NOTE TO CLIENTS: IN USING THE TALENTNEURON SAAS PLATFORM AND/OR RELATED SERVICES, YOU WILL NOT BE PROVIDED ACCESS TO ANY THIRD-PARTY PERSONAL INFORMATION, NOR WILL TALENTNEURON ACCESS, COLLECT, OR PROCESS ANY OF YOUR PERSONAL INFORMATION.

These General Terms and Conditions (these “General Terms”) are between TalentNeuron, LLC, a Delaware limited liability company (“TalentNeuron”), and the client named in the Service Order (as defined below) (“Client”) that references these General Terms. These General Terms govern Client’s access to and use of the Services (as defined below). 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, in Service Order or Statement of Work (as defined below), shall have the meanings ascribed to those terms below.

The parties hereby agree to the following:

1. Scope. TalentNeuron currently provides certain products and services that can generally be described as SaaS or Data Services. “SaaS” means TalentNeuron’s provisioning of access to TalentNeuron’s proprietary, hosted platform. “Data Services” means TalentNeuron’s licensing of certain application programming interface(s) (“API”s) to Client. TalentNeuron also provides Professional Services. “Professional Services” are the services provided by TalentNeuron as set out in the applicable Statement of Work (“SOW”), an example of such is set forth in “Exhibit E: Statement of Work,” attached hereto. The SaaS, Data Services, Professional Services, and any other services agreed upon in a Service Order are collectively referred to herein as the “Service” or “Services.” The terms and conditions set in the body of this Agreement apply to all Services set forth in the Service Order(s) (as defined below) and/or SOW, executed between TalentNeuron and Client. The supplemental terms and conditions set forth in “Exhibit B: SaaS Services,” attached hereto, apply solely to SaaS Services included in a Service Order. The supplement terms and conditions set forth in “Exhibit C: Data Services,” attached hereto, apply solely to Data Services included in a Service Order. The terms and conditions set out in “Exhibit D: Professional Services,” apply solely to Professional Services set forth in a SOW.
2. Service Orders. The “Service Order” is a document executed by 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 Client. 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. “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). These General Terms (including all exhibits, attachments, and appendices attached to these General Terms, the Service Order(s) and any Service Description(s) referenced therein and any SOW(s) (collectively, the “Agreement”) constitute the entire agreement between TalentNeuron and Client governing the provision and use of the applicable Services. Client’s affiliated entities may also execute Service Orders, which Service Orders shall also be subject to these General Terms. Subject to Section 8 (Term and Termination), Service Orders are non-cancellable by Client. A In the event of any conflict or inconsistency between any provision of these General Terms, the Service Order, a Service Description, and an SOW, the order of precedence for which controls shall be first, the Service Order, then the Service Description, the SOW, 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.
3. 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. Any changes made to the Services will not materially degrade the Services set forth in the Service Description during the Term of any Service Order. 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.
4. Use Restrictions. Client shall not, nor shall it permit any third party or person using the Service on behalf of Client  to, (i) use the Services to create any software, documentation or service that is similar to any 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 any Service (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 any Service, including making any Service available to third parties through a time-share or service bureau arrangement or using any Service 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 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 any Service; (vi) attempt to gain unauthorized access to any Service, other accounts not belonging to the Client, computer systems or networks connected to a Service, 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 any Service or TalentNeuron’s provision of any Service, including by overloading or excessively using a Service (collectively, “Prohibited Uses”).  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.
5. 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 a Service or otherwise delivered to Client in relation to the Agreement or as a part of TalentNeuron’s performance of any Service (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, (iv) all domain names, trade dress, trade names, logos, corporate names, and other marks included in or provided with the Services, (v) all feedback, developments, recommendations and modifications made by Client relating to the Services, and (vi) all goodwill, derivative works, and modifications associated therewith, derived from, or otherwise made to any of (i) through (v) above (collectively, “Intellectual Property Rights”).
6. 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.
7. Fees and Expenses.
   1. Fees. Client agrees to pay TalentNeuron the fees specified in the applicable Service Order and/or SOW. Except as expressly stated herein, all fees are non-refundable. Subject to reasonable documentation, Client agrees to reimburse TalentNeuron for its out-of-pocket expenses reasonably incurred in providing the Professional Services that are approved in advance, in writing, by Client.
   2. Payment Terms. Unless specified otherwise, all amounts due hereunder shall be paid within 30 days after invoice for such charges. All payments shall be in U.S. dollars paid electronically as defined by TalentNeuron.
