Effective Date: June 8, 2024

BY EXECUTING THE ORDER FORM, THE CUSTOMER IDENTIFIED ON SUCH ORDER FORM ("CUSTOMER") ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS, AND AGREES TO BE BOUND BY, THESE ENTERPRISE SUBSCRIPTION TERMS WITH TALENTSKY INC., ("TALENTSKY"). CUSTOMER MAY ACQUIRE ACCESS TO THE SERVICES DIRECTLY THROUGH TALENTSKY OR THROUGH ONE OF TALENTSKY'S AUTHORIZED DISTRIBUTORS OR RESELLERS (EACH, AN "AUTHORIZED RESELLER").

1. DEFINITIONS

Capitalized terms have the meaning set forth below or as defined within this Agreement.

1.1 "Agreement" means (a) if a Customer obtains access to the Services directly through Talentsky, these Enterprise Subscription Terms and any Order Form executed by Talentsky and Customer, or (b) if Customer accesses these Enterprise Subscription Terms through an Authorized Reseller, these Enterprise Subscription Terms.

1.2 "Authorized User" means the employees, agents and independent contractors engaged by Customer and who are authorized by Customer to access the Services pursuant to Customer's rights under this Agreement.

1.3 "Customer Content" means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users at the direction of Customer or an Authorized User, in connection with the Platform.

1.4 "Customer Marks" means Customer's trademarks, tradenames, service marks, and logos.

1.5 "Documentation" means any general minimum Platform description and requirements, and any other specifications, user manuals, and other technical materials relating to the Platform that are provided or made available to Customer, as may be updated or provided by Talentsky from time to time.

1.6 "EU/UK Data Protection Laws" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the "EU GDPR"), the EU GDPR as it forms part of United Kingdom (the "UK") law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended, including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (the "UK GDPR") and any other applicable data protection law implementing or supplementing the EU GDPR and/or UK GDPR. "Controller", "Data Subject", "Personal Data", "Process" and "Supervisory Authority" shall have the meanings given in the EU GDPR and "Commissioner" shall have the meaning given in the UK GDPR.

1.7 "Fees" has the meaning given in Section 3.1.

1.8 "Intellectual Property Rights" means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.

1.9 "Order Form(s)" means any agreement, order form, or any other ordering document through which Customer acquires access to the Services through Talentsky or an Authorized Reseller.

1.10 "Platform" means Talentsky's skill-focused, professional and community building platform, which is used to provide the Services, as may be updated or improved by Talentsky from time to time.

1.11 "Privacy Policy" means Talentsky's Privacy Policy currently located at https://www.talentsky.com/privacy, and as may be updated by Talentsky from time to time in accordance with its terms.

1.12 "Services" means the enhanced features to the Platform and other services provided in connection with the Platform as described in an Order Form.

1.13 "Talentsky Technology" means the Platform, the Services, the Documentation and any applicable software, data, or technical information contained within the foregoing.

1.14 "Term" has the meaning given in Section 4.1.

1.15 "TOS" means the Talentsky Terms of Service, currently located at https://talentsky.com/terms, and as may be updated by Talentsky from time to time in accordance with its terms.

2. ACCESS TO THE PLATFORM; RESTRICTIONS; SERVICES.

2.1 Access. Subject to the terms and conditions of this Agreement, Talentsky hereby grants to Customer, and the Authorized Users on Customer's behalf, a limited, non-exclusive, non-transferable (except as permitted under Section 11.4), non-sublicensable right during the Term to: (a) use and access the Platform and the Services in accordance with the Documentation, the TOS, each applicable Order Form (including any license conditions and restrictions set forth therein), and the terms of this Agreement; and (b) use and make reasonable copies of the Documentation, in each case solely for Customer's internal business purposes. Customer acknowledges and agrees that Talentsky may update the Services and the Platform from time to time with or without notifying Customer. Talentsky shall use commercially reasonable efforts to ensure that any such updates do not materially degrade the functionality of the Platform or the Services.

