Terms of Use — Employers

Please read carefully. By using Capango, you (and the company you represent) agree to be bound by these Terms. Section 19 contains an Arbitration Agreement that affects legal rights, including waiver of jury trial and class actions. There is a 30-day right to opt out; see Section 19.4.

In plain English

These Terms are the agreement between Capango and the company that uses Capango to hire (the "Employer"). If you signed up on behalf of a company, you're agreeing on the company's behalf as well as your own. Use of Capango as a job seeker is governed by separate Seeker Terms.

We've tried to keep this readable. Each section has a plain-English summary above the legal text. If something's unclear, email us at support@capango.com.

Contents

1. Who's who, and what these Terms cover
2. Accepting these Terms; authority to bind
3. Eligibility
4. Your account and authorized users
5. Subscriptions, fees, and billing
6. License to use the Services
7. Posting jobs and Employer Content
8. Candidate data — your obligations as a controller
9. Acceptable use
10. SMS / text-message communications to job seekers
11. Equal employment opportunity and non-discrimination
12. Ownership of Capango
13. Confidentiality
14. Privacy
15. Disclaimer of warranties
16. Limitation of liability
17. Indemnification
18. Suspension and termination
19. Dispute resolution and arbitration
20. General provisions
21. Contact

1. Who's who, and what these Terms cover

These Terms of Use ("Terms") govern your use of Capango's website, employer portal, and related services (collectively, the "Services") as an Employer or as a person authorized to act on an Employer's behalf.

The Services are operated by Capango, Inc., a Delaware corporation with offices at 44679 Endicott Drive, Suite 300, #527, Ashburn, VA 20147 ("Capango," "we," "us," "our").

"Employer" means the legal entity (company, partnership, sole proprietorship, or similar) that has an Employer account on Capango. "Authorized User" means an individual — such as a recruiter, hiring manager, or administrator — who has been granted a login under the Employer's account by the Employer. "You" and "your" mean both the Employer and the Authorized User accessing the Services.

If a written or click-through Capango order form, subscription agreement, or master services agreement is in effect between Capango and the Employer, its terms control to the extent they conflict with these Terms. Otherwise, these Terms govern.

2. Accepting these Terms; authority to bind

In plain English: If you're signing up for an Employer account, you're confirming that you can legally agree on the company's behalf.

By clicking "I Accept" (or any similar mechanism), completing Employer account registration, signing in, or using the Services, you represent that:

1. You have read, understood, and agree to be bound by these Terms;
2. You are at least 18 years old (or the legal age of majority in your jurisdiction);
3. You have authority to bind the Employer to these Terms;
4. The Employer information you provide is true and accurate; and
5. Use of Capango by the Employer is for legitimate, lawful business purposes.

If you do not have authority to bind the Employer, do not click "I Accept" and do not use the Services.

3. Eligibility

The Services are intended for use by:

• Legitimate businesses with a bona fide need to recruit hourly or full-time workers;
• Operating in the United States (or, where Capango supports it, in another supported geography);
• Not on any U.S. government denied-party, sanctions, or export-control list;
• Not engaged in any industry or activity prohibited by Capango's Acceptable Use policies in Section 9.

We may, in our reasonable discretion, decline to provide the Services to any business or individual.

4. Your account and authorized users

In plain English: The company is responsible for everyone who uses its Capango account.

4.1 Account creation

The Employer creates a single account, identified by company name, billing contact, and primary email. The Employer may add Authorized Users.

4.2 Authorized Users

The Employer is responsible for: (i) ensuring each Authorized User keeps their credentials confidential and does not share them; (ii) maintaining an accurate roster of Authorized Users and revoking access promptly when an individual no longer needs it; (iii) all acts and omissions of Authorized Users as if they were the Employer's own acts and omissions; and (iv) any liability or damages caused by an Authorized User's breach of these Terms.

4.3 Account security

Notify Capango at security@capango.com immediately of any actual or suspected unauthorized access to the Employer's account.

5. Subscriptions, fees, and billing

In plain English: Paid plans renew automatically unless you cancel. Fees are non-refundable except where required by law. Disputed charges must be raised within 60 days.

