Terms of Service

1. Binding Agreement and Acceptance

These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between you (individually or on behalf of an entity, "Client," "you," or "your") and Alivio Search Partners LLC, a New York limited liability company ("Alivio," "Company," "we," "us," or "our"), governing all access to and use of our website, platforms, services, products, intellectual property, and all recruitment, consulting, and advisory services provided by the Company (collectively, the "Services").

BY ACCESSING, BROWSING, OR USING ANY SERVICES, SUBMITTING ANY INFORMATION, OR CLICKING "I ACCEPT" OR ANY SIMILAR BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind such entity to these Terms. If you lack such authority, you may not accept these Terms or use the Services on behalf of such entity.

2. Scope of Services

Alivio provides comprehensive talent acquisition, recruitment, consulting, and advisory services across all industries and sectors, including but not limited to:

• Retained Executive Search: Exclusive engagement for senior-level, executive, and mission-critical positions
• Contingent Recruitment Services: Success-based placement for professional and technical roles
• Recruitment-as-a-Service (RaaS): Embedded recruitment solutions, dedicated sourcing, and talent pipeline development
• Fractional Talent Leadership: Part-time, outsourced, or interim talent acquisition leadership and strategy
• Contract and Temporary Staffing: Short-term, project-based, and contingent workforce solutions
• AI-Powered Talent Technology: Proprietary AI algorithms, automated sourcing systems, and recruitment intelligence platforms
• Employer Branding and Career Site Development: Design, implementation, and optimization of employer brand assets
• Compensation Consulting and Market Intelligence: Salary benchmarking, total rewards strategy, and competitive analysis
• Diversity, Equity, and Inclusion (DEI) Recruitment: Specialized outreach and inclusive hiring strategies
• Workforce Planning and Organizational Design: Strategic consulting for talent infrastructure and organizational effectiveness
• Candidate Assessment and Evaluation: Skills testing, behavioral assessments, reference verification, and background screening coordination
• Training, Workshops, and Advisory Services: Recruitment training, interview coaching, and talent acquisition consulting
• Research and Market Mapping: Industry intelligence, competitor analysis, and talent market research
• All Other Professional Services: Any and all services provided by Alivio in furtherance of our business purpose

The Company reserves the absolute right, in its sole discretion, to modify, expand, limit, suspend, or discontinue any aspect of the Services at any time without prior notice or liability. The scope of Services for any specific engagement shall be defined in a separate Statement of Work, Service Agreement, or other written contract, which shall supplement and be governed by these Terms.

3. Client Obligations and Representations

By engaging our Services, Client expressly agrees to and shall be bound by the following obligations:

• Accurate Information: Provide complete, accurate, and truthful information regarding job requirements, candidate specifications, compensation ranges, organizational structure, and all material facts affecting the engagement
• Timely Communication: Respond to candidate submissions, scheduling requests, and Company communications within the timeframes specified, or within 48 hours if no timeframe is specified
• Legal Compliance: Comply with all applicable federal, state, and local employment laws, including but not limited to Title VII, ADA, ADEA, FLSA, state human rights laws, and all anti-discrimination regulations
• Good Faith Engagement: Engage with Alivio in good faith and refrain from any conduct designed to circumvent the Company's fees or undermine the Services
• Exclusive Engagement (if applicable): For retained search engagements, Client agrees to work exclusively with Alivio for the specified position(s) and shall not engage other recruiters, post the position publicly, or conduct parallel search activities without prior written consent
• Confidentiality: Maintain strict confidentiality of all proprietary information, including candidate data, recruitment methodologies, AI algorithms, pricing structures, and business processes
• Non-Circumvention: Not directly or indirectly solicit, recruit, interview, or hire any candidate introduced by Alivio without paying applicable fees as set forth herein, regardless of the source through which Client later encounters the candidate
• Fee Protection Period: Honor the fee protection period of twenty-four (24) months from the date of candidate introduction for any candidate presented by Alivio, regardless of whether Client immediately pursues the candidate
• Prohibition on Competitive Recruiting: Not use information provided by Alivio to conduct recruiting efforts that compete with or undermine the Company's Services

Client acknowledges that violation of any obligation under this Section shall constitute a material breach of this Agreement and shall entitle Alivio to immediate payment of all fees as if the placement had been completed, plus reasonable attorney fees and costs.