2.2 Restrictions. Customer shall procure that each Authorized User agrees to, and complies with the TOS and the Privacy Policy. Customer shall not, and shall ensure that its Authorized Users shall not: (a) allow any third party to access the Talentsky Technology except as expressly allowed herein; (b) modify, adapt, alter or translate the Talentsky Technology; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Talentsky Technology for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform, except as permitted by law; (e) interfere in any manner with the operation of the Platform, the Services or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Platform without prior authorization of Talentsky; (f) modify, copy or make derivative works based on any part of the Talentsky Technology; (g) access or use the Talentsky Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (h) attempt to access the Platform through any unapproved interface; (i) use the Platform in connection with any of Customer's time-critical or mission-critical functions; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Talentsky or its licensors on the Talentsky Technology or any copies thereof; or (k) otherwise use the Talentsky Technology in any manner that exceeds the scope of use permitted under Section 2.1 or in a manner inconsistent with applicable law, the Documentation, the TOS, an applicable Order Form, or this Agreement. Talentsky reserves the right to suspend Customer's, or any Authorized User's access to the Platform and the Services (i) for any failure, or suspected failure, to comply with the foregoing conditions, or (ii) if an Authorized Reseller informs Talentsky of any Customer's or Authorized User's breach of the Agreement.

2.3 Usernames and Passwords. Each Authorized User will use his or her unique username and password to access the Platform pursuant to this Agreement. Authorized Users may only access the Services during one (1) concurrent login session. Customer acknowledges and agrees that: (a) only Authorized Users are entitled to access the Services with their unique usernames and passwords; (b) it will provide to Talentsky information and other assistance as necessary to enable Talentsky to establish access to the Services for the Authorized Users, and will verify all Authorized User requests for access to the Services; (c) it will ensure that each unique username and password associated with an Authorized User will be used only by that Authorized User when accessing the Services and/or Platform; (d) Customer is responsible for maintaining the confidentiality of all Authorized Users' unique usernames and passwords, and is solely responsible for all activities that occur under these Authorized User accounts; (e) where an Authorized User ceases to be associated with Customer, Customer shall, and bears sole responsibility to, notify Talentsky as soon as reasonably practicable following the conclusion of such association; and (f) Customer will notify Talentsky promptly of any actual or suspected unauthorized use of any account, username, or passwords, or any other breach or suspected breach of this Agreement. Talentsky reserves the right to suspend, disable or terminate any Authorized User's access to the Platform or the Services that Talentsky reasonably determines may have been used by an unauthorized third party. The unique usernames and passwords cannot be shared or used by more than one individual Authorized User to access the Platform.

2.4 Company Content. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third-party licenses, consents and permissions needed for Talentsky to use, copy, store and process the Customer Content to provide the Platform and/or Services. Without limiting the foregoing, Customer will be solely responsible for obtaining from third parties (including all Authorized Users) all necessary consents and rights for Talentsky to use the Customer Content submitted by or on behalf of Customer or Authorized Users for the purposes set forth in this Agreement, including all consents required in accordance with all applicable privacy laws and the Privacy Policy.

2.5 Authorized User Access to Platform. Customer acknowledges and agrees that the Platform is primarily designed to permit users to develop a professional skills network that can be used throughout their professional careers. Accordingly, Customer acknowledges that each Authorized User's interaction with the Platform may extend beyond that Authorized User's relationship with Customer and such Authorized User may use the Platform for their own professional purposes in accordance with the TOS. Customer shall ensure that each Authorized User meets the conditions of use set forth in an applicable Order Form, and shall notify Talentsky if at any point an Authorized User fails or ceases to meet any conditions set forth therein. Customer bears sole responsibility for informing Talentsky when an Authorized User no longer has a relationship with Customer and Talentsky will not be liable for any failure by Customer to inform Talentsky in accordance with this provision.