5.1 Subscription plans

Capango offers paid subscription plans and pay-per-use options. The applicable plan, features, and fees are set out at the time of purchase and may be updated from time to time at https://www.capango.com or in the Employer portal.

5.2 Automatic renewal

Unless you cancel before the end of the then-current term, your subscription automatically renews for additional terms equal to the original term length at the then-current rate. Cancel through the Employer portal Billing settings or by contacting billing@capango.com.

5.3 Payment

You authorize Capango (and Capango's payment processor) to charge the payment method on file for all fees, taxes, and other charges. You are responsible for keeping payment information current. If a charge fails, Capango may suspend the Services until payment is current.

5.4 Taxes

Fees are exclusive of taxes. You are responsible for any sales, use, value-added, or similar taxes, except for taxes on Capango's net income.

5.5 Non-refundable

Fees are non-refundable except as expressly required by applicable law or as Capango may grant in its discretion.

5.6 Billing disputes

You must notify Capango of any disputed charge within 60 days of the invoice date by emailing billing@capango.com. Failure to do so waives the dispute.

5.7 Price changes

Capango may change fees, plan features, or billing terms by giving at least 30 days' written notice (in the portal or by email). Price changes apply at the start of the next renewal term.

6. License to use the Services

In plain English: The company gets a limited right to use Capango while the subscription is in effect.

Subject to the Employer's payment of applicable fees and compliance with these Terms, Capango grants the Employer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for the Employer's internal recruiting and hiring purposes during the subscription term.

The license does not include any right to:

• License, sell, rent, lease, transfer, or sublicense any part of the Services;
• Copy, modify, translate, adapt, or create derivative works of the Services or Capango content;
• Disassemble, decompile, or reverse-engineer the Services;
• Use any robot, spider, scraper, or other automated process to access or extract data from the Services;
• Use the Services to build a similar or competing product or service; or
• Permit any third party (other than Authorized Users) to use the Services through the Employer's account.

7. Posting jobs and Employer Content

In plain English: You're responsible for what you post. Jobs and content must be accurate, lawful, and tied to a real opening.

7.1 Employer Content

"Employer Content" means job postings, company profile information, logos, marketing copy, and any other content the Employer or its Authorized Users submit to the Services.

7.2 Standards for Employer Content

You represent and warrant that all Employer Content:

• Is accurate, current, and complete;
• Relates to a bona fide job opening at the Employer;
• Complies with all applicable laws, including equal-employment-opportunity, wage-and-hour, anti-discrimination, and advertising laws;
• States the actual position, compensation, working conditions, and location;
• Does not contain unlawful, deceptive, fraudulent, misleading, abusive, discriminatory, harassing, defamatory, or pornographic content;
• Does not infringe any patent, trademark, copyright, trade secret, right of publicity, or other right;
• Does not solicit money from Seekers (e.g., training fees, equipment fees) as a condition of employment, except where lawful and clearly disclosed;
• Does not promote multi-level-marketing schemes, pyramid schemes, or "earn from home" scams;
• Does not promote unlawful activity or activity prohibited by Section 9; and
• Includes any legally-required disclosures (e.g., pay-transparency disclosures in jurisdictions that require them).

7.3 License granted to Capango

By submitting Employer Content, you grant Capango a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, transferable license to host, store, reproduce, display, distribute, and use Employer Content solely to provide and operate the Services, including making job postings visible to Seekers and across Capango's distribution partners (if any).

7.4 Capango's discretion

Capango reserves the right (but has no obligation) to review, edit, decline, remove, or suspend any Employer Content that we reasonably believe violates these Terms or applicable law.

8. Candidate data — your obligations as a controller

In plain English: When Capango sends you a candidate's information, that data is the candidate's personal information. You're the controller of how your company uses it.

When Seekers apply to your job or you express interest in a Seeker, Capango makes the Seeker's profile and contact information available to you. As of that disclosure, the Employer is the controller of that personal information for purposes of applicable privacy laws.

