Effective date: February 16, 2022

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is between Talk Hiring Inc., a Delaware corporation (Licensor) and Institution using Talk Hiring, (“Licensee”).

WHEREAS, Licensor is engaged in the business of developing cloud-based software as a service (SaaS) and curriculum located at www.talkhiring.com (the “Licensed Website”) to educate and train users for employment interviews.

WHEREAS, Licensee is an institution seeking to educate and prepare enrolled participants for the rigors and nuances associated with the employment interview process; and

WHEREAS, Licensee wishes to subscribe to the Licensed Website which is owned, operated, and maintained by Licensor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the

Parties agree as follows:

LICENSOR'S LICENSED WEBSITE IS COPYRIGHTED, AND LICENSED (NOT SOLD) TO LICENSEE. LICENSOR DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED WEBSITE TO LICENSEE. LICENSE OF THE LICENSED WEBSITE WILL NOT COMMENCE UNTIL LICENSEE HAS EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF LICENSOR HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXECUTED BY LICENSEE.

1.         DELIVERY AND ACCEPTANCE OF LICENSED WEBSITE

a.         Initial Delivery of Licensed Materials. Upon execution of this Agreement, Licensor shall provide Licensee or Licensee’s Enrolled users with a code to access the Licensed Website.

            b.         Ongoing Payments.  Licensee shall make ongoing payments for access to the Licensee's Website in the following increments and intervals as set forth in the Terms of the Proposal which are incorporated by reference.

            c.         Licensor Deliverables. Licensor shall provide Licensee and Licensee’s enrolled users with access to the Licensed Website. Licensee shall have full access to Licensor’s mock interviewing tool.   Full access includes:

1.         Access to all of Licensor’s question sets by enrolled users and Licensee’s staff from any device;

2.         Access to Licensed Website dashboard for Licensee’s staff to track enrolled users’ progress and analytics for user performance;

3.         Users can access and utilize mock interviews with restrictions outlined in the Terms of the Proposal during the subscription period;

4.         Users receive automated interview feedback and analytics from each completed mock interview; and

5.         Users’ interview and interview analytics, and feedback is accessible to Licensee’s staff.

6.         Licensor may use Licensee's name and logo in marketing materials and on Licensor's website.

c.         Licensee Deliverables.  Licensee shall:

1.         make timely payments in accordance with the Terms of the Proposal;

2.         make reasonable efforts to ensure optimum use of Licensed Website among enrolled users by sharing the platform with users, and training the users to use the License Website; 

3.         include Licensed Website in job development, soft skills and work readiness curricula; 

4.         track progress and qualitative and quantitative benefits of Licensed Website among enrolled users Users; and

5.         Provide Licensor with user feedback upon request including responding to questionnaires.

2.         FEES AND PAYMENTS.  

The license fee for the Licensed Website is specified in the Terms of the Proposal. Licensee must pay this amount directly to Licensor upon execution of this Agreement and prior to being granted access to the License Website, and shall make timely periodic payments for continued subscription as set forth in the Terms of the Proposal.

Licensor is solely responsible for payment of any taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from Licensee acceptance of this license and Licensee use of the Licensed Website.

Licensor reserves the right to change its on-going subscription fee on thirty (30) days' advance notice (to apply on a prospective basis only).

Licensor retains exclusive rights and discretion to introduce Enhancements, Updates or Patches to the Licensed Website as Licensor deems necessary.  Nothing in this agreement shall obligate Licensor to introduce any Enhancements, Updates or Patches at a specific time, or at any time.

3.         PROPRIETARY PROTECTION AND RESTRICTIONS.

Licensor shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Website and all modifications, enhancements, patches, and derivative works thereof (including ownership of all trade secrets, trademarks, and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to Licensee herein by Licensor. This Agreement does not provide Licensee with title or ownership of the Licensed Website, but only a right of limited use.

Licensee may not use, copy, modify, or distribute the Licensed Website (electronically or otherwise), or any copy, adaptation, transcription, derivative work, or merged portion thereof, except as expressly authorized by Licensor except as part of Licensee’s Products. Licensee may not reverse assemble, reverse compile, or otherwise translate the Licensed Website. Licensee’s rights may not be transferred, leased, assigned, or sublicensed. No service bureau work, multiple-user license, or time-sharing arrangement is permitted, except as expressly authorized by Licensor. 

If a third party claims that the Licensed Website infringes its patent, copyright, or trade secret, or any similar intellectual property right, Licensor will defend Licensee against that claim at Licensor's expense and pay all damages that a court finally awards, provided that Licensee promptly notifies Licensor in writing of the claim, and allows Licensor to control, and cooperates with Licensor in the defense or any related settlement negotiations. If such a claim is made or appears possible, Licensee agrees to permit Licensor to enable Licensee to continue to use the Licensed Website, or to modify or replace it. If Licensor determines that none of these alternatives is reasonably available, Licensee agrees to relinquish access to the Licensed Website on Licensor's written request.  Licensor has no obligation for any claim based on Licensee’s modification of the Licensed Website or its combination, operation, or use with any product, data, or apparatus not specified or provided by Licensor, provided that such claim solely and necessarily is based on such combination, operation, or use and such claim would be avoided by combination, operation, or use with products, data, or apparatus specified or provided by Licensor. THIS PARAGRAPH STATES LICENSOR'S ENTIRE OBLIGATION TO LICENSEE WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

4.         YOUR ACCOUNT. 

Licensee and Licensee’s enrolled users are responsible for maintaining the confidentiality of account information, credit card information, email addresses, passwords and IDs that may be required to use the site and for restricting access to your computer or other devices.  You further agree that you are responsible for all activity that occurs under or with the use of your Account Information (including, without limitation, email addresses and password). You agree to notify Company immediately of any unauthorized use of your account or password, or any other breach of security. Company reserves the right in its sole discretion to refuse access to this site or the products and services provided through it, and usage rights, edit or remove content or submissions to this site and cancel orders or requests for materials made through this site.