2.6 Necessary Equipment. Customer must provide all equipment and software necessary to connect to the Platform, including but not limited to, applicable application program interfaces that have sufficient bandwidth to facilitate the Services and provisioning of the Platform. Customer is solely responsible for any fees, including internet connection fees, that Customer incurs when accessing the Platform and the Services.

2.7 Support Services. Subject to the terms and conditions of this Agreement, Talentsky will exercise commercially reasonable efforts to: (a) provide support for the use of the Platform and Services to Customer; and (b) keep the Platform and Services operational and available to Customer, in each case in accordance with its standard policies and procedures.

2.8 Authorized Reseller Services. If Customer acquires access to the Services through an Authorized Reseller, such Authorized Reseller may offer additional or supplemental services, such as supplemental support services (collectively, "Reseller Services"). Any Reseller Services will not be subject to these Enterprise Subscription Terms and will be governed by a separate agreement between Customer and the Authorized Reseller.

3. FEES, PAYMENT, AND TAXES.

Except as specified in Section 3.1, this Section 3 does not apply to Customer if Customer acquires access to the Services through an Authorized Reseller. If Customer purchases access to the Services through an Authorized Reseller, the payment terms and conditions set forth in a separate agreement between Customer and such Authorized Reseller will apply.

3.1 Fees. The fees for access to the Platform and for the Services shall be set forth on an applicable Order Form ("Fees"). Unless otherwise expressly specified in the applicable Order Form, the Fees: (a) are payable in advance for each Order Form; and (b) are calculated based on Services ordered by Customer, and not actual use. For the avoidance of doubt, the quantities of Services purchased may not be decreased during the Term. If Customer purchases access to the Services through an Authorized Reseller, Customer acknowledges and agrees that Customer will be invoiced by such Authorized Reseller. Notwithstanding the foregoing, and upon notice to Customer, Talentsky may assume any payment collection obligations from an Authorized Reseller and Talentsky expressly reserves the right to collect such payment for the Services in accordance with the balance of this Section 3.

3.2 Invoicing and Payment. All Fees are quoted in United States Dollars and, except as set forth otherwise in this Agreement, fees are non-cancellable and non-refundable. Talentsky will invoice Customer annually in advance for the Fees, unless otherwise expressly specified in the applicable Order Form. Fees are payable thirty (30) days from the date of invoice and will be deemed overdue if they remain unpaid thereafter.

3.3 Late Payments. Payments by Customer that are past due will be subject to interest at the rate of one and one-half percent (1.5%) per month (or, if less, the maximum allowed by applicable law) on that overdue balance. Customer will be responsible for any costs resulting from collection by Talentsky of any such overdue balance, including, without limitation, reasonable attorneys' fees and court costs. Talentsky reserves the right (in addition to any other rights or remedies Talentsky may have) to suspend Customer and all Authorized Users' access to the Services if any Fees are more than fifteen (15) days overdue until such amounts are paid in full.

3.4 Taxes. The Fees do not include taxes, duties or charges of any kind. If Talentsky is required to pay or collect any local, value added, goods and services taxes or any other similar taxes or duties arising out of or related to this Agreement (not including taxes based on Talentsky's income), then such taxes and/or duties shall be billed to and paid by Customer.

3.5 Withholding Payments. If any applicable law requires Customer to withhold amounts from any payments to Talentsky hereunder, then Customer will perform such obligations consistent with the provisions of this Section. Customer will effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Talentsky with tax receipts evidencing the payments of such amounts. The sum payable by Customer upon which the deduction or withholding is based will be increased to the extent necessary to ensure that, after such deduction or withholding, Talentsky receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Talentsky would have received and retained in the absence of such required deduction or withholding.

4. TERMS AND TERMINATION

Section 4.1 does not apply to Customer if Customer acquires access to the Services through an Authorized Reseller. If Customer purchases access to the Services through an Authorized Reseller, the term set forth in the Order Form will apply.