   3. Taxes. All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Client agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon TalentNeuron's net income.
8. 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, or (ii) expiration of all  Service Orders  Upon expiration of the first term of any Service Order (the “Initial Term”), the Service Order shall automatically renew, on the same terms and conditions, other than Fee Changes (as defined below), 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 thirty (30) calendar days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).  The parties agree that upon commencement of each Renewal Term, TalentNeuron may increase the fees specified in the applicable Service Order by no more than five percent (5%); provided TalentNeuron notifies Client of such increase at least sixty (60) calendar days prior (“Fee Changes”). 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 8.
   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.
9. Indemnification.
   1. Client shall (i) defend TalentNeuron and its affiliates and their respective  officers, directors, employees, agents, successors and permitted assigns (each, a “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) Client or its Licensed Users  misuse of the Services ; (B) Client’s violation of any right(s) of any third party or any applicable law; or (C) 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. The obligations set forth in this Section 9(a) shall not apply in the event TalentNeuron’s actions and/or omissions have contributed to any of the Losses.
   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: (A) the infringement by the Services of such third party’s patent, copyright, or trademark registered within the United States; (B) TalentNeuron’s violation of any applicable law; or (C) TalentNeuron’s gross negligence, willful misconduct or fraud (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. The obligations set forth in this Section 9(b) shall not apply in the event Client’s actions and/or omissions have contributed to any of the Losses.
   3. Each party’s right to indemnification is conditioned on the party seeking indemnification (i) promptly (but in no event more than thirty (30) 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).
10. LIMITATION OF LIABILITY.
    1. 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.
    2. TO THE MAXIMUM EXTENT ALLOWED BY LAW, EACH PARTY’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. 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.
11. ‍DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND TALENTNEURON EXPRESSLY EXCLUDES AND DISCLAIMS (FOR ITSELF AND ITS LICENSORS AND SUPPLIERS) ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED 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 ALL TALENTNEURON DATA PROVIDED UNDER A SERVICE ORDER IS FOR INFORMATIONAL PURPOSES ONLY AND SHALL NOT BE CONSIDERED AS LEGAL OR PROFESSIONAL ADVICE. CLIENT AGREES TO USE TALENTNEURON DATA SOLELY FOR INTERNAL HUMAN RESOURCES RELATED PURPOSES AND SHALL NOT DISCLOSE, SELL, OR SHARE THE DATA WITH ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF TALENTNEURON. CLIENT ALSO 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.
12. ConfidentialInformation.
    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, 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.
13. 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. Client also agrees to maintain appropriate technical and organizational security measures to protect and preserve the security, integrity, and confidentiality of the Services and TalentNeuron Data within its possession or control. Client will promptly report any security deficiencies or security incidents that may impact or compromise the Services or TalentNeuron Data to TalentNeuron by emailing: support@talentneuron.com.
14. 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 these General Terms or any Service Order. 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 14(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 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 State of Delaware, without reference to its conflict of law principles.
    4. 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.
    5. Surviving Clauses. Sections 4, 5, 6, 7, 8, 10,11, 12 and 14, as well as all terms set forth in the SaaS Usage Policy which by their nature should survive, shall survive the expiration of termination of any Service Order or SOW.
    6. Amendment and Modification. All amendments and modifications to these General Terms shall be agreed upon in writing between the parties. No party shall unreasonably withhold consent to proposed amendments or modifications.
    7. 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.
    8. 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 and/or SOW 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.
    9. 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.
    10. Insurance. During the Term of the Agreement, TalentNeuron will maintain commercially reasonable insurance that is commensurate with the risk of the Services being provided.
    11. 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
          
          With copy to legal@talentneuron.com

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EXHIBIT A

TALENTNEURON SAAS USAGE POLICY – INTERNAL CLIENT USE

The purpose of the SaaS is to enable Licensed Users to provide data-backed answers to human resource-related questions and to aid with hiring decisions by the Client. 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 defined Service Order Client. The below is intended to provide further guidance of how Licensed Users may and may not use the TalentNeuron Data and the SaaS.