5.         ALLEGED VIOLATIONS.

Licensor reserves the right to terminate your use of the Licensed Website. To ensure that Licensor provides a high quality experience for you and for other users of the Licensed Website, you agree that Licensor or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Licensed Website or the Service. Licensor does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Licensor reserves the right to terminate your account or your access to the Licensed Website immediately, with or without notice to you, and without liability to you, if Licensor believes that you have violated any of the Terms of Use, furnished Licensor with false or misleading information, or interfered with use of the Licensed Website or the Service by others.

6.         TERM OF AGREEMENT; TERMINATION.  

             Licensee’s license of the Licensed Website shall become effective upon execution of this Agreement and payment of fees set forth in the Terms of the Proposal unless sooner terminated as provided herein. 

            Upon termination of this Agreement, all rights granted to Licensee will terminate and revert to Licensor. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of Licensee’s use of the Licensed Website.

7.         CONFIDENTIALITY AGREEMENT.

            7.1    Confidential Information

            a.     By virtue of this Agreement, the parties may have access to information that is confidential to one another ("confidential information").  All Confidential Information disclosed pursuant to this Agreement shall be governed by the terms of the Privacy Policy (https://talkhiring.com/privacy-policy) and Terms of Use (https://talkhiring.com/terms-of-use) of the web site.

            b.         Upon written request from Licensee, Licensor shall delete all enrolled user data and interview data, excepting analytical data derived therefrom. 

            7.2    Injunctive Relief.

In the event of a breach of any of the provisions of Section 7.1, each party agrees that the other party will not have an adequate remedy at law, and accordingly each party agrees that the other party, in addition to any other available legal or equitable remedies, is entitled to seek injunctive relief against such breach without any requirement to post bond as a condition of such relief.

8.         INDEMNITY. 

You agree to indemnify Licensor for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms of Use, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Licensor will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

9.         TRADEMARKS.

Licensee may use and display the trademarks of Licensor to identify the Licensor’s Licensed Website.  No other use of Licensor’s trademarks is authorized.

10.       COPYRIGHTS.

All contents of Site or Service are: Copyright © 2020 Talk Hiring Inc., 447 Broadway 2nd FL #334, New York, NY, 10013. All rights reserved.  All Documents on the site are: Copyright ©2020 Talk Hiring Inc., 447 Broadway 2nd FL #334, New York, NY, 10013.

11.       OWNERSHIP.

All content included on this site, including, without limitation, text, graphics, images, designs, artwork, photographs, logos, trademarks, audio or video clips, digital downloads, data compilations and software, is the property of, or licensed to, Licensor or is the property of Licensor’s content suppliers or licensors and protected by the laws of the United States and other countries and international treaties. The compilation of all content of this site is the property of Licensor and is protected by the laws of the United States and other countries and international treaties. You are advised that Licensor will aggressively enforce its intellectual property rights to the fullest extent of the law, which may include the seeking of criminal prosecution.

12.       TERMS OF USE and PRIVACY POLICY

Licensee acknowledges and accepts the Licensors’ Terms of Use (https://talkhiring.com/terms-of-use) and Privacy Policy (https://talkhiring.com/privacy-policy).  Licensor’s Privacy Policy and Terms and Use are incorporated herein by reference as if set forth in full and complete terms.

13.       MISCELLANEOUS.

            13.1     Independent Contractor. Licensor, in performance of this Agreement, is acting as an independent contractor and shall have the exclusive control of the manner and means of performing the work. 

            13.2     Assignment. Neither party may transfer or assign this Agreement or its rights hereunder without the prior written consent of the other party, except to a successor to all the business and properties of the assigning party, and except that Licensor may in its discretion pledge or assign its rights to payment hereunder.  Subject to the foregoing, this Agreement shall inure to the benefit of and shall be binding on the parties hereto, and their respective permitted successors and assigns.

            13.3     Headings. The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

            13.4     Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York exclusive of choice-of-law provisions.

            13.5     Venue. Any dispute arising from or relating to this Agreement shall be adjudicated in the appropriate state or federal court located in the Borough of Manhattan, State of New York.

            13.6     Attorneys’ Fees.  The prevailing party in any controversy, dispute, difference or disagreement arising under this License Agreement shall be entitled to reasonable attorneys’ fees and expenses from the non-prevailing party.

            13.7     Modification. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement of the modification is sought.

            13.8     Waiver. No delay or omission by either party to exercise any right or power occurring upon any noncompliance or default with respect to any terms of this Agreement shall impair any such right or power, or be construed as a waiver thereof.  A waiver by either party of any of the covenants, conditions, or agreements to be performed by a party shall not be construed as a waiver of any succeeding breach or default in the same or any other term or condition hereof.

            13.9   Severability. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect.

            13.10 Each party represents and warrants that it has full power and authority to undertake the obligations set forth in this Agreement, and that it has not entered into any other agreement nor will it enter into any other agreements that would render it incapable of satisfactorily performing its obligations hereunder. 

            13.11   Each party agrees that it will comply with all applicable laws and regulations of government bodies or agencies in its performance under this Agreement.

            13.12   INTEGRATION. THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF LICENSOR'S OBLIGATIONS AND RESPONSIBILITIES TO LICENSEE AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF LICENSOR RELATING TO THE SUBJECT MATTER HEREOF.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives effective as of the day and year first above written.