4.1 Term. This Agreement will begin on the Effective Date and will continue in full force and effect for the subscription term designated on an Order Form, unless earlier terminated in accordance with the Agreement (the "Term"). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and continue in full force and effect for two (2) years, unless earlier terminated in accordance with the Agreement. Thereafter, and unless otherwise stated in the Order Form, the Order Form and all active additional Services will automatically renew for additional terms of one (1) year at Talentsky's then-current fees for the Services, unless either Party gives written notice of non-renewal to the other Party at least thirty (30) days prior to the expiration of the then-current term.

4.2 Termination. Either Party may terminate this Agreement immediately upon notice to the other Party if: (a) the other Party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach; or (b) the other Party: (i) becomes insolvent; (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement; or (iii) makes an assignment for the benefit of its creditors.

4.3 Effect of Termination. Upon the earlier of expiration or termination of this Agreement: (a) each Party shall immediately return or, if requested by a Party, destroy all (including any copies of) Confidential Information (as defined below) of the other Party and, upon request, each Party shall provide written certification that the foregoing obligations have been completed; (b) the rights and licenses granted to Customer hereunder will immediately terminate, Customer will cease use of the Services and Documentation, and return or destroy all copies of the Documentation in its possession/control; (c) the Parties' rights and obligations under Sections 1, 2.2, 2.4, 3, 4.3, 5, 7, 8.3, 9, 10 and 11 will survive termination of this Agreement and/or any Order Form. Termination of this Agreement will not limit either Party from pursuing any other remedies available to it, including injunctive relief, nor will termination relieve Customer of its obligation to pay all Fees that accrued prior to such termination.

5. CONFIDENTIALITY.

5.1 Definition. Each Party ("Receiving Party") acknowledges that it may receive from the other Party ("Disclosing Party") confidential information relating to the Disclosing Party and such confidential information includes, but is not limited to, technical, business, marketing and financial information, and any other information that could reasonably be considered confidential or proprietary ("Confidential Information"). The terms of this Agreement and any Order Form, the Talentsky Technology, and all technical information relating thereto shall be considered Confidential Information of Talentsky.

5.2 Exclusions. Confidential Information does not include information that: (a) is publicly posted onto the Platform by Customer or an Authorized User; (b) is or becomes generally available to the public other than through a wrongful act of the Receiving Party; (c) is or becomes available to the Receiving Party on a non-confidential basis from a source that is entitled to disclose it to the Receiving Party; or (d) is independently developed by the Receiving Party, its employees or third-party contractors without access to or use of the Disclosing Party's Confidential Information. Customer understands and agrees that information it posts, or that its Authorized Users post, to the Platform will be public.

5.3 Obligations. During and after the term of this Agreement, the Receiving Party shall: (a) not use (except for performance of this Agreement) or disclose Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party; and (b) take no less than the same measures that it takes with its own Confidential Information, and in any case no less than reasonable measures, to maintain the Confidential Information of the Disclosing Party in confidence.

5.4 Exceptions. Either Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party reasonable advance notice of such required disclosure and cooperates with the Disclosing Party so that the Disclosing Party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

5.5 Ownership. All Confidential Information disclosed by Disclosing Party shall remain the property of the Disclosing Party. The Disclosing Party reserves all rights in its Confidential Information. Nothing in this Agreement or the disclosures envisaged by this Agreement shall (except for the limited use right above) operate to transfer, or operate as a grant of any Intellectual Property Rights in the Confidential Information.

6. DATA PRIVACY AND DATA SECURITY

6.1 Data Controllers. To the extent that EU/UK Data Protection Laws apply to the Processing of Personal Data, including Personal Data contained in the Customer Content, in connection with the provision of the Services and Platform to Customer (the "Service Personal Data"), each Party is an independent Controller in respect of the Service Personal Data and shall independently determine the purposes and means of such processing. Each Party acknowledges and confirms that they will observe all applicable requirements of EU/UK Data Protection Laws in relation to its processing of Service Personal Data, and will, on request, provide the other at its own expense (unless otherwise stated below) with reasonable assistance, information and cooperation to ensure compliance with the respective obligations under EU/UK Data Protection Laws in relation to the Service Personal Data.

