Last Modified: June 30, 2026
These terms of use are entered into by and between You ("You" or "Developer") and iCIMS, Inc. ("ICIMS", "we", "us", or "our"). By accessing or using the developer site located at https://developer.ICIMS.com/ (the "Developer Site"), You accept and agree to be bound by these terms of use. If a separate written agreement has been executed between You and ICIMS (such as a Master Partner Agreement or other written contract executed by an authorized representative of ICIMS), the terms of that separate written agreement shall govern and control to the extent of any conflict or inconsistency with these Terms of Use.
The ICIMS Privacy Policy, available at https://www.ICIMS.com/legal/privacy-policy-website; the ICIMS Copyright Policy, available at https://www.ICIMS.com/legal/copyright-policy; the ICIMS Developer Acceptable Use Policy, available at https://developer-community.ICIMS.com/acceptable-use-policy; and the ICIMS Subscriber Data Security Addendum, available at https://www.ICIMS.com/gc (collectively, the "Additional Documentation"), are hereby incorporated into these terms by reference and, together with these terms, constitute the "Terms of Use." Developer is responsible for reviewing the Additional Documentation, and Developer's continued access to or use of the Developer Site constitutes Developer's acceptance of the Additional Documentation as in effect from time to time.
IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE DEVELOPER SITE.
By accessing or using the Developer Site, You represent and warrant to ICIMS that: (a) You are of legal age to form a binding contract with ICIMS in the jurisdiction in which You reside; (b) if You are accessing or using the Developer Site on behalf of any entity, You have the full right, power, and authority to bind such entity to these Terms of Use, and all references to "You" or "Developer" shall refer jointly and severally to You individually and to such entity; (c) You and, if applicable, the entity on whose behalf You are accepting these Terms of Use, satisfy all eligibility requirements set forth in or referenced by these Terms of Use; and (d) Your access to and use of the Developer Site does not violate any applicable law, regulation, or contractual obligation.
1) DEFINITIONS
For purposes of these Terms of Use, the following capitalized terms shall have the meanings set forth below. Other capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to them elsewhere in these Terms of Use.
a) "Confidential Information" means any non-public information of ICIMS or its Subscribers that is designated as confidential or proprietary, or that by its nature is reasonably understood to be confidential or proprietary, including the ICIMS Property, Subscriber Data, technical documentation, API specifications, and any information relating to the ICIMS Subscription, pricing, business plans, customers, or technology. Confidential Information does not include information that: (i) was already known to Developer without restriction before disclosure by ICIMS; (ii) becomes publicly available through no fault of Developer; or (iii) is independently developed by Developer without use of or reference to ICIMS' Confidential Information.
b) "Developer Property" means, collectively, Developer Services, Developer Software, Developer logos, marketing materials, and all materials created by Developer, including documentation, designs, and specifications with respect to any Integration.
c) "Developer Services" means the provision of services by Developer to an ICIMS Subscriber pursuant to a separate agreement between them, including the provision of Developer Software.
d) "Developer Software" means Developer's proprietary software included in the Developer Services, including the ability for Developer Services to integrate with the ICIMS Subscription through batch files, APIs, or web services.
e) "ICIMS Materials" means all logos, trademarks, marketing materials, technical materials, documentation, training materials, customer and prospect lists, and other information and materials of ICIMS or its affiliates.
f) "ICIMS Property" means, collectively, the ICIMS Subscription, ICIMS Software, ICIMS Materials, the Developer Site, ICIMS Web Services, APIs, documentation, and all other materials, data, or information of ICIMS or its affiliates, including all Intellectual Property Rights therein.
g) "ICIMS Subscription" means the provision of services by ICIMS to a Subscriber pursuant to a subscription agreement between them, including the provision of the ICIMS Software.
h) "ICIMS Software" means the proprietary software included in the ICIMS Subscription, including the ICIMS Web Services.
i) "ICIMS Web Services" means the ability for the ICIMS Subscription to integrate with Developer Software through batch files, APIs, or web services.
j) "Including" and variations thereof means "including without limitation."
k) "Integration" means an integration between the ICIMS Subscription and Developer Software via ICIMS Web Services.
l) "Intellectual Property Rights" means any and all rights, title, and interest in patent applications, patents, copyrights, moral rights, database rights, trademarks, service marks, trade secrets, and any and all other intellectual property or proprietary rights recognized under the laws of any jurisdiction.
m) "Losses" means all losses, liabilities, damages, and claims, and all related costs and expenses, including reasonable legal fees and disbursements, costs of investigation, litigation, settlement, judgment, interest, and penalties.
n) "Subscriber" means a customer of ICIMS that has entered into a subscription agreement for the ICIMS Subscription.
o) "Subscriber Data" means electronic data or information submitted by Subscribers to the ICIMS Subscription or to the Developer Services, including any personal data or personally identifiable information contained therein.
2) DEVELOPER SITE ACCESS AND USE
a) Changes to Terms of Use. ICIMS may revise and update these Terms of Use from time to time in its sole and absolute discretion. All changes are effective immediately when posted on the Developer Site. ICIMS has no obligation to notify Developer of any changes. Developer's continued access to or use of the Developer Site following the posting of revised Terms of Use constitutes Developer's acceptance of, and agreement to be bound by, the changes. Developer is solely responsible for checking these Terms of Use each time Developer accesses the Developer Site to ensure Developer is aware of the then-current Terms of Use.
b) Changes to Developer Site. ICIMS reserves the right, at any time and in its sole discretion, to withdraw, amend, modify, suspend, or discontinue the Developer Site, any API, any ICIMS Web Service, or any content, feature, or functionality provided on or through the Developer Site or otherwise, in whole or in part, without notice and without liability to Developer or any third party. ICIMS will not be liable if, for any reason, all or any part of the Developer Site is unavailable at any time or for any period. From time to time, ICIMS may restrict access to some parts of the Developer Site, or to the entire Developer Site, to users, including Developer, at any time and without notice.
c) Non-Exclusive Relationship. These Terms of Use are non-exclusive. Nothing in these Terms of Use shall be construed to limit ICIMS' right to enter into similar or identical relationships with any other third parties, including parties that may be competitors of Developer, or to develop, acquire, market, license, or distribute products or services that are similar to, competitive with, or otherwise overlap with the Developer Services, the Developer Software, or any Integration.
d) Developer Obligations. Developer is solely responsible for:
i) making all arrangements necessary for Developer to have access to the Developer Site, including procuring and maintaining all hardware, software, telecommunications, and internet connections required for such access;
ii) ensuring that all persons who access the Developer Site through Developer's account or internet connection are aware of, and comply with, these Terms of Use;
iii) providing accurate, current, and complete registration information to ICIMS, and promptly updating such information to keep it accurate, current, and complete at all times;
iv) maintaining the security and confidentiality of Developer's account credentials, including any user name, password, API key, token, or other identifier issued by or on behalf of ICIMS;
v) notifying ICIMS immediately, in writing, of any unauthorized access to or use of Developer's account or any other breach or suspected breach of security; and
vi) all activity that occurs under Developer's account, whether or not such activity is authorized by Developer.
e) Account Security. If Developer is provided with a user name, password, API key, token, or other credential as part of ICIMS' security procedures, Developer must treat such information as Confidential Information and must not disclose it to any third party. Developer's account is personal to Developer and may not be shared with, transferred to, or used by any other person or entity. ICIMS has the right to disable any user name, password, API key, token, or other identifier, whether chosen by Developer or provided by ICIMS, at any time, in ICIMS' sole discretion, for any or no reason, including if ICIMS determines, in its sole discretion, that Developer has violated, or may have violated, any provision of these Terms of Use.
f) No Sandbox or Testing Environments. ICIMS does not provide, and has no obligation to provide, any sandbox, testing, demo, staging, or non-production environment under these Terms of Use. Any such environment access requires a separate written agreement with ICIMS and is provided solely at ICIMS' sole discretion. If ICIMS elects, in its sole discretion, to provide Developer with access to any sandbox, testing, demo, staging, or non-production environment, such access is provided strictly on an "AS-IS" and "AS AVAILABLE" basis, without any warranty of any kind, without any service level commitment, support obligation, or guarantee of availability, performance, or data retention, and ICIMS may modify, suspend, or withdraw such access at any time, in its sole discretion, without notice and without liability.
3) INTEGRATION REQUIREMENTS
a) Integration Development. Developer shall securely design, create, develop, test, deploy, and maintain any Integration in strict accordance with the Additional Documentation, all technical specifications, security requirements, and other requirements published on or made available through the Developer Site, and all applicable laws. Developer shall perform such activities in a professional and workmanlike manner, consistent with or exceeding generally accepted industry practices. Developer must obtain ICIMS' prior written approval before representing to any third party, including any Subscriber, that an Integration is completed, certified, validated, approved, or operational. Developer shall not hold itself out as a partner, certified developer, or authorized integrator of ICIMS except as expressly authorized in writing by ICIMS.
b) Integration Approval. ICIMS reserves the right, in its sole and absolute discretion, to review, reject, disable, suspend, remove, or require modification of any Integration at any time, with or without notice, for any reason or no reason, including if ICIMS determines that the Integration:
i) is competitive with, overlaps with, duplicates, or substitutes for any feature, functionality, or service of the ICIMS Subscription or any other ICIMS product or service;
ii) may adversely impact, degrade, or pose a risk to the ICIMS Subscription, any Subscriber, any Subscriber Data, or any ICIMS system, network, or infrastructure;
iii) does not meet ICIMS' quality, security, performance, reliability, or interoperability standards;
iv) violates these Terms of Use, the Additional Documentation, or any applicable law, regulation, or third-party right; or
v) is inconsistent with ICIMS' business interests, strategy, or reputation.
c) ICIMS shall have no liability to Developer or any third party arising from or in connection with the exercise of its rights under this Section 3, and Developer waives any claim for damages, lost profits, lost business, or other compensation arising from any such rejection, suspension, removal, or required modification.
d) Compatibility and Maintenance. Developer is solely responsible, at Developer's sole cost and expense, for modifying, updating, testing, and maintaining the Integration as necessary to maintain compatibility and proper operation with the ICIMS Subscription, the ICIMS Software, the ICIMS Web Services, and any APIs made available by ICIMS. ICIMS may, in its sole discretion and at any time, update, modify, deprecate, replace, or discontinue any API, ICIMS Web Service, endpoint, feature, functionality, or specification, in whole or in part, with or without notice. ICIMS shall have no obligation to maintain backward compatibility or to support any prior version of any API or ICIMS Web Service. If Developer fails to maintain compatibility, fails to implement required updates within any timeframe specified by ICIMS, or otherwise causes the Integration to malfunction or to operate in a manner inconsistent with ICIMS' requirements, ICIMS may immediately suspend, disable, or terminate the Integration without notice and without liability.
e) Support. Developer is solely responsible, at Developer's sole cost and expense, for providing all support, maintenance, training, troubleshooting, error correction, and technical assistance for the Integration, the Developer Services, and the Developer Software, including all first- and second-line support to Subscribers. ICIMS has no obligation whatsoever to provide any support, maintenance, training, or technical assistance to Developer, to any Subscriber, or to any other third party in connection with the Integration, the Developer Services, or the Developer Software. Developer shall not represent or imply to any Subscriber or third party that ICIMS provides any such support. Developer shall promptly escalate to ICIMS any issue identified by Developer that relates to a defect or malfunction in the ICIMS Subscription itself, in accordance with the procedures published on the Developer Site, but ICIMS shall determine in its sole discretion whether and how to address any such escalation.
4) INTELLECTUAL PROPERTY AND OWNERSHIP
a) ICIMS Ownership. As between the parties, ICIMS or its licensors own and shall retain all right, title, and interest in and to the ICIMS Property, including all Intellectual Property Rights therein and all modifications, enhancements, derivative works, and improvements thereto. No rights are granted to Developer with respect to the ICIMS Property except as expressly set forth in these Terms of Use. All rights not expressly granted to Developer are reserved by ICIMS and its licensors. All implied licenses are expressly disclaimed. Developer shall not contest, challenge, or assist any third party in contesting or challenging the validity, enforceability, or ownership of the ICIMS Property or any Intellectual Property Rights therein.
b) Limited License to Developer. Subject to Developer's continued and complete compliance with these Terms of Use, ICIMS grants Developer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Developer Site, the Addition al Documentation, and the ICIMS documentation made available on the Developer Site solely for the internal purpose of developing and maintaining an Integration as expressly contemplated by these Terms of Use. This license is revocable by ICIMS at any time, for any reason or no reason, in ICIMS' sole discretion, with or without notice. No other license, right, or interest in or to any ICIMS Property is granted, by implication, estoppel, or otherwise. Developer shall not exceed the scope of the license granted in this Section 4(b).
c) Feedback and Suggestions. If Developer or any of its employees, agents, or contractors provides ICIMS with any feedback, suggestions, enhancement requests, recommendations, ideas, comments, code, or other input relating to the Developer Site, the ICIMS Property, the ICIMS Subscription, or any Integration (collectively, "Feedback"), Developer hereby grants to ICIMS a perpetual, irrevocable, royalty-free, fully paid-up, worldwide, transferable, sublicensable (through multiple tiers) license to use, reproduce, modify, distribute, display, perform, create derivative works of, commercialize, and otherwise exploit such Feedback for any purpose whatsoever, without restriction and without any obligation of attribution, accounting, or compensation to Developer. Developer acknowledges and agrees that ICIMS may already be developing or may have developed products, services, or features similar to or competitive with any Feedback, and Developer hereby irrevocably waives any claim, demand, or cause of action against ICIMS arising from or relating to ICIMS' use, exploitation, or non-use of any Feedback.
d) Analytics and Server Information. ICIMS may collect, generate, store, and use benchmarking, transactional, performance, diagnostic, telemetry, and usage data and metadata relating to the Integration, the Developer Services, and Developer's access to and use of the Developer Site and ICIMS Web Services (collectively, "Server Information"). As between the parties, ICIMS owns and retains all right, title, and interest, including all Intellectual Property Rights, in and to the Server Information, which shall be deemed ICIMS' Confidential Information. ICIMS may use, reproduce, modify, disclose, and otherwise exploit the Server Information for any lawful purpose, including for product development and improvement, analytics, benchmarking, security, troubleshooting, and the creation of aggregated or de-identified data sets.
e) Monitoring. Without limiting the foregoing, ICIMS may monitor, collect, log, inspect, analyze, and use information relating to API calls, API traffic, request and response metadata, payload metadata, error messages, authentication events, authorization events, credential usage, access patterns, Integration behavior, performance, availability, latency, throughput, rate-limit activity, configuration, and other technical or operational information relating to Developer’s access to or use of the Developer Site, ICIMS Web Services, APIs, ICIMS Software, ICIMS Subscription, or any Integration. ICIMS may use such information to protect ICIMS, Subscribers, Subscriber Data, the ICIMS platform, and ICIMS systems; operate, maintain, improve, secure, troubleshoot, and support the Developer Site, ICIMS Web Services, APIs, ICIMS Software, ICIMS Subscription, and Integrations; verify compliance with these Terms of Use; investigate suspected misuse, fraud, security incidents, or violations of law; and enforce ICIMS’ rights. ICIMS’ monitoring rights do not create any obligation or duty for ICIMS to monitor, detect, prevent, investigate, remediate, or notify any person of Developer’s misconduct, unauthorized activity, security vulnerability, legal non-compliance, or breach of these Terms of Use, and Developer remains solely responsible for its acts, omissions, systems, personnel, Integration, Developer Services, Developer Software, and use of Subscriber Data.
f) ICIMS Marks. Developer shall not use any of ICIMS' names, logos, trademarks, service marks, trade dress, trade names, or other ICIMS Materials without ICIMS' prior written consent in each instance, which ICIMS may grant, condition, withhold, or revoke in its sole discretion. Any permitted use shall be in strict accordance with ICIMS' then-current trademark usage guidelines and shall inure solely to the benefit of ICIMS. ICIMS may, at any time and in its sole discretion, object to and prohibit any use of its names, logos, trademarks, or other ICIMS Materials, and Developer shall promptly cease any such use upon ICIMS' request. Developer obtains no right, license, or interest to promote, market, or otherwise represent itself, the Developer Services, the Developer Software, or any Integration as being endorsed, certified, sponsored, approved, or affiliated with ICIMS.
g) Publicity. Developer shall not issue any press release, public announcement, social media post, customer communication, marketing material, case study, or other public statement that references, names, or identifies ICIMS, its affiliates, the ICIMS Subscription, the ICIMS Property, any Subscriber, or any Integration without ICIMS' prior written approval in each instance, which ICIMS may grant, condition, or withhold in its sole discretion. Developer shall promptly remove or retract any such material upon ICIMS' request.
5) CONFIDENTIALITY
a) Confidentiality Obligations. Developer acknowledges that, in connection with its access to and use of the Developer Site and its performance under these Terms of Use, Developer may have access to Confidential Information. Developer shall: (a) maintain the confidentiality of all Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than as strictly necessary to develop, test, and maintain the Integration in accordance with these Terms of Use; (c) not disclose Confidential Information to any third party except to Developer's employees, agents, or consultants who have a bona fide need to know such Confidential Information for the purposes permitted under these Terms of Use and who are bound by written confidentiality obligations at least as protective of the Confidential Information as those set forth herein; and (d) promptly notify ICIMS in writing of any unauthorized access to, use of, or disclosure of Confidential Information of which Developer becomes aware. Developer shall be fully responsible and liable for any breach of this Section 5 by any of its employees, agents, consultants, or other representatives.
b) Compelled Disclosure. If Developer is compelled by judicial, administrative, or governmental order, subpoena, or other legal process to disclose any Confidential Information, Developer shall, to the extent legally permitted: (a) provide ICIMS with prompt prior written notice of such compelled disclosure so that ICIMS may seek a protective order or other appropriate remedy or, in ICIMS' sole discretion, waive compliance with the provisions of this Section 5; (b) reasonably cooperate with ICIMS, at ICIMS' request and expense, in any effort by ICIMS to seek a protective order or other appropriate remedy; and (c) disclose only that portion of the Confidential Information that Developer is legally required to disclose and use commercially reasonable efforts to obtain assurances that confidential treatment will be afforded to such Confidential Information. Any disclosure made pursuant to this Section 5(b) shall not relieve Developer of its other obligations under these Terms of Use with respect to such Confidential Information.
c) Return or Destruction. Upon termination or expiration of these Terms of Use, or upon ICIMS' written request at any time and for any reason, Developer shall immediately cease all use of, and shall return to ICIMS or, at ICIMS' election, destroy, all Confidential Information in Developer's possession, custody, or control, including all copies, extracts, summaries, and derivatives thereof in any form or medium. Within ten (10) days following such termination, expiration, or request, Developer shall provide ICIMS with a written certification, signed by an authorized officer of Developer, attesting that Developer has fully complied with the requirements of this Section 5(c). Notwithstanding the return or destruction of Confidential Information, Developer's obligations under this Section 5 shall continue in full force and effect with respect to all Confidential Information.
d) No License. Nothing in this Section 5 or in these Terms of Use shall be construed to grant Developer any license, ownership, or other right, title, or interest in or to any Confidential Information, by implication, estoppel, or otherwise, except as expressly set forth herein. All Confidential Information shall remain the sole and exclusive property of ICIMS or its Subscribers, as applicable.
e) Equitable Remedies. Developer acknowledges and agrees that any unauthorized use or disclosure of Confidential Information would cause ICIMS irreparable harm for which monetary damages would be inadequate, and that ICIMS shall be entitled to seek injunctive and other equitable relief, without the requirement of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity.
6) DATA PRIVACY AND SECURITY
a) Subscriber Data Obligations. Developer represents, warrants, and covenants that, to the extent the Integration, Developer Services, or Developer Software access, store, process, or transmit Subscriber Data, Developer shall:
i) access only the minimum Subscriber Data strictly necessary to provide the Integration functionality expressly authorized by the applicable Subscriber;
ii) not modify, alter, corrupt, delete, or otherwise impair the integrity of any Subscriber Data;
iii) not sell, rent, lease, license, sublicense, disclose, or otherwise make available any Subscriber Data to any third party;
iv) not use Subscriber Data for any purpose other than providing the Integration functionality expressly authorized by, and solely for the benefit of, the applicable Subscriber;
v) not use, input, ingest, or otherwise process Subscriber Data to develop, train, fine-tune, validate, evaluate, or improve any artificial intelligence, machine learning, large language, or other automated model or algorithm, in each case without ICIMS' express prior written consent (which may be withheld in ICIMS' sole discretion);
vi) comply with all applicable data protection, privacy, and information security laws, rules, and regulations, including the EU General Data Protection Regulation (GDPR), the UK GDPR, the California Consumer Privacy Act (as amended by the California Privacy Rights Act) (CCPA/CPRA), and all other applicable U.S. state and international privacy laws, with respect to any personal data accessed, processed, or transmitted in connection with the Integration; and
vii) where required by applicable law, enter into and abide by data processing addenda, standard contractual clauses, or equivalent data transfer mechanisms as reasonably required by ICIMS or the applicable Subscriber.
b) Data Security Standards. Developer shall implement, maintain, and enforce a written information security program that includes administrative, physical, technical, and organizational safeguards designed to ensure the security, confidentiality, availability, and integrity of Subscriber Data and Confidential Information and to protect against any anticipated threats or hazards thereto and against unauthorized access, acquisition, use, disclosure, alteration, loss, or destruction. Such safeguards shall, at a minimum, (a) be no less rigorous than those set forth in the ICIMS Subscriber Data Security Addendum available at https://www.ICIMS.com/gc and (b) comply with prevailing industry standards, including SOC 2 Type II, ISO/IEC 27001, or a substantially equivalent recognized framework. Upon ICIMS' request, Developer shall promptly provide ICIMS with a copy of Developer's then-current SOC 2 Type II report, ISO/IEC 27001 certification, or other comparable third-party audit report.
c) Security Incidents. If Developer knows, suspects, or has reason to believe that any unauthorized or unlawful access to, acquisition of, use of, disclosure of, alteration of, loss of, or destruction of Subscriber Data or Confidential Information has occurred or is reasonably likely to have occurred (a "Security Incident"), Developer shall:
i) notify ICIMS in writing at the address set forth in Section 12.(and by email to generalcounsel@ICIMS.com or such other address as ICIMS may designate) within twenty-four (24) hours after becoming aware of the Security Incident;
ii) provide ICIMS with a detailed written description of the Security Incident, including the nature and scope of the incident, the data and systems affected, the individuals or entities affected, the suspected cause, and Developer's proposed containment, remediation, and mitigation steps;
iii) take all necessary and appropriate steps to investigate, contain, remediate, and mitigate the Security Incident and to prevent any recurrence, in each case at Developer's sole cost and expense;
iv) cooperate fully with ICIMS' (and any affected Subscriber's) investigation, response, notification, and remediation efforts, including by providing such information, access, and assistance as ICIMS may reasonably request;
v) preserve all evidence relating to the Security Incident in accordance with applicable law and forensic best practices; and
vi) deliver to ICIMS a final written root cause analysis and resolution report within one (1) week after resolution of the Security Incident.
d) Developer shall not make, publish, or disclose any notification, communication, or public statement to any Subscriber, data subject, regulatory authority, or other third party regarding any Security Incident that references or implicates ICIMS, the ICIMS Subscription, or any Subscriber without ICIMS' prior written consent, except to the extent strictly required by applicable law (in which case Developer shall provide ICIMS with the maximum advance notice and opportunity to review and comment as is legally permissible). Developer shall reimburse ICIMS for all costs and expenses incurred by ICIMS in connection with any Security Incident caused by or attributable to Developer, including the costs of investigation, notification, credit monitoring, regulatory response, and remediation.
e) Security Assessments. ICIMS, or a qualified third party selected by ICIMS, may conduct security and privacy assessments of the Integration, Developer Software, Developer Services, and Developer's information security program at any time upon reasonable prior notice (and without notice in the event of a suspected Security Incident or material breach of these Terms of Use). Such assessments may include documentation and information requests, questionnaires, interviews of Developer personnel, on-site or remote inspections, security testing, network and application penetration testing, and vulnerability assessments. Developer shall cooperate fully with each such assessment and shall promptly remediate, at Developer's sole cost and expense, any deficiencies, vulnerabilities, or non-compliance identified by ICIMS within the timeframes specified by ICIMS.
f) Subscriber Notification. Where applicable, Developer shall clearly and conspicuously notify each applicable Subscriber, in advance and in writing, that Subscriber Data may be transmitted, accessed, stored, or processed outside the ICIMS Subscription and Developer Services in connection with the Integration, and shall obtain all consents, authorizations, and approvals from such Subscribers (and, where applicable, from the underlying data subjects) as may be required under applicable law or the Subscriber's agreement with ICIMS. Developer shall not represent, expressly or by implication, that ICIMS is responsible for, or has approved, the privacy or security practices of Developer, the Integration, the Developer Services, or the Developer Software.
7) RESTRICTIONS
a) Prohibited Activities. Developer shall not, and shall not permit, authorize, or assist any third party (including any employee, agent, contractor, affiliate, or end user of Developer) to use, access, or operate the Developer Site, the ICIMS Web Services, the APIs, or any Integration in any manner that violates any applicable law, rule, regulation, or order, the Acceptable Use Policy, any other Additional Documentation, or any provision of these Terms of Use, or to engage in any of the following activities with respect to the Developer Site, the ICIMS Web Services, the APIs, or any other ICIMS Property:
i) Access, download, or use the Developer Site, the ICIMS Web Services, the APIs, or any other ICIMS Property if Developer is, or is acting on behalf of or for the benefit of, a direct or indirect competitor of ICIMS, or for purposes of benchmarking, competitive analysis, monitoring availability, performance, or functionality, or for any other competitive purpose, or use the Developer Site, the ICIMS Web Services, the APIs, or any other ICIMS Property to develop, build, design, train, or support any product, service, software, model, or offering that is competitive with, or substantially similar to, any ICIMS product or service, or to copy, replicate, or imitate any ideas, features, functions, user interfaces, workflows, or graphics of any ICIMS Property;
ii) Scrape, crawl, spider, harvest, index, mirror, or otherwise use any robot, bot, script, data-mining tool, or other automated means or interface not expressly provided or authorized by ICIMS to access the Developer Site or to extract, collect, aggregate, or compile any data, content, or information from the Developer Site, except through documented and authorized API usage in accordance with these Terms of Use; or
iii) Reverse engineer, decompile, disassemble, decode, modify, adapt, translate, or otherwise attempt to derive or discover the source code, object code, underlying structure, ideas, algorithms, file formats, non-public APIs, trade secrets, or technical implementation of any Developer Site, ICIMS Web Services, APIs, ICIMS Software, ICIMS Subscription, or other ICIMS Property, except to the limited extent such restriction is expressly prohibited by applicable law. Developer shall not, and shall not permit, authorize, or assist any third party to: (A) bypass, circumvent, disable, interfere with, or defeat any access control, authentication mechanism, rate limit, security control, usage restriction, monitoring tool, or other protection used by ICIMS; (B) probe, scan, test, assess, benchmark, stress test, load test, penetration test, or conduct vulnerability testing of any ICIMS system, network, application, API, endpoint, infrastructure, or environment without ICIMS’ express prior written authorization in each instance; (C) engage in credential stuffing, password spraying, token replay, session hijacking, phishing, social engineering, or other activity intended to obtain unauthorized access to any ICIMS account, credential, system, or data; (D) introduce, transmit, upload, or otherwise make available any virus, worm, Trojan horse, time bomb, malware, ransomware, spyware, back door, disabling device, harmful code, or other malicious or destructive routine; (E) interfere with, disrupt, degrade, overload, impair, or adversely affect the availability, integrity, performance, operation, or security of the Developer Site, ICIMS Web Services, APIs, ICIMS Software, ICIMS Subscription, any ICIMS system, or any Subscriber system or data; or (F) access or attempt to access any ICIMS Property, Subscriber Data, account, system, network, or environment except as expressly authorized by ICIMS and the applicable Subscriber under these Terms of Use.
b) Enforcement. Without limiting any other right or remedy available to ICIMS, any violation or suspected violation of this Section 7 shall constitute a material breach of these Terms of Use and shall entitle ICIMS to immediately suspend, disable, or terminate Developer's access to the Developer Site, any API, any ICIMS Web Service, and any Integration, in whole or in part, without notice and in ICIMS' sole discretion, in addition to pursuing any other remedies available at law or in equity.
8) WARRANTIES AND REPRESENTATIONS
a) Developer Warranties. Developer represents, warrants, and covenants to ICIMS that:
i) Developer's performance of its obligations under these Terms of Use shall be provided without material defect, consistent with or exceeding generally accepted industry practices, and in a timely, professional, and workmanlike manner by personnel possessing the requisite skill, training, and experience;
ii) Developer's performance of its obligations under these Terms of Use, the Developer Property, the Developer Services, and the Integration shall comply with all applicable federal, state, local, foreign, and international laws, rules, regulations, and ordinances;
iii) Developer shall comply with all applicable U.S. and foreign export and re-export control laws and regulations, economic and trade sanctions laws (including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce's Bureau of Industry and Security (BIS)), and denied-party, restricted-party, and debarred-party lists;
iv) Neither Developer nor any of its parents, subsidiaries, affiliates, principals, officers, directors, or employees is (i) listed on any U.S. or international sanctions, embargo, denied-party, restricted-party, or debarred-party list, including those maintained by OFAC, BIS, the U.S. Department of State, the United Nations Security Council, the European Union, the United Kingdom, or any equivalent foreign governmental authority, or (ii) owned or controlled by, or acting on behalf of, any such listed person or entity;
v) Developer shall comply, and shall cause its personnel and agents to comply, with all applicable anti-bribery, anti-corruption, and anti-money-laundering laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010, and shall not directly or indirectly offer, promise, give, or authorize the giving of anything of value to any government official or other person to obtain or retain any improper advantage in connection with these Terms of Use;
vi) Developer's performance of its obligations under these Terms of Use, the Developer Property, the Developer Services, the Developer Software, and the Integration do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, privacy rights, publicity rights, or other rights of any third party;
vii) Developer is the sole and exclusive owner of all Developer Property used in connection with these Terms of Use, or otherwise has all rights, licenses, consents, permissions, and authority necessary to use the Developer Property and to grant ICIMS, its affiliates, and Subscribers the rights and licenses set forth in these Terms of Use, free and clear of any liens, claims, or encumbrances;
viii) Developer shall use commercially available, industry-standard software and processes to detect, prevent, and remove from the Developer Property and the Integration any virus, worm, Trojan horse, time bomb, lock, drop-dead device, back door, spyware, ransomware, or other malicious, disabling, or harmful code or routine designed or intended to damage, destroy, disable, alter, disrupt, surreptitiously intercept or expropriate, or otherwise adversely affect any software, hardware, system, network, or data;
ix) If the Integration, the Developer Services, or the Developer Software uses, incorporates, or relies upon any form of artificial intelligence, machine learning, generative model, large language model, automated decision-making, or algorithmic profiling, Developer shall (i) disclose such use in writing to ICIMS and to each applicable Subscriber prior to deployment, (ii) provide reasonably detailed information regarding the nature, purpose, training data sources, and outputs of such functionality upon ICIMS' request, and (iii) comply with all applicable laws, regulations, and guidance governing such functionality, including the EU Artificial Intelligence Act and any analogous U.S. federal, state, or foreign laws, in connection with the Integration; and
x) Developer has not relied on any representation, warranty, statement, or assurance, whether oral or written, made by ICIMS or any of its representatives that is not expressly set forth in these Terms of Use.
b) DISCLAIMER. THE DEVELOPER SITE, ICIMS WEB SERVICES, APIS, ICIMS SOFTWARE, ICIMS SUBSCRIPTION, AND ALL OTHER ICIMS PROPERTY, AND ALL CONTENT, MATERIALS, DOCUMENTATION, INFORMATION, AND SERVICES MADE AVAILABLE ON OR THROUGH THE DEVELOPER SITE, ARE PROVIDED TO DEVELOPER STRICTLY ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ICIMS, ON BEHALF OF ITSELF, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ICIMS DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS ANY WARRANTY, THAT (A) THE DEVELOPER SITE, ICIMS WEB SERVICES, APIS, OR ANY OTHER ICIMS PROPERTY WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) THE DEVELOPER SITE OR ANY ICIMS PROPERTY WILL MEET DEVELOPER'S REQUIREMENTS OR EXPECTATIONS; OR (D) ANY RESULTS, DATA, OR INFORMATION OBTAINED FROM USE OF THE DEVELOPER SITE OR ANY ICIMS PROPERTY WILL BE ACCURATE, COMPLETE, OR RELIABLE. DEVELOPER'S USE OF THE DEVELOPER SITE AND ANY ICIMS PROPERTY IS AT DEVELOPER'S SOLE AND EXCLUSIVE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY DEVELOPER FROM ICIMS OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. IF ANY OF THE EXCLUSIONS OR DISCLAIMERS SET FORTH IN THIS SECTION 8.2 IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL IMPLIED WARRANTIES AND CONDITIONS SHALL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF DEVELOPER'S FIRST ACCESS TO THE DEVELOPER SITE, AND NO WARRANTIES OR CONDITIONS SHALL APPLY AFTER THAT PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO DEVELOPER; IN SUCH JURISDICTIONS, ICIMS' WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9) INDEMNIFICATION
a) Developer Indemnification. Developer shall indemnify, defend, and hold harmless ICIMS, its affiliates, and their respective officers, directors, employees, agents, representatives, Subscribers, successors, and assigns (collectively, the "ICIMS Indemnitees") from and against any and all Losses arising from or in connection with any third-party claim, demand, action, suit, or proceeding (each, a "Claim") related to or arising out of:
i) Developer's actual or alleged breach of these Terms of Use, including any breach of any representation, warranty, covenant, or obligation set forth herein, or performance or non-performance of its obligations;
ii) any actual or alleged infringement, misappropriation, or violation by the Integration, Developer Services, Developer Software, or any other Developer Property of any Intellectual Property Rights or other proprietary rights of any third party;
iii) Developer's access to or use of the Developer Site, ICIMS Web Services, APIs, or any other ICIMS Property;
iv) Developer's gross negligence, willful misconduct, fraud, or intentional misconduct;
v) Developer's violation of any applicable law, statute, rule, or regulation, including data protection and privacy laws (such as the GDPR and CCPA), anti-bribery and anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act), export control laws, and economic sanctions laws (including OFAC);
vi) any unauthorized access to, use of, disclosure of, loss of, alteration of, or destruction of Subscriber Data or Confidential Information caused by, attributable to, or arising in connection with Developer, the Integration, the Developer Services, the Developer Software, or any of Developer's personnel, agents, contractors, or systems;
vii) any Claim brought by a Subscriber, end user, data subject, or other third party arising from or in connection with the Integration, the Developer Services, the Developer Software, or any acts or omissions of Developer;
viii) any Claim arising from or in connection with Developer's use of artificial intelligence, machine learning, or automated decision-making technologies in or in connection with the Integration; and
ix) regulatory investigations, subpoenas, audits, enforcement actions, and first-party losses arising from Developer’s breach, AI use, security incident, unlawful processing, or misrepresentation.
b) No Indemnification of Developer. For the avoidance of doubt, ICIMS has no obligation under these Terms of Use to indemnify, defend, or hold harmless Developer or any of its affiliates, officers, directors, employees, agents, customers, or other representatives from or against any Claim or Losses of any kind. Developer expressly waives any right to indemnification, defense, or hold-harmless protection from ICIMS under these Terms of Use, whether arising in contract, tort, statute, or otherwise.
c) Indemnification Procedure. ICIMS shall provide Developer with written notice of any Claim for which indemnification is sought under this Section 9; provided, however, that any failure or delay by ICIMS in providing such notice shall not relieve Developer of its indemnification obligations hereunder except to the extent that Developer is materially prejudiced by such failure or delay. Developer shall, at its sole cost and expense, promptly assume the defense of such Claim using counsel reasonably satisfactory to ICIMS. ICIMS shall have the right, but not the obligation, to participate in the defense of any such Claim with counsel of its own choosing at its own expense. Developer shall not consent to the entry of any judgment or enter into any settlement or compromise of any Claim without ICIMS' prior written consent (which ICIMS may withhold in its sole discretion) if such judgment, settlement, or compromise: (a) imposes any obligation, restriction, liability, or payment on any ICIMS Indemnitee; (b) admits or implies any fault, liability, or wrongdoing on the part of any ICIMS Indemnitee; (c) requires any ICIMS Indemnitee to take or refrain from taking any action; or (d) does not include a complete and unconditional release of all ICIMS Indemnitees from all liability with respect to such Claim. Developer shall keep ICIMS reasonably informed of the status of any Claim and shall reasonably cooperate with ICIMS in connection with the defense and resolution thereof.
10) LIMITATION OF LIABILITY
a) NO DAMAGES. IN NO EVENT WILL ICIMS, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH DEVELOPER'S USE, OR INABILITY TO USE, THE DEVELOPER SITE, ANY ICIMS PROPERTY, ANY API, ANY ICIMS WEB SERVICE, ANY INTEGRATION, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE DEVELOPER SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, COSTS OF SUBSTITUTE GOODS OR SERVICES, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF ICIMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b) AGGREGATE CAP. WITHOUT LIMITING THE FOREGOING, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF ICIMS, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE DEVELOPER SITE, ANY ICIMS PROPERTY, OR ANY INTEGRATION, REGARDLESS OF THE FORM OR THEORY OF ACTION, EXCEED ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS OF USE WILL NOT ENLARGE OR EXTEND THIS LIMITATION.
c) EXCEPTIONS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO DEVELOPER. IN SUCH JURISDICTIONS, ICIMS' LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
d) ESSENTIAL BASIS. DEVELOPER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY, EXCLUSIONS OF DAMAGES, AND DISCLAIMERS OF WARRANTIES SET FORTH IN THESE TERMS OF USE FORM AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN ICIMS AND DEVELOPER, REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES, AND SHALL APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. ICIMS WOULD NOT PROVIDE THE DEVELOPER SITE, THE APIS, THE ICIMS WEB SERVICES, OR ANY OTHER ICIMS PROPERTY TO DEVELOPER WITHOUT THESE LIMITATIONS.
e) Developer Liability Not Limited. No limitation of liability, exclusion of damages, cap, waiver, or other limitation set forth in these Terms of Use applies to Developer’s obligations or liability. Developer’s obligations for confidentiality, data protection, security, indemnification, intellectual property, misuse of ICIMS Property, Security Incidents, violation of law, fraud, willful misconduct, or gross negligence are uncapped.
11) TERMINATION
a) Termination by ICIMS. ICIMS may terminate Developer's access to the Developer Site, the ICIMS Subscription, the ICIMS Web Services, and/or these Terms of Use at any time, for any reason or no reason, with or without notice, in ICIMS' sole discretion. Developer acknowledges and agrees that ICIMS shall have no liability whatsoever to Developer or to any third party as a result of any such termination.
b) Suspension. Without limiting Section 11(a), ICIMS may immediately suspend or disable Developer's access to the Developer Site, any API, any ICIMS Web Service, or any Integration, in whole or in part, without notice and without liability, if ICIMS determines in its sole discretion that: (a) Developer has violated, or may have violated, any provision of these Terms of Use or any Additional Documentation; (b) the Integration may adversely impact the ICIMS Subscription, any Subscriber, any ICIMS system, or the security or integrity of any data; (c) continued access poses a security, legal, regulatory, or reputational risk to ICIMS or any Subscriber; or (d) suspension is necessary to comply with applicable law, a governmental order, or a request from any judicial, regulatory, or law enforcement authority. Suspension under this Section 11(b) shall not constitute a waiver of, or limitation on, ICIMS' right to terminate these Terms of Use under Section 11(a).
c) Effect of Termination. Upon termination or expiration of these Terms of Use for any reason: (a) all licenses, rights, and authorizations granted to Developer under these Terms of Use shall immediately terminate and revert to ICIMS; (b) Developer shall immediately cease all access to and use of the Developer Site, ICIMS Web Services, APIs, and all other ICIMS Property; (c) Developer shall, in accordance with Section 5, immediately return to ICIMS or destroy all Confidential Information, ICIMS Property, and ICIMS Materials in Developer's possession or control, and shall certify such return or destruction in writing to ICIMS within ten (10) days following termination; (d) Developer shall promptly remove all references to ICIMS, the ICIMS Subscription, and any Integration from Developer's website, marketing materials, product listings, documentation, and other communications; (e) ICIMS may, in its sole discretion, permanently disable, remove, or delete any Integration, application, code, content, or materials hosted on, connected to, or interoperating with ICIMS' platform or any ICIMS system; and (f) Developer shall remain liable for all obligations accrued prior to the effective date of termination, including all indemnification, confidentiality, and data protection obligations.
d) No Termination Compensation. Developer expressly acknowledges and agrees that ICIMS shall not be liable to Developer or to any third party for any termination, suspension, or disabling of Developer's access to the Developer Site, any API, any ICIMS Web Service, or any Integration. Developer hereby irrevocably waives any and all claims, demands, causes of action, damages, costs, expenses, and losses (including lost profits, lost revenue, lost goodwill, loss of business opportunity, reliance damages, and recoupment of investment or development costs) arising from or related to any such termination or suspension, regardless of the reason therefor and regardless of whether such termination or suspension is with or without cause, with or without notice, and irrespective of any course of dealing between the parties.
e) Survival. The following provisions, together with any other provision that by its nature is intended to survive, shall survive any termination or expiration of these Terms of Use: Section 1 (Definitions); Section 4 (Intellectual Property and Ownership); Section 5 (Confidentiality); Section 6 (Data Privacy and Security); Section 7 (Restrictions); Section 8 (Warranties and Representations), including Section 8.2 (Disclaimer); Section 9 (Indemnification); Section 10 (Limitation of Liability); Section 11(c) (Effect of Termination); Section 11(d) (No Termination Compensation); this Section 11(e) (Survival); and Section 12 (General).
12) GENERAL
a) Equitable Relief. Developer acknowledges and agrees that any violation of Sections 4 (Intellectual Property and Ownership), 5 (Confidentiality), 6 (Data Privacy and Security), or 7 (Restrictions) may cause ICIMS irreparable injury not compensable by money damages alone. Accordingly, ICIMS may seek injunctive or other equitable relief (without the requirement of posting a bond or other security and without proving actual damages) to enforce such provisions or to prevent or curtail any threatened or actual breach, in addition to any other rights and remedies available to ICIMS at law or in equity.
b) Governing Law and Dispute Resolution. These Terms of Use shall be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules. Developer hereby consents to the exclusive jurisdiction of the state and federal courts located in New Jersey for the adjudication of any dispute arising out of or relating to these Terms of Use. At ICIMS' sole discretion, ICIMS may require Developer to submit any dispute arising from these Terms of Use or Developer's use of or access to the Developer Site, including disputes arising from or concerning interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law, with the arbitration to be held in Holmdel, New Jersey. ANY CAUSE OF ACTION OR CLAIM DEVELOPER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR DEVELOPER'S USE OF OR ACCESS TO THE DEVELOPER SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
c) Assignment. Developer may not assign, transfer, delegate, or subcontract any of its rights or obligations under these Terms of Use, by operation of law or otherwise, without ICIMS' prior written consent. Any attempted assignment, transfer, delegation, or subcontract in violation of this Section is null and void. A change of control of Developer, whether by merger, acquisition, sale of substantially all assets, or otherwise, shall be deemed an assignment requiring ICIMS' prior written consent. ICIMS may freely assign, transfer, or delegate these Terms of Use or any of its rights or obligations hereunder, in whole or in part, without restriction and without notice to or consent of Developer.
d) Waiver and Severability. No waiver by ICIMS of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of ICIMS to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, such provision shall be severed from these Terms of Use, and the remaining provisions shall continue in full force and effect.
e) Relationship of Parties. The parties are independent contractors. Nothing in these Terms of Use shall be construed to create an employment, partnership, joint venture, fiduciary, agency, or franchise relationship between the parties. Neither party has any authority to bind the other or to incur any obligation on behalf of the other.
f) Force Majeure. ICIMS shall not be liable for any failure or delay in performing its obligations under these Terms of Use due to causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, labor disputes, governmental actions or orders, embargoes, power failures, internet or telecommunications failures, denial-of-service attacks, or cyberattacks.
g) Entire Agreement. These Terms of Use, together with the Additional Documentation incorporated by reference herein, constitute the sole and entire agreement between Developer and ICIMS with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, agreements, proposals, representations, and warranties, both written and oral, with respect to such subject matter. No modification, amendment, or waiver of any provision of these Terms of Use shall be effective unless made by ICIMS through an update to these Terms of Use posted on the Developer Site, or in a writing signed by an authorized representative of ICIMS. Any terms or conditions contained in any Developer purchase order, acknowledgment, or other document issued by Developer are expressly rejected and shall be of no force or effect.
h) No Third-Party Beneficiaries. These Terms of Use are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and do not create or confer any rights, benefits, or remedies in or upon any third party, except that ICIMS' affiliates and Subscribers are intended third-party beneficiaries of Developer's obligations hereunder and shall be entitled to enforce such obligations directly against Developer.
i) Notices. Any notice from Developer to ICIMS under these Terms of Use must be sent in writing to: ICIMS, Inc., 101 Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733, Attn: Legal Department. Notices shall be deemed given upon receipt. ICIMS may provide notices to Developer by posting on the Developer Site, by email to the address associated with Developer's account, or by any other reasonable means, and any such notice shall be deemed given when posted or sent.
j) Insurance. Developer shall maintain, at its sole expense and throughout the term of these Terms of Use, commercially reasonable insurance coverage, including (a) commercial general liability insurance and (b) technology errors and omissions / cyber liability insurance, in each case with coverage limits appropriate to the nature and scope of Developer's activities under these Terms of Use. Upon ICIMS' request, Developer shall promptly provide ICIMS with certificates of insurance evidencing such coverage. Developer's maintenance of insurance shall not limit, reduce, or relieve Developer of any liability or obligation under these Terms of Use.
k) User Contributions. The Developer Site may contain message boards, forums, comment features, or other interactive features that allow users to post, submit, publish, display, or transmit content or materials (collectively, "User Contributions"). All User Contributions must comply with these Terms of Use, the Acceptable Use Policy, and all applicable laws. Any User Contribution posted to the Developer Site will be considered non-confidential and non-proprietary. By posting, submitting, or transmitting any User Contribution, Developer hereby grants to ICIMS and its affiliates a perpetual, irrevocable, royalty-free, fully paid-up, worldwide, transferable, sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works of, perform, display, distribute, and otherwise disclose and exploit such User Contribution for any purpose, in any media now known or hereafter developed, without restriction, attribution, or compensation. Developer represents and warrants that Developer owns or controls all rights in and to the User Contributions and has the right to grant the foregoing license, and that all User Contributions comply and will comply with these Terms of Use. Developer is solely responsible for Developer's User Contributions, including the legality, reliability, accuracy, and appropriateness thereof. Neither ICIMS nor its affiliates shall have any responsibility or liability to any third party for the content or accuracy of any User Contributions posted by Developer or any other user of the Developer Site. User Contributions must not: (a) contain any defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material; (b) promote sexually explicit material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or any other protected characteristic; (c) infringe any patent, trademark, trade secret, copyright, or other Intellectual Property Rights of any other person; (d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations; (e) be likely to deceive any person; (f) promote any illegal activity, or advocate, promote, or assist any unlawful act; (g) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; (h) impersonate any person, or misrepresent Developer's identity or affiliation with any person or organization; (i) involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising not authorized by ICIMS; or (j) give the impression that they emanate from or are endorsed by ICIMS or any other person or entity, if this is not the case.
l) Content Standards and Moderation. ICIMS has the right, in its sole discretion and without notice, to (a) remove, edit, refuse to post, or disable access to any User Contribution for any reason or no reason; (b) take any action with respect to any User Contribution that ICIMS deems necessary or appropriate, including if ICIMS believes that such User Contribution violates these Terms of Use, infringes any Intellectual Property Right or other right of any person or entity, threatens the personal safety of users of the Developer Site or the public, or could create liability for ICIMS; (c) disclose Developer's identity, account information, or any other information about Developer to any third party who claims that material posted by Developer violates their rights, including their Intellectual Property Rights or right to privacy; (d) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Developer Site; and (e) terminate or suspend Developer's access to all or any part of the Developer Site for any or no reason. Without limiting the foregoing, ICIMS has the right to fully cooperate with any law enforcement authorities or court order requesting or directing ICIMS to disclose the identity or other information of anyone posting any materials on or through the Developer Site. DEVELOPER WAIVES AND HOLDS HARMLESS ICIMS AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ICIMS OR ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER ICIMS OR LAW ENFORCEMENT AUTHORITIES. ICIMS undertakes no obligation to review, monitor, or remove User Contributions, and assumes no responsibility or liability for any User Contributions or for any action or inaction regarding transmissions, communications, or content provided by any user or third party.