You agree that:

• You will use Seeker personal information only for legitimate hiring purposes relating to your role on Capango;
• You will not sell, rent, license, or transfer Seeker personal information to any third party;
• You will not use Seeker personal information for unsolicited marketing or for any purpose unrelated to the position the Seeker applied to or showed interest in;
• You will retain Seeker personal information no longer than necessary, in accordance with applicable employment and privacy laws (in the U.S., EEOC retention rules apply to records relating to hiring decisions);
• You will respond to and honor any data-subject rights request you receive from a Seeker that pertains to personal information you hold (access, correction, deletion, etc.) in accordance with applicable law;
• You will implement reasonable technical and organizational safeguards to protect Seeker personal information;
• You will notify Capango at security@capango.com promptly (and in any event within 24 hours) of any actual or suspected security incident involving Seeker personal information you obtained through Capango; and
• You will comply with all applicable laws, including (where applicable) CCPA/CPRA, Quebec Law 25, GDPR, and PIPEDA.

If Capango requires a written data-processing agreement (DPA), data-sharing agreement, or similar instrument to comply with applicable law, you agree to enter into such an instrument on Capango's standard form.

9. Acceptable use

In plain English: Don't break the law, don't post fake jobs, don't harvest candidate data, don't try to break Capango.

You agree not to (and you agree not to allow any Authorized User or third party to):

• Use the Services for any unlawful, deceptive, harassing, defamatory, or discriminatory purpose;
• Post any fictitious, "ghost," or pretextual job posting (a posting for a position that does not exist, or that exists only to collect résumés or candidate data);
• Use the Services to recruit for any purpose other than a bona fide employment, internship, or contractor role at the Employer;
• Use the Services to engage in human trafficking, forced labor, or any other prohibited labor practice;
• Use the Services to discriminate against any class of persons in violation of federal, state, or local equal-employment-opportunity laws;
• Solicit money or anything of value from Seekers in exchange for an employment opportunity or favorable consideration, except as expressly permitted by law and clearly disclosed;
• Aggregate, scrape, copy, download, or export Seeker profile information in bulk, whether manually or by automated means, for use outside the Capango platform;
• Use the Services to build a competing product, service, or database;
• Send unsolicited marketing or commercial messages to Seekers through Capango;
• Bypass any access control, rate limit, or usage cap;
• Interfere with the proper functioning of the Services or introduce harmful code;
• Attempt to gain unauthorized access to the Services, other accounts, or any underlying system; or
• Permit any third party to use the Services under your account.

Violation of this Section 9 is grounds for immediate suspension or termination.

10. SMS / text-message communications to job seekers

In plain English: When your team expresses interest in a candidate, Capango sends the candidate a text — only if they've opted in. You don't get to text candidates directly through Capango or use their numbers outside Capango.

10.1 The Capango SMS Program

Capango operates a text-message (SMS) notification program through its registered Application-to-Person 10-Digit Long Code ("A2P 10DLC") campaign with United States mobile carriers. When your Authorized Users take certain actions in Capango — including, at present, expressing interest in a Seeker's profile — Capango may send the affected Seeker a transactional SMS message describing the action and naming you as the interested Employer.

10.2 Permitted scope

You acknowledge and agree that:

(a) Capango is the sender of record. The SMS message is sent by Capango, from Capango's registered messaging numbers, under Capango's A2P 10DLC registration. The message is not sent from your own number, and Capango is the sender of record for carrier purposes.

(b) Opt-in is required. Only Seekers who have affirmatively opted in to receive Capango SMS messages will receive any such message. If a Seeker has not opted in, your action will not result in an SMS to that Seeker; the notification will be delivered through Capango's other in-app channels only.

(c) Permitted categories only. You may not instruct, request, or attempt to cause Capango to send SMS messages outside the categories described in Capango's then-current SMS Policy. You may not use Capango's SMS channel to:

• Send marketing or promotional content to Seekers;
• Send messages outside of business hours in the Seeker's local time zone in a manner that would constitute harassment;
• Send messages to Seekers who have opted out; or
• Send any content that would violate the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act as applied to mobile messaging, the CTIA Short Code Monitoring Handbook, or any applicable state or federal law.

10.3 Your representations regarding Seeker contact

You represent and warrant that:

(a) You will use Seeker contact information (including any mobile number a Seeker has made available through Capango's tools) only for legitimate, job-related communications relating to Capango-sourced candidacies; and

(b) You will not export, copy, or otherwise extract Seeker mobile numbers from Capango for use in any external SMS, voice, or messaging program operated by you or any third party, except where the Seeker has separately and expressly consented to receive such communications from you outside Capango.

10.4 Capango's controls

Capango may, in its discretion, suspend, throttle, or terminate your ability to trigger SMS notifications if Capango reasonably determines that your Authorized Users are causing the SMS program to be used in a manner inconsistent with the Capango SMS Policy, the CTIA Short Code Monitoring Handbook, applicable carrier rules, or applicable law. Capango will use reasonable efforts to notify you before taking such action, except in cases of carrier-mandated immediate suspension.

10.5 Indemnification — SMS

You agree to indemnify, defend, and hold harmless Capango and its affiliates, officers, employees, and agents from any claim, demand, action, proceeding, loss, damage, fine, penalty, or expense (including reasonable attorneys' fees) arising out of or relating to your or your Authorized Users' use of, or instructions to, the Capango SMS program in violation of these Terms, the Capango SMS Policy, the TCPA, the CTIA Short Code Monitoring Handbook, applicable carrier rules, or applicable law. This indemnification obligation is in addition to (not in lieu of) the general indemnification obligation in Section 17.

10.6 No third-party messaging program

Nothing in these Terms grants you the right to operate your own SMS messaging program through Capango's A2P 10DLC registration. If you wish to send SMS messages to Seekers under your own brand, your own registration, and your own carrier relationships, you must do so outside Capango and you must obtain your own carrier-compliant consent.

10.7 Privacy

Capango's handling of Seeker mobile phone numbers, consent records, and SMS message content is governed by Capango's Privacy Policy. Your handling of any Seeker contact information you receive through Capango is your responsibility as a data controller under applicable law (see Section 8).

11. Equal employment opportunity and non-discrimination

In plain English: You commit to following EEO laws when you use Capango. We may remove postings or content that violate them.

You represent and warrant that you will comply with all applicable federal, state, and local equal-employment-opportunity and anti-discrimination laws when using the Services, including (without limitation) Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, state human-rights laws, and any applicable pay-transparency laws.

Capango may, in its discretion, refuse, remove, or modify any Employer Content or any action by an Authorized User that Capango reasonably believes violates these laws.

If you are subject to NYC Local Law 144 or any similar law regulating "automated employment decision tools," you (not Capango) are responsible for any required bias audit, pre-use notice, or candidate disclosure relating to your use of any matching, scoring, or ranking features within the Services.

12. Ownership of Capango

All right, title, and interest in the Services, the Capango name and logo, "Powers and Passions" and any related marks, the software, the design, the content provided by Capango, all matching algorithms, scoring methodologies, and aggregated analytics (collectively, "Capango Properties") are owned by Capango or its licensors. You will not remove or alter any proprietary notice on any Capango Property.

Feedback. If you submit ideas, suggestions, or feedback to Capango, you grant Capango a perpetual, irrevocable, royalty-free license to use them for any purpose without compensation to you.

13. Confidentiality

In plain English: Things Capango shares with you that aren't public (pricing, beta features, etc.) need to stay confidential.

"Confidential Information" means non-public information disclosed by one party to the other and identified or reasonably understood as confidential, including Capango's pricing, product roadmap, non-public features, security details, and aggregated analytics. You agree to (i) use Confidential Information only to exercise your rights and perform your obligations under these Terms; (ii) protect it with reasonable care; and (iii) not disclose it to any third party except to your employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective.

Confidential Information does not include information that is (a) publicly available without breach; (b) known prior to receipt; (c) independently developed; or (d) lawfully obtained from a third party without confidentiality restriction.

This Section 13 survives termination for three (3) years.

14. Privacy

Our Privacy Policy describes how Capango collects, uses, and shares personal information. The Privacy Policy is incorporated into and made part of these Terms by reference. By accepting these Terms, the Employer acknowledges the practices described in the Privacy Policy and confirms that any personal information of Authorized Users provided to Capango may be processed in accordance with the Privacy Policy.

15. Disclaimer of warranties

In plain English: Capango is provided "as is." We don't promise specific hiring outcomes, error-free service, or perfectly accurate matches.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CAPANGO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

NO ADVICE OR INFORMATION OBTAINED FROM CAPANGO OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS. CAPANGO MAKES NO WARRANTIES WITH RESPECT TO: (i) THE NUMBER OR QUALITY OF SEEKERS WHO WILL APPLY TO YOUR POSTINGS; (ii) THE ACCURACY OF ANY SEEKER PROFILE OR APPLICATION; (iii) THE OUTCOME OF ANY HIRING DECISION; OR (iv) UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SERVICES.

16. Limitation of liability

In plain English: Capango's total liability is capped at what you paid us in the 12 months before the claim — or $500, whichever is greater. We're not liable for indirect or consequential damages.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CAPANGO, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (COLLECTIVELY, "CAPANGO PARTIES") BE LIABLE FOR:

(i) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (ii) ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY; (iii) ANY DAMAGES OR COSTS DUE TO STAFFING SHORTAGES, MISSED HIRES, OR THE FAILURE TO IDENTIFY A SUITABLE CANDIDATE; OR (iv) ANY DAMAGES ARISING FROM ACTS OR OMISSIONS OF SEEKERS, OTHER EMPLOYERS, OR ANY THIRD PARTY,

WHETHER OR NOT CAPANGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED.

Cap on aggregate liability. UNDER NO CIRCUMSTANCES WILL THE CAPANGO PARTIES' AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF: (a) THE TOTAL FEES PAID BY YOU TO CAPANGO UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (b) FIVE HUNDRED U.S. DOLLARS ($500).

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. The above limitations apply only to the extent permitted by applicable law.

17. Indemnification

In plain English: If a third party sues Capango because of something you did wrong, you defend and cover Capango. (Plus the extra SMS indemnification in Section 10.5.)

You agree to indemnify, defend, and hold harmless the Capango Parties from and against any claim, demand, action, loss, liability, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

• Any Employer Content;
• Your use or misuse of the Services or any Seeker personal information;
• Your breach of these Terms or violation of any law;
• Any employment or hiring action you take (or fail to take) in connection with the Services;
• Any actual or alleged discrimination, harassment, retaliation, or violation of EEO, wage-and-hour, or pay-transparency laws;
• Any actual or alleged violation by you or an Authorized User of the TCPA, CAN-SPAM, CTIA Short Code Monitoring Handbook, A2P 10DLC carrier rules, or any state or federal SMS or telemarketing law (see also Section 10.5); or
• The Employer's processing or handling of personal information of Seekers or Authorized Users.

Capango reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will not settle any claim without Capango's prior written consent.

18. Suspension and termination

In plain English: Either side can end the relationship. We can suspend immediately if there's a serious problem.

18.1 Termination by you

You may cancel your subscription at the end of the then-current term through the Employer portal Billing settings or by emailing billing@capango.com.

18.2 Termination by Capango

Capango may suspend or terminate the Services (in whole or in part) immediately if:

• You materially breach these Terms and fail to cure within 10 days of written notice (or immediately if cure is not feasible);
• You fail to pay any undisputed fee within 30 days of the due date;
• Your account presents a security, legal, or reputational risk to Capango, Seekers, or third parties;
• A carrier or regulator requires Capango to act with respect to your account; or
• Continued service is unlawful or operationally infeasible.

Capango may terminate the Services for any reason on 30 days' written notice. In that case, Capango will refund any prepaid fees for the period after the termination date, pro-rated.

18.3 Effect of termination

On termination: your license to access the Services ends; Capango may delete or anonymize Employer Content after a transition period; Sections 7.3 (License granted to Capango), 8 (Candidate Data), 10.5 (SMS Indemnification), 12 (Ownership), 13 (Confidentiality), 14 (Privacy), 15 (Warranties), 16 (Liability), 17 (Indemnification), 19 (Dispute Resolution), and 20 (General Provisions) survive.

19. Dispute resolution and arbitration

In plain English: Disputes go to binding arbitration with JAMS, not court (with limited exceptions). You waive jury trial and class actions. There's a 30-day opt-out.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THE EMPLOYER TO ARBITRATE DISPUTES WITH CAPANGO AND LIMITS THE MANNER IN WHICH THE EMPLOYER CAN SEEK RELIEF.

19.1 Applicability

The Employer agrees that any dispute or claim relating in any way to (i) the Services, (ii) any aspect of the relationship with Capango, or (iii) these Terms or their breach, will be resolved by binding arbitration, rather than in court, except that:

1. Either party may seek equitable relief in court for infringement or other misuse of intellectual-property rights or confidential information.

19.2 Arbitration rules and forum

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Arbitration will be conducted by JAMS under its applicable commercial rules, available at www.jamsadr.com or by calling JAMS at (800) 352-5267. The arbitration will be conducted in the English language and seated in Wilmington, Delaware (unless the parties agree otherwise). The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

19.3 Waiver of jury trial and class actions

WAIVER OF JURY TRIAL. THE EMPLOYER AND CAPANGO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL BEFORE A JUDGE OR JURY.

CLASS-ACTION WAIVER. ALL CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

19.4 30-day right to opt out

The Employer may opt out of this Arbitration Agreement by mailing a written notice within 30 days of first becoming subject to it, on the Employer's letterhead, signed by an authorized officer, to:

Capango, Inc. Attn: Arbitration Opt-Out 44679 Endicott Drive, Suite 300, #527 Ashburn, VA 20147

The notice must include: the Employer's legal name, address, the Capango account identifier (or primary email on file), and an unequivocal statement that the Employer wants to opt out of this Arbitration Agreement.

19.5 Severability

If any portion of this Arbitration Agreement is held invalid or unenforceable, that portion is severed and the remainder remains enforceable. If the class-action waiver is held invalid as to any claim, that claim must be brought in court — not arbitration — but all other claims remain in arbitration.

20. General provisions

Independent contractors. Capango and the Employer are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship.

Electronic communications. You consent to receive communications from Capango electronically. All terms, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing.

Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Exclusive venue (for claims not subject to arbitration). Any claim not subject to arbitration must be brought exclusively in the state or federal courts located in Delaware, and you consent to personal jurisdiction in those courts.

Severability. If any provision is held invalid or unenforceable, that provision will be construed to reflect, as nearly as possible, the original intent, and the remaining provisions remain in full force and effect.

Waiver. Capango's failure to enforce any right or provision is not a waiver of that right or provision.

Assignment. You may not assign these Terms or any rights under them without Capango's prior written consent. Capango may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, labor dispute, internet or carrier outage, or government action.

No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.

Entire agreement. These Terms, any order form or master services agreement between Capango and the Employer, the Privacy Policy, and any Supplemental Terms are the entire agreement between the parties regarding the Services and supersede any prior agreements on the same subject.

Changes to these Terms. Capango may update these Terms from time to time. The current version is always at https://www.capango.com/employer-terms.html. Material changes will be communicated by email to the Employer's primary contact at least 30 days before the change takes effect. Continued use of the Services after a material change becomes effective constitutes acceptance.

Copyright infringement claims (DMCA). To submit a copyright infringement notice under the Digital Millennium Copyright Act:

Capango, Inc. — Attn: Copyright Agent 44679 Endicott Drive, Suite 300, #527 Ashburn, VA 20147 Email: copyright@capango.com

21. Contact

For questions, complaints, or claims about these Terms or the Services:

Capango, Inc. Attn: Legal — Employer Terms 44679 Endicott Drive, Suite 300, #527 Ashburn, VA 20147 USA

Email: support@capango.com (general); billing@capango.com (billing); security@capango.com (security) Phone: (833) 227-2646