluded or limited under applicable law. 

‍

9.4 Applicability of Limitations and Exclusions. The limitations and exclusions in this Section 9 shall apply regardless of the legal basis of the claim, including contract, tort (including negligence), statute, strict liability, or any other legal theory.

10. INDEMNITIES 

10.1 Indemnity by the Provider

10.1.1 Subject to Section 9.3 (Exclusions from Liability Caps), the Provider agrees to defend any suit or action brought against Customer for any third-party claim that the Services directly infringe such third party’s patent, copyright, or trademark, or misappropriates such third party’s trade secret (Infringement Claim). 

10.1.2 Exclusions and Limitations. The Provider shall have no liability or obligations under this Section 10 for any Infringement Claim to the extent that it results from:

(a) modifications to the Services made by a party other than the Provider or a party under its direct control;
(b) the combination, operation, or use of the Services with unauthorized third-party products, software, services, or materials;
(c) use of the Services in breach of the Agreement; or
(d) any Customer Content, designs, instructions, specifications, or similar materials provided by the Customer.

10.1.3 Remedies for Infringement. In the event of an Infringement Claim or Provider’s reasonable belief that an Infringement Claim may arise, the Provider, at its option and expense, may

(a) procure the right for the Customer to continue using the Services in accordance with the Agreement; or
(b) make modifications to or replace the Services so that they become non-infringing without incurring a material reduction in performance or functionality; or, 

(c) if (a) or (b) are not commercially feasible, terminate the Customer’s right to use the infringing Services and refund the unused remainder of any prepaid Fees for those Services.

‍

10.2 Indemnity by the Customer. Subject to Section 9.3 (Exclusions from Liability Caps), the Customer agrees to defend any suit or action brought against the Provider for any third-party claim that the Customer Content infringes such third party’s patent, copyright, or trademark, or misappropriates such third party’s trade secret, or violates applicable law. 

‍

10.3 Indemnification Procedure. Each Party agrees to indemnify the other from any resulting costs related to such defence and damages finally awarded by a court of competent jurisdiction, provided that:

(a) the indemnified Party promptly notifies the indemnifying Party in writing of the claim;
(b) the indemnifying Party has sole control of the defence and all related settlement negotiations; and
(c) the indemnified Party provides the indemnifying Party with the information, assistance, and authority necessary to fulfil its obligations under this Section 10.

‍

10.4 Limitation. This Section 10 sets out the Parties’ sole and exclusive remedies and their entire liability with respect to claims that are subject to indemnification under the Agreement.

11. CONFIDENTIALITY 

11.1 Definition of Confidential Information Each Party may share confidential, proprietary, or sensitive information (Confidential Information) with the other in connection with this Agreement. Confidential Information does not include publicly available information obtained without breach of this Agreement or any information that:

(a) was known by the receiving Party on a non-confidential basis before disclosure, 

(b) was lawfully obtained from a third party without confidentiality obligations, or 

(c) is independently developed without reference to or use of the disclosing Party’s information. 

11.2 Obligations Regarding Confidential Information. The receiving Party agrees to use Confidential Information solely for purposes of this Agreement, to protect it using at least the same level of care as it uses for its confidential information, and to limit the disclosure to its employees, contractors, or agents who need to know it to fulfil obligations under this Agreement and are bound by confidentiality obligations. The receiving Party may disclose Confidential Information if required by law, provided it promptly notifies the disclosing Party (if permitted) and cooperates to minimise the disclosure. Upon termination of this Agreement, the receiving Party will, upon written request, destroy or return Confidential Information, except as required for legal or regulatory purposes or archival practices.

12. TERM AND TERMINATION 

12.1 Term. This Agreement commences on the Agreement Start Date and remains in effect until access to the Services is terminated in accordance with its terms (Agreement Term). he subscription will automatically renew for successive 12-month terms unless either Party provides written notice of non-renewal at least 60 days prior to the expiration of the current term.

‍

12.2 Termination Rights. Either Party may terminate this Agreement immediately by giving written notice to the other Party if: 

(a) the other Party commits a material breach of this Agreement that is not remedied within 30 business days of receiving written notice specifying the breach and requiring it to be remedied;  

(b) the other Party engages in persistent breaches which, when taken together, can reasonably be considered to constitute a material breach and shall be subject to the remedy period set out in 12.2(a) above; 

(c) the other Party is unable to pay its debts when they fall due or admits inability to pay its debts, becomes insolvent, files for bankruptcy, or undergoes similar proceedings; or 

(d) the other Party’s operational or business processes have demonstrably and substantially changed to the extent that it is no longer capable of meeting its obligations under this Agreement.

‍

12.3 Actions on Termination. Upon termination of this Agreement, if requested by Customer during the Data Export Period, the Provider must return to the Customer (or otherwise make available functionality for the Customer to download) a copy of the Customer Content in a commonly used, machine-readable format. Following the conclusion of any applicable Data Export Period, the Provider will delete all Customer Content from its systems within the Data Deletion Period specified in the Key Terms unless retention is required to comply with legal or regulatory obligations. The Provider will ensure that deletion is performed in a secure and industry-standard-compliant manner.

‍

12.4 Suspension of Services

12.4.1 The Provider may suspend or limit the Customer's use of the Services under the following circumstances (Suspension Triggers):

(a) Overdue Payments: Payments are overdue by 15 days or more.
(b) Illegal or Inappropriate Use: The Provider becomes aware of, or has valid reason to believe, the Customer is engaging in unlawful use of the Services.
(c) Risk of Harm: The Provider determines that the Customer's use may harm the Services, compromise the security of the Provider's systems or other customers, or infringe on third-party rights.
(d) Breach of Agreement: The Provider has valid reason to believe that the Customer’s use of the Services breaches this Agreement, disrupts other customers or adversely impacts the performance of the Provider's systems.

12.4.2 In the event of a Suspension Trigger, the Provider may take actions including immediate suspension in emergencies or within 30 days for other triggers. The Provider will notify the Customer in writing (where permitted by law) and may modify, suspend, or deactivate the Services to address the issue or comply with this Agreement and applicable laws.

12.4.3 If the Customer is subject to an investigation for alleged illegal or inappropriate use of the Services, they must cooperate with the Provider. Failure to cooperate or resolve the issue within a reasonable timeframe may result in immediate suspension or termination of access to the Services.

12.4.4 The Provider will take reasonable steps to mitigate and minimise the duration of any suspension. Access to the Services will be restored promptly once the underlying issue is resolved to the Provider’s reasonable satisfaction.

13. GENERAL TERMS  

13.1 Notices. Formal notices under this Agreement must be in writing and sent to the email or postal addresses on the Agreement’s Cover Page as may be updated by a Party to the other in writing.

13.2 Third parties. Only Parties to this Agreement have the right to enforce any of its terms.

13.3 No Partnership. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary relationship, or other form of legal association between the Parties. Neither Party shall have any authority to bind or obligate the other Party in any manner unless expressly agreed in writing.

13.4 Amendments. Any amendments to this Agreement must be agreed in writing. 

13.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except (a) to an Affiliate, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Any assignment made in violation of this Section will be null and void.

13.6 Waiver. If a Party fails to enforce a right under this Agreement, that will not be deemed a waiver of that right at any time.

13.7 Counterparts. This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

13.8 Governing Law. This Agreement shall be governed by and construed in accordance with, the Governing Law as outlined in the Key Terms, disregarding its conflict of laws and jurisdiction provisions.

13.9 Dispute Resolution. Any dispute arising in connection with this Agreement must be resolved by the Dispute Resolution Method as outlined in the Key Terms.

13.10 Force Majeure. Neither Party will be considered in breach of this Agreement if a delay in meeting their obligations is caused by something beyond their reasonable control. This includes, but is not limited to, strikes, industrial disputes, utility or transport failures, natural disasters, war, riots, vandalism, compliance with laws or government orders, terrorist acts, internet or communication network failures, cyberattacks, fires, floods, or storms. The affected Party must inform the other Party as soon as possible and resume their obligations as soon as the issue is resolved.

13.11 Entire Agreement. This Agreement, including its appendices and other documents that are referenced throughout the Agreement, constitutes the entire agreement between the Parties and replaces any pre-contractual agreements, warranties, conditions, duties and obligations that the Parties have agreed to during their negotiations. 

13.12 Severability. If any provision in this Agreement is determined to be unenforceable, invalid, frustrated, or otherwise beyond the scope permitted by law, the remainder of the Agreement shall remain operative.  

‍13.13 Survival. The rights and obligations of the Parties under this Agreement that by their nature or context are intended to survive termination or expiration of this Agreement will remain in effect, including but not limited to Sections related to Fees, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution.

‍

‍