6.2 Compliance with EU/UK Data Protection Laws. Each Party acknowledges, confirms and represents for its own part that, as a Controller of Service Personal Data: (a) all Service Personal Data collected by it or on its behalf for processing in connection with the performance of this Agreement or which is otherwise provided or made available to the other Party shall comply with and have been collected or otherwise obtained in compliance with EU/UK Data Protection Laws; and (b) all instructions given in respect of the Service Personal Data shall be in accordance with EU/UK Data Protection Laws.

6.3 Purposes of Processing. The Parties will work together in good faith to ensure the information referred to in EU/UK Data Protection Laws including Articles 13 and 14 of the EU GDPR is made available to relevant Data Subjects in relation to the processing by either Party when acting as a Controller.

6.4 Complaints. If either Party receives any complaint, notice or communication from a Supervisory Authority or the Commissioner which relates directly or indirectly to the other Party's: (a) processing of Service Personal Data; or (b) a potential failure to comply with EU/UK Data Protection Laws, the first Party shall, to the extent permitted by law, promptly forward the complaint, notice or communication to the other Party and provide the other Party with reasonable co-operation and assistance in relation to the same.

6.5 Transfers. The Parties acknowledge that each Party may transfer and otherwise process or have transferred or otherwise processed Service Personal Data outside the European Economic Area and/or UK provided that such transfer is made in compliance with EU/UK Data Protection Laws.

6.6 Data Security. During the Term, each Party shall implement appropriate technical and organizational security measures in relation to the processing of Service Personal Data and shall implement and maintain an information security program that incorporates administrative, technical and physical safeguards designed to: (a) ensure the security and integrity of the Service Personal Data and Customer Content; (b) prevent unauthorized access to, or disclosure of, the Service Personal Data and Customer Content; and (c) protect against threats, hazards and security incidents with respect to the Service Personal Data and Customer Content.

6.7 Customer's Obligations. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other usernames and passwords required in order to access the Platform and the Services. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Talentsky is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer's sole cost and expense.

7. INTELLECTUAL PROPERTY RIGHTS.

7.1 Talentsky Technology. This Agreement does not grant to Customer any ownership interest in the Talentsky Technology. The Talentsky Technology is proprietary to Talentsky and Talentsky and/or its licensors have and retain all right, title and interest, including all Intellectual Property Rights therein. Customer acknowledges that any trademarks, trade names, logos, service marks, or symbols adopted by Talentsky to identify the Platform and the Services belong to Talentsky and/or its licensors, and that Customer has no rights therein. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Talentsky Technology, including any right to obtain possession of any source code, data or other technical material relating to the Talentsky Technology. All rights not expressly granted to Customer are reserved to Talentsky.

7.2 Customer License; Ownership. The Customer Content, and Customer's Confidential Information, and all worldwide Intellectual Property Rights therein, are the exclusive property of Customer. All rights in and to the Customer Content and Customer's Confidential Information not expressly granted to Talentsky in this Agreement are reserved by Customer. Customer grants Talentsky a non-exclusive, worldwide, royalty-free and fully paid license during the Term: (a) to download, store, process and use the Customer Content as necessary for purposes of providing and improving the Platform and the Services; (b) to use the Customer Marks as required to provide the Services; (c) as applicable, share the Customer Content and other Services usage statistics with the Authorized Reseller from whom Customer purchased access to the Services solely for such Authorized Reseller's internal business purposes, including to provide services to Customer; and (d) on a perpetual basis, to use the Customer Content in an aggregated and anonymized form to: (i) improve the Services, the Platform and Talentsky's related products and services (including through various machine learning exercises); (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Platform and Services, provided, however, that no Customer-only statistics will be disclosed to third parties without Customer's consent.

