LAST UPDATED 2023-07-07

Atlas Terms of Service

Please read these Terms of Service (“Terms”) for Atlas Technology Solutions Inc. Platform and other services (defined below) that we intend to provide to you, the Client (“Client”, “you” or “your”). Each separate Terms shall apply to you in total and shall be identified below. In reviewing these Terms and accessing the Site or Platform or availing yourself of our Services, you agree to and accept these individual Terms of Service as an agreement with us, Atlas Technology Solutions, Inc. (“Atlas”, “us”, “we” or “our”) or the appropriate local affiliate or subsidiary. If needed, Client and Atlas are collectively referred to herein as the “Parties” and each individually as a “Party”.

Atlas may, in its sole discretion, revise, amend, modify or delete portions of these Terms or other notices at any time without notice to you. Updated versions will be put on our website. It is at all times your responsibility to read the most current version of these Terms. Your continued use of the Site or Atlas’ Services constitutes your acceptance of any revisions, amendments, modifications or deletions to these Terms.

Atlas Website Terms of Service ▸

Atlas Platform Terms of Service ▸

EOR Terms of Service ▸

Atlas Website Terms of Service

Atlas, and its global subsidiaries and affiliates, operate certain websites and webpages, including www.atlashxm.com and its affiliated websites and webpages (collectively, the “Site”).

By accessing or using the Site in any way, you unconditionally accept the following Site Terms, on your behalf or on behalf of the entity that you represent, as the legally binding terms for any type of access and use of the Site in any form. You agree that you shall comply with all applicable laws, rules, and regulations by accessing, browsing, reviewing, or in any other way using the Site. The Site may contain additional notices, the terms and conditions which must also be observed and followed.

1) LICENSE AND RESTRICTIONS ON USE

  • Subject to your ongoing compliance with these Site Terms, Atlas hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, freely revocable license to access and use the Site solely for your personal, non-commercial and lawful purposes, provided that we maintain all copyright, trademark and other intellectual property therein. All other rights are hereby also expressly reserved.

  • You shall comply with these Site Terms and shall not: (i) archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works of, offer for sale, or use, any content or information contained in or obtained from or through the Site; (ii) delete the copyright or other proprietary rights notices from the Site; (iii) circumvent, remove, alter, deactivate, degrade or thwart any of the content or other protections enabled on the Site; (iv) use any robot, spider, scraper or other automated means to access the Site; (v) decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site, if applicable; (vi) insert any code or product or manipulate the Site in any way; (vii) use any data mining, data gathering or extraction method; (viii) upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Site, if applicable, including any software viruses or any other computer code, files or programs; (ix) remove, modify, disable, block, impair, or obscure any advertising in connection with the Site; or (x) use or encourage the use of the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.

  • Atlas shall have the right to alter, suspend or discontinue the Site or your access to or use of the Site at any time for any reason without notice or liability to you or any third party.

2) THIRD PARTY SITES

Atlas makes no representations whatsoever about any third-party content accessible through the Site, if applicable. When you access non-Atlas content, note that it is independent from Atlas, and that Atlas has no control over the content on that website, even if we provide information or services to the owner of that website. In addition, a link to a non-Atlas website does not mean that Atlas endorses or accepts any responsibility for the content or the use of such website. Atlas disclaims any and all liability and responsibility for such content. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

3) COPYRIGHTS AND USE OF SITE CONTENT

The copyright in all materials, features and functionality on the Site, including text, graphics, videos, audio recordings, software, algorithms, artwork, interfaces, photographs, logos, icons, and images and the selection and arrangement thereof along with any enhancements to or derivative works thereto (collectively, "Content"), is the exclusive property of Atlas or its licensors and is protected by U.S. and international laws. None of the Content shall be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Atlas or the copyright owner in each instance. You shall not "mirror" or "frame" any Content or the Site itself, in whole or in part, without Atlas's express written permission. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity and/or communications regulations and statutes. All rights not expressly granted are hereby reserved. You shall be solely responsible for ensuring that any information or Content obtained from the Site does not contain any virus or other computer software code or subroutine designed to disable, erase, impair or otherwise damage your systems, software, data or operations.

4) TRADEMARKS

The trademarks, service marks, logos and trade names (the "Trademarks") used and displayed on the Site, including, but not limited to, Atlas®, are registered and unregistered Trademarks of Atlas. Other trademarks, service marks, logos and trade names may be owned by others. Nothing on the Site should be construed as granting any license or right to use any Trademark or any other Atlas intellectual property displayed on the Site. The trademark and trade name Atlas® and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of Content on the Site, without prior written permission from Atlas and you shall not refer to or attribute any information to Atlas or its licensors in any public medium for promotional or advertising purposes, or otherwise, or for the purpose of influencing a third party. Atlas also prohibits use of Atlas® and any other Trademarks as part of a link to or from any site unless establishment of such a link is approved in advance by Atlas in writing.

5) NO SERVICES

The information on the Site and its Content does under no circumstances constitute the rendering of any legal, accounting, tax, career or any other advice or services.

6) DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING ALL CONTENT THEREIN, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ATLAS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, ATLAS DOES NOT REPRESENT OR WARRANT THAT: (1) THE INFORMATION ON THE SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THE SITE SHALL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS SHALL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

7) EXCLUSION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL ATLAS OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE INFORMATION, CONTENT, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED OR CONTAINED ON THE SITE OR OTHERWISE OBTAINED FROM OR ARISING OUT OF YOUR USE OF THE SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ATLAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD.

8) INDEMNIFICATION

You shall indemnify, defend, and hold harmless Atlas and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors and assigns (collectively, the "Atlas Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by any or all the Atlas Indemnified Parties in connection with any claim arising out of or relating to: (i) your access to or use of the Site, or (ii) any breach by you of these Site Terms or the representations, warranties, and covenants you have made by agreeing to these Site Terms. Moreover, you shall cooperate as fully in the defense of any such claim.

9) ENFORCEMENT OF TERMS

The Site Terms are governed and interpreted pursuant to the laws of the State of Delaware, United States of America, notwithstanding any principles of conflicts of law. You agree and expressly consent to the exercise of personal jurisdiction in the State of Delaware and the courts there in connection with any dispute or claim involving Atlas in relation to the Site or any issues with the Site. If any part of these Site Terms is unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

10) ENTIRE AGREEMENT

These Site Terms constitute the entire agreement between you and Atlas with respect to the subject matter of these Site Terms and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding that subject matter. Any waiver of any provision of these Terms shall be effective only if in writing and signed by Atlas. Any failure to enforce any provision of these Terms shall not constitute a waiver of a future breach of that or any other provision of these Terms.

Atlas Platform Terms of Service

1) The Platform

Atlas provides you, as our Client, access to our Platform to provide the various Services that you have subscribed to and agreed to use. These Platform Terms of Service (“Platform Terms”) establish Atlas’s expectations of you, as our Client, as a user of the Platform.

2) General

  • These Platform Terms set forth the general terms and conditions under which Atlas grants Client and Client acquires access to and user right for the material, information, content, documents, functionalities, features or other works of authorship (such as software programs and codes, reports, country insights and analytics, and similar works) offered by Atlas on our Platform (collectively the “Material”) during the subscription term that Client has selected. The Platform Terms shall apply to any kind of use of the Atlas Platform, including the Insights & Analytics module and the Material. All fees, charges, and the scope of the Material will be contained within the Atlas Platform, specifically the Insights & Analytics module. Under no circumstances will Atlas be obligated to make available or deliver any Material other than in accordance with applicable country, province or local laws.

  • Atlas will only offer access to the Material listed in these Platform Terms. Atlas will not, and will not be deemed to, provide any other access or services, other than those which are expressly stated herein. Client acknowledges and understands that Atlas will not and cannot make, without limitation, any strategic, operational or other business-related decisions with regard to Client’s business. Such decisions, including their implementation, will be the exclusive responsibility of Client, and Atlas will bear no responsibility or liability.

3) Client Obligations and Rights

  • Business Operations. You will oversee all aspects of your operation of your business, including, but not limited to the production and delivery of your own services and products, product design, accounting, cash control, and loss/breakage/theft prevention. Client bears sole responsibility regarding all aspects of the use of the Material, including but not limited to its use in any agreements with third parties. Except as expressly set forth in these Platform Terms, all responsibility and/or liability regarding any use of the Material will be the sole and exclusive responsibility of Client.

  • Technical Requirements. Client shall be solely responsible for meeting all technical and other requirements, including but not limited to a secure internet connection, equipment, hardware and software, necessary for the use of the Material featured on the Atlas Platform, especially the Insights & Analytics module. Client will be assigned a unique username and password for access to the Atlas Platform, which Client is not allowed to share with any third party, and which shall expire after the corresponding subscription term. Client shall notify Atlas immediately of any suspected or occurred unauthorized use of its access credentials, or any other known or suspected breach of security, which Client shall apply its best efforts to prevent.

  • Licenses. If Client is required to be licensed, registered or certified under any applicable law, rule, or regulation, or to act under the supervision of any licensed, registered or certified person or entity in performing his or her duties, then Client will be solely responsible and liable for verifying such licensure, registration, certification or supervision.

4) Proprietary Rights

  • Ownership. The Material does not include licensed programs, materials, documents or other information and other items (including all third-party materials) available under their own license terms or agreements. Atlas grants only the rights specified in these Platform Terms, subject to Client’s payment of any and all amounts due to Atlas. Atlas or its third-party vendors, if applicable, own all rights, title, interest, copyright, trademark, patents trade names, know-how, design, trade secret, and other intellectual property rights, whether known or unknown, express or implied, including any derivatives or improvements thereof, in the Material and the Atlas Platform. For the avoidance of any doubt, Client has no right to use trademarks, trade names, or other designations of Atlas.

  • User Rights and License. Atlas grants to Client the non-transferable, non-exclusive right to use the Material worldwide solely for Client’s own internal business purposes. Client shall not modify, make derivative works of, disassemble, webscrape, reverse compile, or reverse engineer any part of the Material. For the avoidance of any doubt, the commercialization of the Material by Client shall be strictly prohibited. Except as expressly granted under this Agreement, Client shall not acquire any license or right, express or implied. A subscription permits the use of the Material by a limited number of Client employees (“Users”) as indicated in the different subscription options on the Atlas Platform, and only by specific Users as selected and identified in the order process (the “User Licenses”). The User Licenses cannot be transferred to any other User unless Atlas gives prior written consent.

5) Warranty

Atlas warrants that the Material has been developed using reasonable care and skill and according to the current description (including any completion criteria) contained in these Platform Terms and on the Atlas Platform. Client will provide timely written notice of any failure to comply with this warranty so that Atlas can correct the corresponding Material. For the avoidance of any doubt, nothing in or about the Atlas

Platform, including the Insights & Analytics module or the Material shall be construed as giving any kind of financial, tax, accounting, or legal advice, direction or guidance to Client. No attorney-client relationship is formed. Client uses the Material at its own risk.

Atlas does not warrant uninterrupted or error-free operation of the Material, that we will correct all defects, or that the Material will meet Client’s specific requirements. Unless expressly stated otherwise, the license for the use of the Material does not include provision of any update, revisions or error correction, and Atlas does not provide third-party materials and services with a warranty of any kind.

THE FOREGOING IS ATLAS’S SOLE OBLIGATION AND CLIENT’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF THE FOREGOING WARRANTY. EXCEPT AS SET FORTH IN THIS CLAUSE (WARRANTY), ATLAS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

6) Subscription Terms, Fees and Payment

  • Subscription Term and Payment. The subscription modalities are as outlined on the Atlas Platform. The subscription term is twelve (12) months. Upon expiration of the initial or any renewal term, the subscription shall be automatically renewed for another twelve (12) months, unless terminated by Client by giving ninety (90) days prior notice via Client’s corresponding user management settings on the Atlas Platform. Unless stated otherwise herein, such termination will, however, not affect the applicability of these Platform Terms to any existing subscription that has not yet expired and the requirements under the Platform Terms will remain in effect until the expiration of the said subscription. Atlas only accepts the payment methods indicated on the Atlas Platform. Subscriptions are subject to prior validation of the selected payment method, full payment of the corresponding fees and acceptance of Client by Atlas. Client agrees to pay all applicable domestic, foreign, federal, state, and local taxes. Any refund or credit rights of the Client for any reason are expressly excluded.

  • Miscellaneous Fees and Terms. Other than as set forth herein, Atlas may specify additional types of fees and charges (such as one-time, recurring, usage, or fixed price) and when charges are assessed or begin through the Atlas Platform. Use of the Material for which the Client pays must be made within the applicable subscription period and is not subject to refund or credit.

7) Suspensions, Cancellations, Limitations and Modifications

  • Suspensions and Cancellations. Atlas may cancel or suspend the Material or the Atlas Platform, including the Insights & Analytics module, any rights and licenses granted, or a subscription, in whole or in part, anytime for any reason and in any form. Atlas will decide on a case-to-case basis, in good faith, at its sole discretion, if Client is entitled to a refund, in whole or in part, in cases of any total or substantial cancellation or suspension for reasons not attributable to Client.

