Terms and Conditions

Effective Date: April 21, 2026 · Last Updated: April 21, 2026 · Version 1.0

1. Preamble, Acceptance, and Parties

These Terms and Conditions of Service (together with any ordering document, statement of work, service order, quote, online checkout summary, or schedule that incorporates them by reference, and together with the documents expressly integrated below, collectively the "Agreement" or these "Terms") form a legally binding agreement between The Recruiting Software Inc., a Delaware corporation ("TRS," "we," "us," or "our") and the legal entity, natural person, joint venture, partnership, sole proprietorship, cooperative, or other commercial undertaking that subscribes to the TRS Platform (each a "Subscriber"), the individuals that Subscriber authorizes to access or use the TRS Platform on its behalf (each an "Authorized User"), and any driver, applicant, lead, candidate, prospective employee, or independent contractor who, directly or indirectly, provides Personal Information to or interacts with the TRS Platform (each a "Driver-User," and together with Subscribers and Authorized Users, "you").

The TRS Platform is a web-based and, where applicable, mobile-accessible software-as-a-service applicant tracking, recruiting, communications, records-management, analytics, and workflow system built specifically for United States motor carriers, brokers, shippers, driver-leasing companies, driver staffing agencies, owner-operators, and similar trucking and transportation-sector enterprises (together, "Motor Carrier Businesses" or "Subscribers"), together with related Features (as defined). The Agreement governs Subscriber's procurement of, and every Authorized User's and Driver-User's access to or interaction with, the TRS Platform, together with every data input, data output, communication, call, message, document, assessment, score, inference, projection, or decision-support artifact produced, stored, processed, transmitted, analyzed, or made available by the TRS Platform.

BY CLICKING, TAPPING, OR CHECKING AN ACCEPTANCE BOX, BY EXECUTING AN ORDER OR SIGNATURE PAGE THAT INCORPORATES THESE TERMS, BY REGISTERING FOR AN ACCOUNT, BY SUBMITTING AN APPLICATION OR OTHER INFORMATION THROUGH THE PLATFORM, BY LOGGING IN, BY USING ANY APPLICATION PROGRAMMING INTERFACE, WEBHOOK, TELEPHONY INTEGRATION, OR OTHER CONNECTION TO OR FROM THE PLATFORM, BY ALLOWING DATA PERTAINING TO YOU OR TO YOUR BUSINESS TO BE UPLOADED, IMPORTED, OR SYNCHRONIZED INTO THE PLATFORM, OR BY OTHERWISE INTERACTING WITH THE PLATFORM IN ANY MANNER WHATSOEVER (EACH AN "ACCEPTANCE EVENT"), YOU: (I) AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY; (II) REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND, WHERE APPLICABLE, ORGANIZATIONAL AUTHORITY TO DO SO; (III) IF YOU ARE ACTING ON BEHALF OF A LEGAL ENTITY, REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO BIND SUCH ENTITY; AND (IV) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE BINDING ARBITRATION, CLASS-ACTION WAIVER, JURY-TRIAL WAIVER, LIMITATION OF LIABILITY, INDEMNIFICATION, DATA-USE, AND AUTOMATED-DECISIONING PROVISIONS SET FORTH BELOW, ALL OF WHICH WILL APPLY TO YOU.

If you do not agree to these Terms, or if you are not authorized to bind the entity on whose behalf you purport to act, you must immediately cease all access to and use of the TRS Platform and must not submit, transmit, or cause to be transmitted any data to or through the TRS Platform.

These Terms apply to you regardless of the portal, interface, endpoint, channel, device, location, form factor, or third-party platform through which you access the TRS Platform, and regardless of whether you access the TRS Platform directly, through an Authorized User, through a Subscriber, through a job board, through a third-party applicant portal that syndicates postings from the Platform, through a lead form operated by TRS or by a Subscriber, through a telephony integration, or through an application programming interface.

These Terms supersede and replace any prior terms of service, click-through, or other online contract presented to you in connection with the Platform, except and only to the extent that a mutually executed written agreement between you and TRS (a "Master Agreement") expressly states that it supersedes these Terms as to the specific subject matter addressed therein. In the event of a conflict, the order of precedence is: (1) an executed Master Agreement; (2) a signed order form or statement of work; (3) these Terms; (4) any schedule, addendum, or policy referenced herein; and (5) any applicable product-specific documentation.

2. Definitions

Capitalized terms used but not defined elsewhere in these Terms have the meanings set forth in this Section 2. Where a term is defined by reference to a specific statute or regulation, that reference shall be read to include any successor statute or regulation and any guidance issued thereunder, and the definitions herein are intended to be interpreted in a manner consistent with the applicable statutory or regulatory definition.

“Acceptable Use Policy” means the acceptable-use requirements set forth in Section 20 and in any supplemental policy that TRS may publish from time to time at its legal-documents page and incorporate by reference.

“Account” means the credentialed record, seat, workspace, tenant, or other logical environment by which a Subscriber or Authorized User accesses the Platform.

“Administrative User” means an Authorized User holding elevated administrative, owner, safety, compliance, billing, or audit privileges in an Account.

“Adverse Action” means has the meaning given to it under 15 U.S.C. § 1681a(k) of the Fair Credit Reporting Act and, where applicable, analogous state law.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of fifty percent (50%) or more of the outstanding voting securities or equivalent interests, or the power to direct management and policies of such entity.

“Aggregated Data” means data that has been de-identified, aggregated, pseudonymized, or otherwise manipulated such that it cannot reasonably be used to infer information about, or otherwise be linked to, a particular identified or identifiable natural person, household, or Subscriber, and that meets the standards of de-identification set forth in 45 C.F.R. § 164.514(b), Cal. Civ. Code § 1798.140(m), or analogous authority, whichever is most protective under the circumstances.

“Applicant” means an individual who has submitted, or whose information has been submitted in connection with, an application for a commercial motor vehicle driver position, owner-operator engagement, lease-on relationship, or similar role through the Platform, whether submitted directly, through a lead form, through a referral, through an advertisement, through a social-media integration, through a job board, or through any other channel.

“Authorized User” means a natural person whom a Subscriber permits to access and use the Platform on Subscriber's behalf, including without limitation recruiters, dispatchers, safety managers, administrative staff, compliance officers, executives, auditors, and contractors of the Subscriber, provided such person has accepted these Terms.

“Background Check” means a Consumer Report, investigative consumer report, driving record report (including without limitation a motor vehicle record or MVR), Pre-Employment Screening Program report, drug-and-alcohol testing history or Clearinghouse query, criminal records search, employment verification, reference check, education verification, identity verification, and any similar due-diligence inquiry commissioned in connection with a potential employment or contracting decision.

“BIPA” means the Illinois Biometric Information Privacy Act, 740 ILCS 14/ et seq.

“Biometric Identifier” means any retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry, as that term is defined at 740 ILCS 14/10, and any comparable identifier under the Texas Capture or Use of Biometric Identifier Act (Tex. Bus. & Com. Code § 503.001), RCW 19.375, New York City Admin. Code § 22-1201, or other applicable law.

“Biometric Information” means information, regardless of how it is captured, converted, stored, or shared, based on an individual's Biometric Identifier used to identify an individual, as defined at 740 ILCS 14/10 and, where applicable, under other state biometric statutes.

“CCPA/CPRA” means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, Cal. Civ. Code § 1798.100 et seq., and the implementing regulations promulgated by the California Privacy Protection Agency.

“Clearinghouse” means the FMCSA Commercial Driver's License Drug and Alcohol Clearinghouse established under 49 C.F.R. Part 382, Subpart G.

“Confidential Information” means all non-public business, technical, financial, customer, personnel, and product information of either party, including without limitation the terms and pricing of this Agreement, the Platform and related documentation, Source Data (as to Subscriber), Service Data and Inferences (as to TRS), and any information reasonably identified as confidential by the disclosing party either at the time of disclosure or given its nature.

“Consumer Report” means has the meaning ascribed to it at 15 U.S.C. § 1681a(d) of the FCRA.

“Customer Data” means Source Data provided to, or collected by, the Platform in connection with Subscriber's use of the Platform, together with Generated Data derived therefrom at Subscriber's direction. Customer Data is a subset of Source Data and does not include Service Data or Aggregated Data.

“Documentation” means the then-current usage documentation, admin guides, API references, help-center articles, and other materials made available to Subscribers through the Platform.

“DPPA” means the federal Driver's Privacy Protection Act, 18 U.S.C. §§ 2721 through 2725, and any state analog.

“Driver-User” means a driver, Applicant, candidate, prospective driver, owner-operator, lease-on driver, contractor, or other individual whose Personal Information is processed in or through the Platform, whether by self-submission or by submission through a Subscriber.

“FCRA” means the federal Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., as amended, together with any implementing regulation promulgated by the Consumer Financial Protection Bureau or Federal Trade Commission.

“Features” means the features, functionality, modules, integrations, workflows, automations, analytics dashboards, notifications, workflows, AI Services, application programming interfaces, webhooks, and any other components made available through the Platform from time to time.

“FMCSA” means the Federal Motor Carrier Safety Administration of the United States Department of Transportation.

“Generated Data” means Inferences, outputs, scores, summaries, transcripts, annotations, suggested next actions, tagged events, flags, prioritizations, and other artifacts produced by the Platform (including AI Services) from Source Data.

“Inference” means the derivation of information, prediction, or conclusion (including without limitation scoring, classification, ranking, matching, recommending, categorizing, summarizing, tagging, sentiment-labeling, and flagging) from Source Data by statistical, machine-learning, rule-based, heuristic, or other algorithmic means.

“Laws” means all applicable federal, state, provincial, territorial, and local laws, statutes, ordinances, rules, regulations, codes, published guidance, and orders of any governmental authority of competent jurisdiction.

“Motor Carrier Business” means a Subscriber that is a motor carrier, broker, freight forwarder, driver-leasing company, staffing agency, owner-operator, terminal operator, fleet manager, or similar commercial trucking enterprise.

“MVR” means a motor vehicle record obtained from a state department of motor vehicles, driver-licensing authority, or commercial data reseller, or any data therein.

“Order” means an ordering document, online checkout flow, quote acceptance, purchase order, or similar instrument describing the Subscription Services purchased by Subscriber and referencing these Terms.

“Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person or household, consistent with the definitions at Cal. Civ. Code § 1798.140(v), Va. Code § 59.1-575, and analogous authority.

“Platform” means the TRS Platform, including all Features, client applications, servers, databases, APIs, webhooks, dashboards, analytics, integrations, and Documentation, as the foregoing may be updated, enhanced, or replaced from time to time.

“PSP” means the FMCSA Pre-Employment Screening Program authorized under the SAFE Act of 2005 and administered at https://www.psp.fmcsa.dot.gov/.

“Sensitive Personal Information” means has the meaning ascribed to it at Cal. Civ. Code § 1798.140(ae) and any comparable category under state privacy laws, and includes precise geolocation, driver's license number, racial or ethnic origin, citizenship or immigration status, union membership, mental or physical health conditions, Biometric Information used to uniquely identify a consumer, and the contents of mail, email, and text messages.

“Service Data” means telemetry, logs, device identifiers, time stamps, click paths, performance metrics, error traces, usage counters, and other operational information that TRS collects in connection with the operation, security, and improvement of the Platform.

“Source Data” means data, information, documents, files, images, audio, video, messages, metadata, and content (including Personal Information about Driver-Users, Authorized Users, or other individuals) that is uploaded to, entered into, recorded by, imported into, synchronized with, or otherwise transmitted to or through the Platform by or on behalf of a Subscriber, an Authorized User, a Driver-User, or a third party at the direction of any of the foregoing.

“Subscriber” means a Motor Carrier Business or other legal entity that has purchased or is otherwise permitted to use the Subscription Services under an Order or these Terms.

“Subscription Services” means the Platform and any associated services provided by TRS under these Terms and any applicable Order.

“TCPA” means the federal Telephone Consumer Protection Act, 47 U.S.C. § 227, and the implementing regulations and orders of the Federal Communications Commission, together with any state analog.

“Third-Party Services” means third-party software, platforms, data sources, telephony providers, messaging providers, analytics providers, model providers, applicant sources, job boards, carriers, exchanges, and similar services that interoperate with the Platform or are made available for use in connection with the Platform.

3. Structure of the Relationship; Subscribers, Authorized Users, and Driver-Users

3.1 Multi-Tier Contracting Model

The Platform is intended to be used in a multi-tier contractual model in which (a) TRS provides the Platform to Subscribers under these Terms and any Order, (b) each Subscriber permits specified Authorized Users to use the Platform on its behalf and remains responsible for each such Authorized User's acts and omissions, and (c) Driver-Users interact with the Platform either directly (for example, by submitting a lead form, receiving an SMS link, completing an application, participating in a recorded call, or uploading documents) or indirectly (for example, when a Subscriber or Authorized User uploads Driver-User data into the Platform).

3.2 Subscriber as Controller

For the avoidance of doubt, and unless TRS expressly agrees otherwise in writing, each Subscriber is the controller, business (as defined under the CCPA/CPRA), employer, prospective employer, or end-user of Personal Information processed in its Account. TRS acts as a service provider, processor, or vendor, as applicable, solely on behalf of the Subscriber and for the limited and specified business purposes set forth in these Terms and in the Data Processing Addendum attached hereto as Schedule A (the "DPA").

3.3 Authorized User Responsibility

Each Authorized User acts on behalf of and for the benefit of its Subscriber. Subscriber is responsible for: (i) ensuring each Authorized User is expressly authorized, has executed these Terms or has otherwise been legally bound to them through Subscriber's onboarding, and is appropriately trained on the Platform and on applicable Laws; (ii) controlling access credentials; (iii) promptly disabling access when an Authorized User's authorization ends; and (iv) each Authorized User's compliance with the Agreement, including these Terms, the Acceptable Use Policy, and all Laws.

3.4 Driver-User Interaction

Driver-Users accept these Terms by (a) submitting a lead form, (b) completing an application or pre-application, (c) uploading or having uploaded on their behalf any document (including but not limited to a CDL, medical examiner's certificate, driver qualification file record, reference list, or employment history), (d) speaking on a recorded call, (e) sending or receiving text messages, (f) signing a consent form or authorization (including an FCRA disclosure, MVR release, PSP disclosure, Clearinghouse consent, biometric release, or similar authorization) that references or incorporates these Terms, (g) clicking an acceptance button or check-box, or (h) otherwise interacting with the Platform in a manner that evidences assent. Driver-Users should also consult the Privacy Policy, which explains how Personal Information concerning Driver-Users is collected, used, disclosed, retained, and protected.

4. The Platform and Features

4.1 General Description

The Platform is a cloud-delivered applicant-tracking, recruiting, compliance-records, communications, analytics, and workflow software system intended for use by Motor Carrier Businesses in sourcing, recruiting, evaluating, qualifying, onboarding, and retaining commercial motor vehicle drivers and related personnel. Features include, without limitation and as offered from time to time: lead intake from multiple sources (including paid-media lead forms, organic web forms, direct application, job-board integrations, referrals, SMS, and inbound telephony); applicant de-duplication and enrichment; driver and applicant records management; document upload, optical character recognition, and data extraction (including CDL processing); driver qualification file construction and storage; background-check initiation and results management; automated workflows, lead recycling, and pipeline management; calendar and interview scheduling; SMS and email campaigns; inbound and outbound calling with call recording, transcription, and conversational analytics; activity, productivity, and performance dashboards; reporting; APIs and webhooks; and integrations with third-party systems including telephony (such as RingCentral), billing and subscription management (such as Outseta), lead-generation platforms (such as Meta/Facebook), and other Third-Party Services.

4.2 Service Levels; No SLA Unless Purchased

TRS shall use commercially reasonable efforts to make the Platform available. However, the Platform is provided 'as-is' and 'as-available' and no service levels, uptime guarantees, response or restoration times, or quality metrics are provided or imposed except as expressly set forth in a mutually executed service level agreement ("SLA"), if any, purchased by Subscriber. The Platform may be subject to scheduled and unscheduled maintenance, suspensions, and downtime, and the features, functions, and integrations of the Platform may be added, changed, deprecated, retired, or removed by TRS at any time in its sole discretion.

4.3 Beta, Preview, and Experimental Features

TRS may from time to time make available features that are identified or reasonably understood as beta, pilot, early-access, preview, experimental, or alpha (collectively, "Beta Features"). Beta Features are provided for evaluation purposes only, are provided 'as-is' without any warranty of any kind, may be changed or withdrawn at any time, may contain errors, and may not be supported. TRS's liability, if any, in connection with Beta Features shall not exceed one hundred United States dollars ($100).

4.4 Evolution of the Platform

The Platform is continually evolving. TRS reserves the right to introduce new Features, retire existing Features, re-architect data models, migrate infrastructure (including across United States regions), deploy or update AI Services and Machine Learning models, change the sub-processor chain, alter the user interface, and make any other modification to the Platform, in each case in its sole discretion. Subscriber's continued use following the effective date of a change constitutes acceptance of the change.

5. Account Registration; Credentials; Security

To access many Features, a person or entity must register an Account. Subscriber and each Authorized User shall: (a) provide accurate, current, and complete information at the time of registration and keep such information updated; (b) safeguard credentials (including usernames, passwords, API keys, OAuth tokens, personal access tokens, session cookies, and multi-factor tokens) at all times; (c) not share credentials or permit any other person to use an Account; (d) notify TRS promptly at support@therecruitingsoftware.com of any actual or suspected unauthorized access or credential compromise; (e) comply with any multi-factor authentication requirements and session-management policies that TRS may adopt; and (f) implement appropriate administrative, technical, and physical safeguards over any device from which the Platform is accessed. Subscriber is responsible for all activity occurring under its Accounts, whether authorized or not, except to the extent such activity results from TRS's gross negligence or willful misconduct.

6. Subscriber Responsibilities; Data Submissions; Lawful Basis

6.1 Lawful Basis for Submission

Subscriber represents, warrants, and covenants that, before submitting, uploading, importing, transmitting, synchronizing, or otherwise causing to be processed by the Platform any Source Data (including but not limited to Source Data relating to Driver-Users, referees, emergency contacts, prior employers, employees, independent contractors, customers, or any other individual), it has (a) obtained all legally required consents, authorizations, notices, opt-ins, acknowledgments, and standalone disclosures from each individual to whom the Source Data pertains, (b) complied in all respects with the FCRA and any state analog, the DPPA, the TCPA, the CCPA/CPRA, BIPA and state biometric laws, the Electronic Communications Privacy Act, federal and state wiretapping and two-party consent laws, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Genetic Information Nondiscrimination Act, 49 C.F.R. Parts 40, 382, 383, 385, 387, 390, 391, and 392, the FMCSA Clearinghouse rules, the FMCSA Medical Program rules, state motor-vehicle-record rules, and all other Laws applicable to the collection, submission, or processing of such Source Data, and (c) has a permissible legal basis for the collection, processing, retention, use, disclosure, and transfer of the Source Data in the manner contemplated by these Terms and by Subscriber's configuration and use of the Platform.

6.2 Standalone FCRA Disclosure; Clearinghouse Consent

Without limiting the foregoing, Subscriber is solely responsible for (a) providing the standalone disclosure required by 15 U.S.C. § 1681b(b)(2)(A) and any state analog prior to procuring a Consumer Report, (b) obtaining the written authorization required by 15 U.S.C. § 1681b(b)(2)(A)(ii), (c) providing any required state-specific notices (including those required under Cal. Civ. Code §§ 1785 and 1786, N.Y. Gen. Bus. Law Art. 25, N.J.S.A. 56:11-28 et seq., RCW 19.182, and Minn. Stat. § 13C), (d) obtaining the electronic consent required under 49 C.F.R. § 382.701(a)(2) prior to a pre-employment full query of the Clearinghouse and the general consent required prior to a limited query under 49 C.F.R. § 382.701(b), (e) obtaining the PSP disclosure and authorization prescribed by FMCSA prior to pulling a PSP report, (f) providing any pre-adverse and adverse action notices required under 15 U.S.C. § 1681b(b)(3), and (g) retaining all such consents and records for the periods required by Law.

6.3 Driver Qualification File Obligations

Subscriber acknowledges and agrees that it, and not TRS, is the motor carrier required to build, maintain, and retain a Driver Qualification File under 49 C.F.R. § 391.51 and related regulations. TRS may provide tools that assist Subscriber in collecting, organizing, and retaining records responsive to a Driver Qualification File; however, Subscriber is the sole party legally responsible for the contents, accuracy, completeness, adequacy, timeliness, and retention of such records, and for the motor carrier's safety fitness under Part 385 and related parts. TRS does not act as a designated employer representative, consortium/third-party administrator, medical review officer, substance abuse professional, or certified medical examiner.

6.4 Driver-User Notice and Consent

Subscriber shall furnish each Driver-User with a legally sufficient notice at or before the point of collection of Personal Information that (i) discloses the categories of Personal Information collected, the purposes of processing, and the disclosure of Personal Information to TRS and to other service providers and third parties, (ii) informs Driver-Users of their rights under applicable Law, and (iii) where required, links to Subscriber's privacy policy and to TRS's Privacy Policy at https://therecruitingsoftware.com/privacy. Subscriber shall ensure that any notice provided to Driver-Users is accurate, current, and no less protective of Driver-Users than TRS's Privacy Policy and these Terms.

6.5 Two-Party Consent for Call Recording

The Platform includes telephony and recording features. Subscriber and each Authorized User shall: (a) obtain, or cause the Platform to obtain, the consent of all parties to each recorded call (including outbound, inbound, and internal calls) before the start of the recording; (b) deliver any legally required recording-notice disclosure at the start of each call, whether through an automated beep tone, voice prompt, introductory script, conspicuous SMS notice, or other means; (c) comply with two-party or all-party consent requirements in California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, and Washington (as those laws may be amended, extended, or re-interpreted from time to time); (d) comply with the TCPA and FCC rules on pre-recorded, autodialed, and AI-generated voice calls, including obtaining prior express written consent where required; (e) honor revocation of consent in any reasonable manner within ten business days; and (f) comply with all state mini-TCPAs (including the Florida Telephone Solicitation Act, Oklahoma Telephone Solicitation Act, Washington CEMA, and similar Laws).

6.6 Flow-Down

Subscriber shall flow down the applicable obligations of this Agreement to each Authorized User, and shall require each Authorized User to comply with the Acceptable Use Policy, the DPA, the confidentiality obligations, and Laws applicable to the Platform and the data processed through it. Subscriber is responsible and liable for each Authorized User's acts and omissions as if such acts and omissions were Subscriber's own.

6.7 Records; Audit Cooperation

Subscriber shall maintain records of all consents, authorizations, disclosures, and notices required by Law and shall, within ten (10) business days of a written request by TRS, provide copies to TRS to the extent reasonably necessary for TRS to (a) respond to a data-subject request, (b) respond to a governmental inquiry or subpoena, (c) investigate a suspected breach of these Terms, or (d) defend a claim.

7. Driver-User Rights and Responsibilities

Driver-Users are individuals who are seeking, applying for, being considered for, or performing services in connection with a commercial motor vehicle driving position, owner-operator arrangement, or similar engagement. The Platform is not the employer, prospective employer, contracting party, background-check provider, or safety authority of any Driver-User. Any employment, contracting, hiring, rejection, dispatch, pay, scheduling, safety, compliance, benefits, or termination decision is made solely by Subscriber or by a third party, and not by TRS. Driver-Users should direct any employment-related question, dispute, inquiry, complaint, or data-rights request first to the Subscriber(s) with whom they have applied.

7.1 Driver-User Accuracy Obligation

Driver-Users represent and warrant that any information they submit to the Platform (directly or through a Subscriber or Authorized User) is accurate, complete, and current, and is submitted by the Driver-User or with the Driver-User's authorization. Driver-Users shall not submit information that they know or reasonably should know to be false, misleading, or fraudulent, and shall not impersonate another person.

7.2 Driver-User License to the Platform

Each Driver-User grants to TRS, to the Subscribers to whom the Driver-User has applied or is submitted, and to the service providers, processors, and sub-processors of TRS and those Subscribers, a royalty-free, worldwide, non-exclusive, revocable (except as necessary for safety, compliance, records-retention, dispute-resolution, and similar purposes) license to collect, host, store, process, analyze, transcribe, summarize, index, search, adapt, reformat, translate, and display Personal Information submitted by or on behalf of the Driver-User, in each case for the purposes of operating, supporting, securing, maintaining, and improving the Platform; delivering recruiting, compliance, and communications services on behalf of Subscribers; generating Aggregated Data; responding to legal process; defending legal claims; and complying with regulatory obligations.

7.3 Identity Verification

The Platform may require a Driver-User to verify identity through a government-issued identifier, a selfie or live-capture image, knowledge-based questions, telecom-carrier signals, or other methods. Driver-Users consent to such verification methods, to the extent permitted by Law.

8. FCRA Posture; Consumer Reporting; User Certifications

8.1 TRS Is Not a Consumer Reporting Agency

TRS does not currently hold itself out as a consumer reporting agency ("CRA") under the FCRA and does not assemble or evaluate Consumer Reports for Subscribers. The Platform provides tools that Subscribers may use to collect and store records in connection with pre-employment screening and driver qualification, and to request Consumer Reports and related reports from Third-Party Services selected by Subscriber, but such requests are placed by Subscriber in its capacity as a "user" under the FCRA.

8.2 Reservation of Rights

Notwithstanding Section 8.1, TRS reserves the right, at its sole discretion, to operate as a CRA, reseller, or end-user of consumer reports in the future, subject to applicable Law and to additional terms that would be made available to Subscribers in connection with such services. Nothing in these Terms shall be construed to waive or limit either party's ability to comply with its obligations as a CRA, user, or furnisher.

8.3 User Certifications

Subscriber certifies, each time it requests, stores, uses, or causes the Platform to store a Consumer Report, that: (i) it has a permissible purpose under 15 U.S.C. § 1681b; (ii) it has complied with the standalone disclosure and authorization requirements; (iii) it has complied with applicable state pre-employment screening Laws; (iv) the Consumer Report will be used only for such permissible purpose and will not be redisclosed or reused in violation of Law; and (v) upon taking an Adverse Action, Subscriber will comply with the two-step adverse-action process and all state analogs. The foregoing certifications are given by Subscriber at each use and are material to these Terms.

8.4 DPPA and MVR

Subscriber certifies that any use of MVR data obtained through or stored in the Platform is for a permissible purpose under 18 U.S.C. § 2721(b) (which, for trucking recruiting and qualification, will typically be limited to purposes described in § 2721(b)(1) (government function), (b)(4) (use in connection with a civil, criminal, administrative, or arbitral proceeding), (b)(9) (commercial driver's license use), and (b)(13) (bulk distribution restrictions)). Subscriber further covenants (i) not to redisclose MVR data except as permitted by § 2721(c), (ii) to maintain records of each redisclosure for not less than five (5) years, and (iii) to indemnify TRS for any violation of the DPPA or state analog committed by Subscriber or any Authorized User.

9. DOT/FMCSA-Specific Compliance Provisions

9.1 Safety Performance History and DQ File

Subscriber represents that it is, and will remain throughout the term, a motor carrier in good standing with the FMCSA and the relevant state motor carrier regulators, and that it is authorized to collect safety performance history information under 49 C.F.R. § 391.23 and to maintain Driver Qualification Files under § 391.51. Subscriber acknowledges that investigators under § 391.23(e) must be diligent and that the motor carrier must retain investigative records for three (3) years following the driver's employment termination, and that any reliance on the Platform to store, transmit, or retrieve such records does not alter Subscriber's legal obligation.

9.2 Clearinghouse Use

Where the Platform interoperates with the FMCSA Clearinghouse, Subscriber is solely responsible for designating its Designated Employer Representatives ("DERs") and Consortium/Third-Party Administrators ("C/TPAs") within the Clearinghouse, for obtaining all required electronic and written consents from drivers, for complying with § 382.703 record retention (three years), and for complying with the redisclosure restrictions under § 382.711.

9.3 PSP Use

Where the Platform interoperates with the FMCSA PSP system, Subscriber represents that its use of PSP reports is limited to pre-employment screening and that it has collected written driver consent on the PSP Disclosure and Authorization form before every inquiry.

9.4 Medical Examiner's Certificate

The Platform does not make medical determinations of driver fitness. Where the Platform collects, stores, or forwards medical examiner's certificates (MCSA-5876) or documentation under 49 C.F.R. § 391.43, Subscriber remains responsible for verifying examiner certification under 49 C.F.R. § 390.103 and for verifying that the driver has submitted the certificate to the appropriate state driver-licensing agency under § 391.51(b)(7).

9.5 Hours-of-Service; ELD; Telematics

The Platform is not an ELD or hours-of-service compliance system. Where the Platform interoperates with an ELD or telematics provider, Subscriber is responsible for compliance with 49 C.F.R. Parts 395 and 396, and no data processed by the Platform should be relied on as the system of record for hours of service or vehicle inspections.

10. Call Recording, Conversational Analytics, and Communications

10.1 Recording Defaults

To simplify compliance with two-party or all-party consent jurisdictions, the Platform is configured by default to operate in an all-party-consent mode for outbound and inbound calls routed through its telephony integrations. Subscribers and Authorized Users shall not disable or attempt to disable such defaults without documenting an alternative compliance strategy and shall in no event record any call without all-party consent where the caller, the recipient, or any other party to the call is physically present in California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, Washington, or any other jurisdiction imposing such a requirement.

10.2 Conversational Analytics

The Platform may transcribe, analyze, summarize, classify, score, extract entities from, and otherwise process call audio and related metadata ("Call Analytics") for purposes of quality assurance, recruiter coaching, pipeline analytics, compliance review, pattern detection, fraud monitoring, and Feature delivery. Call Analytics may include the generation of event tags (for example, 'commitment to start date,' 'objection raised,' 'reference provided'), sentiment or tone indicators, talk/listen ratios, keyword detection, topic modeling, and summary documents, and may be performed by TRS, by a Third-Party Service, or by a combination. The accuracy of Call Analytics is not guaranteed, and Call Analytics shall be used only as advisory inputs to human decision-making, and shall not be the sole basis for any employment, disciplinary, compensation, or dispatch decision regarding a Driver-User or Authorized User.

10.3 Voiceprint, Voice Identification, and Biometric Scope

TRS does not currently use voiceprints or voice-identification features to identify Driver-Users. To the extent TRS in the future elects to enable voiceprint, speaker identification, speaker verification, or similar biometric features, TRS shall (a) publish a written retention and destruction schedule for Biometric Identifiers and Biometric Information that meets or exceeds the requirements of 740 ILCS 14/15(a), (b) obtain written release from the relevant individual before collection, (c) refrain from selling or otherwise profiting from Biometric Identifiers or Biometric Information, and (d) comply with the Washington My Health My Data Act, the Texas CUBI, the NYC Biometric Identifier Information Law, and all other applicable biometric Laws. Where Subscriber enables voiceprint features, Subscriber shall additionally display all conspicuous signage, disclosures, and consent mechanisms required under applicable biometric Laws.

10.4 SMS, Email, and Other Messaging

The Platform may send SMS, MMS, rich-communication-services, push, email, and voice messages on behalf of Subscriber. Subscriber shall obtain and retain all prior express written consents required under the TCPA and state mini-TCPAs, respect opt-outs in real time, honor revocation in any reasonable manner within ten business days, comply with CTIA messaging principles, comply with the CAN-SPAM Act, and deliver the disclosures required by all such Laws. Subscriber is the 'caller' and 'sender' under applicable Law.

10.5 AI-Generated Voice and Synthetic Media

The Platform may enable outbound calling, voicemails, messages, or IVR using AI-generated, synthetic, cloned, or pre-recorded voices. Subscriber shall (a) comply with the FCC Declaratory Ruling of February 8, 2024 and any successor rules concerning AI-generated voice under the TCPA, (b) obtain prior express written consent as required by Law, (c) clearly disclose at the start of each message that the message is AI-generated or synthetic where required, and (d) not impersonate a specific natural person without that person's written consent.

11. Artificial Intelligence, Machine Learning, and Automated Decision-Making

11.1 AI Services

The Platform includes or may in the future include features powered by machine learning, natural language processing, large language models, speech-to-text, speech analytics, computer vision, classification, ranking, matching, retrieval, clustering, and other artificial intelligence technologies (collectively, "AI Services"), whether developed by TRS or licensed from a Third-Party Service, and whether self-hosted or accessed via a vendor's API. AI Services may be applied to Source Data (including Personal Information about Driver-Users and Authorized Users) for purposes including candidate scoring, driver-retention prediction, lead prioritization, call routing and scoring, quality-assurance analytics, document-field extraction, resume parsing, CDL data extraction, fraud and misrepresentation detection, anomaly detection, recruiter productivity analytics, workflow automation, content generation, summarization, translation, and similar purposes.

11.2 Advisory Nature of AI Outputs

AI Service outputs are informational and advisory. Subscribers and Authorized Users shall not rely on AI Service outputs as the sole basis for any employment, contracting, compensation, safety-fitness, hiring, firing, promotion, demotion, assignment, discipline, benefits, or other consequential decision regarding any Driver-User, Authorized User, or other individual. Subscribers and Authorized Users remain solely responsible for ensuring that use of AI Services complies with equal-employment, anti-discrimination, and reasonable-accommodation Laws, including Title VII of the Civil Rights Act of 1964, the ADEA, the ADA, the GINA, state and local anti-discrimination Laws, and the Uniform Guidelines on Employee Selection Procedures (29 C.F.R. Part 1607).

11.3 Bias Testing and Adverse Impact

Subscriber acknowledges the EEOC Technical Assistance document titled 'Assessing Adverse Impact in Software, Algorithms, and Artificial Intelligence Used in Employment Selection Procedures' (May 18, 2023) and agrees that where AI Services are used in a selection procedure, Subscriber shall conduct (or engage qualified third parties to conduct) the adverse-impact analyses contemplated by the Uniform Guidelines and by any applicable state or local Law, including New York City Local Law 144, Illinois HB 3773 (effective January 1, 2026), the Colorado AI Act, and any California CPPA regulations concerning automated decision-making technology ("ADMT"). TRS shall cooperate reasonably with Subscriber's audit requests to the extent such cooperation is feasible without prejudicing the confidentiality, security, or proprietary rights of TRS or its vendors.

11.4 Notice to Individuals

Where applicable Law requires that a candidate, applicant, employee, or consumer receive notice that an automated decision tool is being used to make a significant decision about them, that notice shall be provided by Subscriber. Subscriber may reference TRS-provided notice templates; however, Subscriber is solely responsible for the legal adequacy of the notice as delivered.

11.5 Opt-Out and Human Review

Where required by Law (including the California CPPA ADMT regulations once in force, the Colorado AI Act, or applicable state or local analog), Subscriber shall provide a right to opt out of automated decision-making and a right to meaningful human review of any decision that produces a legal or similarly significant effect. TRS shall, upon request, provide reasonable information about the logic of AI Services to the extent feasible and without disclosing trade secrets.

11.6 Training Data License

Subscriber grants TRS a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license (exercisable through its service providers and sub-processors) to use Source Data (including Personal Information to the extent permitted under the DPA and applicable Law) in de-identified, aggregated, or otherwise anonymized form to train, tune, benchmark, evaluate, validate, improve, and operate the Platform, the AI Services, and any successor or derivative products or services. TRS shall not use individually identifiable Customer Data to train general-purpose AI models for the benefit of third parties without Subscriber's consent. Aggregated Data derived from Source Data is TRS's property, provided that it is no longer reasonably capable of identifying Subscriber, a Driver-User, or any other natural person. Subscriber may opt out of participation in TRS's model-training programs by written notice to support@therecruitingsoftware.com; such opt-out shall not affect TRS's ability to use Service Data, Aggregated Data already generated, or Personal Information processed for operational, security, fraud-prevention, compliance, or legal purposes.

11.7 Generative Output

Generative AI outputs (for example, summaries, drafted messages, suggested replies) are not, and shall not be represented to any third party as, the work of a human being without appropriate disclosure. Subscribers shall not use AI Services to generate communications, documents, or records that are misleading about their authorship, are deceptive, or violate any Law.

11.8 Third-Party Model Providers

TRS may route Source Data through third-party AI model providers (for example, commercial foundation-model providers) to deliver AI Services. Where TRS does so, it shall (a) engage such providers on terms that prohibit use of Customer Data for training the provider's general-purpose models, (b) require data-processing commitments consistent with the DPA, and (c) list such providers on the sub-processor list maintained under Section 14. Subscriber acknowledges that AI model outputs may be hallucinated, incomplete, or incorrect, and Subscriber shall implement human-in-the-loop review for any material decision.

12. Recruiter, Authorized User, and Workforce Analytics

The Platform may collect and analyze data about how Authorized Users use the Platform, including without limitation login times, time-on-page, click paths, call outcomes, call durations, call-handling metrics, talk-listen ratios, message cadence, pipeline conversion rates, lead response time, after-hours activity, productivity indicators, keystroke and mouse events, application usage patterns, and similar data (collectively, "Workforce Analytics Data"). Workforce Analytics Data may be used to power coaching dashboards, leaderboards, training recommendations, fraud-detection models, capacity planning, and other Subscriber-facing insights, and for Platform operations, security, and improvement. Where applicable Law (including state electronic-monitoring disclosure laws such as New York Civil Rights Law § 52-c and Connecticut Gen. Stat. § 31-48d) requires Subscriber to notify employees of electronic monitoring, Subscriber shall deliver such notice.

13. Source Data License; Service Data; Aggregated Data

13.1 Subscriber License to TRS

Subject to the DPA and these Terms, Subscriber grants TRS a non-exclusive, royalty-free, worldwide license (exercisable through TRS's sub-processors and service providers) during the term of the Agreement to host, store, access, process, copy, reformat, display, transmit, and otherwise use Source Data as necessary to (i) provide the Platform and the Subscription Services to Subscriber, (ii) ensure the security and integrity of the Platform, (iii) prevent or address technical or security issues, (iv) comply with Laws and legal process, (v) enforce these Terms, and (vi) perform the activities expressly authorized under Section 11.6 (Training Data License).

13.2 Customer Data as Subscriber's

As between TRS and Subscriber, Customer Data is owned by Subscriber or its licensors. Subscriber is solely responsible for the content, accuracy, completeness, and legality of Customer Data and for the means by which Subscriber acquires Customer Data. TRS claims no ownership interest in Customer Data beyond the license granted in Section 13.1.

13.3 Service Data and Aggregated Data

As between TRS and Subscriber, TRS owns all rights, title, and interest in and to Service Data, Aggregated Data, Inferences, Generated Data (other than the portions thereof that remain Subscriber's Customer Data), benchmarks, statistical analyses, and operational information derived from operation of the Platform. TRS may use, disclose, commercialize, license, sell, publish, or otherwise deal with Service Data and Aggregated Data without restriction, provided that TRS does not disclose Aggregated Data that is reasonably capable of being re-identified.

14. Sub-Processors; Third-Party Services

14.1 Authorized Sub-Processors

Subscriber authorizes TRS to engage sub-processors to perform services on TRS's behalf in connection with the Platform. TRS maintains a current list of its sub-processors at https://therecruitingsoftware.com/legal/subprocessors or in the Platform's administrative console. TRS shall provide Subscriber with not less than thirty (30) days' notice of any new or replacement sub-processor that has access to Personal Information; Subscriber's exclusive remedy for a reasonable objection is termination of the affected portion of the Subscription Services and a pro-rata refund of pre-paid unused fees.

14.2 Sub-Processor Obligations

TRS shall enter into a written agreement with each sub-processor that obligates the sub-processor to protect Customer Data to a standard no less protective than the DPA and these Terms. TRS remains liable for the acts and omissions of its sub-processors to the same extent that TRS would be liable if performing the services directly.

14.3 Third-Party Services

Third-Party Services are governed by the terms and privacy notices of the applicable third party. TRS is not responsible for any Third-Party Service, including without limitation telephony providers, AI model providers, CRAs, MVR providers, the Clearinghouse and other FMCSA systems, email or SMS providers, payment and subscription providers (including Outseta), lead-generation platforms (including Meta/Facebook), analytics providers, or any other service with which the Platform integrates. Subscriber's use of a Third-Party Service is at its own risk, and any exchange of data between Subscriber and a Third-Party Service is a transfer from Subscriber to the Third-Party Service and is governed by the Third-Party Service's terms.

14.4 No Warranty on Third-Party Data

Data supplied by Third-Party Services (including FMCSA data, DOT data, MVR data, CDLIS data, SAFER data, CSA data, PSP reports, and Consumer Reports) is provided on an 'as-is' and 'as-available' basis. TRS does not verify the accuracy, currency, completeness, fitness for any purpose, or legality of such data. Any complaint about the content of a FMCSA-sourced record must be directed to the FMCSA through the DataQs system or to the source state motor-vehicle agency. Any FCRA dispute must be directed to the CRA that furnished the report.

15. Intellectual Property

15.1 TRS IP

TRS owns and retains all right, title, and interest in and to the Platform, the Subscription Services, the Documentation, the Features, the user interface, the underlying software, the APIs, the models, the data structures, the benchmarks, the Service Data, and any derivatives, improvements, and modifications to any of the foregoing. All rights not expressly granted to Subscriber under these Terms are reserved.

15.2 Limited License to Subscriber

Subject to Subscriber's compliance with these Terms and to payment of all applicable fees, TRS hereby grants Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable license during the term of the applicable Order to access and use the Platform for Subscriber's internal business purposes. No rights to use the Platform for service-bureau, commercial resale, training of competing products, or similar purposes are granted.

15.3 Feedback

If Subscriber, any Authorized User, or any Driver-User provides feedback, comments, or suggestions regarding the Platform (collectively, "Feedback"), TRS shall have the right and license (perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable) to use and exploit such Feedback without restriction or compensation.

15.4 Trademarks

TRS's name, logo, and product names are trademarks of TRS. You shall not use any of them without TRS's prior written consent.

16. Fees, Billing, Taxes, Chargebacks

Subscriber shall pay all fees set forth in the applicable Order, whether self-service or sales-led. Unless the Order specifies otherwise: (a) fees are quoted and payable in United States dollars; (b) fees are non-refundable and non-cancellable; (c) fees are exclusive of taxes; (d) Subscriber is responsible for all taxes (other than taxes on TRS's net income); (e) invoices are due within thirty (30) days of the invoice date; (f) late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by Law; and (g) undisputed past-due amounts may result in suspension of the Subscription Services. Subscriber shall not charge back fees that were validly incurred; any such chargeback shall be deemed a material breach.

17. Acceptable Use Policy

You shall not, and shall not permit any person to: (a) access or use the Platform in a manner that violates any Law; (b) access the Platform for the purpose of building a competing service or copying its features, functions, or user interface; (c) reverse-engineer, decompile, or disassemble any portion of the Platform except to the extent such restriction is prohibited by Law; (d) scrape, crawl, or otherwise harvest data from the Platform except via APIs made available by TRS; (e) circumvent or attempt to circumvent any access control, rate limit, or license restriction; (f) upload, transmit, or generate malware, ransomware, worms, trojans, keystroke loggers, rootkits, time bombs, backdoors, or other malicious code; (g) use the Platform to send unsolicited bulk email, SMS, or voice messages in violation of CAN-SPAM, the TCPA, or similar Law; (h) use the Platform to engage in employment discrimination or to violate the ADA, Title VII, ADEA, GINA, or state or local analog; (i) use the Platform to stalk, harass, defraud, or injure any person; (j) use the Platform to process the Personal Information of any individual for a purpose unrelated to driver recruiting, qualification, or workforce management; (k) upload or process Personal Information of a child under 13 years of age; (l) upload sensitive categories of Personal Information (for example, protected health information subject to HIPAA) without the written approval of TRS and an applicable business associate or data-protection addendum; (m) use the Platform to process data subject to export control or sanctions without the required licenses; or (n) use the Platform in connection with the operation of nuclear facilities, life-support systems, air-traffic control, or any other environment in which failure of the Platform could result in death, personal injury, or environmental damage.

18. Confidentiality

Each party shall (a) protect the Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in any event no less than reasonable care, (b) use Confidential Information only in connection with the performance of its obligations or exercise of its rights under the Agreement, and (c) disclose Confidential Information only to employees, contractors, agents, affiliates, advisors, and sub-processors that have a need to know and are bound by confidentiality obligations no less protective than those set forth here. The confidentiality obligations shall survive expiration or termination of the Agreement for five (5) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under Law.

19. Security

TRS shall maintain an information-security program consistent with generally accepted industry practices for businesses of similar size and type, including administrative, technical, and physical safeguards reasonably designed to protect the confidentiality, integrity, and availability of Customer Data. Upon Subscriber's reasonable written request, TRS will make available a summary of its security program, the most recent SOC 2 Type II or ISO 27001 attestation (if any), a high-level penetration-test summary, and a completed industry-standard security questionnaire, in each case subject to confidentiality. Subscriber is responsible for securing its own systems, devices, networks, credentials, and internal controls, including implementing least-privilege access, phishing-resistant authentication, workstation hygiene, and employee training.

In the event TRS confirms a Security Incident (as defined in the DPA), TRS shall notify Subscriber without unreasonable delay and in any event within the time frames set forth in the DPA, and shall cooperate reasonably with Subscriber's investigation and notice obligations under applicable breach-notification Laws. Subscriber is the party required to notify affected individuals, regulators, and other stakeholders under applicable Law.

20. Data Subject Requests; Cooperation

Where an individual submits a data subject request (for example, to access, delete, correct, limit the use of sensitive information, opt out of sale or sharing, or exercise profiling or ADMT rights) relating to Customer Data, the Subscriber (as controller or business) is responsible for handling the request. Upon Subscriber's reasonable instruction and to the extent feasible, TRS shall assist Subscriber by providing administrative tools and reasonable technical support to locate, export, correct, or delete responsive Personal Information. TRS may redirect requests received directly from individuals to the applicable Subscriber, and may provide routine instructions to such individuals about how to submit a request to the Subscriber.

21. Representations and Warranties

21.1 Mutual

Each party represents and warrants that (a) it has full right, power, and authority to enter into and perform its obligations under the Agreement, (b) execution of the Agreement does not conflict with any other agreement to which it is a party, and (c) it will comply with all Laws applicable to its performance of the Agreement.

21.2 TRS Limited Warranty

TRS warrants that the Platform will materially perform the functions described in the then-current Documentation when used in accordance with the Documentation and these Terms. As Subscriber's sole and exclusive remedy and TRS's entire liability for a breach of the foregoing warranty, TRS shall use commercially reasonable efforts to correct the material non-conformity; if TRS is unable to do so within a reasonable time, Subscriber may terminate the affected Subscription Services and receive a pro-rata refund of pre-paid, unused fees for the affected services.

22. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 21.2 AND SUBJECT TO APPLICABLE LAW, THE PLATFORM AND ALL FEATURES, AI SERVICES, BETA FEATURES, SUBSCRIPTION SERVICES, DOCUMENTATION, AND DELIVERABLES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITH ALL FAULTS. TRS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUB-PROCESSORS (COLLECTIVELY, THE 'TRS PARTIES') EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE TRS PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY INFORMATION OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, CURRENT, OR RELIABLE; (C) ANY AI SERVICE OUTPUT (INCLUDING SCORES, SUMMARIES, CLASSIFICATIONS, SENTIMENT ANALYSES, RECOMMENDATIONS, OR DECISIONS) WILL BE ACCURATE, BIAS-FREE, OR FIT FOR ANY DECISION; (D) ANY DEFECT WILL BE CORRECTED; (E) THE PLATFORM OR SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF MALWARE; OR (F) USE OF THE PLATFORM WILL COMPLY WITH YOUR LEGAL OBLIGATIONS. NO ORAL OR WRITTEN INFORMATION OBTAINED BY YOU FROM TRS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

23. Indemnification

23.1 Subscriber Indemnity

Subscriber shall defend, indemnify, and hold harmless the TRS Parties from and against any and all third-party claims, actions, suits, proceedings, liabilities, damages, settlements, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees) (collectively, "Claims") arising out of or related to: (a) Subscriber's, any Authorized User's, or any Driver-User's use of the Platform in violation of these Terms or Law; (b) Source Data, including any claim that Source Data (or TRS's permitted use thereof) infringes, misappropriates, or violates the rights of any third party or any Law; (c) Subscriber's failure to obtain required consents, authorizations, disclosures, or notices (including under the FCRA, state mini-FCRAs, the DPPA, the TCPA, BIPA, state biometric Laws, the CCPA/CPRA, state consumer privacy Laws, state wiretap Laws, the FMCSA Clearinghouse rules, or the Uniform Guidelines); (d) any employment, contracting, safety, qualification, hiring, firing, pay, benefits, or dispatch decision made by Subscriber; (e) Subscriber's violation of an Adverse Action procedure; (f) Subscriber's modification of, or addition to, AI Service outputs; (g) any call, SMS, email, or other communication initiated through the Platform by Subscriber or an Authorized User; and (h) Subscriber's breach of Section 6 (Subscriber Responsibilities), Section 8 (FCRA Posture), Section 9 (DOT/FMCSA Compliance), Section 10 (Call Recording), Section 11 (AI), or Section 17 (Acceptable Use).

23.2 TRS Indemnity

TRS shall defend Subscriber against any Claim by an unaffiliated third party alleging that Subscriber's use of the Platform in accordance with these Terms infringes such third party's United States patent issued as of the Effective Date, registered copyright, or registered trademark, and shall indemnify Subscriber for finally awarded damages and reasonable attorneys' fees attributable to such Claim. TRS's indemnity shall not apply to any Claim that arises from (i) Source Data, (ii) modifications to the Platform not made by TRS, (iii) combinations of the Platform with products, services, or data not provided by TRS, (iv) Subscriber's continued use after notice of infringement, (v) Beta Features, (vi) Third-Party Services, or (vii) Subscriber's breach of these Terms.

23.3 Procedures

The indemnified party shall promptly notify the indemnifying party of any Claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced), tender sole control of the defense and settlement (with counsel of the indemnifying party's choice), and reasonably cooperate. The indemnified party may participate at its own expense. No settlement requiring any admission by, or payment from, the indemnified party shall be made without its written consent.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT SHALL ANY TRS PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF USE, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT THE TRS PARTY WAS ADVISED OF OR SHOULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH TRS PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNTS ACTUALLY PAID BY SUBSCRIBER TO TRS FOR THE SUBSCRIPTION SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (II) ONE THOUSAND UNITED STATES DOLLARS ($1,000) FOR DRIVER-USERS AND AUTHORIZED USERS IN THEIR INDIVIDUAL CAPACITIES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Some jurisdictions do not allow exclusion of implied warranties or limitation of incidental or consequential damages; in such jurisdictions, liability shall be limited to the minimum extent permitted by Law. The limitations in this Section 24 do not apply to: (a) a party's indemnification obligations; (b) breach of confidentiality; (c) infringement or misappropriation of intellectual-property rights; (d) payment obligations; (e) gross negligence, willful misconduct, or fraud; (f) a party's violation of Law for which liability cannot lawfully be limited; or (g) personal injury or death.

25. Term; Suspension; Termination

25.1 Term

These Terms commence on the earliest Acceptance Event and continue until terminated as provided herein. Each Order has its own initial and renewal terms as set forth therein.

25.2 Termination for Convenience

For month-to-month or self-service subscriptions, either party may terminate on thirty (30) days' written notice. Otherwise, termination for convenience is available only as expressly provided in the Order.

25.3 Termination for Cause

Either party may terminate the Agreement immediately upon written notice if the other party (a) materially breaches the Agreement and fails to cure within thirty (30) days after written notice of breach (ten (10) days for payment breach), or (b) becomes subject to a bankruptcy petition that is not dismissed within sixty (60) days.

25.4 Suspension

TRS may suspend Subscriber's access to the Platform (in whole or in part) without liability where, in TRS's reasonable judgment, (a) continued access presents a security risk to the Platform or any third party; (b) Subscriber's use may subject TRS to liability; (c) Subscriber is in breach of Section 16 (fees) or Section 17 (Acceptable Use); (d) Subscriber's use is disrupting the Platform; or (e) a governmental or judicial authority directs TRS to do so.

25.5 Effect of Termination

On termination, (a) all licenses and rights to access the Platform cease, (b) Subscriber shall pay all fees accrued through the effective date of termination, and (c) upon Subscriber's written request made within thirty (30) days of termination, TRS will make a commercially reasonable effort to provide an export of Customer Data in a structured, commonly used, machine-readable format, after which TRS may delete Customer Data in accordance with its retention policies and the DPA. Subscriber acknowledges that certain records (including records relating to Driver Qualification Files, MVR data, Clearinghouse queries, call recordings and related consents, and Adverse Action processes) may be retained by TRS to the extent required by Law, and that TRS does not undertake to delete records that remain subject to a legal hold, litigation preservation obligation, or regulatory retention requirement.

25.6 Survival

The following Sections survive termination: 2 (Definitions), 13 (Source Data License; Service Data; Aggregated Data), 15 (IP), 16 (Fees, as to amounts accrued), 18 (Confidentiality), 22 (Disclaimers), 23 (Indemnification), 24 (Limitation of Liability), 25.5 (Effect of Termination), 25.6 (Survival), 26 (Notices), 28 (Governing Law), 29 (Arbitration), 30 (Class Waiver), 31 (Equitable Relief), and 33 (Miscellaneous).

26. Notices; Modifications; Electronic Delivery

All legal notices to TRS must be sent in writing to 8 The Green, Ste B, Dover, DE 19901, United States, Attention: Legal Department, with a copy to support@therecruitingsoftware.com. Notices to Subscriber are effective when sent to the administrative email address associated with Subscriber's Account or to the notice address in the applicable Order. Notices to Driver-Users may be delivered via email or SMS to the most recent contact information on file, and Driver-Users are responsible for updating such contact information. TRS may modify these Terms from time to time by posting a revised version at https://therecruitingsoftware.com/terms-and-conditions or by in-Platform notice. Continued use after the stated effective date constitutes acceptance. If a modification materially reduces Subscriber's rights, Subscriber may terminate the affected Subscription Services within thirty (30) days of notice and receive a pro-rata refund of pre-paid unused fees as its sole remedy.

27. Export Control; Sanctions; Anti-Corruption

Subscriber and each Authorized User represent that they are not (i) located in, or a national or resident of, a jurisdiction subject to comprehensive U.S. sanctions; (ii) on any U.S. or other applicable sanctioned-party list (including the OFAC SDN List, Denied Persons List, or Entity List); or (iii) otherwise prohibited by U.S. law from receiving the Platform. You shall comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act (if applicable), and all other applicable anti-bribery, anti-kickback, and anti-corruption Laws.

28. Governing Law; Venue

These Terms and any dispute arising out of or related to them or the Platform shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Subject to Section 29, the exclusive venue for any dispute not subject to arbitration shall be the state and federal courts located in Kent County, Delaware (state and federal courts located therein), and each party consents to personal jurisdiction and venue therein.

29. Binding Arbitration; Informal Resolution; Opt-Out

29.1 Informal Resolution

Before filing any arbitration demand or lawsuit, each party agrees to notify the other in writing of the dispute and negotiate in good faith for at least sixty (60) days. Notices to TRS must be sent to support@therecruitingsoftware.com. Notices to you will be sent to your email on file.

29.2 Agreement to Arbitrate

Except as set forth in Sections 29.5 and 31, any dispute, claim, or controversy between the parties arising out of or related to these Terms, the Platform, or the relationship between the parties (a "Dispute") shall be resolved by binding individual arbitration. The Dispute shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (for Disputes between TRS and a Subscriber) or its Consumer Arbitration Rules (for Disputes involving an individual Driver-User or Authorized User in a personal capacity), as applicable. The arbitration shall be conducted before a single neutral arbitrator in Dover, Delaware, or, at the election of an individual consumer claimant, in the county of such claimant's residence. The arbitrator's award may be entered in any court of competent jurisdiction.

29.3 FAA Governs

The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this arbitration agreement.

29.4 Costs

Unless otherwise required by Law or AAA rules, each party shall bear its own arbitration costs. Where required by AAA rules to render arbitration enforceable for consumer claimants, TRS shall advance filing fees.

29.5 Small Claims; Intellectual Property

Notwithstanding the foregoing, either party may (a) bring an individual claim in small-claims court, or (b) seek emergency or injunctive relief in court in connection with intellectual-property infringement or confidentiality breach.

29.6 Opt-Out

You may opt out of this arbitration agreement by sending a written opt-out notice to support@therecruitingsoftware.com within thirty (30) days of your first Acceptance Event. The notice must include your name, the email associated with your Account, and a clear statement that you opt out of arbitration. Opting out does not affect any other Section of these Terms.

30. Class-Action Waiver; Jury Waiver; Mass Arbitration

YOU AND TRS EACH AGREE THAT ANY DISPUTE SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR MASS ACTION. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated, and may not preside over any form of representative or class proceeding. For Disputes that are exempt from arbitration, YOU AND TRS EACH WAIVE ANY RIGHT TO A TRIAL BY JURY. If this class-action waiver is found to be unenforceable with respect to a particular Dispute, that Dispute (and only that Dispute) shall be severed from arbitration and brought in court.

To address mass-filed claims, if twenty-five (25) or more similar arbitration demands are filed by or with the coordination of the same counsel or coordinated strategy, the parties shall use the AAA Mass Arbitration Supplementary Rules (or, where applicable, JAMS equivalent), including without limitation the bellwether and process-arbitrator procedures.

31. Equitable Relief

You acknowledge that unauthorized access to or use of the Platform, breach of confidentiality, or infringement of intellectual-property rights may cause TRS irreparable harm for which monetary damages would be inadequate. TRS may seek preliminary and permanent injunctive relief, specific performance, and other equitable remedies in any court of competent jurisdiction without the need to post a bond or prove actual damages.

32. Publicity; Use of Marks

Unless Subscriber opts out in writing, TRS may identify Subscriber as a customer (including by use of Subscriber's name and logo) in TRS's marketing materials, website, and investor communications, subject to Subscriber's trademark-usage guidelines. TRS will cease such use on Subscriber's written request.

33. Miscellaneous

33.1 Assignment

Subscriber shall not assign or transfer this Agreement, by operation of law or otherwise, without TRS's prior written consent; any purported assignment in violation of this Section is void. TRS may assign this Agreement, in whole or in part, without consent, to an Affiliate or in connection with a merger, acquisition, reorganization, corporate restructuring, or sale of all or substantially all of its assets or equity.

33.2 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including without limitation acts of God, floods, earthquakes, fires, storms, pandemics, epidemics, labor disputes, war, civil unrest, terrorism, cyber-attacks, denial-of-service attacks, supply-chain failures, power outages, internet-backbone failures, carrier failures, cloud-provider failures, AI model-provider failures, or governmental actions.

33.3 Independent Contractors

The parties are independent contractors. No agency, partnership, joint venture, or employment is created by this Agreement.

33.4 No Third-Party Beneficiaries

Except as expressly provided, this Agreement does not create any third-party beneficiary rights.

33.5 Severability

If any provision is held invalid, the remaining provisions will remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.

33.6 Waiver

No waiver is effective unless in writing and signed by the waiving party. Failure to enforce any provision is not a waiver.

33.7 Entire Agreement

These Terms (together with any Order, the DPA, and any other documents expressly incorporated) constitute the entire agreement and supersede all prior communications and understandings. Any pre-printed terms on a Subscriber purchase order are void. Ambiguities shall not be construed against the drafter.

33.8 Headings; Interpretation

Headings are for convenience only. 'Including' means 'including without limitation.' References to days are to calendar days unless stated otherwise. Statutory references include successors.

33.9 Contact

Questions about these Terms may be directed to support@therecruitingsoftware.com or to 8 The Green, Ste B, Dover, DE 19901, United States.

Schedule A — Data Processing Addendum (DPA)

This Data Processing Addendum ("DPA") forms part of the Agreement between TRS and Subscriber and governs TRS's processing of Personal Information on Subscriber's behalf. Capitalized terms not defined in this DPA have the meanings set forth in the Terms.

A.1 Roles

Subscriber is the 'business,' 'controller,' 'data controller,' or similarly responsible party, and TRS is the 'service provider,' 'processor,' or 'data processor,' under the CCPA/CPRA and other applicable state privacy Laws. TRS processes Personal Information only on documented instructions from Subscriber, which are deemed to include (a) use of the Platform consistent with Documentation, (b) configurations set by Subscriber, and (c) instructions set forth in this DPA. TRS shall not retain, use, disclose, sell, or share Personal Information outside of the direct business relationship with Subscriber or for any commercial purpose other than providing the Subscription Services, except as permitted by Law.

A.2 Categories and Purposes

Categories of Personal Information processed include identifiers, contact data, commercial information, driver's-license and CDL data, employment and application data, Background Check data, MVR data, PSP data, Clearinghouse data, medical-examiner certificate status, geolocation data (if provided), internet and network activity, audio recordings and transcripts, communication content and metadata, Generated Data, and Inferences. Purposes are limited to providing, securing, maintaining, improving, and supporting the Platform and Subscription Services on Subscriber's behalf and to the limited permitted purposes set forth in Cal. Code Regs. tit. 11, § 7050.

A.3 Sub-Processors

Subscriber provides general authorization for TRS to engage sub-processors. The current list is available at https://therecruitingsoftware.com/legal/subprocessors.

A.4 Security and Assistance

TRS shall implement and maintain the technical and organizational measures summarized in Schedule B. Upon Subscriber's written request, TRS shall provide reasonable cooperation to assist Subscriber in responding to data-subject requests, conducting data-protection impact assessments, and communicating with regulators.

A.5 Data Return and Deletion

On termination, TRS will, in accordance with Section 25.5 of the Terms, export or delete Personal Information, subject to retention for legal, regulatory, backup, and compliance purposes.

Schedule B — Security Overview

TRS maintains an information-security program including, as applicable and as updated from time to time: least-privilege access controls; multi-factor authentication for TRS personnel; encryption in transit (TLS 1.2+); encryption at rest (AES-256 or equivalent) for sensitive data stores; centralized logging; vulnerability management and patching; annual penetration testing; secure software development lifecycle; incident-response plan; disaster-recovery and business-continuity plans; vendor risk management; employee security training; and physical security at hosting facilities through sub-processors.

Schedule C — Acceptable Use Policy (Supplemental)

This Schedule supplements Section 17. Without limiting the foregoing, the Platform shall not be used to: (i) operate a political campaign, non-commercial lobbying activity, or religious recruiting in a manner that commingles non-driving recruiting data with driver recruiting data; (ii) target advertising toward children; (iii) send communications in violation of state debt-collection Laws; (iv) process health information regulated by HIPAA without a signed Business Associate Agreement; (v) retaliate against, discipline, or surveil Authorized Users in a manner that violates the National Labor Relations Act; (vi) impersonate a regulator, safety official, or government agent; or (vii) deploy the Platform in a manner that violates any restriction imposed by a Third-Party Service on which the Platform depends.

Schedule D — State-Specific Supplemental Disclosures

D.1 California

California residents have rights set forth in the Privacy Policy. The Platform may enable limited use of sensitive personal information where permitted. The Platform is not directed at minors under 16, and TRS does not knowingly sell or share Personal Information of a consumer under 16 years of age without affirmative authorization.

D.2 Illinois

Where the Platform collects Biometric Identifiers or Biometric Information of Illinois residents, such collection shall be preceded by a written release under BIPA, and such data shall be retained and destroyed in accordance with the retention and destruction schedule posted at https://therecruitingsoftware.com/legal/bipa. Biometric Identifiers and Biometric Information shall not be sold or leased, and shall be disclosed only to the extent permitted by BIPA.

D.3 New York City

Where AI Services are used in a selection procedure for a position located in New York City, Subscriber shall comply with NYC Local Law 144, including bias audit, public summary, and candidate notice.

D.4 Colorado

Where Subscriber uses AI Services to make or substantially assist a consequential employment decision regarding a Colorado resident, Subscriber shall comply with the Colorado AI Act (as in effect) and shall ensure all notices, impact assessments, and risk-management policies are in place.

D.5 Other States

Subscribers with drivers or candidates in Virginia, Connecticut, Utah, Texas, Oregon, Montana, Iowa, Delaware, New Hampshire, New Jersey, Minnesota, Tennessee, Maryland, Kentucky, Rhode Island, Indiana, and Nebraska shall comply with the privacy Laws of those states as applicable. The Privacy Policy summarizes individual rights under each such Law.