Generral Terms and Conditions - Canada

These General Terms and Conditions (these “General Terms”) are between Talent AcquisitionCo Canada Ltd., an Ontario corporation (“TalentNeuron”), and the client named in the Service Order (“Client”) that references these General Terms. These General Terms govern Client’s access to and use of the TalentNeuron products and services set forth in the applicable Service Order (the “Services”).  By executing a Service Order that references these General Terms, or by using any of the Services provided through such Service Order, Client agrees to comply with the Agreement (as defined below).  All capitalized terms used throughout these General Terms or in the Service Order shall have the meanings ascribed to those terms below.

  1. Service Orders. The “Service Order” is a document executed by TalentNeuron and Client that references these General Terms and sets forth the Service(s) to be provided by TalentNeuron, the Initial Term (as defined below) during which Client may access and use such Services, the fees payable by Client, and the payment terms for those fees.  A Service Order shall not be effective until executed by both parties. Each Service Order may also include reference to one or more Service Descriptions (as defined below), which are incorporated into the Service Order by reference and together with the Service Order and these General Terms (including all exhibits, attachments, and appendices attached to these General Terms, the Service Order or Service Description, or referenced therein, collectively, the “Agreement”) constitute the entire agreement between TalentNeuron and Client governing the provision and use of the applicable Services.  Client’s affiliated entities and other Divisions (as defined below) may also execute Service Orders, which Service Orders shall also be subject to these General Terms.  Service Orders are non-cancellable by Client. A “Service Description” means that document referenced in the Service Order that further describes the Service purchased thereunder, including the service name, levels of access and deliverables for each Service, and sets forth any additional terms unique to that specific Service (and only that Service).  In the event of any conflict or inconsistency between any provision of these General Terms, the Service Order, and the Service Description, the order of precedence for which controls shall be first, the Service Order, then the Service Description, and finally these General Terms.  The Agreement sets forth the entire agreement between the parties with respect to the subject matter thereof and supersedes any previous agreements between the parties.  Any and all terms and conditions presented by Client, whether submitted in a request for proposal, purchase order, supplier portal, or similar such documents, are null and void and are hereby expressly rejected by TalentNeuron.  Provision of Services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these General Terms.
  2. Changes to Services. TalentNeuron reserves the right to, in its sole discretion, periodically upgrade, update, modify, or change the Services, including service names, levels of access and the deliverables. Such changes will be reflected in updated versions of the applicable Service Description.  Client agrees that it will routinely monitor the Service Description for any such updates. If Client wishes to change the scope or performance of the Services, add new Services or upgrade the level of service or access, it shall submit details of the requested change to TalentNeuron in writing and parties will enter into an additional Service Order or amend the existing Service Order.
  3. License and Use Restrictions.
    1. Subject to the terms and conditions of the Agreement, including payment of all mutually agreed-upon fees as stated in the applicable Service Order, and provided Client remains in compliance with the Agreement, TalentNeuron hereby grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Term (as defined below) of the Service Order.  All feedback, developments, recommendations and modifications made by Client relating to the Services are the sole property of TalentNeuron.
    2. Only the individuals named in the Service Order (each a “Licensed User”) may access the Services.  All Licensed Users must be employees of Client.  The named Licensed Users may only be changed if such Licensed User is no longer employed by Client or such Licensed User’s job duties have substantially changed to the extent that access is no longer necessary for that Licensed User, provided that TalentNeuron reserves the right to limit the number of changes to the Licensed Users if it believes that Client is abusing such right to change Licensed Users.  Each Licensed User will be issued (or the Service will permit Client’s administration of) a unique username and password, which is for individual use only and may not be transferred, reassigned or shared (unless specifically authorized by TalentNeuron in writing).  Client accepts responsibility for all actions taken through its account credentials, and TalentNeuron shall not be liable for any unauthorized access that occurs due to Client’s failure to properly monitor or secure its account credentials.