7.3 Feedback. Customer hereby grants Talentsky a perpetual, irrevocable, royalty-free and fully paid right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer related to the Talentsky Technology, including for the purpose of improving and enhancing the Platform and the Services; provided that Customer is not referenced in such use.

7.4 Publicity. Talentsky may use Customer's name and Customer Marks in its Customer list (including on Talentsky's website, social media and in sales and marketing materials) in the same manner in which it uses the names of its other customers. Talentsky shall use Customer Marks in accordance with Customer's applicable branding guidelines and Talentsky may not use Customer's name in any other way without Customer's prior written consent (with email consent deemed sufficient).

8. WARRANTIES; DISCLAIMERS.

8.1 Talentsky Limited Warranty. Talentsky represents and warrants that the Platform will operate materially in accordance with the Documentation. Customer must report any deficiencies in the performance of the above warranty to Talentsky in writing within thirty (30) days of the non-conformance. Provided the Customer has complied with the foregoing, for any breach of the above warranty, Customer's exclusive remedy, and Talentsky's entire liability, will be Talentsky's prompt correction of the material failure to conform with the foregoing warranty. If Talentsky fails to correct the material failure as warranted, Customer's sole and exclusive remedy shall be to terminate this Agreement and receive a refund of any pre-paid but unearned Fees prorated on a monthly basis for the remainder of the term of the applicable Order Form.

8.2 Customer Warranty. Customer represents and warrants that: (a) it has procured all applicable consents required to provide the Customer Content to Talentsky for the provisioning of the Platform, and the performance of the Services, including in accordance with Section 2.4 and all applicable privacy laws; (b) it will facilitate Authorized User registration and signup to access the Platform and Services in accordance with the TOS and Privacy Policy; (c) it will not use the Platform or the Services to engage in recruitment or hiring practices in a manner contrary to federal, state, or local laws (such as by engaging in discriminatory employment practices); (d) the Customer Content will not: (i) infringe or misappropriate any third party's Intellectual Property Rights; (ii) be deceptive, defamatory, obscene, pornographic or unlawful; (iii) contain any viruses, worms or other malicious computer programming codes intended to damage Talentsky's Technology; and (iv) otherwise violate the rights of a third party (including under all applicable privacy laws); and (e) neither Customer, nor any of its Authorized Users, shall upload to the Platform any Customer Content that contains any sensitive personal information (such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers). Customer agrees that any use of the Platform contrary to or in violation of the representations and warranties of Customer in this Section 8.2 constitutes unauthorized and improper use of the Talentsky Technology.

8.3 DISCLAIMERS.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TALENTSKY TECHNOLOGY IS PROVIDED "AS IS" AND "AS AVAILABLE" AND TALENTSKY AND ITS LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, ORAL, STATUTORY, EXPRESS, IMPLIED, BY COURSE OF COMMUNICATION OR DEALING, OR OTHERWISE. EXCEPT AS SPECIFIED IN SECTION 8.1, TALENTSKY AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE TALENTSKY TECHNOLOGY AND ANY OTHER PRODUCT OR SERVICES FURNISHED UNDER THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TALENTSKY DOES NOT WARRANT THAT THE PLATFORM IS ERROR-FREE OR THAT THE PLATFORM OR THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, OR THAT CUSTOMER WILL BE ABLE TO SUCCESSFULLY BUILD A TALENT PIPELINE THROUGH THE PLATFORM AND TALENTSKY GRANTS NO OTHER WARRANTY REGARDING THE USE BY CUSTOMER OF THE PLATFORM OR SERVICES. THE TALENTSKY TECHNOLOGY MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TALENTSKY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

(b) TALENTSKY IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS, ALL LIABILITY IN CONNECTION WITH (A) THE CONDUCT OF ANY AUTHORIZED RESELLER, (B) DECISIONS BY THE AUTHORIZED RESELLER (INCLUDING DECISIONS REGARDING SUSPENSION), AND (C) ANY PROVISION OF ADDITIONAL OR SUPPLEMENTAL RESELLER SERVICES RENDERED BY AN AUTHORIZED RESELLER OR ANY THIRD PARTY IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICES.

(c) CUSTOMER ACKNOWLEDGES AND AGREES THAT TALENTSKY IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD TALENTSKY LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE PLATFORM INCLUDING OTHER USERS OR CUSTOMERS. THE RISK OF INJURY FROM SUCH THIRD-PARTY CONDUCT RESTS ENTIRELY WITH CUSTOMER.

(d) FROM TIME TO TIME, TALENTSKY MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH CUSTOMER MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT TALENTSKY'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

9. INDEMNIFICATION

9.1 By Talentsky. Talentsky will defend at its expense any suit brought against Customer, and will pay any settlement Talentsky makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Platform or the Services infringes such third party's patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Platform or Services becomes, or in Talentsky's opinion is likely to become, the subject of a claim of infringement ("Infringing Technology"), Talentsky may, at Talentsky's option: (a) procure for Customer the right to continue using the Infringing Technology; (b) replace the Infringing Technology with non-infringing software or services which do not materially impair the functionality of the Platform or Services; (c) modify the Infringing Technology so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Talentsky Technology. Notwithstanding the foregoing, Talentsky will have no obligation under this Section or otherwise with respect to any infringement claim based upon: (i) any use of the Platform or Services not in accordance with this Agreement, an applicable Order Form, the TOS, or as specified in the Documentation; (ii) any use of the Platform or Services in combination with other products, equipment, software or data not supplied by Talentsky; or (iii) any modification of the Platform or Services by any person other than Talentsky or its authorized agents (collectively, the "Exclusions" and each, an "Exclusion"). This Section states the sole and exclusive remedy of Customer and the entire liability of Talentsky, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

9.2 By Customer. Customer will defend at its expense any suit brought against Talentsky, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to: (a) an Exclusion, or (b) Customer's breach or alleged breach of Section 8.2. This Section states the sole and exclusive remedy of Talentsky and the entire liability of Customer, or any of its officers, directors, employees, shareholders, contractors or representatives, for the claims and actions described herein.

9.3 Procedure. The indemnifying Party's obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified Party promptly notifying the indemnifying Party in writing of any threatened or actual claim or suit; (b) the indemnifying Party having sole control of the defense or settlement of any claim or suit; and (c) the indemnified Party cooperating with the indemnifying Party to facilitate the settlement or defense of any claim or suit.

10. LIMITATION OF LIABILITY.

10.1 Types of Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY NOR TO ANY THIRD PARTIES FOR LOST PROFITS OR LOST DATA OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE LOSSES OR DAMAGES HOWEVER ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE TALENTSKY TECHNOLOGY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, WHETHER FORESEEABLE OR NOT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE, OCCUR OR RESULT. IN NO EVENT SHALL TALENTSKY BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

10.2 Amount of Damages. EACH PARTY'S AGGREGATE CUMULATIVE LIABILITY FOR DAMAGES FOR SERVICES PERFORMED WILL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Basis of the Bargain. THESE LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN TALENTSKY AND CUSTOMER. TALENTSKY'S FEES FOR THE SERVICES REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

10.4 Exclusions. THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO: (A) A BREACH BY A PARTY OF SECTIONS 2 OR 5; (B) A PARTY'S INDEMNIFICATION OBLIGATIONS; (C) CUSTOMER'S OBLIGATIONS UNDER SECTIONS 3 AND 8.2; OR (D) ANY DEATH OR PERSONAL INJURY CAUSED BY EITHER PARTY'S NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

11. GENERAL PROVISIONS.

11.1 Relationship Between the Parties. Talentsky is an independent contractor; nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Talentsky. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Each Party will maintain appropriate worker's compensation insurance for its employees as well as general liability insurance.

11.2 Injunctive Relief. Customer acknowledges that the Platform and the Services contain valuable Intellectual Property Rights and proprietary information of Talentsky, that any actual or threatened breach of Sections 2 or 5 will constitute immediate, irreparable harm to Talentsky for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If Customer continues to use the Platform or the Services after its right to do so has terminated or expired, Talentsky will be entitled to immediate injunctive relief without the requirement of posting bond.

11.3 Compliance With Laws. Customer warrants that it will comply in all respects with all applicable laws, including Export Administration Regulations, as applicable, and all other U.S. export and re-export restrictions applicable to the Talentsky Technology licensed hereunder.

11.4 Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, and any assignment or transfer in derogation of the foregoing shall be null and void, provided, however that either Party shall have the right to assign the Agreement, without the prior written consent of the other Party, to the successor entity in the event of merger, corporate reorganization or a sale of all or substantially all of such Party's assets. This Agreement shall be binding upon the Parties and their respective successors and permitted assigns.

11.5 Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Talentsky, by emailing legal@talentsky.com and if to Customer by emailing the Customer Point of Contact email address listed on the Order Form, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other Party at the Party's address as listed on the Order Form by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each Party may change its email address and/or address for receipt of notice by giving notice of such change to the other Party.

11.6 Arbitration. In the event a dispute arises between the Parties hereto arising out of or in connection with or with respect to this Agreement or any breach thereof ("Dispute"), such Dispute shall be determined and settled by arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association. The award rendered thereon by the arbitrator shall be final and binding on the Parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, nothing shall prevent either Party from seeking relief in any court of competent jurisdiction for any misuse or misappropriating of such Party's Intellectual Property Rights or Confidential Information.

11.7 Governing Law. The Agreement is governed by the laws of the State of California, without regard to its conflicts of laws or provisions and this Agreement shall not be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. To the extent a Dispute is excluded from Section 11.6, such Dispute shall be brought in a state or federal court in the County of Santa Clara and each Party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing Party in any action to enforce this Agreement (including under Section 11.6) shall be entitled to recover attorneys' fees, court costs, and other collection expenses.

11.8 Waivers; Severability. Any waivers shall be effective only if made in writing signed by representatives authorized to bind the Parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Customer agrees that Section 10 will remain in effect notwithstanding the unenforceability of any provision in Sections 8 and 9.

11.9 Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to."

11.10 Force Majeure. Any delay in the performance of any duties or obligations of either Party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outages any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible.

11.11 Entire Agreement; Amendment. This Agreement and any applicable Order Form constitutes the complete agreement between the Parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form and these Enterprise Subscription Terms, the terms and conditions of the Enterprise Subscription Terms will govern, except to the extent that the Order Form expressly states that it supersedes specific language in the Agreement. It is expressly agreed that the terms and conditions of this Agreement and any Order Form supersede the terms of any Customer purchase order. An Order Form may be modified or amended only by a writing signed by a duly authorized representative of each Party; no other act, document, usage, or custom will be deemed to amend or modify an Order Form. Talentsky may modify these Enterprise Subscription Terms on a going forward basis from time to time by posting the modified Enterprise Subscription Terms to www.talentsky.com/enterpriseterms, and any such modifications will take effect upon renewal of the Order Form.

11.12 U.S. Government Restricted Rights. If Customer is a government end user, then this provision also applies to Customer. The software contained within the Platform and the Services and provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as "commercial items," "commercial computer software" and/or "commercial computer software documentation." Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by this Agreement and shall be prohibited except to the extent expressly permitted by this Agreement.

Contact Us

If you have any questions about these Enterprise Subscription Terms, please contact us at legal@talentsky.com.