Version 2026-10
This Services Agreement is offered by All-Star Talent, Inc., a California corporation with offices at 2368 Culpepper Lane, Lincoln, CA 95648 (“All-Star Talent,” “we,” or “us”), to the agency or organization named in an Order Form (the “Customer” or “you”). By signing an Order Form that references this Services Agreement, or by using the Services, Customer agrees to be bound by it.
“Agreement” means, together, this Services Agreement, each Order Form, each Addendum, and any Special Conditions. “Order Form” means an All-Star Talent ordering document, or another document the parties both sign, that lists the Services, fees, and Subscription Term. “Addendum” means each addendum attached to this Services Agreement or posted at allstartalent.us/services-agreement and made part of the Agreement, including the Government Customer Addendum (Exhibit A) and the Data Processing Addendum (Exhibit B). “Special Conditions” means any terms the parties individually negotiate and write into, or attach to, an Order Form.
1.1 Provision of Services. Subject to this Agreement, All-Star Talent will provide Customer with access to the subscription software and any Professional Services listed in an Order Form (together, the “Services”). The subscription software includes the All-Star Recruiter platform (including the web application and candidate portal, and versions offered under partner brands such as Law Enforcement Recruiter) and the All-Star Inbox mobile app, as specified in the Order Form (the “Platform”).
1.2 Effective Date. This Agreement takes effect on the earlier of (a) the date Customer signs an Order Form, or (b) the date Customer first uses the Services (the “Effective Date”).
1.3 Dependence on Customer performance. All-Star Talent’s ability to provide the Services depends on Customer performing its own obligations under this Agreement, including timely providing information, decisions, and access needed for setup and integrations.
2.1 Subscription. Subject to Customer’s compliance with this Agreement, All-Star Talent grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to: (a) access and use the Platform, and permit its Authorized Users to do so, solely for Customer’s internal recruiting and hiring purposes; (b) export and download Customer Data; and (c) train its Authorized Users on the Platform.
2.2 Authorized Users. “Authorized Users” means Customer’s employees, contractors, and agents whom Customer authorizes to use the Platform, up to any user limits stated in the Order Form. If Customer exceeds those limits, All-Star Talent may invoice additional fees at the rates in the Order Form, prorated for the remainder of the Subscription Term.
2.3 Documentation. All-Star Talent may provide user guides, help articles, and product descriptions (“Documentation”). Documentation is provided for information only and is not a warranty unless attached to an Order Form. Customer may copy and distribute Documentation internally for use with the Services.
2.4 Competitors. Direct competitors of All-Star Talent may not access the Services, and Customer will not access the Services, or allow others to do so, to benchmark them or to build a competing product.
3.1 Managing users. Customer controls who has access to its account, assigns user permissions, and is responsible for its Authorized Users’ use of the Services and compliance with this Agreement. Customer will promptly remove access for anyone who leaves Customer or no longer needs it, and will not allow accounts to be shared.
3.2 Lawful use and consents. Customer is responsible for: (a) obtaining all notices, rights, and consents needed to collect Customer Data and to use it in the Services, including consent to contact candidates by text, phone, and email; (b) making sure Customer Data is accurate and lawfully provided; and (c) resolving any dispute with an Authorized User or candidate about Customer Data or Customer’s use of the Services.
3.3 Restrictions. Customer will not, and will make sure its Authorized Users do not:
4.1 Scope. “Professional Services” means implementation, onboarding, data import, integration setup, training, recruiting consulting, marketing, and similar services described in an Order Form or statement of work. Professional Services begin only after Customer signs the applicable Order Form or statement of work.
4.2 Implementation. Implementation is performed remotely unless the Order Form states otherwise. Timelines depend on Customer’s responsiveness. All-Star Talent is not responsible for delays caused by Customer, and performance dates will be extended as reasonably needed to account for those delays.
4.3 Ownership of work product. All-Star Talent owns all materials, tools, templates, and know-how it creates in performing Professional Services, excluding Customer Data and Customer’s own marks and content. Customer may use deliverables provided to it for its internal purposes during the Subscription Term.
5.1 Fees. Customer will pay the subscription, setup, onboarding, usage, and Professional Services fees in each Order Form (“Fees”). Unless the Order Form states otherwise: (a) subscription Fees are invoiced annually in advance, including each year of a multi-year term; (b) usage Fees, such as text messages above the included volume, are invoiced monthly in arrears; and (c) all Fees are in U.S. dollars.
5.2 Payment terms. Invoices are due within thirty (30) days after Customer receives them. Each Order Form is a commitment for its full Subscription Term regardless of the billing schedule. Except as expressly stated in this Agreement, Order Forms are non-cancellable and Fees paid are non-refundable.
5.3 Overdue amounts. If any undisputed amount is more than thirty (30) days overdue, All-Star Talent may, after giving Customer written notice and at least fifteen (15) days to pay, suspend the Services until the amount is paid in full.
5.4 Disputed invoices. Customer will notify All-Star Talent promptly in writing of any good-faith invoice dispute and pay the undisputed portion when due. The parties will work in good faith to resolve the dispute.
5.5 Renewal pricing. All-Star Talent may change Fees for a Renewal Term by giving Customer written notice of the new pricing at least thirty (30) days before the Renewal Term begins.
5.6 Taxes. Fees exclude taxes. Customer will pay all applicable sales, use, and similar taxes other than taxes on All-Star Talent’s income, unless Customer provides a valid exemption certificate.
5.7 Purchase orders. Customer may issue a purchase order for its internal purposes, but terms in a purchase order, vendor registration, or invoicing portal do not apply to or change this Agreement. Lack of a purchase order number on an invoice does not delay payment.
6.1 Term. This Agreement lasts until all Subscription Terms have ended. Either party may end this Agreement by thirty (30) days’ written notice at any time when no Order Form is in effect.
6.2 Subscription Term and renewal. Each Order Form states its initial subscription term (the “Initial Term”). Afterwards, the subscription automatically renews for successive twelve (12)-month periods (each a “Renewal Term,” and with the Initial Term, the “Subscription Term”) unless either party gives written notice of non-renewal at least thirty (30) days before the current term ends.
6.3 Termination for cause. Either party may terminate this Agreement if the other materially breaches it and fails to cure the breach within thirty (30) days after written notice describing it.
6.4 Suspension. All-Star Talent may immediately suspend all or part of the Services if Customer’s use poses a security risk to the Services or others, violates law or Section 3, or violates messaging carrier or provider rules. All-Star Talent will give notice and restore the Services promptly once the issue is resolved.
6.5 Effect of termination. When this Agreement or an Order Form ends: (a) Customer must stop using the affected Services; (b) all unpaid Fees for the Subscription Term become due; and (c) Customer Data will be handled as described in Section 10.6. If Customer terminates for All-Star Talent’s uncured material breach, All-Star Talent will refund prepaid Fees for the remainder of the Subscription Term.
6.6 Survival. Sections that by their nature should survive, including those on payment, intellectual property, data, confidentiality, disclaimers, indemnification, and limitation of liability, survive termination.
7.1 Support. All-Star Talent will provide support by email at support@allstartalent.us and phone at +1 916-209-0668 during 8:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding U.S. federal holidays. All-Star Talent will use commercially reasonable efforts to respond to critical issues (the Platform is unavailable or messaging is down) within four (4) business hours and to other issues within one (1) business day.
7.2 Availability. All-Star Talent will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, excluding scheduled maintenance, emergency maintenance, and events described in Section 18.
7.3 Updates. All-Star Talent may update, modify, and improve the Services at any time. Updates are included in the subscription. New products or major new features may be offered for additional Fees. All-Star Talent will not materially reduce the core functionality of the subscribed Services during the current Subscription Term.
7.4 Discontinued products. If All-Star Talent discontinues a subscribed Service, it will give at least six (6) months’ notice. Customer may continue using that Service during the notice period, after which the affected subscription ends and All-Star Talent will refund prepaid Fees for the remaining Subscription Term.
7.5 Beta features. Features labeled beta, preview, pilot, or trial are optional, provided “as is,” and may be changed or discontinued at any time.
7.6 Exclusions. Unless included in an Order Form, support does not include data entry, data conversion, custom reports, custom development, or on-site services.
8.1 All-Star Talent property. All-Star Talent and its licensors own the Services, Documentation, software, updates, Platform Data, and all related intellectual property, including the All-Star Recruiter, All-Star Inbox, and Law Enforcement Recruiter names and logos. No ownership rights transfer to Customer, and all rights not expressly granted are reserved.
8.2 Feedback. If Customer provides suggestions or feedback, All-Star Talent may use them without restriction or obligation to Customer.
9.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, including pricing, product plans, security information, and Customer Data. It does not include information that is or becomes public through no fault of the recipient, was already known to the recipient, is independently developed, or is lawfully received from a third party without restriction.
9.2 Obligations. The recipient will use the other party’s Confidential Information only to perform this Agreement, protect it with at least reasonable care, and disclose it only to its personnel and service providers who need to know it and are bound by similar obligations.
9.3 Required disclosure. The recipient may disclose Confidential Information when required by law, court order, or public records laws, after giving the other party prompt notice when legally allowed so that it can seek protection. Exhibit A addresses public records laws for government customers.
10.1 Customer Data. “Customer Data” means data submitted to the Services by or for Customer, its Authorized Users, or candidates, including candidate records, messages, notes, and documents. Customer owns all Customer Data. Customer grants All-Star Talent a non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data as needed to provide, secure, and support the Services. All-Star Talent will not sell Customer Data or use it to train artificial intelligence models.
10.2 Platform Data. “Platform Data” means aggregated and de-identified data about the use, operation, and performance of the Services, such as feature usage, response times, and message volumes, that does not identify Customer or any individual and does not include the content of Customer Data. All-Star Talent owns Platform Data, may use it to operate, improve, and develop its services, and will not attempt to re-identify it.
10.3 Data Processing Addendum. The Data Processing Addendum in Exhibit B governs All-Star Talent’s processing of personal information in Customer Data and controls over this Services Agreement on that subject.
10.4 Restricted data. Unless the parties agree otherwise in writing, Customer will not submit to the Services Criminal Justice Information as defined in the FBI CJIS Security Policy, Social Security numbers, financial account or payment card numbers, medical or health information, or background-investigation results.
10.5 Security incidents. All-Star Talent will maintain commercially reasonable administrative, technical, and physical safeguards for Customer Data, as described in Exhibit B. All-Star Talent will notify Customer within seventy-two (72) hours after confirming unauthorized access to or disclosure of Customer Data in its control, or sooner if required by law, and the parties will cooperate on the investigation. Customer is responsible for notifying its candidates and Authorized Users where required, unless the law places that obligation on All-Star Talent. Notice of an incident is not an admission of fault.
10.6 Export and deletion. Customer may export Customer Data during the Subscription Term using the Services’ export features, or by written request if a feature is unavailable. Exports in custom formats are a Professional Service. All-Star Talent has no obligation to keep Customer Data more than ninety (90) days after this Agreement ends, after which it will delete Customer Data from active systems; backup copies are deleted on the normal backup cycle and remain protected until then. Customer is responsible for determining and meeting its own records-retention obligations, including by exporting Customer Data before the end of that period.
11.1 The Services may connect with services provided by third parties, such as applicant-tracking, background-investigation (for example, Guardian), job-board, calendar, email, and messaging services (“Third-Party Services”). Customer’s use of Third-Party Services is subject to the third party’s terms, and All-Star Talent is not responsible for them or their content. If a Third-Party Service that Customer pays All-Star Talent for becomes unavailable during the Subscription Term, All-Star Talent will refund the prepaid Fees for that integration for the remaining term.
12.1 Customer responsibility. Customer is solely responsible for the content and recipients of text messages, calls, and emails sent through the Services, for obtaining and documenting required consents, for providing legally required notices, and for complying with the Telephone Consumer Protection Act, the CAN-SPAM Act, state laws, and wireless carrier and industry rules, including any business messaging registration (such as A2P 10DLC) that All-Star Talent completes on Customer’s behalf using information Customer provides.
12.2 Opt-outs. The Services automatically process standard opt-out replies such as STOP. Customer will not attempt to message candidates who have opted out.
12.3 Delivery. Messages depend on carriers and messaging providers outside All-Star Talent’s control. All-Star Talent does not guarantee that messages will be delivered, delivered on time, or delivered without error, and is not liable for delays, non-delivery, or carrier filtering.
13.1 Disclosure and control. The Services include AI features, such as suggested replies, that are identified in the Services. Customer may turn AI features on or off for its account. AI features are provided by All-Star Talent using third-party AI providers that are contractually prohibited from training their models on Customer Data.
13.2 Human review. AI output may be inaccurate or incomplete. Customer is responsible for reviewing AI output before using or sending it. AI features are not designed to make, and Customer will not use them as the sole basis for, hiring or other employment decisions.
14.1 Mutual. Each party represents that it is authorized to enter into this Agreement and that doing so does not violate any other agreement or law that binds it.
14.2 Customer. Customer represents that it has the rights and consents needed to provide Customer Data to the Services and to contact candidates through them, and that it will use the Services in compliance with law and this Agreement.
14.3 Performance. All-Star Talent warrants that the Platform will perform materially as described in the Documentation. Customer’s exclusive remedy for breach of this warranty is for All-Star Talent to use reasonable efforts to correct the nonconformity and, if it cannot do so within thirty (30) days after written notice, for Customer to terminate the affected Order Form and receive a refund of prepaid Fees for the remaining Subscription Term.
14.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ALL-STAR TALENT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ALL-STAR TALENT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUT WILL BE ACCURATE, OR THAT USE OF THE SERVICES WILL PRODUCE ANY NUMBER OF APPLICANTS OR HIRES. ALL-STAR TALENT IS NOT RESPONSIBLE FOR INTERNET, HOSTING, OR TELECOMMUNICATIONS FAILURES OUTSIDE ITS REASONABLE CONTROL.
15.1 By Customer. To the extent permitted by law, including laws on governmental immunity, Customer will defend All-Star Talent against third-party claims arising from (a) Customer Data, including claims that it infringes or violates someone’s rights; (b) messages Customer sends through the Services, including claims under the Telephone Consumer Protection Act or similar laws; or (c) Customer’s or its Authorized Users’ violation of law or Section 3, and will pay resulting damages and costs finally awarded or agreed in settlement.
15.2 By All-Star Talent. All-Star Talent will defend Customer against third-party claims that the Services, as provided by All-Star Talent, infringe a U.S. patent, copyright, or trademark or misappropriate a trade secret, and will pay damages and costs finally awarded or agreed in settlement. If the Services are or may become subject to such a claim, All-Star Talent may modify them, obtain a license for Customer’s continued use, or, if neither is commercially reasonable, end the affected subscription and refund prepaid Fees for the remaining Subscription Term.
15.3 Exclusions. All-Star Talent has no obligation under Section 15.2 for claims arising from Customer Data, Third-Party Services, modifications not made by All-Star Talent, combination of the Services with items not provided by All-Star Talent, or use in violation of this Agreement. Section 15.2 is Customer’s exclusive remedy for infringement claims.
15.4 Procedure. The indemnified party must promptly notify the indemnifying party in writing, give it control of the defense and settlement, and reasonably cooperate at its expense. The indemnifying party may not settle a claim in a way that imposes liability or obligations on the indemnified party without its consent. The indemnified party may take part with its own counsel at its own expense.
16.1 EXCLUDED DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER ANY LEGAL THEORY FOR LOST PROFITS, REVENUE, OR GOODWILL; LOSS OF USE OR INTERRUPTION OF THE SERVICES; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.
16.2 CAP. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS AND LIABILITY THAT CANNOT LEGALLY BE LIMITED, EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO ALL-STAR TALENT UNDER THE APPLICABLE ORDER FORM FOR THE CONTRACT YEAR IN WHICH THE CLAIM AROSE. MULTIPLE CLAIMS DO NOT INCREASE THIS LIMIT.
17.1 If All-Star Talent receives a subpoena or other legal request for records or testimony in litigation between Customer and a third party, Customer will, to the extent permitted by law, reimburse All-Star Talent’s reasonable out-of-pocket costs of responding, including reasonable attorneys’ fees. This section does not apply to proceedings in which All-Star Talent is a party.
18.1 Publicity. Unless the Order Form states otherwise, each party may publicly identify its relationship with the other, and All-Star Talent may list Customer as a customer, including by name and logo, following any reasonable logo-use guidelines Customer provides.
18.2 Force majeure. Except for payment obligations, neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, pandemics, labor disputes, government action, changes in law, cyberattacks, and failures of the internet, cloud hosting providers, or telecommunications carriers.
18.3 Independent contractors; service providers. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, or agency. All-Star Talent may use affiliates, contractors, and service providers, including cloud hosting, messaging, and AI providers, to provide the Services, remains responsible for their performance, and will bind those with access to Customer Data to written confidentiality and data-protection obligations at least as protective as this Agreement. Exhibit B governs notice of subprocessors.
18.4 Entire agreement; order of precedence. The Agreement is the parties’ entire agreement about its subject matter and supersedes all prior proposals, statements, and agreements, including any click-through terms in the Services and any purchase order terms. If documents conflict, they control in this order: (1) Special Conditions; (2) the Order Form; (3) the Government Customer Addendum (if applicable); (4) the Data Processing Addendum, for the processing of personal information; and (5) this Services Agreement. The Agreement may be amended only in a writing signed by both parties.
18.5 Versions. The version of this Services Agreement in effect when Customer signs an Order Form governs that Order Form for its Initial Term. All-Star Talent may update this Services Agreement for Renewal Terms by posting a new version at allstartalent.us/services-agreement and notifying Customer at least thirty (30) days before the Renewal Term begins.
18.6 Governing law. This Agreement is governed by the laws of the state in which Customer is located, without regard to conflict-of-law rules.
18.7 Notices. Notices must be in writing and are effective when delivered personally, one (1) business day after sending by email or overnight courier, or three (3) business days after mailing by certified mail, to the addresses in the Order Form. Notices to All-Star Talent must also be emailed to legal@allstartalent.us.
18.8 Assignment. Customer may not assign this Agreement without All-Star Talent’s written consent. All-Star Talent may assign it to an affiliate or to a successor in a merger, acquisition, or sale of substantially all of its assets, with notice to Customer.
18.9 Other terms. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest of the Agreement stays in effect. A waiver of one breach is not a waiver of any other. There are no third-party beneficiaries. The Agreement will not be construed against the party that drafted it, and “including” means “including without limitation.” Electronic signatures and counterparts are valid.
This Addendum applies only if Customer is a Government Customer and controls over the Services Agreement if they conflict. “Government Customer” means a U.S. federal, state, county, city, tribal, or other local government entity, or a department, agency, district, or instrumentality of one, including a police, sheriff, fire, or corrections agency.
A1 Non-appropriation. Customer represents that funds are appropriated for the first year of each Order Form. If Customer’s obligations for later years depend on appropriations and its governing body does not appropriate sufficient funds, Customer may terminate the unfunded remaining years without penalty by giving at least thirty (30) days’ written notice with documentation of the funding decision. Customer will make reasonable efforts to obtain funding and will not use this section for convenience. If Customer terminates under this section, it will not procure substantially similar services from another vendor for twelve (12) months.
A2 Indemnification. If law prohibits Customer from agreeing to indemnify or defend others, Section 15.1 does not apply to Customer to the extent prohibited.
A3 Public records. If Customer is subject to public records, open records, or freedom-of-information laws, Section 9 applies only to the extent those laws allow. Where permitted, Customer will notify All-Star Talent before releasing All-Star Talent’s Confidential Information (such as pricing, security information, and product materials) so that All-Star Talent can seek an exemption. All-Star Talent will reasonably help Customer retrieve Customer Data needed to respond to public records requests.
A4 Immunity. Nothing in this Agreement waives any immunity, defense, or limit on liability available to Customer by law, including sovereign or governmental immunity.
A5 Cooperative purchasing. To the extent permitted by law, other public entities may purchase the Services on the same terms as this Agreement. Each such entity will sign its own Order Form, will be invoiced separately, and is solely responsible for its own purchases and compliance with its procurement rules. Customer has no obligation or liability for purchases made by other entities.
This Data Processing Addendum (“DPA”) governs All-Star Talent’s processing of personal information contained in Customer Data. Capitalized terms not defined here have the meanings in the Services Agreement.
B1 Roles and instructions. Customer controls Customer Data and determines the purposes of processing. All-Star Talent processes Customer Data only on Customer’s behalf and on its documented instructions, which include the Agreement, Customer’s configuration of the Services, and actions Authorized Users take in the Services. All-Star Talent will tell Customer if it believes an instruction violates law.
B2 Service provider obligations. Where state privacy laws apply, All-Star Talent acts as Customer’s service provider or processor and will not: sell or share Customer Data; use or disclose it outside the direct business relationship or for any purpose other than providing the Services; or combine it with personal information from other sources, except as those laws permit.
B3. Details of processing
B4 Personnel. All-Star Talent limits access to Customer Data to personnel who need it to provide or support the Services and who are bound by confidentiality obligations.
B5 Security measures. All-Star Talent maintains, at a minimum: encryption of Customer Data in transit (TLS) and at rest; role-based access controls that limit each customer’s users to its own data; multi-factor authentication for All-Star Talent administrative access; logging of access to Customer Data; regular backups; and timely security patching. Once per year on request, All-Star Talent will complete Customer’s reasonable security questionnaire.
B6 Subprocessors. Customer authorizes the subprocessors below. All-Star Talent will bind each to written data-protection terms at least as protective as this DPA and remains responsible for them. All-Star Talent will give at least thirty (30) days’ notice, by email or by updating a list at allstartalent.us/services-agreement, before adding a subprocessor. If Customer reasonably objects on data-protection grounds and the parties cannot resolve the objection, Customer may terminate the affected Services and receive a refund of prepaid Fees for the remaining Subscription Term.
B7 Assistance. All-Star Talent will refer requests from candidates or other individuals to Customer and reasonably help Customer respond. All-Star Talent will refer legal demands for Customer Data to Customer and, unless prohibited by law, promptly notify Customer. All-Star Talent will cooperate with Customer on security incidents as described in Section 10.5 and will not notify affected individuals or regulators on Customer’s behalf without Customer’s approval unless required by law.
B8 Return and deletion. Customer Data is exported and deleted as described in Section 10.6. On request, All-Star Talent will confirm deletion in writing.
B9 Audits. If the questionnaire responses in B5 are not sufficient to demonstrate compliance with this DPA, Customer may, no more than once a year, with at least thirty (30) days’ notice, at its own expense, and subject to reasonable confidentiality and security requirements, review All-Star Talent’s relevant records or have an independent auditor do so.