    3. Client’s use of the Services (including TalentNeuron Data (as defined below)) is strictly limited to within the business unit, division, or other group of the Client identified in the Service Order (the applicable “Division”). CLIENT IS NOT PERMITTED TO PROVIDE ACCESS TO THE SERVICES OR SHARE ANY TALENTNEURON DATA WITH ANY OTHER DIVISION WITHIN CLIENT’S ORGANIZATION (INCLUDING ITS AFFILIATES).  If Client provides access to the Services or shares TalentNeuron Data outside of the Division identified in the Service Order, TalentNeuron reserves the right to charge, and Client agrees to pay, those additional fees that would have been due if such additional Divisions had been included in the original Service Order, and thereafter the fees shall be automatically amended to include such additional amounts.
    4. Client shall not, nor shall it permit any third party or Licensed User to, (i) use the Services to create any software, documentation or service that is similar to the Services or otherwise to compete with TalentNeuron; (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Services (except and only to the extent that these restrictions are expressly prohibited by applicable law), or otherwise circumvent any technological measure that controls access to or security of the Services; (iii) encumber, sublicense, transfer, sell, rent, lease the Services, including making the Services available to third parties through a time-share or service bureau arrangement or using the Services in any other manner for the benefit of any third party; (iv) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to the Agreement (or any direct product thereof) in violation of any laws or regulations of the United States, Canada or any other relevant jurisdiction; (v) alter, obscure or remove any printed or on-screen trademark, patent legend or other proprietary or legal notice in the Services; (vi) attempt to gain unauthorized access to the Services, other accounts not belonging to the Client, computer systems or networks connected to the Services, through password mining or any other means; (vii) frame or mirror any part of the Services; (viii) conduct, facilitate, authorize or permit any text or data mining, web scraping, robots, spiders or other automated data gathering and extraction tools; or (ix) interfere with another individual’s access to or use of the Services, including by overloading or excessively using the Service (collectively, “Prohibited Uses”). In addition, Client shall comply with, and shall ensure that all Licensed Users comply with, the TalentNeuron Usage Policy set forth on Exhibit A attached hereto and incorporated herein and made part hereof (as such policy may be amended or modified from time to time, the “Usage Policy”).
    5. Client is solely responsible, at its own expense, for acquiring, installing and maintaining: (i) all connectivity equipment, hardware, software, communication lines, services, interface devices, and other equipment as may be necessary for Client and its Licensed Users to connect to, access and use the Services; and (ii) any other such equipment, hardware, software, and other materials specified by the parties in writing as being a responsibility of Client.
  4. Ownership.  TalentNeuron, or its affiliates or third-party licensors, as applicable, own and retain all right, title and interest in and to the Services, including (i) all data, research, reports, documents, work product, deliverables, and other materials provided or made available to Client under, through, or as a part of the Services or otherwise delivered to Client in relation to the Agreement or as a part of TalentNeuron’s performance of the Services (the “TalentNeuron Data”), (ii) all data generated in connection with Client’s access, use and configuration of the Services, (iii) all worldwide intellectual property rights in or to the Services including inventions, (iv) all trademarks, domain names, trade dress, trade names, logos, corporate names, and other marks included in or provided with the Services, and (v) all goodwill, derivative works, and modifications or improvements associated therewith, derived from, or otherwise made to any of (i) through (iv) above (collectively, “Intellectual Property Rights”).
  5. Use of Name, Trademark, and Logo. Except for TalentNeuron’s reference to Client as one of its customers and use of Client’s name, trademark, and/or logo as part of such reference, absent the prior written consent of the other party, neither party shall use the name, trademarks, or logo of the other party (or those of any of such party’s affiliates, licensors, or partners, in part, in modified form, or otherwise) in promotional materials, publicity releases, advertising, or any other similar publications or communications.
  6. Term and Termination.
    1. The term of the Service Order will commence on the date stated therein and continue in full force and effect until the earlier of (i) termination of such Service Order by either party in accordance with the terms of the Agreement, and (ii) expiration of such Service Order (the “Initial Term”). Unless stated otherwise in the Service Order, upon expiration of the Initial Term, the Service Order shall automatically renew, on the same terms and conditions then in effect immediately prior to such renewal, for twelve (12) additional months unless either party provides written notice to the other of nonrenewal at least ninety (90) calendar days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”). Upon commencement of each Renewal Term, the applicable fees for the Services shall increase by ten percent (10%).  Fees for each Renewal Term will be invoiced to and paid by Client pursuant to the Service Order. If a party provides timely notice of nonrenewal, then the Service Order shall terminate on the expiration of the then-current Term, unless sooner terminated as provided in this Section 6.
    2. Either party may terminate the Service Order upon thirty (30) calendar days’ prior written notice to the other party if that party has failed to comply with any material provision of the Agreement and the breach is not cured within the notice period.
    3. In addition to any remedies that may be provided under the Agreement, TalentNeuron may terminate the Service Order with immediate effect upon written notice to Client, if Client: (i) fails to pay any amount when due under any Service Order and such failure continues for five (5) calendar days after Client’s receipt of written notice of nonpayment, or (ii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
    4. TalentNeuron may suspend or restrict Client’s access to the Services if: (i) TalentNeuron is so required by a valid subpoena, court order or binding order of any government authority, (ii) TalentNeuron believes such suspension or restrictions is necessary or advisable under applicable law, (iii) TalentNeuron reasonably suspects the Client of using the Services in connection with any Prohibited Uses stated above, (iv) Client’s use of the Services is subject to any pending litigation, investigation or government proceeding and/or TalentNeuron, in its sole discretion, perceive a heightened risk of legal or regulatory non-compliance associated with the Client’s activity, (v) Client’s use of the Services poses any threat to the security of the Services, including by impeding other customers’ ability to access and use the Services, or (vi) Client breaches the Agreement.
    5. If TalentNeuron suspends or terminates Client’s use of the Services for any reason, TalentNeuron will provide Client with notice of its actions, unless a court order or other legal process prevents or prohibits TalentNeuron from providing Client with such notice.  Client acknowledges that TalentNeuron’s decision to take certain actions, including limiting access to or suspending access to the Services, may be based on confidential criteria that are essential to TalentNeuron’s risk management and/or security protocols. Client agrees that TalentNeuron is under no obligation to disclose the details of its risk management and/or security procedures to Client.  Client also acknowledges that given the circumstances giving rise to the suspension, notice of suspension may not be delivered prior to actual suspension.
    6. In no event is Client entitled to any refund for any fees paid prior to the effective date of termination, regardless of the remaining duration of the Term.
  7. Indemnification.
    1. Client shall (i) defend TalentNeuron and its affiliates and their respective equityowners, officers, directors, employees, agents, successors and permitted assigns (each, an “TalentNeuron Indemnified Party”) against any and all claims, suits, proceedings, hearings, and other actions brought by a third party (“Third-Party Claims”) arising out of or relating to: (A) a breach by Client or its Licensed Users of any provision of the Agreement; (B) the use or misuse of the Services by Client or its Licensed Users; (C) Client’s violation of any right(s) of any third party or any applicable law; or (D) Client’s gross negligence, willful misconduct or fraud (each a “Claim Against TalentNeuron”); and (ii) indemnify and hold harmless the TalentNeuron Indemnified Parties from and against all losses, damages, liabilities, costs, judgments, fines, penalties, and expenses of any kind, including reasonable attorneys’ fees (“Losses”), finally awarded as a part of any such Claim Against TalentNeuron.
    2. TalentNeuron shall (i) defend Client and its officers, directors, employees, agents, successors and permitted assigns (each, a “Client Indemnified Party”) against any and all Third-Party Claims arising out of or relating to the infringement by the Services of such third party’s patent, copyright, or trademark registered within Canada (each a “Claim Against Client”); and (ii) indemnify and hold harmless the Client Indemnified Parties from and against all Losses finally awarded as a part of any such Claim Against Client.
    3. Each party’s right to indemnification is conditioned on the party seeking indemnification (i) promptly (but in no event more than fifteen (15) calendar days after becoming aware of any claim) notifying the other party in writing of any claim(s), (ii) cooperating fully with the other party in the defense of such claims, and (iii) ceding exclusive control over the right to direct the defense or settlement of such claim to the other party (provided such settlement does not impose any financial liability on the part of the indemnitee).
  8. LIMITATION OF LIABILITY. CLIENT’S EXCLUSIVE REMEDY UNDER OR RELATED TO THE AGREEMENT IS FOR TALENTNEURON TO REPAIR THE SERVICES, PROVIDED CLIENT TIMELY NOTIFIED TALENTNEURON OF SUCH DEFICIENT SERVICE, OR FOR CLIENT TO TERMINATE THE AGREEMENT PURSUANT TO THE TERMS HEREOF.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING FROM OR RELATED TO THE SERVICES OR THE AGREEMENT, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND REGARDLESS OF THE FORM OF THE ACTION AND EVEN IF THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. TO THE MAXIMUM EXTENT ALLOWED BY LAW, TALENTNEURON’S, ITS AFFILIATES’, AND THEIR RESPECTIVE SUPPLIERS’ AND LICENSORS’ TOTAL CUMULATIVE LIABILITY UNDER OR IN RELATION TO THE AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, IS LIMITED TO THE AMOUNT PAID BY CLIENT TO TALENTNEURON DURING THE CONSECUTIVE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. NO ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF ITS FORM, MAY BE BROUGHT BY CLIENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.  Each Party acknowledges that the limitation of liabilities and disclaimers contained herein constitute an agreed upon allocation of risk between the Parties, have been factored into talentneuron’s pricing, and are an essential element of the bargain between the Parties.
  9. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND TALENTNEURON EXPRESSLY excludes AND DISCLAIMS (FOR ITSELF AND ITS LICENSORS AND SUPPLIERS) ALL CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED CONDITIONS AND WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,  WORKMANLIKE EFFORT, AND WARRANTIES AS TO ACCURACY, TIMELINESS, COMPLETENESS OR ADEQUACY OF INFORMATION.  TALENTNEURON DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE AVAILABLE OR WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE.  TALENTNEURON HAS NOT VERIFIED THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES, AND CLIENT RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES.  CLIENT ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION.  IN NO EVENT SHALL TALENTNEURON OR ANY OF ITS AFFILIATES OR ANY OF THEIR LICENSORS OR OTHER PROVIDERS BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT CLIENT OR ITS AFFILIATES MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN.  the Services may include code, components, content, data, or other intellectual property provided by a third party (“Third-Party Components”), the use of which Client acknowledges may require Client’s agreement to additional terms. TALENTNEURON DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THIRD-PARTY COMPONENTS, AND Client agrees that it uses such Third-Party Components at its own risk and that TalentNeuron is not liable for any such Third-Party Components OR FOR ANY COMPLIANCE WITH OR THE CONTENT OF ANY SUCH THIRD-PARTY TERMS. CLIENT UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES.
  10. Confidential Information.
    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business and that a reasonable person in similar circumstances to the Receiving Party would consider to be confidential (hereinafter referred to as “Confidential Information” of the Disclosing Party). Without limiting the foregoing, the Services, all data, materials, training materials, reports, strategies, and recommendations provided by TalentNeuron to Client related to TalentNeuron’s provision of the Services, and all trade secrets, know-how, inventions, processes, techniques, and improvements and derivatives of the foregoing are TalentNeuron’s Confidential Information.  The Receiving Party agrees: (i) except as expressly provided herein, not to disclose to any third party any such Confidential Information, (ii) not to use any such Confidential Information for any purpose except to the extent necessary to, in the case of TalentNeuron, perform the Services, or, in the case of Client, to receive and internally use the results of the Services, as applicable, (iii) to give access to such Confidential Information solely to those employees with a need to have access thereto for purposes of the Agreement (and who are bound by confidentiality obligations at least as protective of the Disclosing Party’s Confidential Information as these General Terms, and for whom the Receiving Party shall remain liable), (iv) to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the Receiving Party takes with its own information of a similar nature, but in no event with less than a reasonable degree of care, and (v) to promptly notify the Disclosing Party upon learning of any unauthorized disclosure or use of such Confidential Information.
    2. This obligation of confidence shall not apply to any information that: (i) is or becomes publicly available through no fault of the Receiving Party, (ii) is independently derived or developed by the Receiving Party without use of Disclosing Party’s Confidential Information, (iii) is, prior to the disclosure in lawful possession of or already known to, the Receiving Party without any obligation of confidence; or (iv) is legitimately disclosed without any obligation of confidentiality to the Receiving Party by a third party having no obligation of confidence to the Disclosing Party. Additionally, the Receiving Party may disclose such information to the extent required under applicable law, rule, or regulation or pursuant to any judicial or governmental order or decree, provided that the Receiving Party gives written notice to the Disclosing Party prior to such disclosure and reasonably cooperates with the Disclosing Party if the Disclosing Party elects to seek reasonable protective arrangements or to oppose such disclosure.
  11. Security. TalentNeuron will maintain a commercially reasonable cybersecurity program with written policies and procedures reasonably intended to protect the security of the Services. This includes contracting with vendors (such as AWS) who TalentNeuron believes maintain adequate security measures given the services such vendors are to perform for TalentNeuron. TalentNeuron’s cybersecurity program will contain administrative, technical and physical safeguards reasonably intended under commercial standards to: (i) protect the security of the Services; (ii) protect against any anticipated threats or hazards to the security or integrity of the Services; and (iii) protect against unauthorized access to or use of the Services. However, despite these measures, TalentNeuron cannot and does not guarantee that the Services are one hundred percent (100%) safe and secure or that loss, misuse or alteration will not occur.
  12. Third-Party Components. The Services may contain links to third-party websites (“Third-Party Websites”).  When Client clicks on a link to a Third-Party Website, TalentNeuron will not warn Client that it has left the Services and is subject to the terms and conditions (including privacy policies, if and as applicable) of another website or destination.  TalentNeuron provides these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to Third-Party Websites or their products or services. Client uses all Third-Party Websites at its own risk.
  13. Miscellaneous
    1. Relationship of the Parties. The relationship of TalentNeuron and Client is solely that of independent contractors, and no partnership, joint venture, agency, fiduciary or employment relationship is intended or created by the Agreement. Neither party is the legal representative or agent of the other party nor will either party represent to any third party that it is the agent or representative of the other party.
    2. Assignability. Client may not assign, sublicense, or transfer, in whole or in part, the Agreement, the Service, or any rights granted to Client hereunder to any third party without the prior written consent of TalentNeuron.  Any purported assignment in violation of this Section 13(b) shall be null and void.  Subject to the above, no assignment shall relieve the assigning party of any of its obligations under the Agreement unless the non-assigning party enters into a novation releasing the assigning party of its obligation under the Agreement. The Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
    3. Governing Law.  The Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of law principles.
    4. Dispute Resolution. CLIENT AND TALENTNEURON EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY RELATING TO THE AGREEMENT BETWEEN CLIENT AND TALENTNEURON OR ITS PARENT, SUBSIDIARIES, AND AFFILIATES, AND ALL OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “TALENTNEURON PARTIES”), INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THE AGREEMENT (COLLECTIVELY “DISPUTES”), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), located in New Castle County, Delaware, RATHER THAN IN A COURT, AS DESCRIBED HEREIN.  THE ARBITRATION WILL BE GOVERNED BY THE AAA’S COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. CLIENT ACKNOWLEDGES THAT CLIENT IS VOLUNTARILY AND KNOWINGLY FORFEITING ITS RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN ANY COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN. FOR PURPOSES OF THIS ARBITRATION AGREEMENT, “DISPUTE” WILL ALSO INCLUDE DISPUTES THAT AROSE OR INVOLVE FACTS OCCURRING BEFORE THE EXISTENCE OF THIS OR ANY PRIOR VERSIONS OF THE TERMS AS WELL AS CLAIMS THAT MAY ARISE AFTER THE TERMINATION OF THESE GENERAL TERMS. Notwithstanding this Section 13(d), TalentNeuron may bring a claim for injunctive or other equitable relief in any court of competent jurisdiction as necessary to enforce the Intellectual Property Rights or those of our affiliates, suppliers, or licensors. For purposes of any claim that is not subject to the arbitration procedures in this Section 13(d), both parties hereto agree to the governing law as set out in Section 13(c) and the sole and exclusive venue for such claim shall be in the state or federal courts located in New Castle County, Delaware. Payment of arbitration costs will be governed by the AAA’s fee schedule.  Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses. Except as provided above, if any part or parts of this arbitration provision is found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the arbitration agreement shall continue in full force and effect.
    5. No Third-Party Beneficiaries. The Agreement is for the benefit of the parties hereto only.  No third party shall have the right to (i) rely on the Services provided by TalentNeuron, or (ii) seek to impose liability on TalentNeuron as a result of the Services.
    6. Surviving Clauses.  Sections 3(d), 4, 5, 6(e)-(f), 7, 8, 9, 10, 12 and 13, as well as all terms set forth in the Usage Policy which by their nature should survive, shall survive the expiration of termination of any Service Order.
    7. Amendment and Modification.  TalentNeuron may change the terms of these General Terms from time to time by notifying the Client of such changes by any reasonable means, including by displaying revised General Terms on-screen when Client next uses the Services, and requiring the Client to read, explicitly consent, and agree to them to continue Client’s use of the website and the Services.  In addition, Client’s continued use of the Services after the date the amended General Terms are posted (and if the Client has not used the Services since the amended General Terms were posted, since TalentNeuron’s notification of the changes to the Client) will constitute Client’s acceptance of the amended General Terms.  If accepted, such General Terms would be effective immediately, but would not apply to any dispute between the Client and TalentNeuron arising prior to the date on which TalentNeuron posted the revised General Terms incorporating such changes, or otherwise notified the Client of such changes.  In the event that the Client refuses to accept such changes, TalentNeuron shall have the right to terminate the Agreement and Client’s use of the Services and the Client should not, and Client is not granted a right to use the Services.
    8. Severability. If any provision, or part thereof, of the Agreement becomes or is declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from the Agreement. The validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired.
    9. Headings; Counterparts. The headings in these General Terms are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of these General Terms. Each Service Order may be executed in one or more counterparts (including by electronic or.pdf transmission), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
    10. Force Majeure. Neither party shall be liable to the other party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any obligations thereunder (other than payment obligations), to the extent such failure or delay is caused by acts or events beyond the impacted party’s reasonable control, including, without limitation: acts of God, natural disasters, war, riots, terrorist threats or acts, public health emergency (e.g., pandemic, epidemic), or governmental actions (including travel ban) or regulations (each, a “Force Majeure Event”). For the avoidance of doubt, “governmental actions” includes guidelines issued by local, regional, or national governmental authorities or the World Health Organization.  Notwithstanding the preceding, a “Force Majeure Event” does not include a party’s economic hardship or inability to pay the fees.
    11. Equitable Relief. Client acknowledges and agrees that TalentNeuron may suffer irreparable harm as a result of a breach of the Agreement, for which monetary damages would not be an adequate remedy. Therefore, TalentNeuron will have the right to enforce the Agreement by injunction, specific performance or other equitable relief in a court of competent jurisdiction, without prejudice to any other rights and remedies TalentNeuron may have, and the Client hereby waives any requirement for the securing or posting of any bond or to prove the inadequacy of monetary damages.
    12. Insurance. During the Term of the Service Order, TalentNeuron will maintain commercially reasonable insurance that is commensurate with the risk of the Services being provided.
    13. Notice. All notices, requests, consents, claims, demands, waivers and other communications permitted or required under the Agreement (each, a “Notice”) must be in writing. If to TalentNeuron, Notices must be delivered to the address set forth below and shall be deemed to have been given on (i) the day such Notice is personally delivered, (ii) three (3) days after such Notice is mailed by prepaid certified or registered mail, (iii) one (1) working day after such Notice is sent by nationally recognized overnight courier or (iv) the day such Notice is sent by email; provided that the sender has received a non-automated confirmation of receipt by the email recipient. If to Client, TalentNeuron may provide Notices to Client’s email address on file or through the Services and such Notices shall be deemed to have been received upon delivery.  Either party may update its address with Notice to the other party. TalentNeuron, LLC c/o Leeds Equity Partners 590 Madison Avenue, 40th Floor New York, NY 10022 Attention: TalentNeuron CFO

EXHIBIT A

TALENTNEURON USAGE POLICY – INTERNAL USE WITHIN THE DIVISION

The purpose of the Services is to enable Licensed Users to provide data-backed answers to human resource-related questions and to aid with hiring decisions within its Division. As such, but subject to the Agreement, Licensed Users are permitted to share limited portions of the TalentNeuron Data with those who are not Licensed Users in order to aid their support of those who are not Licensed Users; provided, however, such sharing must be limited and must remain within the Division. The below is intended to provide further guidance of how Licensed Users may and may not use the TalentNeuron Data and the Services. Permitted Uses: As a Licensed User, you may use the TalentNeuron Data in the following ways:

  1. You May Open It: You may open as many TalentNeuron Data documents as you like under the terms of your license, provided that such opening is: (i) for your individual use, (ii) within your job description or duties for the Client, (iii) within the scope of the Services subscribed to, and (iv) does not violate the Restrictions identified below or the other terms of the Agreement.
  2. You May Print It: You may print a TalentNeuron Data document for your individual use consistent with your job role, and duties for the Client but not for sharing with any third party either inside (unless specifically permitted herein) or outside your company, the Client, or Division, provided that such printing is: (i) for your individual use, (ii) within your job description and duties, (iii) within the scope of the Services subscribed to, and (iv) does not violate the Restrictions identified below or the other terms of the Agreement.
  3. You May Share It: You may share an excerpts of the TalentNeuron Data but not the entire TalentNeuron Data document, so long as such sharing is (i) internal within your Division, (ii) in support of your job role and duties, and (iii) does not violate the Restrictions identified below or the other terms of the Agreement.

Restrictions: Regardless of how you use, print, copy, or share the TalentNeuron Data, the following restrictions (the “Restrictions”) must also be observed:

  1. It is not done on a systematic or routine basis (e.g., consistently distributing a periodic summary or excerpt of TalentNeuron Data or leveraging a business process that allows non-users to approach you to meet their TalentNeuron Data needs).
  2. No artificial intelligence or machine learning is used to create derivative works of, or to otherwise analyze or process, the TalentNeuron Data.
  3. It is not done with the intent or effect of avoiding the purchase of additional user licenses.
  4. It is not done by way of any scraper, robot, bot, spider, data mining, computer code, or any other automated device or intelligence, program, tool, algorithm, process or methodology to access, index, acquire, copy, or monitor any portion of the TalentNeuron Data, or any data or content relating to the TalentNeuron Data.
  5. In addition to the Prohibited Uses referenced in Section 3(d) of the General Terms, the following uses constitute unacceptable sharing of TalentNeuron Data:
    1. You may not share TalentNeuron Data in either printed or electronic format with any third-party individual either internal (unless specifically permitted herein) or external to your company.
    2. You may not share TalentNeuron Data with any third-party groups either internal (unless specifically permitted herein) or external to your company via email, intranet posting, or other information storage and retrieval systems.
  6. Because information technology and data is rapidly evolving and changing, TalentNeuron Data should only be considered and used promptly after initially downloaded, printed, or viewed. TalentNeuron Data could and likely will change over time, and you should be sure to refresh your review of that data before making any final decisions.
  7. In addition to the Prohibited Uses referenced in Section 3(d) of the General Terms, you cannot use (or allow others to use) the TalentNeuron Data to develop any new technology, tools or other information resource of any kind (print, electronic or otherwise), whether for internal use or to be made available to clients or any other third parties.
  8. In all cases, regardless of how you use the TalentNeuron Data or Services, you must ensure that all copyright, trademark, and other intellectual property right notices contained in the original content are reproduced and not covered, modified, or obviated.

As a Licensed User, once your license term has terminated, you must adhere to the following rules:

  1. You must delete all soft copies of TalentNeuron Data documents from your internal system. Storing TalentNeuron Data is prohibited.
  2. You must destroy all printed copies of TalentNeuron Data documents.