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) within your job description or duties for the Client, (ii) within the scope of the SaaS subscribed to, and (iii) 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, provided that such printing is: (i) within your job description and duties, (iii) within the scope of the SaaS subscribed to, and (iii) does not violate the Restrictions identified below or the other terms of the Agreement.
3. You May Share It: You may share excerpts of the TalentNeuron Data but not the entire TalentNeuron Data document, so long as such sharing is (i) internal by the Client, (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 4 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.
   3. Because information technology and data are 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.
6. In addition to the Prohibited Uses referenced in Section 4(a) 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.
7. In all cases, regardless of how you use the TalentNeuron Data or SaaS, 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. You must destroy all printed copies of TalentNeuron Data documents, except as required to comply with your document retention obligations.

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EXHIBIT B

SAAS SERVICES

The following additional terms and conditions shall only apply to SaaS Services provided by TalentNeuron, to Client, under an applicable Service Order:

License and Additional Use Restrictions for SaaS Services.

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 SaaS during the Term of the applicable Service Order.
2. Only the individuals authorized by Client (each a “Licensed User”) may access or use the SaaS. 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 SaaS 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). 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 SaaS (including TalentNeuron Data) is strictly limited to within the business unit, division, or other group of the Client identified in the Service Order. CLIENT IS NOT PERMITTED TO PROVIDE ACCESS TO THE SAAS OR SHARE ANY TALENTNEURON DATA WITH ANY OTHER AFFILIATES OF CLIENT NOT DEFINED IN ANY SERVICE ORDER. If Client provides access to the SaaS or shares TalentNeuron Data outside of the Client identified in the Service Order, TalentNeuron reserves the right to charge for those Services, and Client agrees to pay, those additional fees that would have been due if such additional affiliates had been included in the original Service Order, and thereafter the fees shall be automatically amended to include such additional amounts.
4. Client shall comply with, and shall ensure that all Licensed Users comply with, the TalentNeuron SaaS Usage Policy set forth on Exhibit A of the Agreement (the “SaaSUsage Policy”).

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EXHIBIT C

DATA SERVICES

The following additional terms and conditions shall only apply to Data Services provided by TalentNeuron, to Client, under an applicable Service Order:

1. API 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, for the duration of the Term of the applicable Service Order, TalentNeuron grants Client a non-exclusive, non-transferable, non-sublicensable, worldwide, enterprise-wide license to load, install, execute, and use the API(s) provided by TalentNeuron as a part of the Data Services, and to use all TalentNeuron Data accessed or retrieved through the API. Included in the foregoing license is the right for Client to also use that documentation provided by TalentNeuron as a part of the Data Services that assists Client in its configuration of Client’s systems to implement the API(s) provided as a part of the Data Services.
   2. Client is solely responsible for all implementation and configuration of the API(s) provided as a part of the Data Services. Other than use of the documentation referenced in sub-section (a) above, TalentNeuron reserves the right to charge Client (and Client agrees to pay) additional fees if Client requests TalentNeuron to assist with such implementation or configuration.
   3. Client is not permitted to provide access to the Data Service or share any TalentNeuron Data with any third party. If Client provides access to the Data Service or shares TalentNeuron Data with any third party, TalentNeuron reserves the right to immediately terminate Client’s license granted above.
2. Protection of TalentNeuron Data.
   1. Upon termination or expiration of this Agreement for any reason, Client agrees to promptly expunge, delete, or destroy all TalentNeuron Data from its systems, tools, and dashboards. Client may retain any TalentNeuron Data as required to comply with its document retention obligations TalentNeuron shall have the right, at its own expense, to conduct audits of Client’s compliance with this Section. Such audits may be conducted by TalentNeuron or a third-party auditor appointed by TalentNeuron, and shall be conducted during regular business hours upon reasonable notice to Client. Client shall provide all necessary cooperation and access to information, systems, and personnel as may be reasonably required to conduct the audit. If the audit reveals that Client has failed to comply with its data deletion obligations, Client shall promptly take all necessary actions to come into compliance and shall reimburse TalentNeuron for costs incurred to conduct the audit.
   2. To help enhance the security and availability of the Data Services to others, Client agrees to the following: (i) the Data Services may restrict the volume of data that can be accessed through the Data Services, and if Client exceeds such amount, Client agrees that its usage may be throttled or suspended; and (ii) the API may include rate limits that will prevent Client from making excessive calls to the API. Further details and additional restrictions may be included in the relevant Service Description.

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EXHIBIT D

PROFESSIONAL SERVICES

The following additional terms and conditions shall only apply to Professional Services provided by TalentNeuron, to Client, under an applicable SOW:

1. Services.
   1. Cooperation. Client acknowledges that the Professional Services may be performed in cooperation with Client personnel. Client will furnish to TalentNeuron such (a) algorithms, models, materials, data, Confidential Information, and other information (“Client Information”), (b) cooperation, technical assistance, resources, and support, and (c) access to Client's equipment, systems, and networks, as reasonably necessary or appropriate to perform the Professional. Client hereby grants TalentNeuron a revocable, nonexclusive, and royalty-free right and license to use the Client Information solely for the purpose of performing the Professional Services.
   2. Acceptance. Client will notify TalentNeuron in writing within ten (10) business days after delivery whether it accepts or rejects the Deliverable. Client may reject the Deliverable only if it does not comply with the specifications set forth in the applicable Statement of Work, which nonconformity shall be detailed in Client's rejection notice. If Client fails to notify TalentNeuron within such ten (10) business day period, then Client shall be deemed to have accepted the Deliverable.
   3. Rework. If Client rejects any Deliverable, TalentNeuron will repair or replace the Deliverable so that it complies with Client's rejection notice. TalentNeuron will again submit the corrected Deliverable to Client for acceptance pursuant to this Section 2. If TalentNeuron fails to correct the nonconforming Deliverable within a reasonable time, then (a) the parties may agree that TalentNeuron will have additional time to correct such Deliverable or (b) without further obligation, either party may terminate the applicable Statement of Work upon written notice to the other (in which case TalentNeuron shall immediately refund to Client all fees paid hereunder for the rejected Deliverable).
2. Proprietary Rights.
   1. Deliverables. Unless otherwise agreed by the parties in writing, Client shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to Deliverables upon payment in full therefor. “Deliverable” means any work product that is specified in a Statement of Work and delivered to Client by TalentNeuron during performance of the Professional Services (but expressly not including any Background Materials). All Deliverables are works made for hire to the extent allowed by law and, in addition, TalentNeuron makes all assignments to Client necessary to accomplish the foregoing ownership.
   2. Background Materials. TalentNeuron (and its licensors) shall retain all rights, title, and interest in and to all Background Materials (including all intellectual property and proprietary rights therein). “Background Materials” means all information, ideas, know-how, and technologies, including all intellectual property and other proprietary rights embodied therein, that are delivered hereunder and which were developed by or for TalentNeuron prior to the Effective Date, or which are developed by or for TalentNeuron outside of this Services Agreement, or which are owned by a third party. To the extent that TalentNeuron includes any Background Materials in any Deliverable, then TalentNeuron agrees to grant Client a nonexclusive, nontransferable right and license to use such Background Materials internally and solely in connection with the applicable Deliverable. Except for the limited rights and licenses expressly granted hereunder concerning the Background Materials, no other license is granted and no other use is permitted.
   3. General Learning. Client agrees that TalentNeuron is free to reuse all generalized knowledge, experience, know-how and technologies (including ideas, concepts, processes and techniques) related to the Deliverables or acquired during performance of the Professional Services (including without limitation, that which it could have acquired performing the same or similar services for another customer); provided, in no event will TalentNeuron use or disclose any of Client's Confidential Information in violation of this Agreement.
3. Warranties.
   1. Professional Services. TalentNeuron represents and warrants that the Professional Services (a) will be performed in a professional and workmanlike manner and in compliance with applicable law, (b) will not be inconsistent with any obligation TalentNeuron may have to others, and (c) are original work and the Professional Services or Deliverable shall not violate or infringe upon the intellectual property rights of any third party.
   2. Deliverables. TalentNeuron represents and warrants that, as delivered, the Deliverables will substantially comply with the specification therefor described in the applicable Statement of Work.

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EXHIBIT E

SAMPLE STATEMENT OF WORK

This Statement of Work #____ is entered into between TalentNeuron and Client pursuant to that certain Agreement between the parties, dated as of __________ 2024 (the “Agreement”). This Statement of Work shall have no effect separate and apart from Agreement, and all capitalized terms used herein without definition will have the same meanings as specified in the Services Agreement. TalentNeuron and Client agree as follows:

Professional Services:

Deliverables:

Fees and Payments:

Term:

Special Provisions:

Unless specified otherwise, all amounts due hereunder shall be paid within 30 days after the date of invoice for such charges. All payments shall be in U.S. dollars unless agreed upon otherwise.

AGREED as of __________ 2024 (“SOW Effective Date”):

TALENTNEURON
By:
Name:
Title:

CLIENT
By:
Name:
Title: