ATS.work – Terms of Use

(Revised & Effective –  03.04.2024)

Dear Customer,

The Premium Terms of Use outlined here ("Premium Terms") set the rules for using the ATS.work website and its services. If you access and continue to use the ATS.work website and services after having the chance to review these Premium Terms, it means you fully accept them as they are, without any changes. These Premium Terms create a legal agreement between you (including the company or organization you work for, referred to as "you," "your," and "Customer") and ATS.work ("ATS.work," "we," "us," and "our"). If you disagree with these Premium Terms, you should refrain from using the ATS.work website and services.

We reserve the right to update these Premium Terms by posting a revised version on the current ATS.work website and informing you of these changes through digital communication. If you continue to use the website and services after such updates, you are agreeing to the revised Premium Terms, which will be considered an extension of this agreement.

1. DEFINITIONS

1.1    “Job ads” Indicates a service requiring the Customer to pay either through a subscription fee or based on the cost per click.

1.2    “Aggregate Data” Refers to all information or data that ATS.work accesses, compiles, collects, stores, or utilizes in relation to the Service, which is then aggregated in such a manner that it doesn't contain any personally identifiable information and the origin of this aggregated data cannot be traced.

1.3   “Authorized User” Refers to any employee or individual contractor working for the Customer, who has been granted permission by the Customer to utilize the Service and is obligated, either through a written agreement or due to their relationship with the Customer, to (i) safeguard the confidential information and assets of ATS.work, and (ii) adhere to all the limitations set forth in this Agreement.

1.5    “Customer Data” Refers to any data, information, or materials that the Customer has provided to ATS.work

1.6    “Documentation” Refers to the documents and materials that provide explanations and information about the Service, available in either printed or electronic form, which ATS.work has made available for widespread distribution to its customers.

1.7    “Effective Date” Refers to the starting date of the agreement period, as specified in the Insertion Order.

1.8    “Insertion Order” Refers to an insertion order that is created and issued in accordance with the terms of this Agreement.

1.9.   “Output” Refers to the outcomes or products that are created as a result of utilizing the Service.

1.10   “Service” Denotes an online service provided by ATS.work, as detailed in the Insertion Order, which may undergo modifications by ATS.work periodically. This includes any software utilized or made accessible by ATS.work to facilitate the Service, but does not cover any software supplied by external third parties.

1.11    “Term” Refers to the duration for which this Agreement remains valid, as outlined in Section 9.1.

1.12    “Third Party Data” Refers to all data, information, or materials that are provided to ATS.work by any third party through the Service.

1.13    “Website” Refers to the website(s) operated by ATS.work, via which the Service is accessible to the Customer.

2. SERVICE

2.1       Access to and Use of the Service. Under the conditions of this Agreement, assuming the Customer has not violated any terms, ATS.work grants the Customer a non-exclusive, non-transferable right (with exceptions as mentioned in Section 11.3) to use and access the Service. This right is granted in alignment with the Documentation and the stipulations of this Agreement, and it is intended solely for the Customer's internal business operations. It is not for the purpose of transferring, distributing, or disclosing to third parties, nor for the commercial advantage of any third parties.

2.2       Authorized Users.  The Customer is responsible for providing each Authorized User with a unique user identification code ("User ID") to allow such Authorized User to access and use the Service as allowed under this agreement. Should any Authorized User end their employment or contractual relationship with the Customer, the Customer must promptly revoke that individual's User ID. User IDs are to be strictly individual and not shared, rotated among Authorized Users, or issued for use by multiple people at the same time. It is the Customer's duty to ensure that the Service is accessed and used solely by Authorized Users. In the event that the Customer learns or is notified of an unauthorized third party accessing or using the Service, they are obligated to immediately inform ATS.work.

2.3      Restrictions.  The Customer is prohibited from: (a) utilizing the Service in a manner not explicitly permitted by this Agreement or that infringes any applicable laws or regulations, including those concerning data privacy and employment, both domestically and internationally; (b) copying or reproducing any part of the Service, either partially or fully; (c) altering, translating, or producing derivative works from any part of the Service; (d) reverse engineering, decompiling, disassembling, or converting any part of the Service into a source code format; (e) distributing, sublicensing, assigning, sharing, engaging in timesharing, selling, renting, leasing, securing a financial interest in, using for service bureau purposes, or otherwise transferring the Service or the Customer’s rights to access and use the Service; (f) removing or altering any copyright, trademark, or other proprietary notices of ATS.work or its licensors on the Service outputs or within the Service itself; or (g) employing the Service for marketing or selling purposes in connection with an Ad Exchange. ATS.work and its licensors reserve all rights not explicitly granted in this Agreement.

3. OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS

3.1       Ownership of Intellectual Property. The Customer recognizes and agrees that this Agreement grants only a limited right to use the Service and does not transfer ownership or title of the Service to the Customer. The Service, including its related source code, web beacons, pixels, and any materials associated with it, along with all intellectual property rights therein, will always remain the exclusive property of ATS.work and its licensors. The Customer further acknowledges that the Service contains ATS.work’s and its licensors' valuable trade secrets and proprietary information. ATS.work also acknowledges and agrees that: (i) Customer Data is confidential and will not be disclosed to any third party unless necessary for the provision of the Service; and (ii) the Customer has the right to create derivative works based on the Output for the Customer's internal use, and holds all rights, title, and interest in such derivative works.

3.2       Suggestions.  The Customer provides ATS.work with a royalty-free, global, transferable, sub-licensable, irrevocable, and perpetual license to utilize or integrate into the Service any suggestions, enhancement requests, recommendations, or other feedback given by the Customer or any User concerning the Service.

3.3       Aggregate Data.  In the relationship between the Customer and ATS.work, all rights, title, and interest in the Aggregate Data are held exclusively by ATS.work. Therefore, throughout the duration of this agreement and afterwards, ATS.work has the right to utilize, showcase, transmit, modify, and develop derivative works based on the Aggregate Data in any form for any lawful objective, which encompasses efforts to sustain and improve the Service.

3.4       Security. The Customer is required to implement all commercially viable measures to prevent unauthorized access to the Service and to ensure that no Authorized Users engage in actions that breach this Agreement. These measures should include, among others, enforcing password protocols for accessing the Service, securing the Customer's systems, and overseeing and monitoring the utilization of the Service.

 

3.5       Reporting.  The Customer must immediately notify ATS.work of any confirmed or suspected breaches of Sections 2 and/or 3 of this agreement. Additionally, the Customer is expected to undertake any reasonable measures as requested by ATS.work to prevent or rectify any such violations.

3.6       Relief.  

Due to the significant reduction in value and potential irreversible damage to ATS.work caused by unauthorized use of the Service, which cannot be adequately rectified through monetary compensation, ATS.work is entitled to pursue injunctive and/or other equitable relief, alongside any legal remedies available, to prevent or halt any violations of Sections 2 or 3 of this Agreement by the Customer.

 

4. FEES, PAYMENT, AND TAXES

4.1       Invoices.  The Customer will be issued a single invoice for the Managed Service based on the previous month's activities. All invoices are to be paid in full within thirty (30) days from the date of the invoice. For any overdue amounts that are not disputed, ATS.work reserves the right to impose a late fee of 1.5% per month or the maximum rate allowed by law, whichever is lower. The Customer is responsible for making payments to Designated Managed Service Publishers. To clarify, ATS.work is not required to make payments to Designated Managed Service Publishers unless it has received complete and satisfactory payment from the Customer for all amounts due to the Designated Managed Service Publisher. The Customer acknowledges its responsibility to pay the Designated Managed Service Publisher, with ATS.work acting only as an intermediary, collecting payments from the Customer and forwarding them to the Designated Managed Service Publisher. Should a Designated Managed Service Publisher demand a deposit for Recruitment Media expenses, the Customer must provide such funds to ATS.work prior to any expenditures being made on behalf of the Customer. ATS.work develops and maintains their own job sites. In this case, the full registration fee will remain with ATS.work if no other services or job boards have been utilized during a specific promotion. The decision is made based on the relevance and quality of the influx.

4.2       Collections.  The Customer is responsible for covering all costs and expenses incurred by ATS.work, including reasonable legal and auditing fees, should legal action be necessary to collect any outstanding balances of undisputed amounts or to enforce any of ATS.work's rights under this agreement or by law.

4.3       Payment Terms; Taxes. All amounts due hereunder are payable in Euro. Fees are exclusive of any applicable taxes, including without limitation, sales, use, value-added, and withholding taxes, and Customer shall pay all such taxes when due (other than taxes on ATS.work’s net income).  

5. USER DATA

5.1       Customer Data Warranty.  

The Customer declares and guarantees that (a) it possesses the necessary authority and rights to send Customer Data to ATS.work, and has obtained all required consents or made the necessary disclosures for transmitting such data; (b) it holds the necessary authority and rights to grant the license as specified in Section 5.2; and (c) the utilization of Customer Data will not violate the intellectual property or other proprietary rights of any third party. The Customer also promises to only provide ATS.work with data for which it has the legal right to supply.

5.2     License to ATS.work. Between the Customer and ATS.work, the Customer retains all rights, ownership, and interest in the Customer Data. The Customer provides ATS.work with a non-exclusive, global, royalty-free license to use, display, transmit, modify, and create derivative works from the Customer Data across any medium, exclusively for the purpose of delivering the Service to the Customer throughout the duration of the Term.

5.3       Use of Third Party Data at Customer’s Risk.   ATS.work is not responsible for the accuracy, quality, integrity, legality, reliability, or appropriateness of any Third Party Data. Furthermore, ATS.work will not be held accountable or liable for the deletion, correction, destruction, damage, or loss of any Third Party Data. The Customer recognizes that any use of Third Party Data generated, obtained, or acquired through the Services is done at the Customer's own risk and discretion. Neither ATS.work nor its licensors will be liable or responsible for any outcomes resulting from the use of Third Party Data.

5.4       Use of Third Party Data for For rewriting and optimization.   ATS.work is not responsible for the accuracy, quality, integrity, legality, reliability, or appropriateness of any Third Party Data used for rewriting and optimization. Furthermore, ATS.work will not be held accountable or liable for the deletion, correction, destruction, damage, or loss of any Third Party Data for rewriting and optimization. The Customer recognizes that any use of Third Party Data generated, obtained, or acquired through the Services is done at the Customer's own risk and discretion. Neither ATS.work nor its licensors will be liable or responsible for any outcomes resulting from the use of Third Party Data for rewriting and optimization. 

 

6. LIMITED WARRANTY; DISCLAIMER OF WARRANTY

6.1       Limited Warranty.  Subject to planned maintenance outages, which will be communicated to the Customer in advance, and other potential downtime, ATS.work commits to making the Service accessible 365 days a year during the agreement period. However, ATS.work staff will only be available to actively manage the Service from Monday to Friday, 8:00 AM to 6:00 PM EST, excluding holiday weeks, throughout the Term. ATS.work does not guarantee the Service will be continuously available or uninterrupted.

ATS.work assures that the Service will perform substantially in line with the Documentation under normal use as authorized by this agreement, provided it is operated as described in the Documentation. If the Service is unavailable for more than twenty-four (24) consecutive hours, ATS.work's only obligation and the Customer's sole recourse will be an extension of the Term equal to the downtime duration.

This remedy is contingent on the Customer promptly notifying ATS.work in writing of the Service's unavailability as soon as they become aware of it and supplying sufficient documentation of the outage to allow ATS.work to replicate and confirm the issue.

6.2       Limitation.  The limited warranty described in Section 6 does not cover any outage or failure of the Service that results from (a) modifications to the Service that were not made by ATS.work or under ATS.work’s instruction, (b) using the Service in ways not outlined in the Documentation or this Agreement, (c) using the Service in any unlawful, improper, or inappropriate manner or for purposes that are unlawful, improper, or inappropriate, (d) the gross negligence or intentional misconduct by the Customer, (e) any data, equipment, software, service, or resource not supplied by ATS.work, including the infrastructure of hosting provider. 

6.3       Exclusions.  The Customer recognizes and agrees that while the Service functions as an analytics and bidding tool, it does not directly dictate the final costs the Customer incurs for job advertisements. The fees payable by the Customer for these advertisements are determined by the Designated Managed Service Publisher and will be invoiced to the Customer by ATS.work.

6.4       Remedy for Loss of Customer Data. If loss or corruption of the Customer's Data arises from using or accessing the Service, ATS.work will endeavor to promptly restore or rectify the affected Customer Data using commercially reasonable efforts. If ATS.work is unable to rectify or restore the data, the Customer's sole recourse will be to terminate this Agreement. Upon termination, ATS.work will refund the Customer a prorated portion of any prepaid fees that remain unused.

6.5       Security.  The Customer is accountable for implementing sufficient firewall, password, and other security measures to safeguard the Customer's systems, data, and applications against unwanted intrusion, whether via the Internet or through other methods.

 

6.6       Dependencies.  The Customer acknowledges and agrees that (a) the Service necessitates access to and utilization of the Internet, which is an unregulated, public network over which ATS.work has no control, and (b) ATS.work bears no responsibility for the operation and maintenance of the Customer’s servers or their connection to the Internet for accessing and using the Service.

6.7       DISCLAIMER OF WARRANTIES.  

Except as otherwise stated in this Section 6, ATS.work and its licensors disclaim all warranties and conditions, whether express or implied, regarding the Service. This includes all implied warranties and conditions of merchantability, completeness, accuracy, and fitness for a particular purpose, as well as any warranties arising from a course of dealing, usage, or trade practice. ATS.work and its licensors explicitly disclaim any warranty that the Service will meet the Customer’s requirements, operate in combinations or in a manner chosen by the Customer, or be uninterrupted or error-free.

 

7. LIMITATION OF LIABILITY

7.1       LIMITATION OF LIABILITY.  Except for its indemnification obligations under this Agreement, each party's total liability under this Agreement will be capped at the Managed Service monthly fees actually received by ATS.work during the twelve (12) month period prior to the event causing such liability.

7.2       EXCLUSION OF CONSEQUENTIAL DAMAGES.  ATS.work shall not be held liable for the costs incurred by the Customer in procuring substitute products. Neither ATS.work nor its licensors shall be liable to the Customer for any damages arising from the loss of data, lost profits, loss of equipment use, or lost contracts. Additionally, neither party shall be liable under this Agreement for any special, indirect, incidental, punitive, exemplary, or consequential damages arising out of or in connection with the Service, its use or performance, or any output generated, or related to this Agreement, regardless of the cause, even if the party has been informed of the possibility of such damages.

7.3       Acknowledgment. The Customer acknowledges and agrees that the Managed Service Monthly Fee has been determined based on the application of the limitations outlined in Sections 7.1 and 7.2 above.

8. INDEMNIFICATION

8.1       ATS.work Obligation to Indemnify.  ATS.work will defend the Customer, at ATS.work’s expense, in any third-party lawsuit, claim, or proceeding arising from an allegation that the Customer’s authorized use of the Service under this Agreement infringes or violates any currently issued United States or European patent, copyright, trademark, or trade secret of a third party. ATS.work will indemnify the Customer for all damages, settlements, costs, and expenses (including reasonable attorneys’ fees) awarded against the Customer in connection with such claim. However, this indemnification is subject to the following conditions:

 

a. The Customer promptly notifies ATS.work in writing of the lawsuit, claim, or proceeding.

b. The Customer provides ATS.work with reasonable information, assistance, and cooperation required for the defense.

c. The Customer allows ATS.work (or its designee) to control the defense and all negotiations for settlement or compromise of the action. However, ATS.work cannot settle any claim without the Customer’s prior written consent, which must not be unreasonably withheld or delayed.

d. The Customer may be represented in the defense of the claim, at the Customer’s expense, by counsel of its choice.

e. ATS.work will not be liable for any settlements made or costs incurred without its consent.

8.2       Customer Obligation to Indemnify.  Customer is obligated to defend ATS.work, at Customer’s expense, in any third-party lawsuit, claim, or proceeding arising from Customer’s use of the ATS.work Service. Customer will indemnify ATS.work for all damages, settlements, costs, and expenses (including reasonable attorneys’ fees) awarded against ATS.work in connection with such claim. However, Customer will not have this obligation to the extent that the claim falls under ATS.work’s indemnification obligations as outlined in Section 8.1.

ATS.work will:

• a. Promptly notify Customer in writing of the lawsuit, claim, or proceeding.
• b. Provide Customer with reasonable information, assistance, and cooperation necessary for the defense.
• c. Allow Customer (or its designee) to control the defense and all negotiations for settlement or compromise of the action. However, Customer cannot settle any claim without ATS.work’s prior written consent, which must not be unreasonably withheld or delayed.

ATS.work may be represented in the defense of the claim, at ATS.work’s expense, by counsel selected by ATS.work.

8.3       Injunctive Relief.  In the event that Customer’s use of the Service is restrained by injunction due to infringement or violation of any patent, copyright, trademark, or trade secret, or if ATS.work anticipates that the Service may be subject to such injunction, ATS.work has the right, at its discretion, to take one of the following actions:

 

a. Procure for Customer the right to continue using the Service provided in this Agreement.

b. Replace or modify the Service to make it non-infringing, provided that the functionality of the Service is not materially impaired.

c. If neither of the above options is reasonably feasible, terminate this Agreement and refund to Customer a prorated portion of any unused prepaid fees.

8.4       Exclusions.  Notwithstanding the provisions of Section 8.1, ATS.work will not be liable to Customer, and Customer will indemnify ATS.work, to the extent that any claim is based on:

a. Any modification to the Service made by or at the direction of Customer.

b. Customer's use of the Service in any unlawful manner or in any manner not authorized under this Agreement.

c. Any claim of infringement or violation of any patent, copyright, trademark, or trade secret in which Customer has a direct pecuniary or other material interest.

d. Any portion of the Service that ATS.work designed solely according to specifications provided by Customer.

8.5       Exclusive Remedy.  

The indemnification remedies outlined in this Section 8 shall serve as the exclusive remedies available to Customer and the sole liability of ATS.work regarding claims of intellectual property infringement or violation.

9. TERM AND TERMINATION

9.1       Term.  Unless terminated earlier according to Section 9.2, this Agreement will remain effective from the Effective Date until the end of the Initial Term specified in the Insertion Order. Following this, the Agreement will automatically renew for additional successive Renewal Terms, as indicated in the Insertion Order, unless one party provides written notice of non-renewal to the other party. Non-renewal necessitates at least 30 days' written notice before the first day of the month in which termination is to occur ("Termination Notice"). The Termination Date will be the first day of the month that is 30 days or later following the receipt of the Termination Notice.

9.2       Termination. Either party has the right to terminate this Agreement if the other party:

a) Commits a material breach of this Agreement, or

b) Becomes insolvent, files voluntarily or involuntarily for bankruptcy, makes an assignment for the benefit of creditors, or appoints or undergoes the appointment of a receiver.

 

9.3       Effect of Termination.  Upon any termination of this Agreement:

(a) Customer must immediately cease using the Service and the Managed Service, and ensure that all Authorized Users also cease usage.

(b) ATS.work reserves the right to immediately deactivate Customer’s account.

(c) Following ninety (90) days after the termination date, ATS.work may destroy Customer’s account and all related data. However, if Customer submits a written request to ATS.work within thirty (30) days from the effective date of termination, ATS.work will grant Customer temporary access to the Service for a period not exceeding five (5) days. This access is solely for the purpose of allowing Customer to retrieve any Customer Data accessible through the Service.

(d) Neither ATS.work nor any client of Customer, who has web beacons, pixels, or similar technology in place, shall be obligated to remove such technology except on web properties owned exclusively by Customer.

9.4       Survival. 

The rights and obligations of the parties under Sections 3, 4, 5.2, 6.7, 7, 8, 9.2, 10, and 11, as well as any obligations to make payments of fees and other amounts accrued prior to termination, shall remain in effect and survive any termination of this Agreement.

10. CONFIDENTIAL INFORMATION

10.1     Confidential Information.  Except as expressly provided herein, the parties agree that the receiving party shall not publish or otherwise disclose, and shall not use for any purpose, any non-public information about the disclosing party’s business or activities that is proprietary and confidential, which:

(a) If disclosed in tangible form, is marked “Confidential” or with other similar designation to indicate its confidential or proprietary nature;

(b) If disclosed orally, is indicated orally to be confidential or proprietary by the disclosing party at the time of such disclosure;

(c) Is confirmed in writing as confidential or proprietary by the disclosing party within a reasonable time after such disclosure; or

(d) By its nature or the circumstances surrounding its disclosure, should reasonably be regarded as confidential (collectively, “Confidential Information”).

Notwithstanding the foregoing, Confidential Information shall not include information that, as demonstrated by written documentation:

 

(a) Was properly in the receiving party’s possession or properly known by it, without restriction, prior to receipt from the disclosing party;

(b) Was rightfully disclosed to the receiving party by a third party without restriction;

(c) Is, or becomes generally available to the public or otherwise part of the public domain, other than through any act or omission of the receiving party (or any subsidiary, agent, or employee of the receiving party) in breach of this Agreement;

(d) Was independently developed by the receiving party without reference to or use of any Confidential Information disclosed by the disclosing party; or

(e) Is approved in writing by the disclosing party for release.

The receiving party shall safeguard the disclosing party’s Confidential Information using at least the degree of care the receiving party uses to protect its most sensitive information, and no less than a reasonable degree of care.

 

10.2     Permitted Disclosures. Notwithstanding the provisions of subsection 10.1, each party may disclose the disclosing party’s Confidential Information solely to the extent such disclosure is reasonably necessary for:

(a) Exercising the rights granted to it and fulfilling its obligations under this Agreement, provided such disclosure is only made to the receiving party’s employees, consultants, or representatives with a need to know such Confidential Information and who are bound by a confidentiality agreement or other duty of confidentiality;

(b) Prosecuting or defending litigation;

(c) Complying with applicable governmental regulations;

(d) Submitting information to tax or other governmental authorities.

If a party is required to make any disclosure of the disclosing party’s Confidential Information in accordance with subsections (i) through (iv) above, to the extent it may legally do so, it will give reasonable advance written notice to the disclosing party of such disclosure, and will use its reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise).

In addition, ATS.work may need to disclose Customer’s Confidential Information in connection with maintaining, servicing, debugging, operating, and upgrading the Service, provided such disclosure is limited to the amount necessary for such maintenance, servicing, debugging, operations, and upgrades.

 

10.3     Return of Confidential Information.  Upon termination of this Agreement for any reason or upon request of the disclosing party at any time, the receiving party will:

(a) Promptly return to the disclosing party the original and all copies of all Confidential Information or, in lieu thereof, certify that all such Confidential Information has been destroyed; and

(b) Destroy all notes and copies thereof made by the receiving party containing any Confidential Information, provided that neither party shall be obligated to return or destroy Confidential Information to the extent necessary to fulfill its obligations and to enforce its rights under the Agreement or to the extent otherwise required by law, regulation, legal, regulatory or judicial process, rule or practice governing professionals or any internal compliance policy or procedure relating to the safeguarding or backup storage of data; provided that any such Confidential Information so not returned or destroyed shall remain subject to the confidentiality and use covenants contained herein, without regard to term.

 

10.4     Remedies for Breach of Confidentiality Obligation.  The parties acknowledge that any violation or potential violation of this Section 10 by the receiving party could result in both financial and irreparable harm to the disclosing party, and monetary damages may not suffice to address such harm adequately. Consequently, in the event of any actual or threatened violation of this Section 10 of the Agreement by the receiving party, the disclosing party reserves the right, in addition to any other available remedies, to seek an injunction (without the need for posting any bond or surety) prohibiting the receiving party from disclosing or utilizing, either wholly or partially, any Confidential Information.

10.5     Date of Effectiveness. The responsibilities outlined in this Section 10 shall come into effect as of the final signature date specified on the Insertion Order.

11. GENERAL PROVISIONS

11.1     Non-Discrimination.   Customer  represents  and  warrants  that  it  will  not  discriminate  against  any employee  or  applicant  for  employment  because  of  race,  color,  religion,  disability,  sex, national origin, age, physical or mental disability, veteran status, or any other unlawful criterion and that it shall comply with all applicable laws against discrimination and all applicable rules, regulations and orders issued thereunder or in implementation thereof including, but not limited to.

11.2     Governing Law; Jurisdiction.  

This Agreement shall be governed by and construed in accordance with the laws of the State of Brussels, without giving effect to its choice of law rules, and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods. This Agreement shall be considered as executed and delivered by both parties in the State of Brussels. The courts of the State of Brussels shall have exclusive jurisdiction over any proceeding to enforce the rights of any party under this Agreement, and each party waives all rights to object to the jurisdiction of such courts because of the inconvenience of the forum.

11.3     Assignment.  This Agreement and the rights granted hereunder shall not be assigned or transferred by Customer without the prior written consent of ATS.work, which consent shall not be unreasonably withheld. Any attempted transfer without such consent shall be void and have no force or effect. However, Customer may assign this Agreement to an entity that acquires all or substantially all of its assets or business without ATS.work’s consent. ATS.work may assign this Agreement, in whole or in part, upon written notice to Customer. Additionally, ATS.work may engage the services of any independent third party to fulfill its obligations under this Agreement, while remaining responsible for such performance. For purposes of this Section, a merger, acquisition, or change of control of Customer shall be deemed to be an assignment. This Agreement shall benefit the parties and their permitted successors and assigns.

11.4      Waivers. Any waiver by a party of any breach of any provision of this Agreement by the other party must be in writing to be effective. Such waiver shall not constitute a waiver of any subsequent breach of the same or any other provision of this Agreement.

11.5     Complete Agreement. The parties agree that this Agreement, including the Insertion Order, constitutes the complete and exclusive statement regarding the subject matter hereof, and it supersedes all prior agreements, understandings, and communications, whether oral or written, between the parties concerning the subject matter of this Agreement. Unless otherwise provided herein, any additional or conflicting terms contained in any standardized form or correspondence from Customer are expressly unenforceable under this Agreement unless such terms and conditions are included in an amendment to this Agreement duly executed by both parties.

11.6     Notices.  Any notice by a party under this Agreement must be in writing and delivered by personal delivery, facsimile, reputable overnight courier (such as Federal Express), or certified mail with postage prepaid and return receipt requested. Notices should be addressed to the other party at the address specified on the Insertion Order or any other address that either party may notify the other of in accordance with this Section 11.6. All notices must be in English and will be considered effective on the date of personal delivery, upon confirmation of a facsimile transmission, one day after deposit with an overnight courier, or five days after deposit in the mail.

11.7    Compliance with Laws.  Each party agrees to comply with (a) all applicable laws and regulations of Belgium, particularly those relevant to the use of software by entities or individuals located abroad, including, but not limited to, any pertinent legislation and regulations as may be issued by the competent authorities; and (b) all relevant foreign laws and regulations, including those related to privacy, and the transmission of information and data.

11.8     Commercial Software.  If the Customer is an agency, department, or other entity of the European Union, or funded in whole or in part by the European Union, or if the Service is acquired by or on behalf of a unit or agency of the European Union, the European Union agrees that the Service is considered "commercial computer software" or "commercial computer software documentation." In the absence of a written agreement to the contrary, the European Union's rights with respect to the Service, including its use, duplication, reproduction, release, modification, disclosure, or transfer, are limited by the terms of this Agreement, pursuant to applicable European Union regulations.

11.9   Publicity.   Each party may issue press releases announcing the relationship outlined in this Agreement, subject to the prior written consent of the other party. ATS.work is permitted to publicly refer to Customer as one of its subscribers and utilize Customer’s name, brand, and/or logo in promotional, sales, public relations, and marketing materials solely for the purpose of identifying Customer as a subscriber.

11.10   Counterpart and Facsimile Signatures.  This Agreement may be executed in two or more counterparts, each of which shall be considered an original, and all counterparts together shall constitute one single instrument. Additionally, this Agreement may be executed by facsimile signature.

11.11   Force Majeure.  Except for the obligation to make payments, neither party shall be held liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, provided that the delayed party: (a) promptly notifies the other party of such cause, and (b) makes reasonable commercial efforts to promptly correct such failure or delay in performance. If ATS.work is unable to provide the Service for a period of thirty (30) consecutive days due to a continuing force majeure event, Customer may cancel the affected service(s).

11.12   Diversity & Inclusion Data.  ATS.work may utilize a third-party image tag on your job advertisements to gather aggregated demographic information about job seekers who click on those advertisements.