4. Fees, Payment Terms, and Late Payment Interest

4.1 Fee Structure

Fees for Services are determined based on the service model, role complexity, and scope of engagement. Standard fee structures include, but are not limited to:

• Retained Search Services: Fees ranging from $10,000 to $50,000+ per search engagement, typically structured as one-third (1/3) upon execution, one-third (1/3) at 30 days, and one-third (1/3) upon completion or 60 days, whichever occurs first
• Contingent Placement Services: Percentage-based fees ranging from 20% to 35% of the candidate's first-year total cash compensation (base salary plus guaranteed bonuses, commissions, and other cash remuneration)
• Recruitment-as-a-Service (RaaS): Monthly retainer fees ranging from $8,000 to $30,000+ based on scope, dedication level, and service complexity
• Fractional Talent Leadership: Monthly fees based on scope and time commitment, typically $5,000 to $20,000+ per month
• Contract Staffing: Markup on hourly rates or flat monthly fees based on contractor compensation and role requirements
• Consulting and Advisory Services: Hourly rates of $300 to $750+, daily rates, or project-based fees as specified in individual engagements
• Training and Workshop Services: Per-session or per-participant fees as agreed in writing

All fees are exclusive of any applicable sales tax, use tax, value-added tax, or other governmental taxes or fees, which shall be the sole responsibility of Client.

4.2 Mandatory Payment Terms

ALL INVOICES ARE DUE AND PAYABLE WITHIN THREE (3) BUSINESS DAYS OF THE INVOICE DATE. Payment shall be made by wire transfer, ACH, check, or credit card to the account designated by Alivio. "Business days" are defined as Monday through Friday, excluding federal holidays observed in the State of New York.

Time is of the essence for all payment obligations. No payment terms extension shall be valid unless agreed to in writing and signed by an authorized officer of Alivio.

4.3 Late Payment Interest and Penalties

Any invoice not paid within three (3) business days shall be deemed past due and shall accrue interest at the rate of sixteen percent (16%) per annum, or the maximum rate permitted by law under New York State General Obligations Law § 5-501 and New York City Administrative Code, whichever is greater, compounded monthly from the original due date until paid in full.

In addition to interest, Client shall be responsible for:

• A late payment administrative fee of $500 or 5% of the outstanding balance, whichever is greater
• All costs of collection, including reasonable attorney fees, court costs, collection agency fees, and related expenses
• Any credit card processing fees, wire transfer fees, or payment processing costs incurred by Alivio

4.4 Right to Suspend Services and Remedies

In the event of late payment, Alivio reserves the right, without liability, to:

• Immediately suspend or terminate all Services until payment is received in full
• Declare all outstanding invoices immediately due and payable
• Require advance payment or payment guarantees for any future Services
• Report delinquent accounts to credit reporting agencies
• Pursue all available legal remedies, including filing suit for payment and obtaining judgment

4.5 Non-Refundable Fees

All fees paid are non-refundable except as specifically provided in Section 5 (Placement Guarantee) or as required by law. Fees are earned upon completion of the service milestone for which they were invoiced, and Client shall have no right to refund, chargeback, or offset for any reason, including dissatisfaction with results, change in hiring needs, or budgetary constraints.

5. Limited Placement Guarantee

For retained search services only, Alivio provides a limited ninety (90) day placement guarantee from the candidate's actual start date, subject to the terms and exclusions set forth herein.

5.1 Guarantee Coverage

If a placed candidate (a) voluntarily terminates employment without cause, or (b) is terminated by Client for performance-related cause, within ninety (90) calendar days of their start date, Alivio will conduct one (1) replacement search for the same or substantially similar position at no additional professional fee. This guarantee is non-transferable and applies only to the original search position.

5.2 Guarantee Exclusions

This guarantee is expressly void and inapplicable under any of the following circumstances:

• Contingent placement services (guarantee applies to retained search only)
• Termination due to layoffs, reductions in force, company restructuring, acquisition, merger, or sale of business
• Elimination or material change of the position, job duties, reporting structure, or work location
• Reduction or change in agreed-upon compensation, benefits, title, or working conditions
• Client's failure to provide adequate onboarding, training, resources, or supervision
• Hostile work environment, discrimination, harassment, or other unlawful employment practices by Client
• Termination for reasons beyond the candidate's or Alivio's reasonable control (illness, injury, family emergency, relocation due to spouse employment, etc.)
• Client's breach of any term of the offer letter or employment agreement with the candidate
• Client's failure to pay any invoice within the required timeframe
• Client's violation of any provision of this Agreement
• Candidate hired in a different capacity, role, or level than originally searched

5.3 Guarantee Claim Procedure

To invoke this guarantee, Client must provide written notice to Alivio within ten (10) business days of the candidate's separation date, along with documentation substantiating the reason for separation. Failure to provide timely notice shall constitute a waiver of all guarantee rights.

THIS GUARANTEE IS THE SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH A PLACED CANDIDATE. Alivio makes no other warranties, express or implied, regarding candidate performance, tenure, or suitability.

6. Candidate Introduction and Fee Protection

A candidate is deemed "introduced" by Alivio when the Company provides Client with the candidate's name, resume, LinkedIn profile, or any identifying information, whether through email, portal, verbal communication, or any other medium. Once introduced, the candidate is subject to Alivio's fee protection for a period of twenty-four (24) months.

If Client hires, engages as a contractor, or otherwise enters into any employment or service relationship with an introduced candidate within twenty-four (24) months of introduction, full placement fees shall be due immediately, regardless of:

• Whether the candidate was re-introduced by another source
• Whether Client discovered the candidate through independent means
• The position for which the candidate was originally introduced versus the position hired into
• Changes in job title, department, compensation, or role scope
• Time elapsed between introduction and eventual hire

The twenty-four (24) month fee protection period is non-negotiable and shall apply to all candidates introduced, regardless of service type or fee structure. Client waives any right to contest this fee protection period or argue that fees are not due for introduced candidates.

7. Data Collection, Use, and Privacy

By using the Services, you expressly consent to the collection, processing, storage, and use of all information provided or generated through your use of the Services, as described in our Privacy Policy, which is incorporated herein by reference.

Alivio collects and processes data including, but not limited to:

• Contact information (name, email, phone, address)
• Company information (organization name, size, industry, hiring needs)
• Candidate data (resumes, applications, assessments, interview notes, employment history)
• Financial information (payment methods, billing addresses, transaction history)
• Technical data (IP addresses, browser type, device information, cookies, usage analytics)
• Communications (emails, phone calls, form submissions, chat messages)

Client acknowledges that Alivio may use aggregated, anonymized data for business analytics, AI training, product development, marketing, and benchmarking purposes without restriction.

Alivio implements industry-standard security measures but makes no warranty regarding data security. Client acknowledges the inherent risks of electronic data transmission and waives any claims arising from data breaches not caused by Alivio's gross negligence or willful misconduct.

8. Intellectual Property Rights and Proprietary Information

All content, materials, technology, software, methodologies, processes, algorithms, AI models, data, reports, assessments, tools, documents, templates, and intellectual property provided through or in connection with the Services (collectively, "Company IP") are and shall remain the exclusive property of Alivio Search Partners LLC or its licensors.

8.1 Ownership and Protection

Company IP is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. No title or ownership rights are transferred to Client. Client receives only a limited, non-exclusive, non-transferable, revocable license to use Company IP solely for the purpose of evaluating Services, and such license terminates immediately upon completion or termination of the engagement.

8.2 Prohibited Uses

Client expressly agrees not to, and shall not permit any third party to:

• Copy, reproduce, distribute, display, or create derivative works from any Company IP
• Reverse engineer, decompile, disassemble, or attempt to discover the source code or algorithms of any software, AI models, or proprietary systems
• Use Company IP to compete with Alivio or provide similar services to third parties
• Remove, alter, or obscure any copyright, trademark, or proprietary notices
• Access or use the Services to build competitive products or services
• Share login credentials or provide unauthorized access to the Services
• Scrape, mine, or extract data from Alivio's platforms using automated means

8.3 Enforcement and Remedies

Any unauthorized use of Company IP constitutes a material breach of this Agreement and an infringement of Alivio's intellectual property rights. In addition to all other remedies available at law or equity, Alivio shall be entitled to immediate injunctive relief, recovery of all damages (including consequential damages and lost profits), disgorgement of Client's profits attributable to the infringement, and recovery of attorney fees and costs.

9. Limitation of Liability and Damages

9.1 Disclaimer of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALIVIO SEARCH PARTNERS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO:

• Lost profits, revenue, or business opportunities
• Loss of goodwill or reputation
• Business interruption or operational delays
• Cost of substitute services or replacement recruiting
• Loss of data or information
• Hiring of unsuitable candidates or candidate performance issues
• Candidate resignation, termination, or misconduct post-placement
• Employment-related claims brought by candidates
• Failure to fill positions within expected timeframes
• Any damages arising more than six (6) months after the event giving rise to the claim

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER BASIS, AND EVEN IF ALIVIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Total Liability

IN NO EVENT SHALL ALIVIO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO ALIVIO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR FIVE THOUSAND DOLLARS ($5,000), WHICHEVER IS LESS.

9.3 Essential Purpose

Client acknowledges that these limitations of liability are essential elements of the bargain between the parties, and that Alivio would not provide the Services without these limitations. These limitations shall apply even if any limited remedy provided herein is found to have failed of its essential purpose.

10. Disclaimers and No Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

ALIVIO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY: No warranty that Services will meet Client's requirements or be suitable for any particular purpose
• FITNESS FOR A PARTICULAR PURPOSE: No warranty that candidates will perform satisfactorily or remain employed for any period
• NON-INFRINGEMENT: No warranty that Services will not violate third-party rights (though Alivio will defend against valid claims)
• TITLE: No warranty of title to any intellectual property beyond what is expressly licensed
• ACCURACY: No warranty regarding the accuracy, completeness, or currency of candidate information, market data, or analytics
• UNINTERRUPTED SERVICE: No warranty that Services will be error-free, uninterrupted, or virus-free
• SPECIFIC RESULTS: No warranty regarding placement success rates, time-to-fill, or other performance metrics for individual engagements

Alivio does not warrant, guarantee, or make any representations regarding:

• Candidate qualifications, skills, experience, or background (Client must conduct independent verification)
• Candidate job performance, cultural fit, or longevity
• Candidate credentials, licensure, certifications, or legal authorization to work
• Absence of candidate misrepresentations or resume fraud
• ROI calculator results (which are estimates only and not guarantees)
• Delivery timelines or fulfillment of open positions within specific timeframes

Client acknowledges sole responsibility for all employment decisions, including hiring, compensation, supervision, discipline, and termination. Alivio acts solely as an independent contractor providing referral services and assumes no employer responsibilities or liabilities.

11. Client Indemnification Obligations

Client agrees to indemnify, defend, and hold harmless Alivio Search Partners LLC, its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, partners, contractors, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, settlements, penalties, fines, costs, and expenses (including reasonable attorney fees, expert witness fees, and litigation costs) arising out of or relating to:

• Client's breach of any provision of this Agreement
• Client's violation of any applicable law, regulation, or third-party right
• Client's negligence, willful misconduct, or illegal conduct
• Employment decisions made by Client, including hiring, compensation, supervision, discipline, and termination
• Employment-related claims by candidates, including discrimination, harassment, wrongful termination, wage and hour violations, or retaliation
• Client's treatment of candidates during or after the recruitment process
• Client's misuse of candidate information or violation of candidate privacy rights
• Client's breach of any employment agreement or offer letter with a placed candidate
• Workplace injuries, accidents, or safety violations involving placed candidates
• Client's unauthorized use of Alivio's intellectual property or proprietary information
• Client's circumvention of Alivio's fees or violation of fee protection provisions
• Any false, misleading, or defamatory statements made by Client about Alivio or its Services

This indemnification obligation shall survive termination of this Agreement and shall apply regardless of whether the claim arises during or after the term of engagement.

Alivio reserves the right to assume exclusive defense and control of any matter subject to indemnification, in which case Client agrees to cooperate fully with Alivio's defense and to not settle any claim without Alivio's prior written consent.

12. Dispute Resolution, Governing Law, and Exclusive Jurisdiction

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

12.2 Exclusive Jurisdiction and Venue

ANY AND ALL LEGAL ACTIONS, LAWSUITS, PROCEEDINGS, CLAIMS, OR DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES (COLLECTIVELY, "DISPUTES") SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN WESTCHESTER COUNTY, NEW YORK (INCLUDING THE CITY OF YONKERS), OR IN THE BOROUGH OF MANHATTAN, NEW YORK COUNTY, NEW YORK CITY.

CLIENT HEREBY IRREVOCABLY AND UNCONDITIONALLY:

• CONSENTS AND SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS
• AGREES THAT SUCH COURTS ARE CONVENIENT FORUMS
• WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS
• WAIVES ANY CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM
• WAIVES ANY RIGHT TO TRANSFER OR CHANGE VENUE TO ANY OTHER JURISDICTION
• AGREES NOT TO COMMENCE ANY ACTION RELATED TO THIS AGREEMENT IN ANY OTHER JURISDICTION

This exclusive jurisdiction and venue provision shall apply to all claims and causes of action, whether sounding in contract, tort, statute, equity, or any other legal theory.

12.3 Binding Arbitration (At Alivio's Sole Election)

Notwithstanding the foregoing, Alivio reserves the right, in its sole and absolute discretion, to require that any Dispute be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

If Alivio elects arbitration:

• The arbitration shall be conducted in Westchester County, New York (Yonkers) or New York County, New York (Manhattan), at Alivio's election
• The arbitration shall be conducted by a single arbitrator with substantial experience in commercial disputes
• The arbitrator's decision shall be final and binding, with limited rights of appeal
• Client waives any right to jury trial
• The arbitrator may award all remedies available in court, including injunctive relief, specific performance, and attorney fees
• Client shall bear all arbitration costs and fees if Client is the losing party; if Alivio is the losing party, each party shall bear its own costs

Notwithstanding any election to arbitrate, Alivio retains the right to seek preliminary or permanent injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction to prevent irreparable harm.

12.4 Class Action Waiver

CLIENT WAIVES ANY RIGHT TO PURSUE CLAIMS ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. All claims must be brought individually, and Client may not act as a class representative or participate in any class action, collective action, or representative proceeding against Alivio.

12.5 Attorney Fees and Costs

In any legal proceeding arising out of this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees, expert witness fees, court costs, arbitration costs, filing fees, deposition costs, travel expenses, and all other costs and expenses incurred in connection with the proceeding.

If Alivio is required to engage collection efforts for unpaid fees, Client shall be responsible for all collection costs, including but not limited to attorney fees (whether or not litigation is commenced), collection agency fees, court costs, and interest, regardless of whether Alivio prevails in any formal proceeding.

13. Termination and Effect of Termination

13.1 Termination by Client

Client may terminate a service agreement only with thirty (30) days' prior written notice to Alivio. Termination shall not be effective until the thirty-day notice period expires and all outstanding fees are paid in full.

13.2 Termination by Alivio

Alivio may immediately terminate this Agreement, without notice or liability, upon the occurrence of any of the following events:

• Client's failure to pay any invoice within the required three (3) business day period
• Client's material breach of any provision of this Agreement
• Client's violation of intellectual property rights or confidentiality obligations
• Client's attempt to circumvent Alivio's fees or violate fee protection provisions
• Client's engagement in unethical, unlawful, or fraudulent conduct
• Client's filing for bankruptcy, insolvency, or similar proceedings
• Client's disparagement of Alivio or interference with Alivio's business relationships

13.3 Effect of Termination

Upon termination of this Agreement, regardless of reason:

• Client remains obligated to pay all fees for work completed through the termination date
• All unpaid invoices become immediately due and payable
• The twenty-four (24) month fee protection period remains in effect for all previously introduced candidates
• Placement fees shall be due in full for any candidate introduced prior to termination who is subsequently hired by Client
• Client must immediately cease all use of Company IP and return or destroy all confidential materials
• Obligations regarding confidentiality, indemnification, limitation of liability, and dispute resolution survive termination indefinitely
• Client waives any right to refund of fees paid for Services rendered

13.4 Survival

The following provisions shall survive termination or expiration of this Agreement: Sections 3 (Client Obligations), 4 (Fees and Payment), 6 (Candidate Introduction), 7 (Data and Privacy), 8 (Intellectual Property), 9 (Limitation of Liability), 10 (Disclaimers), 11 (Indemnification), 12 (Dispute Resolution), 13.3 (Effect of Termination), and 14-18 (General Provisions).

14. Confidentiality and Non-Disclosure

Each party acknowledges that it may have access to confidential and proprietary information of the other party, including but not limited to business strategies, financial information, client lists, candidate databases, pricing structures, methodologies, trade secrets, and technical data ("Confidential Information").

Each party agrees to:

• Maintain the confidentiality of all Confidential Information
• Use Confidential Information solely for the purpose of performing obligations under this Agreement
• Not disclose Confidential Information to any third party without prior written consent
• Protect Confidential Information with at least the same degree of care used for its own confidential information, but no less than reasonable care
• Limit access to Confidential Information to employees and contractors with a legitimate need to know
• Immediately notify the disclosing party of any unauthorized disclosure or use

These confidentiality obligations shall remain in effect for five (5) years following termination of this Agreement and shall survive indefinitely for trade secrets and information that qualifies for trade secret protection under applicable law.

In the event of breach of this confidentiality provision, the non-breaching party shall be entitled to immediate injunctive relief without the necessity of posting bond, in addition to all other available remedies.

15. Modifications and Amendments

Alivio reserves the right to modify, amend, or update these Terms at any time, in its sole discretion, with or without prior notice. Material changes shall be communicated via email or website notice at least fifteen (15) days before becoming effective.

Client's continued use of the Services following any modification constitutes acceptance of the modified Terms. If Client does not agree to any modification, Client's sole remedy is to discontinue use of the Services; however, all obligations for Services rendered prior to discontinuation remain in full force and effect.

No modification, amendment, or waiver of any provision of this Agreement shall be valid unless in writing and signed by an authorized officer of Alivio. No course of dealing or trade practice shall modify this Agreement.

16. Severability and Enforcement

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent, or if such modification is not possible, the provision shall be severed from this Agreement.

The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision, and all remaining provisions shall remain in full force and effect. The parties intend that each provision be enforced to the maximum extent permitted by law.

17. Entire Agreement and Integration

This Agreement, together with the Privacy Policy and any executed service agreements, statements of work, or addenda, constitutes the entire agreement between Client and Alivio Search Partners LLC regarding the Services and supersedes all prior or contemporaneous understandings, agreements, representations, warranties, and communications, whether written or oral.

No representations, warranties, or commitments have been made except as expressly set forth in this Agreement. Client acknowledges that it has not relied on any statements, representations, or promises not contained in this Agreement.

This Agreement may not be amended or modified except by a written instrument signed by both parties. No purchase order, terms and conditions, or other document provided by Client shall modify or supplement this Agreement, and any such documents are expressly rejected.

18. Additional General Provisions

18.1 Assignment

Client may not assign, transfer, delegate, or sublicense any rights or obligations under this Agreement without Alivio's prior written consent. Any attempted assignment in violation of this provision shall be void. Alivio may freely assign this Agreement without restriction.

18.2 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought. No failure or delay by Alivio in exercising any right shall constitute a waiver of such right. No waiver of any breach shall constitute a waiver of any subsequent breach.

18.3 Force Majeure

Alivio shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, natural disasters, labor disputes, governmental actions, or internet/telecommunications failures.

18.4 Independent Contractor

Alivio is an independent contractor, not an agent, partner, joint venturer, or employee of Client. Neither party has authority to bind the other or incur obligations on the other's behalf.

18.5 Notices

All notices required under this Agreement shall be in writing and delivered via email to hello@aliviosearchpartners.com (for Alivio) or to the email address provided by Client. Notices shall be deemed effective upon transmission with confirmed receipt.

18.6 Interpretation

Section headings are for convenience only and shall not affect interpretation. "Including" means "including without limitation." The terms "herein," "hereof," and "hereunder" refer to this Agreement as a whole. This Agreement shall not be construed against the drafter.

18.7 Electronic Signatures

Client acknowledges that electronic signatures, clickwrap acceptance, and electronic records shall have the same legal effect as handwritten signatures and paper documents under the Electronic Signatures in Global and National Commerce Act (ESIGN) and applicable state laws.

19. Contact Information

For questions regarding these Terms or our Services, contact: