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.

(Last updated March 2025)

These General Terms and Conditions (these “General Terms”) are between TalentNeuron, LLC, a Delaware limited liability company, on behalf of itself and its affiliates (“Company”), 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. Company currently provides certain products and services that can generally be described as SaaS or Data Services. “SaaS” means Company’s provisioning of access to Company’s proprietary, hosted platform. “Data Services” means Company’s licensing of certain application programming interface(s) (“API”s) to Client. Company also provides Professional Services. “Professional Services” are the services provided by Company as set out in a Statement of Work (“SOW”). 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 Company and Client. The supplemental terms and conditions set forth in the “Data Processing Addendum (“DPA”),” apply solely to SaaS Services included in a Service Order in which Company will be processing Personal Data (as defined in the DPA).
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 Company, 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 Company 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 9 (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 Company. 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. Company 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 Company in writing and parties will enter into an additional Service Order or amend the existing Service Order.
4. Licencing 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, Company hereby grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Term of the applicable Service Order.
   2. Only the individuals authorized by Client and to whom access to the Services is granted, e.g. by providing a login, and/or (ii) for whom a profile is created (each a “Licensed User”) may access or use the Services. All Licensed Users must be employees or contractors of Client. Each Licensed User will be issued a unique username and password, which is for individual use only and may not be transferred, reassigned, or shared (unless specifically authorized by Company). Client accepts responsibility for all actions taken through its account credentials, and Company 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 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 Company; (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 Company’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.
   4. Client further agrees the following restrictions relevant to the Company Data must also be observed and that it shall not, nor shall it permit any third party or person using the Service on behalf of Client to: (i) use artificial intelligence or machine learning to create derivative works of, or to otherwise analyze or process, the Company Data; (ii) use 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 Company Data, or any data or content relating to the Company Data; (iii) use the Company 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; or (iv) share the Company Data with any third party.
5. Professional Services. To the extent Company will be providing Professional Services under this Agreement, the following terms and conditions will apply:
   1. Cooperation. Client acknowledges that the Professional Services may be performed in cooperation with Client personnel. Client will furnish to Company such information as reasonably necessary or appropriate to perform the Professional Services (“Client Information”). Client hereby grants Company 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 Company in writing within ten (10) days after delivery whether it accepts or rejects the Deliverable (as defined below). 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 Company within such ten (10) day period, then Client shall be deemed to have accepted the Deliverable. 
   3. Rework. If Client rejects any Deliverable, Company will repair or replace the Deliverable so that it complies with Client's rejection notice. Company will again submit the corrected Deliverable to Client for acceptance pursuant to this Section 5. If Company fails to correct the nonconforming Deliverable within a reasonable time, then (a) the parties may agree that Company 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 Company shall immediately refund to Client all fees paid hereunder for the rejected Deliverable).
6. Ownership.
   1. Subscription SaaS and DaaS Services
      1. Company, 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 Company’s performance of any Service (the “Company 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”).
   2. Professional Service Deliverables
      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. “Deliverable” means any work product that is specified in a Statement of Work and delivered to Client by Company 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, Company makes all assignments to Client necessary to accomplish the foregoing ownership.
      2. Background Materials. Company (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 Company prior to the Effective Date, or which are developed by or for Company outside of this Services Agreement, or which are owned by a third party. To the extent that Company includes any Background Materials in any Deliverable, then Company 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 Company 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 Company use or disclose any of Client's Confidential Information in violation of this Agreement.
7. Use of Name, Trademark, and Logo. Except for Company’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.
8. Fees and Expenses.
   1. Fees. Client agrees to pay Company 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 Company 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 Company.
   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 Company's net income.
9. 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, Company may increase the fees specified in the applicable Service Order by no more than five percent (5%); provided Company 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 9.
   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. In the event of a termination by Client under this Section 9(b) as result of Company’s failure to cure any such material breach, Company will provide Client with a prorated refund of any prepaid fees attributable to Services not rendered after the effective date of the termination.
   3. In addition to any remedies that may be provided under the Agreement, Company 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.
10. Indemnification.
    1. Client shall (i) defend Company and its affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (each, a “Company 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 Company”); and (ii) indemnify and hold harmless the Company 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 Company. The obligations set forth in this Section 10(a) shall not apply in the event Company’s actions and/or omissions have contributed to any of the Losses.
    2. Company 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) Company’s violation of any applicable law; or (C) Company’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 10(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).
11. 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 COMPANY 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 COMPANY’S PRICING, AND ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES.
12. ‍WARRANTIES; DISCLAIMER OF WARRANTIES; ACKNOWLEDGEMENTS.
    1. Company represents and warrants the following:
       1. SaaS Services. Company represents and warrants that the Services will perform substantially in accordance to the functional specifications listed in the Documentation for the applicable Service. “Documentation” means the technical and functional documentation for the SaaS which Company makes available to the public or to Client specifically, as updated from time to time.
       2. 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.
       3. Deliverables. TalentNeuron represents and warrants that, as delivered, the Deliverables will substantially comply with the specification described in the applicable Statement of Work.
    2. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND COMPANY 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.  COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE AVAILABLE OR WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE. COMPANY 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.
    3. CLIENT ACKNOWLEDGES THAT ALL COMPANY 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 COMPANY 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 COMPANY. 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 COMPANY 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.
13. 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 Company to Client related to Company’s provision of the Services, and all trade secrets, processes, techniques, and improvements and derivatives of the foregoing are Company’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 Company, 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.
14. Security. Data Security; Privacy. Company 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 Company believes maintain adequate security measures given the services such vendors are to perform for Company. Company’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, Company 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 Company Data within its possession or control. Client will promptly report any security deficiencies or security incidents that may impact or compromise the Services or Company Data to Company by emailing: support@talentneuron.com. To the extent Company will be processing any Personal Data in performance of the Services, the Data Processing Addendum attached hereto as Exhibit B shall apply.
15. Miscellaneous
    1. Relationship of the Parties. The relationship of Company 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 Company. Any purported assignment in violation of this Section 15(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. The parties agree that any dispute, controversy, or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association (AAA) then in effect. The arbitration shall be conducted in New York, New York, before a single arbitrator, and the decision of the arbitrator shall be final and binding on all parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
    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 Company, or (ii) seek to impose liability on Company as a result of the Services.
    5. Surviving Clauses. Sections 4, 6, 7, 8, 9, 11, 12(b), 13, and 15, 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, Company 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 Company, 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, Company 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.
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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

AGREED to by the parties:

TALENTNEURON
By:
Name:
Title:
Date:

CLIENT
By:
Name:
Title:
Date: