Terms of Service

2.1 License Grant

Subject to these Terms and timely payment of applicable fees, VentaHR grants the Agency a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the Subscription term solely for the Agency's internal business operations as a staffing or recruiting organization.

2.2 Multi-Tenant Environment

The Platform operates as a multi-tenant SaaS system. Each Agency maintains a logically isolated tenant. VentaHR implements technical controls to prevent cross-tenant data access; however, the Agency is responsible for configuring access controls within its tenant, managing user provisioning, and securing its credentials.

2.3 Authorized Users

The Agency may grant Platform access to Agency Users within the limits of its Subscription plan. The Agency is responsible for all actions taken by its Agency Users. Agency Users must maintain confidentiality of their credentials and may not share login credentials.

2.4 Candidate and Facility Portal Access

Candidates access the Platform through the Candidate portal for onboarding, document submission, and job browsing. Facility users access the Platform through the Facility portal. These users are subject to separate portal-specific terms as well as these Terms where applicable.

2.5 API Access

Agencies with API access may integrate the Platform with third-party systems using API keys issued by the Platform. API keys are scoped to the Agency's tenant. The Agency may not share API keys with third parties outside of authorized integrations. VentaHR may suspend API access for abuse, excessive usage, or security concerns.

3.1 Compliance with Law

The Agency is solely responsible for ensuring that its use of the Platform complies with all applicable laws and regulations, including but not limited to:

• •Employment discrimination laws (Title VII, ADA, ADEA, and applicable state equivalents)
• •Fair Credit Reporting Act (FCRA) requirements for background checks
• •I-9 employment eligibility verification requirements
• •State privacy laws applicable to the Agency's candidates and operations (including CCPA/CPRA, BIIPA, and others)
• •Staffing industry regulations in jurisdictions where the Agency operates
• •Applicable data protection laws for EU/UK candidates (GDPR, UK GDPR)
• •CAN-SPAM Act and TCPA requirements for email and SMS communications

3.2 Data Accuracy

The Agency is responsible for the accuracy, completeness, and lawfulness of all Agency Data submitted to the Platform. TalentBridge is not responsible for errors in Agency Data or for compliance failures arising from inaccurate data.

3.3 Candidate Notices and Consent

Where required by law, the Agency must provide candidates with required privacy notices, obtain necessary consents, and make required disclosures before collecting or processing Candidate Data through the Platform. This includes FCRA pre-adverse and adverse action notices, CCPA required disclosures, and any state-specific hiring notices.

3.4 VMS Integration Compliance

When the Agency activates a VMS integration, the Agency is responsible for ensuring that data transmitted to the VMS platform complies with applicable privacy and security obligations. The Agency must have appropriate agreements in place with each connected VMS vendor.

3.5 Prohibited Uses

The Agency may not use the Platform to:

• •Process data of individuals who have not been engaged as part of a legitimate staffing, recruiting, or employment process
• •Upload or transmit malicious code, viruses, or harmful data
• •Attempt to gain unauthorized access to other tenants or to TalentBridge systems
• •Reverse engineer, decompile, or derive source code from the Platform
• •Resell, sublicense, or provide access to the Platform to third parties outside of authorized Facility and Candidate portal access
• •Use the Platform in violation of any export control or sanctions regulations
• •Circumvent Platform billing controls or API rate limits

4.1 Data Controller / Processor Relationship

With respect to Candidate Data and Agency User data, the Agency is the data controller and VentaHR is the data processor. VentaHR processes such data only as instructed by the Agency and as necessary to provide the Platform services. For VentaHR's own account management and billing data, VentaHR is the data controller.

4.2 Data Processing Agreement

For Agencies subject to GDPR, UK GDPR, or other regulations requiring a formal Data Processing Agreement (DPA), VentaHR will execute a DPA upon request. The DPA forms part of these Terms and governs the processing of personal data subject to such regulations.

4.3 Sub-Processors

TalentBridge uses approved sub-processors to deliver the Platform (e.g., cloud hosting, email/SMS providers, background check partners). A current list of sub-processors is maintained at the Security Sub-processors page. TalentBridge will provide advance notice of material sub-processor changes.

4.4 Candidate Data Ownership

All Candidate Data uploaded to or generated within the Agency's tenant remains the property of the Agency. VentaHR does not claim ownership of Agency Data. Upon termination of the Subscription, the Agency may export Agency Data within 90 days before it is deleted.

4.5 Privacy Policy

VentaHR's handling of personal data is governed by the VentaHR Privacy Policy (app.ventahr.com/Privacy), which is incorporated into these Terms by reference.

5.1 Subscription Plans

VentaHR offers multiple Subscription plan tiers with varying feature sets, user limits, and pricing. The Agency's selected plan and associated fees are set forth in the Order Form or the Plan selection page. VentaHR reserves the right to modify plan features and pricing with 30 days' advance notice to existing subscribers.

5.2 Payment Terms

Subscription fees are billed in advance on the billing cycle specified in the Order Form (monthly or annual). Payment is due upon invoice. TalentBridge accepts payment via credit card or other methods designated on the Platform. All fees are non-refundable except as expressly stated herein.

5.3 Late Payment and Suspension

If payment is not received within 10 days of the due date, VentaHR may suspend the Agency's access to the Platform. VentaHR will provide at least 5 days' written notice before suspension. Suspended accounts retain data for 90 days before deletion.

5.4 Taxes

Fees are exclusive of applicable taxes. The Agency is responsible for all sales, use, value-added, or similar taxes associated with its Subscription, except for taxes on TalentBridge's net income.

5.5 Upgrades and Downgrades

Agencies may upgrade their Subscription plan at any time; upgrades take effect immediately with prorated billing. Downgrades take effect at the next billing cycle. Downgrading may result in loss of access to features or data that exceed the lower plan's limits.

6.1 Term

These Terms commence on the date the Agency first accesses the Platform or executes an Order Form and continue until terminated in accordance with this Section.

6.2 Termination by Agency

The Agency may cancel its Subscription at any time by providing written notice through the Platform billing portal or by emailing legal@ventahr.com. Cancellation takes effect at the end of the current billing period. No refunds are issued for the remaining portion of a prepaid period.

6.3 Termination by TalentBridge

VentaHR may terminate or suspend the Agency's Subscription with 30 days' notice for any reason, or immediately upon:

• •Material breach of these Terms that is not cured within 10 days of written notice
• •Non-payment of fees
• •Use of the Platform in a manner that creates legal or security risks for TalentBridge or third parties
• •Insolvency, bankruptcy, or cessation of business by the Agency

6.4 Effect of Termination

Upon termination, the Agency's access to the Platform will cease. TalentBridge will retain Agency Data for 90 days during which the Agency may submit a data export request. After 90 days, Agency Data will be deleted or anonymized, except as required by applicable law.

6.5 Survival

Sections 3 (Agency Obligations), 4 (Data Processing), 5 (Payment for amounts accrued), 7 (Intellectual Property), 8 (Confidentiality), 10 (Limitation of Liability), and 12 (General) survive termination.

7.1 TalentBridge IP

VentaHR retains all right, title, and interest in the Platform, including all software, algorithms, interfaces, documentation, and aggregate analytics derived from Platform usage (excluding Agency Data). Nothing in these Terms transfers Platform IP to the Agency.

7.2 Agency Data License

The Agency grants VentaHR a limited license to process and use Agency Data solely as necessary to provide the Platform services, including generating aggregated, anonymized analytics. VentaHR does not use Agency Data to train AI models or for commercial purposes outside of service delivery.

7.3 Feedback

If the Agency provides feedback, feature requests, or suggestions regarding the Platform, TalentBridge may use such feedback without restriction and without obligation to the Agency.

9.1 TalentBridge Warranties

VentaHR represents and warrants that: (a) the Platform will perform materially in accordance with its documentation; (b) VentaHR will maintain reasonable security measures; and (c) VentaHR has the right to grant the licenses set forth herein.

9.2 Agency Warranties

The Agency represents and warrants that: (a) it has the authority to enter into these Terms; (b) its use of the Platform will comply with applicable law; (c) it has obtained all required consents and provided required notices to candidates and other individuals whose data is submitted to the Platform; and (d) Agency Data does not infringe third-party intellectual property rights.

9.3 Disclaimer

Except as expressly set forth in Section 9.1, the Platform is provided "as is" without warranty of any kind. VentaHR disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. VentaHR does not warrant that the Platform will be uninterrupted, error-free, or free of security vulnerabilities.

VentaHR does not provide legal, compliance, or employment law advice. The Platform is a tool; the Agency is responsible for ensuring its staffing and hiring practices comply with applicable law.

11.1 Agency Indemnification

The Agency shall indemnify, defend, and hold harmless VentaHR and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Agency's breach of these Terms; (b) Agency Data (including claims by candidates or third parties regarding the Agency's collection or use of their data); (c) the Agency's violation of applicable law; or (d) the Agency's use of the Platform in a manner not authorized by these Terms.

11.2 TalentBridge Indemnification

VentaHR shall indemnify, defend, and hold harmless the Agency from and against claims alleging that the Platform, as provided by VentaHR and used in accordance with these Terms, infringes a third-party's U.S. intellectual property rights. This obligation does not apply if the alleged infringement arises from Agency Data, Agency modifications, or use of the Platform in combination with third-party products not approved by VentaHR.

12.1 Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of [Insert State], without regard to conflict of law principles. Any dispute arising out of these Terms shall first be subject to good-faith negotiation between the parties. If unresolved within 30 days, disputes shall be submitted to binding arbitration under the JAMS Streamlined Arbitration Rules in [Insert City, State]. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction.

12.2 Class Action Waiver

The Agency waives any right to participate in a class action lawsuit or class-wide arbitration against TalentBridge. All disputes must be resolved on an individual basis.

12.3 Entire Agreement

These Terms, together with the Order Form (if any), the Privacy Policy, and any DPA, constitute the entire agreement between the parties regarding the Platform and supersede all prior negotiations, representations, and agreements. In the event of conflict, Order Form terms prevail over these Terms, which prevail over the Privacy Policy.

12.4 Amendments

VentaHR may update these Terms at any time. Material changes will be communicated to Agency administrators via email or in-platform notice at least 30 days before taking effect. Continued use of the Platform after the effective date constitutes acceptance.

12.5 Assignment

The Agency may not assign these Terms without VentaHR's prior written consent. VentaHR may assign these Terms in connection with a merger, acquisition, or asset sale. Any unauthorized assignment is void.

12.6 Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, cyberattacks, government actions, or telecommunications failures, provided the affected party provides prompt notice and uses reasonable efforts to mitigate.

12.7 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force and effect.

12.8 Waiver

Failure by either party to enforce any provision of these Terms is not a waiver of that party's right to enforce such provision in the future.

12.9 Notices

Legal notices to VentaHR must be sent to legal@ventahr.com or to VentaHR's registered address. VentaHR will send legal notices to the email address associated with the Agency's primary administrator account.

12.10 Relationship of Parties

The parties are independent contractors. These Terms do not create an employment, partnership, joint venture, or agency relationship between VentaHR and the Agency.

13.1 Data Processing Addendum

Agencies should execute a Data Processing Addendum (DPA) with each facility or MSP client that will access candidate data through the VentaHR Facility portal. The DPA should specify: who is the data controller for candidate data submitted through the Facility portal; permitted uses of candidate data by the facility; security obligations; and breach notification procedures.

13.2 Candidate Consent and Notice Provisions

Agency contracts with facilities should clearly allocate responsibility for ensuring candidates receive required privacy notices and provide informed consent. We recommend the agency retain responsibility for all candidate-facing notices and that the contract prohibit the facility from independently re-contacting candidates outside the staffing relationship.

13.3 VMS Integration Terms

When an agency uses VentaHR's VMS integration connectors, the agency's contract with the MSP/VMS operator should address: permissible uses of candidate data submitted via the VMS; data retention and deletion rights; security requirements for VMS-transmitted data; and incident notification obligations specific to VMS-transmitted data.

13.4 Platform Reference and Branding

Facilities and MSPs that access VentaHR through the white-labeled Facility portal may not be aware they are using VentaHR infrastructure. Agency contracts should: (a) disclose use of a third-party ATS; (b) identify VentaHR as a sub-processor where required by the facility's own privacy program; and (c) ensure the facility does not attempt to access or export data beyond its permitted scope.

13.5 Compliance Pack Liability

TalentBridge's compliance pack feature allows agencies to configure and track candidate compliance requirements. Agency contracts with facilities should clearly specify: which party is responsible for defining compliance requirements; who bears liability for credentials that lapse during an assignment; and what notifications the facility will receive when compliance status changes.

13.6 Background Check Obligations

Agencies using the Platform's background check integration should ensure their facility contracts address: FCRA-required permissible purpose for background checks; who provides the required pre-adverse and adverse action notices to candidates; and how background check results are shared (or restricted) through the Facility portal.

13.7 IP and Branding

Agency white-label configurations should be aligned with the agency's client contracts. The agency should confirm it has the right to use the facility's logo or brand assets within the Platform's white-label features. Agencies should also ensure their client contracts confirm that job descriptions, requirement templates, and other materials submitted by facilities for use in TalentBridge do not infringe third-party IP.