  • Limitations and Modifications. Atlas may, from time to time, amend, edit, discontinue or delete the present terms and conditions of the Agreement, including but not limited to the rights and licenses granted hereunder, the payment terms, the subscription modalities or the Material, wholly or in part, unilaterally and at its sole discretion. Such modifications shall become effective upon notification to Client. Notification to Client may be accomplished in whatever way and form Atlas deems appropriate and choses in each case (e.g., simple implementation on the Atlas platform).

8) Indemnification and Limitation of Liability

Client shall unconditionally indemnify, hold harmless, protect and defend Atlas, and all of Atlas’s subsidiaries, affiliates, and related entities, and their respective former, current and future shareholders, employees, attorneys, officers, directors, agents and representatives (“Atlas Indemnified Parties”) from and against any and all claims, demands, damages, injuries, deaths, causes of actions, costs and expenses (including reasonable attorney’s fees and expenses at all levels of proceedings), losses and liabilities of whatever nature (including liability to third parties), and all other consequences of any sort, whether known or unknown, without limit and without regard to the cause or causes thereof, that may be asserted or brought against any Atlas Indemnified Party which arises out of or is in any way related to the Atlas Platform, including the Insights & Analytics module, this Agreement or the Material, and is attributable to Client in any way, including without being limited to (a) any actual or alleged breach of Client’s representations, warranties, or obligations under this Agreement; (b) Client’s wrongful or improper use of the Material; (c) Client’s violation of any Atlas’s or third-party proprietary or other rights, (d) Client’s violation of any domestic or foreign local, state, federal or in country laws, rules, regulations, ordinances, directives, or other legal processes whatsoever; and (e) any unauthorized third party’s access and/or use of the Client access credentials to the Atlas Platform or the Material. Atlas’s entire liability for all claims or causes of action in the aggregate arising from or related to the Atlas Platform or the Material will in no event exceed the preceding twelve (12) months’ fees.

UNDER NO CIRCUMSTANCE IS ATLAS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY, WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR ANY REMEDY HEREIN HAS PROVEN EFFECTIVE: (1) LOSS OF, OR UNAUTHORIZED ACCESS OR DAMAGE TO, DATA; (2) SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR (3) REPUTATIONAL DAMAGES, LOST PROFITS, BUSINESS, REVENUE, GOODWILL, DELAYS, OR ANTICIPATED SAVINGS.

9) Data Protection and Confidential Information

  • Data Protection: Client is responsible for any data (including the accuracy, quality, and completeness thereof) and the content of any data Client makes available to Atlas in connection with the Atlas Platform. Each Party must comply in all respects with all applicable data protection laws, regulations, and directives. Each Party shall implement administrative, physical, and technical safeguards to protect personal data commensurate with type and amount of personal data under its control that are no less rigorous than accepted industry practices and will immediately notify the other Party in the event of any security breach and use commercially reasonable efforts to immediately mitigate such security breach. The Parties agree to provide in a timely manner all such necessary and reasonable assistance, information, and co-operation to the other Party to enable it to carry out data protection impact assessments; have consultations with any regulator; and respond to any data subject requests.

  • Confidential Information. Each Party retains sole responsibility for the maintenance and protection of its confidential information, trade secrets, and proprietary information (“Confidential Information”). Neither Party will use or disclose the other Party’s Confidential Information any more than is necessary to: (i) access the Material; and (ii) enable Atlas to provide Services as agreed with Client. Each Party agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of the other’s Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate, provided that it will use no less than reasonable care. The receiving Party may disclose, publish, disseminate, and use the other Party’s Confidential Information that is: (a) already in its possession without obligation of confidentiality; (b) developed independently of such Confidential Information; (c) obtained from a source other than the discloser without obligation of confidentiality; (d) publicly available when received, or subsequently becomes publicly available through no fault of the recipient; (e) disclosed by the other Party to another without obligation of confidentiality; (f) is required to be disclosed by law or a court order, provided the receiving Party provides prompt written notice of the requirement and cooperates with disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by the court or court order.

10) General Principles of Our Relationship

  • Notices and Communications. Written communications, including notices to the receiving Party’s designated representative must be sent to the address (physical or e-mail) specified below. The Parties consent to the use of electronic means to send and receive communications in connection with their business relationship arising out of this Agreement, and both Parties acknowledge and agree that such communications are acceptable as in writing. An identification code (called a “user ID”) contained in an electronic document is sufficient to verify the sender’s identity and the document’s authenticity.

    • If to Atlas: 1 North Franklin St, Suite 2600, Chicago, IL 60601 USA or email: support@atlashxm.com.

    • If to Client: the address and email address identified by the Client in the Atlas Atlas Platform.

  • Compliance with Laws. Atlas will comply (and will cause its subcontractors and affiliates to comply) with laws applicable to Atlas relating to our provision of the Material. Client agrees that Atlas is not obligated to undertake any actions pursuant to this Agreement which, in Atlas’s sole determination, Atlas concludes does not comply with applicable laws or regulations. Client will comply with the laws applicable to Client’s business to the extent relating to the performance of Client’s obligations under these Platform Terms.

  • Dispute Resolution and Governing Law. The Parties will attempt in good faith to informally resolve or cure all disputes, disagreements or claims between the Parties. Any controversy or claim arising out of or relating to these Platform Terms, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration proceeding, mediation or other proceeding will be brought and maintained in the State of Delaware and be subject to the competent jurisdiction of the appropriate state or federal court sitting in the State of Delaware. Any arbitration shall be resolved within six (6) months of the filing of an arbitration demand, unless otherwise agreed. Attorneys’ fees for the prevailing Party shall be included in any arbitration award. Both Parties agree to the application of the laws of the State of Delaware to govern, interpret, and enforce all of Client’s and Atlas’s respective rights, duties, and obligations arising from, or relating to, the subject matter of this Agreement, without regard to conflict of law principles. Each Party waives any right to a jury trial in any proceeding arising out of or related to the Material or this Agreement.

  • Force Majeure Events. Neither Party will be liable to the other for any failure or delay in the performance of such Party’s obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, pandemics, epidemics, communications line or power failures, or governmental laws, court orders, and regulations imposed after the effective date of the Client’s subscription (each, a “Force Majeure Event”). Delays in delivery or in meeting completion dates due to a Force Majeure Event will automatically result in extension of completion dates for a period equal to the duration of such events, plus an additional period that is reasonable under the circumstances.

  • Construction and Severability. Headings and section references in these Platform Terms are for convenience only and do not define or limit the scope of provisions of these Platform Terms. The invalidity or unenforceability of any one or more provisions of the Terms will not affect the validity or enforceability of any other provision. If any provision of these Platform Terms is held to be invalid or unenforceable, but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable consistent with its objective.

  • Survival of Terms. Any provisions of these Platform Terms that by their nature extend beyond the termination of the subscription remain in effect in accordance with their terms and apply to both Parties’ successors and assignees.

11) Other

  • Tradename Use. Client hereby grants Atlas the right to use Client’s (or any of its enterprise’s) trademarks, trade names, or other designations in any promotion, publication, or Website. Client shall be allowed to use Atlas’s trademarks, trade names or other designations likewise only upon prior written consent by Atlas.

  • No Partnership. These Platform Terms and any use of the Material do not create an agency, joint venture, or partnership between Client and Atlas. Atlas is free to enter into similar agreements with other clients.

  • No Other Rights. Each Party grants only the licenses and rights specified in this Agreement. No other licenses or rights are granted either directly, by implication, or otherwise.

  • Claims Lapse. Except where prohibited by applicable law, any claim for breach of this Agreement must be brought within twelve (12) months from the date on which the Party first became, or reasonably ought to have become, aware of the alleged breach, after which time any claims shall lapse.

  • Use of Contact Information. Client authorizes Atlas and its subsidiaries (and their successors and assignees, contractors and representatives) to store and use Client’s business contact information wherever they do business, in connection with Atlas products and services or in furtherance of Atlas’s business relationship with Client.

  • No Third-Party Rights. No right or cause of action for any third-party will be created by this Agreement, nor is Atlas responsible for any third-party claims against Client except as expressly set forth herein.

  • Entire Agreement. These Platform Terms establish the complete agreement between Client and Atlas regarding the Material and shall replace any prior oral or written communications between the Parties. Accordingly, neither Party is relying upon any representation that is not specified in this Agreement, such as the estimated costs or results of any Material. Additional or different terms in any written communication from Client (such as a purchase order) are void.

  • Acceptance. Each Party accepts the terms of this Agreement by electronic acceptance in the Atlas platform.

  • Consumer Rights. The rights, duties, and obligations of each Party are valid only in the United States and each country where Atlas makes the Material available to Client except that all licenses are valid as specifically granted. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.

EOR Terms of Service

1) The Services

Under the EOR Master Service Agreement (“EOR MSA”), you agreed to Atlas Technology Solutions Inc. or the appropriate affiliate or subsidiary contracting entity identified in the MSA providing the Services, as defined therein. These EOR Terms of Service (“EOR Terms”), as per the MSA, are incorporated therein to that agreement and prevail in cases of inconsistency.

A) EOR Services

I) Background Checks. Client represents and warrants that it has or will have prior to finalizing an employment agreement for a Covered Employee to Atlas, conducted due diligence, including a background check (to the extent it is legally permissible according to the laws of the applicable jurisdiction), on all Covered Employees. Client acknowledges that that any Client breach of this representation and warranty is a material breach of these EOR Terms. Client may request that Atlas perform these background checks on Client’s behalf for a fee as set forth in the applicable Transaction Document. In any event, Client is responsible for ensuring that background checks are completed in compliance with this Section.

II) New Hire Documents. Atlas must receive all requested new-hire documentation, fully and accurately completed, before a Covered Employee may commence employment. As between the Parties, Client will be solely responsible for obtaining any necessary consents and background checks, transmitting the completed new hire documentation securely to Atlas and for any fraud, material misstatement or inaccuracy contained in any such new hire documentation.

III) Wages. Client agrees that it will not pay any wages or salaries directly to any Covered Employee without Atlas’s specific prior written consent, in Atlas’s sole discretion, to do so. Subject to such Atlas consent, Atlas agrees that Client may elect to make non-taxable payments directly to Covered Employees for benefits that require a direct payment or reimbursement to Covered Employees; provided that Client acknowledges and agrees that Client is solely responsible for such direct payments, and any liabilities or issues arising from such direct payments. Client acknowledges and agrees that all taxable payments to Covered Employees must be paid to Covered Employees directly by Atlas and that any payments from Client directly to a Covered Employee will not satisfy Client’s obligation to advance such funds to Atlas. In all events, Client is solely responsible for any direct payment made by Client to Covered Employees or Client’s failure to report to such payment to Atlas. With respect to all payments made by Atlas to a Covered Employee, Client assumes full responsibility for (i) workers’ compensation claims, if applicable, (ii) benefit claims (including but not limited to health insurance claims and pension claims), (iii) tax obligations, (iv) employment discrimination claims, (v) general liability claims, (vi) third-party claims, (vii) severance and dismissal indemnification claims, and (viii) any and all other obligations or claims pertaining in any way to any Covered Employee. If Client does not pay Atlas, when due, for all Services rendered, Atlas will have no obligation to Client to pay any Covered Employee. In such event, Atlas has the right, at its sole option, to do any of the following: (A) not pay the Covered Employees, (B) pay the Covered Employees at the minimum wage rate or minimum salary requirement(s) provided by such country’s (or applicable state’s) law, or (C) fully pay such Covered Employees; but in no event will Atlas have any obligation as to Client to advance funds for such payments. The foregoing provision in no way affects the obligation of Client to pay Atlas for all Services rendered or affects the obligations of Client pursuant to local in-country laws, rules and regulations, including but not limited to the requirement to provide for payment of each Covered Employee at his/her regular rate of pay. Wages will be paid pursuant to Client’s elected method of meeting its payroll obligations as set forth in Exhibit A-1 (Payroll Payment Method) of the EOR MSA. Notwithstanding anything herein to the contrary, Client is solely responsible for any liability (including, without limitation, any and all fees, fines, interest, penalties, administrative actions, claims, lawsuits or other costs and expenses) relating to or arising from Client’s non-payment or late payment of amounts owed under this Section.

IV) Services Performed Outside of the United States. If a Service is performed outside of the United States, the Parties acknowledge and agree that such Services, and Atlas’s performance hereunder, shall be provided subject to additional terms as required by local law, which may be added by the Parties as an additional Exhibit hereto (for example, to address the General Data Protection Regulation (GDPR) in the European Union, or any other data protection and security requirements for other non-US jurisdictions). The Parties agree that it is not intended that the provision of the Services will give rise to a relevant transfer for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006, the Acquired Rights Directive (Council Directive 77/187/EEC) (as amended by Council Directive 98/50/EEC and consolidated by Council Directive 2001/23/EEC) or similar employment regulations, as amended or re-enacted from time to time ("ARD") whether on commencement or expiry or cessation of any of all or any of the Services provided to the Client under this Agreement from time to time or the commencement or the termination or expiry of this Agreement, and accordingly the Client shall fully indemnify and hold Atlas, its affiliates and sub-contractors harmless against all or any costs, expenses, liabilities, damages, awards, and losses arising out of any claim, action or proceeding which arises in respect of ARD, including as a result of commencement or any expiry or cessation of any or all of the Services provided to the Client under this Agreement from time to time or the commencement or termination or expiry of this Agreement. This includes any liabilities that Atlas might inherit as a new employer under ARD or Atlas might incur as the outgoing employer whether or not ARD applies.

B) Client Obligations and Rights

I) Client Responsibilities. Client will be solely responsible for recruiting and selecting Covered Employees. Client will supervise, direct, and control Covered Employees and Client acknowledges that Atlas has no responsibility to supervise, direct or control Covered Employees. Client agrees that Client and Covered Employees need to reasonably collaborate and partner with Atlas, to satisfy any local employment and sponsorship requirements as might be requested by Atlas from time to time, if applicable. Client is solely responsible for administering, funding, and accurately determining eligibility for paid perquisites, including but not limited to leave or other paid time off, profit sharing, deferred compensation, bonuses, severance, equity options/grants/warrants, commissions, or other incentive(s). Although Client will make all such payments through Atlas’s payroll, so as to ensure proper reporting and remittance of taxes, Atlas takes no responsibility for the administration or funding of any such benefits related payments.

II) Cooperation. Each Party agrees to cooperate fully with the other Party with respect to the Services and each Party’s respective obligations under the EOR MSA. This duty to cooperate will include the obligation of each Party to timely supply information, documents, witnesses, and other evidence as is reasonably necessary for the other Party to fulfill its obligations under the EOR MSA. In addition, Client will permit Atlas and/or the workers’ compensation carrier or any relevant insurance provider or other authorized third-party access during normal working hours, upon reasonable notice to Client, to any Client work locations. Such access will include the ability of Atlas and/or the workers’ compensation carrier or authorized third-party to examine books and records of Client, or to discuss with Client personnel and Covered Employees, each as deemed appropriate by Atlas or the insurance carrier of Atlas or other authorized third party in order to determine compliance with the EOR MSA.

III) Confidential Information. Each Party retains sole responsibility for the maintenance and protection of its confidential information, trade secrets, and proprietary information (“Confidential Information”), other than personnel and payroll information regarding the Covered Employees, the confidentiality of which will be the joint responsibility of Client and Atlas. Neither Party will use or disclose the other Party’s Confidential Information any more than is necessary to receive the Services under the EOR MSA. Each Party agrees to use the same care and discretion to avoid disclosure, publication or dissemination of the other’s Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate, provided that it will use no less than reasonable care. A recipient may disclose Confidential Information to: (i) its officers, directors, employees, advisors and other representatives who have a need to know, and the officers, directors, employees, advisors and other representatives of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know; and (ii) any other party with the discloser’s prior written consent. For purposes of this Section, “control” means to own or control, directly or indirectly, over fifty percent (50%) of voting shares. A recipient may disclose, publish, disseminate, and use a Party’s Confidential Information that is: (a) already in its possession without obligation of confidentiality; (b) developed independently of such Confidential Information; (c) obtained from a source other than the discloser without obligation of confidentiality; (d) publicly available when received, or subsequently becomes publicly available through no fault of the recipient; or (e) disclosed by the discloser to another without obligation of confidentiality.

IV) Government Contracts. Client will be solely responsible for compliance with requirements pertaining to government contracts pursuant to country local laws and federal, state, county, local laws, regulations, and ordinances, including but not limited to compliance with Executive Order 11246, The Walsh-Healey Public Contracts Act, the Davis Bacon Act, the Services Contract Act of 1965, or any other local requirements for government contracts under the jurisdiction of the EOR MSA.

V) Liability for Certain Claims. Client agrees and acknowledges that, notwithstanding Atlas’s signing an employment agreement with any Covered Employees, for purposes of the EOR Services and as between the Parties, Client (and not Atlas) will be considered fully and solely liable just as if it were the direct employer of any Covered Employee for purposes of any claims, including for claims of discrimination involving disability, race, sex, sexual harassment, religion, color, age, national origin, marital status, veteran status, retaliation, or for any other claim pursuant to any local, state or federal law regulation.

VI) Health and Benefits Plans. Client acknowledges that in some countries health insurance coverage is required per local country regulations and requirements. Where required and if opted into by the Client, Client will offer coverage that is legally compliant through Atlas or will provide Atlas with satisfactory proof of such coverage. In any case, Client shall be fully and solely liable for such coverage. Atlas may, from time to time, make available employee benefit plans for adoption by Client and benefits administration services as outlined in and at the rates set forth in the applicable Transaction Documents with respect to Client’s own employee benefit plans. Unless Client elects to participate in Atlas’s employee benefit plans or selects Atlas’s benefits administration services as outlined in and at the rates set forth in the applicable Transaction Document, all employee benefit plans and programs sponsored by Client, regardless of whether they provide benefits to the Covered Employees, will be the sole responsibility of Client. If Client chooses to become a participating employer in any Atlas employee benefit plan, coverage of Covered Employees by such plan will be subject to the terms and conditions of such plan and to such modifications as may occur to such plans. Client agrees, once coverage is made effective, that such coverage remains effective for a period of one (1) year unless earlier terminated in accordance with this Section. Benefit plan cancellations require written notification at least sixty (60) days in advance and will incur a service charge equivalent to twenty-five percent (25%) of one month’s premium if not cancelled within such period. Client is responsible for any charges by the plan carrier or its partners for cancellation of a policy. Subject to the foregoing termination right, Atlas reserves the right to change any employee benefit plan which it offers to Client (including the right to change carriers) and to raise the rates charged for such plans by providing reasonable prior notice to Client.

2) Materials

Services may include the development and provision of Materials. “Materials” are literary works or other works of authorship (such as software programs and code, documentation, reports, and similar works) that Atlas delivers to Client as part of the Services. Materials do not include licensed programs, materials, documents or other information and other items (including all third-party materials) available under their own license terms or agreements. Atlas grants Client only the rights specified in Article 2(b) (Rights in Materials) of this EOR Terms for each Material, subject to Client’s payment of all amounts due under the EOR MSA. Atlas retains all interest and ownership in, to and under the Materials and reserves all rights with respect thereto.

A) Materials Review. Atlas will deliver Materials that conform in all material respects to their documentation and specifications. Client agrees to review Materials that are subject to Client’s acceptance and to notify Atlas in writing of any revisions within five (5) working days of receipt. Materials will be deemed accepted if no notice is received within the applicable review period or if Client makes productive use of the Materials. Materials that are status reports or project plans are updated periodically with current information and do not require acceptance.

B) Rights in Materials. As between the Parties, Atlas is the sole and exclusive owner of all intellectual property rights of and within all Materials, including any of the works that pre-exist or were developed outside the Services and any modifications or enhancements to them that may be made under the Agreement for EOR Services. Atlas grants Client a nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform, and distribute (within Client’s Enterprise only), copies of such other Materials during the term of the Agreement for EOR Services, solely as necessary for Client’s internal (i.e., non-commercial) use of the Services. “Enterprise” means any legal entity and the subsidiaries it owns by more than fifty percent (50%). Unless otherwise agreed in writing, the term “Enterprise” applies only to the portion of the Enterprise located in the United States.

3) Warranty for Services

A) Warranty. Atlas warrants that it performs each Service using reasonable care and skill and according to the current description (including any completion criteria) contained in the Agreement for EOR Services including, where applicable, any Transaction Document. Client will provide timely written notice of any failure to comply with this warranty so that Atlas can correct the corresponding Service.

B) Items Not Covered by Warranty. Atlas does not warrant uninterrupted or error-free operation of any Material or Service, that Atlas will correct all defects, or that any Material or Service will meet Client’s specific requirements. Unless a Transaction Document specifies otherwise, (i) Services do not include provision of any update, revisions or error correction for Materials, and (ii) Atlas does not provide non-Atlas products, materials and services with a warranty of any kind (provided, that third party suppliers may provide their own warranties to Client).

C) Disclaimer. THE FOREGOING IS ATLAS’S SOLE OBLIGATION AND CLIENT’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF THE FOREGOING WARRANTY. EXCEPT AS SET FORTH IN SECTION 3.1 (WARRANTY) OF THIS EOR SERVICES TERMS AND CONDITIONS, ATLAS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

4) Charges

I) Additional Charges; Modified Charges. Should Client require additional services not included in this Agreement, the Fees for any such additional services will be established by Atlas and paid separately by Client. The Fees set forth in each Transaction Document are subject to adjustment by Atlas based upon changes in local, state, federal or country specific applicable employment laws, changes in insurance requirements or costs, costs directly attributable to Client or to Covered Employees, or changes in Client's payroll. Upon each anniversary of the Effective Date, the Base Fees shall automatically increase by five percent (5%), and other Fees hereunder shall increase as provided in the applicable Transaction Document.

II) Miscellaneous Charges and Terms. Other than as set forth above, a Transaction Document may specify additional and types of Fees or charges (such as one-time, recurring, time and materials, usage, or fixed price) and when charges are assessed or begin. Services for which Client prepays, if any, must be used within the applicable contract period and are not subject to refund or credit. Atlas will charge for the travel, living, and other expenses it incurs in performing the Services.

III) Legal Costs. Client will cover all reasonable external and internal attorney’s fees including all related costs incurred by Atlas in relation to all matters surrounding the employment and termination of employment of Covered Employees. Atlas will determine, in its sole discretion, the appropriate legal firm to use in each instance. Atlas may decide, in its sole discretion, to request a retainer payment from Client to cover such fees in advance, in which case Client shall make the retainer payment amounting to the estimated legal fees, to be applied by Atlas against the invoice issued afterwards by Atlas reflecting the actual fees Atlas incurred. Any unused portion of such retainer payment, if applicable, shall be returned to Client within sixty (60) days of the effective date of termination or expiration of the EOR MSA, provided, however, that if Atlas still expects to incur attorney’s fees after such date of termination or expiration, Atlas may continue to hold the retainer until the issuance of an invoice containing the last of such fees.

5) Term and Termination

A) Term.

This Agreement will continue in effect indefinitely, subject to the right of either Party to suspend or terminate this Agreement as provided herein. Such termination will not, however, affect the applicability of the terms of this Agreement to any Services transaction that have not yet been completed and this Agreement will remain in effect until the expiration or termination of the last Transaction Document to expire or terminate. For a specific Service other than that set forth in Article 1.1 (General) of the EOR MSA, the termination or completion criteria for such Services will be provided in a Transaction Document.

B) Termination.

I) Termination without Cause; Termination Charge. Unless otherwise specified in a Transaction Document and subject to Client’s payment in full of all Fees through the effective date of termination (including, for clarity, during any Termination Notice Period), either Party may terminate a Transaction Document or all Services under the EOR MSA and EOR Terms without cause by giving the other Party at least ninety (90) calendar days’ advance written notice or thirty (30) days longer than the legal notice period required by local legislation to give for employment termination, whichever is greater (“Termination Notice Period”). Client will also provide Atlas with no less than thirty (30) days’ written notice, or thirty (30) days more than the legal notice period required by local legislation to give for employment termination, whichever is greater, when they intend to terminate a Covered Employee. This notice period is extended to ninety (90) days’ written notice or thirty (30) days more than the legal notice period required by local legislation to give for employment termination, whichever is greater, of any layoff, redundancy, dismissal, workforce restructuring or plant or site closing that may immediately or in the future require the provision of notice under the WARN Act or similar local in-country downsizing notification or workforce reduction notification laws. If Client terminates any Service on this basis without adhering to the Termination Notice Period (for avoidance of doubt – if the Client fails to provide proper notice), then Client shall pay a termination fee equal to ten percent (10%) of the entire value of the EOR MSA as of the effective date of termination (i.e., the amount of the Fees, in the aggregate, paid or payable by Client under the EOR MSA from the Effective Date through the effective date of termination). Upon any such termination, Client agrees to pay Atlas the Fees for all Services Atlas provides and Materials Atlas delivers through the date of termination, including reasonable expenses Atlas incurs as a result of the early termination of the Services. Prior to Client’s termination without cause, in addition to the above, Client must have met any minimum requirements specified for the applicable Services terminated and Client agrees to pay any other adjustment or termination charges specified in a Transaction Document. Atlas reserves the right, without penalty, to terminate the EOR MSA and/or any Services hereunder, without cause, if local legislation, regulatory action, or judicial decision that adversely affects its interest under the EOR MSA.

II) Termination for Breach. Either Party may terminate any Service for material breach by the other of the EOR MSA or a Transaction Document, provided the breaching Party is given written notice and such breach is not cured either (a) within thirty (30) days from such notice, or (b) thirty (30) days after the local required legal notice period lapses, whichever is later. Repeated late payments or non-payment constitute a material breach of the EOR MSA. The Parties acknowledge and agree that some Client breaches may constitute non-curable breaches that permit Atlas, alone, to immediately terminate the EOR MSA at its option, without notice or any opportunity to cure.

C) Survival of Terms.

Any provisions of the EOR MSA that by their nature extend beyond the termination of the EOR MSA or any Services remain in effect in accordance with their terms and apply to both Parties’ successors and assignees.

6) Intellectual Property

A) Third Party Claims. If a third party alleges in a claim against Client that the Materials or Services Atlas provides to Client under the EOR MSA infringe or misappropriate that third party’s patent or copyright (an “IP Claim”), Atlas will defend Client against the IP Claim at Atlas’s expense and pay all costs, damages, and attorney’s fees that a court finally awards or that are included in a settlement for such IP Claim, as approved in writing by Atlas, provided that Client: (a) notifies Atlas in writing of the IP Claim promptly upon having knowledge of such claim; and (b) allows Atlas to control, and cooperates with Atlas in, the defense of such IP Claim and any related settlement negotiations.

B) Mitigation. If an IP Claim is made or appears likely to be made, Client agrees to permit Atlas, in its sole option, to enable Client to continue to use the Materials or receive the Services free of claims of infringement, or to modify them, or replace them with non-infringing Materials or Services that are at least functionally equivalent. If Atlas determines that none of these alternatives is reasonably available, Atlas may require, and Client agrees to return the Materials to Atlas and/or Atlas may terminate any Services which are subject of the IP Claim. Atlas will then give Client a pro-rata credit for the unused value of the Materials or Services.

C) IP Claims for Which Atlas is Not Responsible. Atlas has no obligation regarding any IP Claim based on any of the following: (a) anything provided by Client or a third party on Client’s behalf; (b) modification or alteration of the Materials or Services by Client or a third party on Client’s behalf; (c) the combination, operation, or use of the Materials or Services with any materials, information, services, product, data, apparatus, or business method that Atlas did not provide, operation or use; or (d) compliance by Atlas with any instructions or specifications provided by Client.

This Article 6 (Intellectual Property) sets forth Atlas’s entire obligation and Client’s sole and exclusive remedy regarding any IP Claim.

7) Data and Databases

Unless otherwise agreed in a Transaction Document, Client is responsible for (i) any data (including the accuracy, quality and completeness thereof) and the content of any database Client makes available to Atlas in connection with the Services, (ii) the selection and implementation of procedures and controls regarding access, security, encryption, use, sharing, availability and transmission of data in such database, and (iii) backup and recovery of the database and any stored data therein. Each Party must comply in all respects with all applicable data protection laws, regulations and directives. Each Party shall implement administrative, physical and technical safeguards to protect personal data commensurate with type and amount of personal data under its control that are no less rigorous than accepted industry practices and will immediately notify the other Party in the event of any security breach and use commercially reasonable efforts to immediately mitigate such security breach.

8) Indemnification

A) By Client. Except, in each case under this paragraph, to the extent resulting from (A) the actions or omissions of Atlas, or (B) the failure of Atlas to comply with its responsibilities under the EOR MSA, Client hereby agrees to unconditionally indemnify, hold harmless, protect and defend Atlas, and all of Atlas’s subsidiaries, affiliates, and related entities, and their respective former, current and future shareholders, employees, attorneys, officers, directors, agents and representatives (“Atlas Indemnified Parties”) from and against any and all claims, demands, damages (including liquidated, punitive and compensatory), injuries, deaths, causes of actions, costs and expenses (including all reasonable internal and external attorney's fees and expenses at all levels of proceedings), losses and liabilities of whatever nature (including liability to third parties), and all other consequences of any sort, whether known or unknown, without limit and without regard to the cause or causes thereof, that may be asserted or brought against any Atlas Indemnified Party which is in any way related to the EOR MSA, the products or services provided by Client or by Atlas under the EOR MSA, the actions or inactions of any Covered Employee or any person employed by Client, or of any other individual, including without limitation, any violation of any domestic or foreign laws, rules, regulations, ordinances, directives or other legal process whatsoever, and all employment-related matters which will include but not be limited to all data protection, privacy, right-to-know, and environmental, labor, safety, anti-discrimination, disability, work-force reduction, employee benefits, wages and hours, family or medical leave, minimum wage, and overtime laws and regulations. Without in any way limiting the foregoing, Client agrees to indemnify, hold harmless, protect and defend Atlas and all Atlas Indemnified Parties against any and all aspects of the employment of Covered Employees, or the termination of employment of such Covered Employees.

B) By Atlas. Subject to the last sentence of this Section, Atlas hereby unconditionally indemnifies, holds harmless, protects and defends Client and its shareholders, employees, attorneys, officers, directors, agents and representatives (“Client Indemnified Parties”) from and against any and all claims, demands, damages, injuries, deaths, actions, costs and expenses (including reasonable attorney's fees and expenses at all levels of proceedings), losses and liabilities of whatever nature (including liability to third parties), and other consequences of any sort, arising out of (a) Atlas’s non-compliance with Article 11(d) (Compliance with Laws) of this EOR Terms or (b) failure of any person employed by Atlas at its corporate office (excluding Covered Employees) to comply with applicable pensions, benefits or withholding tax, or ERISA laws, rules and regulations or where any action is taken by Client in compliance with a written corporate Atlas policy, procedure, or direction that is not consistent with any applicable local, state or federal law or local in-country law. Notwithstanding anything to the contrary in the EOR MSA, Atlas will have no obligation to indemnify any Client Indemnified Party as set forth in this Section if Atlas’s non-compliance or failure arises from, or is enhanced as a result of any breach, default, omission or non-compliance by any Client Indemnified Party.

9) Limitation of Liability

A) Atlas’s Liability. Except in the event of a claim for (a) indemnification under Article 6 (Intellectual Property) and (b) actual damages for bodily injury (including death) or damage to property caused by Atlas’s gross negligence or willful misconduct, Atlas’s (including its subcontractor’s and employee’s) entire liability for all claims or causes of action in the aggregate arising from or related to the Services or otherwise under the EOR MSA will in no event exceed: the amount of actual direct damages up to the greater of (i) $50,000 and (ii) the total amount of the Fees paid by Client (if the Fees are recurring, then the immediately preceding 12 months’ Fees apply) for the Materials or Services that are the subject of the claim.

B) Damages for Which Atlas is Not Liable. UNDER NO CIRCUMSTANCE IS ATLAS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY, WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE EOR MSA HAVE BEEN BREACHED OR ANY REMEDY HEREIN HAS PROVEN EFFECTIVE: (1) LOSS OF, OR UNAUTHORIZED ACCESS OR DAMAGE TO, DATA; (2) SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR (3) REPUTATIONAL DAMAGES, LOST PROFITS, BUSINESS, REVENUE, GOODWILL, DELAYS, OR ANTICIPATED SAVINGS.

10) Insurance

Atlas and Client will maintain at all times while providing or receiving the Services, as applicable, general commercial liability insurance with a minimum limit of liability not less than one million dollars ($1,000,000) per occurrence, personal property insurance in commercially reasonable amounts and workers’ compensation insurance for an amount not less than that required by applicable law for their respective operations and employees. In those cases where a Covered Employee operates a vehicle owned or leased by, or otherwise of any kind for, Client, Client (or Covered Employee if required by applicable law) will furnish to Atlas a copy of the automotive liability insurance policy for the appropriate type of vehicle (owned, non-owned, rented, or scheduled) to include bodily injury, property damage and liability against uninsured/underinsured motorists, each with a minimum limit of liability not less than one million dollars ($1,000,000) or such greater amount as required by applicable law or Client's existing contracts with third parties. Such policies will also include blanket collateral liability and personal injury liability coverage. All Client required policies under this Article 10 (Insurance) shall contain a waiver of subrogation in favor of Atlas and Client will cause Atlas to be named as an additional insured on all policies that pertain to any Covered Employees. Client will, upon request by Atlas, if applicable, deliver to Atlas a certificate(s) evidencing such insurance and the agreement(s) of the insurer(s) that, should any of the above-described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. Any protection against the dishonesty, criminal conduct, or misappropriation of any funds by any Covered Employee, such as fidelity bonding, will be at Client’s sole expense. Client’s obligations under this Article will survive any termination or expiration of the EOR MSA.

11) Miscellaneous

A) Changes. Except as otherwise provided in the EOR MSA, changes to the terms of the EOR MSA or any Transaction Document will be made in a signed change authorization or amendment.

B) Notices and Communications. Written communications, including notices to the receiving Party’s designated representative must be sent to the address (physical, e-mail or facsimile) specified in an applicable Transaction Document. The Parties consent to the use of electronic means to send and receive communications in connection with their business relationship arising out of the EOR MSA, and both Parties acknowledge and agree that such communications are acceptable as in writing.

C) Assignment. Client may not assign the EOR MSA, in whole or in part, without the prior written consent of Atlas, which will not be unreasonably withheld. Any attempt to assign without consent is void.

D) Compliance with Laws

Atlas will comply (and will cause its subcontractors and affiliates to comply) with laws applicable to Atlas in its role as a service Atlas to Client (not as an employer of the Covered Employees) to the extent relating to Atlas’s performance of Services. Client agrees that Atlas is not obligated to undertake any actions pursuant to the EOR MSA which, in Atlas’s sole determination, Atlas concludes does not comply with applicable laws or regulations. Client will comply with laws applicable to Client’s business to the extent relating to the performance of Client’s obligations and receipt of Services. Unless otherwise expressly agreed in a Transaction Document and as permitted by applicable law, Client acknowledges and agrees that Atlas is not performing Client’s regulatory or management obligations, including the identification and interpretation of laws and regulations applicable to Client’s business.

Each Party will comply with applicable import and export control laws and regulations, including but not limited to those of the United States that prohibit or limit export for certain uses or to certain end users. If a Service is performed outside of the United States, the Parties acknowledge and agree that such Services, and Atlas’s performance hereunder, shall be provided subject to additional terms as required by local law (e.g., the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) in the United Kingdom, the Acquired Rights Directive and the General Data Protection Regulation (GDPR) in the European Union).

The Parties agree to enter into all data transfer and/or data processing agreements required by law and provide in a timely manner to the other Party all such necessary and reasonable assistance, information and co-operation to enable it to carry out data protection impact assessments and respond to any data subject requests.

E) Dispute Resolution; Governing Law. The Parties will attempt in good faith to informally resolve or cure all disputes, disagreements or claims between the Parties. Any controversy or claim arising out of or relating to the EOR MSA, these EOR Terms or a Transaction Document, or the breach thereof, will be settled by arbitration administered by the leading local arbitration association in accordance with its commercial arbitration rules (for example, in the United States, the American Arbitration Association and its Commercial Arbitration Rules will apply), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration proceeding, mediation or other proceeding will be brought and maintained in the location of the Atlas signing entity for the EOR MSA and be subject to the competent jurisdiction of the appropriate court sitting in that location. Any arbitration shall be resolved within six (6) months of the filing of an arbitration demand, unless otherwise agreed. Attorneys’ fees for the prevailing Party shall be included in any arbitration award. Both Parties agree to the application of the laws of the location of the Atlas signing entity for the EOR MSA to govern, interpret, and enforce all of Client’s and Atlas’s respective rights, duties, and obligations arising from, or relating to, the subject matter of the EOR MSA, without regard to conflict of law principles. Each Party waives any right to a jury trial in any proceeding arising out of or related to any Services or the EOR MSA.

F) Force Majeure Events. Neither Party will be liable to the other for any failure or delay in the performance of such Party’s obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, epidemics, or communications line or power failures (each, a “Force Majeure Event”). Delays in delivery or in meeting completion dates due to a Force Majeure Event will automatically result in extension of completion dates for a period equal to the duration of such events, plus an additional period of time that is reasonable under the circumstances.

G) Other

I) You hereby grant Atlas the right to use Client’s (or any of its Enterprise’s) trademarks, trade names, or other designations in any promotion, publication, or Web site. Client shall be allowed to use Atlas’s trademarks, trade names or other designations likewise only upon prior written consent by Atlas.

II) The EOR MSA, these EOR Terms, any Transaction Documents and any Services transaction do not create an agency, joint venture, or partnership between Client and Atlas. Atlas is free to enter into similar agreements with other clients.

III) Each Party grants only the licenses and rights specified in the EOR MSA and applicable Services. No other licenses or rights are granted either directly, by implication, or otherwise.

IV) Except where prohibited by applicable law, any claim for breach of the EOR MSA must be brought within twelve (12) months from the date on which the Party first became, or reasonably ought to have become, aware of the alleged breach, after which time any claims shall lapse.

V) No right or cause of action for any third party will be created by the EOR MSA, nor is Atlas responsible for any third-party claims against Client except as expressly set forth in these EOR Terms or the EOR MSA.