MASTER SERVICE AGREEMENT

Talentify, Inc. (“Talentify”) a Florida corporation located at 7515 Lake Abert Dr. Windermere, FL, 34786 offers Services (defined below) through its proprietary Platform TalentFlux or talentflux.com (defined below). Talentify hereby agrees to provide its Services to the Client (defined below) executed in connection with this Master Service Agreement, who desires to use the Telentify Services and Products in accordance with the terms and conditions set forth in this Master Service Agreement (“Agreement”).

This Agreement applies to all visitors, users, and others who access the Service, whether on behalf of a company, organization, or other entity or on their own individual behalf (“Users”).

GENERAL TERMS

1. Definitions

"Agreement" means these terms of service and all materials referred here.

“Client” means a company that is paying to have access to the Talentflux platform under the commercial terms of the Order Form.

“Talentflux” or “Platform” TalentFlux is an intelligent recruitment technology platform that sits on top of any ATS or is implemented as a standalone solution for high-volume sourcing and hiring. Using a myriad of new, integrated technologies, first Talentflux finds, engages and pre-qualifies candidates, then it helps hiring managers review, interview the best, automatically.

“Confidential Information” means all information provided by the Client or Talentify ("Discloser") to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

“Job Post” the way to request Talentflux to find matched candidates for a job.

“Job Opening” the number of job vacancies the client needs to fill by hiring a candidate.

"Matched Candidate" means a single qualified and interested candidate, prospect, lead, or other individual (other than a User) whose Matched Candidate Information is provided to the Client in the Platform.

"Matched Candidate Information" means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by candidates or visitors or uploaded by the Client to the Platform.

“User” means the Client employees using the Platform.

“Job Profiles” are the transcription of the Client job descriptions to the Talentflux Platform job fit score algorithm which include: distance calculation, candidate experience, candidate interest in the position and ideal behavioral assessment profile.

"Data" means all information that is provided by a matched candidate or job seeker.

"Customer Materials" means all materials, creative and/or copy that the Client provides or post, upload, input or submit for public display through the Platform.

"Seats" means your employees, representatives, consultants, contractors or agents who are authorized to use the Platform for your benefit and have unique user identifications and passwords for the Platform.

"Talentify", "we", "us" or “our” means Talentify, Inc.

"You", "your" or “Customer” means the person or entity using the Platform.

THE TALENTFLUX SERVICE

Talentflux is an Intelligent job posting that will find, engage and pre-qualify candidates per post and per location, and provide users with two-way text and calendar sync.

IT WHITELIST RECOMMENDATION

To ensure optimal use of the Platform we recommend that the Client technology department whitelists the following domains:

TALENTIFY’S PROPRIETARY RIGHTS

This is an Agreement for access to and use of the Platform, and you are not granted a license to any software by this Agreement. The Platform is protected by intellectual property laws. The Platform belongs to and is the property of Talentify. We retain all ownership rights in the Platform. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Platform in whole or in part, by any means, except as expressly authorized in writing by us. Talentify, the Talentflux logos, and other marks that we use from time to time are our trademarks.

THE CLIENT PROPRIETARY RIGHTS

As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Platform and Services to you and as permitted by this Agreement. If you are using the Platform or receiving Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

SUGGESTIONS

At your discretion, you may provide suggestions to Talentify concerning the functionality and performance of the Site (“Feedback”). If you suggests any Feedback, you hereby grant Talentify a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such Feedback and materials for any purpose without restriction or compensation of any kind.

CONFIDENTIALITY

The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

DATA

Aggregate Data. We may monitor use of the Platform by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.

SAFEGUARDS

Talentify maintains commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States. Talentify, Inc. will comply with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries. In addition, for the purposes of Article 26(2) of Directive 95/46/EC, European Union member state customers may enter into a Data Processing Agreement that includes the Standard Contractual Clauses adopted by the European Commission in order to further provide adequate safeguards with respect to the data processed under this Agreement. You acknowledge that in all cases that Talentify acts as the processor of Customer Data and you remain controller of Customer Data for applicable European Union data protection regulations.

NO SENSITIVE INFORMATION. YOU AGREE NOT TO USE THE PLATFORM TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION INCLUDING SOCIAL SECURITY, AGE, GENDER, ETHNICITY OR OTHER SIMILAR INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE PLATFORM TO COLLECT OR MANAGE SENSITIVE INFORMATION.

UNAUTHORIZED USE

You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account.

ACCEPTABLE USE OF PLATFORM’S COMMUNICATION SERVICE

You agree to use email and text inside the Platform only in compliance with any terms of use. We do not control the content, messages or information exchanged by the Users and Candidates. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.

SEVERABILITY

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

NOTICES

Notice will be sent to the address set forth herein, and will be deemed delivered as of the date of actual receipt.

To:
Talentify
7380 W Sand Lake Rd
Suite 500, Orlando, FL 32819

INDEMNIFICATION AND LIMITATION OF LIABILITY

Talentify shall indemnify, defend and hold harmless the Client and its affiliates and their respective officers, directors, employees, agents and contractors, from and against, and pay any costs, expenses and amounts finally awarded or agreed to in settlement of, any and all third party claims to the extent such claims are based upon (i) the negligence and/or willful misconduct of Talentify in performing this Agreement, (ii) any allegation that the software underlying the Platform, when used as provided and in accordance with the terms and conditions of this Agreement, infringes such third party’s intellectual property rights, or (iii) Talentify’s violation of applicable laws.

the Client shall indemnify, defend and hold harmless Talentify and its affiliates and their respective officers, directors, employees, agents and contractors, from and against, and pay any costs, expenses and amounts finally awarded or agreed to in settlement of, any and all third party claims to the extent based upon (i) the negligence and/or willful misconduct of the Client or Authorized Users, or misuse of content, in connection with this Agreement, (ii) any allegation that the the Client Data or other information or content provided by the Client, or the Client’s alteration or combination of the Services with third party content, infringes such third party’s rights, (iii) the Client’s violation of applicable laws, or (iv) the Client’s selection, handling or treatment of a Respondent relating to a job opening and the use of the tools and services made available by Talentify hereunder in connection with such process and any selection and hiring decisions and outcomes made by the Client in connection with the use of the Services.

In all requests for indemnification above (i) the party seeking indemnification shall promptly provide the indemnifying party with written notice thereof and, at the indemnifying party’s request and expense, reasonable cooperation, information, and assistance in connection therewith; and (ii) the indemnifying party shall have sole control and authority with respect to the defense, settlement, or compromise thereof, provided that it shall not settle any such claim without prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned, or delayed.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY, DAMAGES FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS OR INCOME, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, EXCEPT FOR INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF $50,000. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO THE CLIENT. THE CLIENT MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

We might change this agreement with a 15 day notice via email or in-app message. If you continue to use it after that period, You agree to be bound by this Agreement, as modified. Please review the most current version of this Agreement from time to time, located at https://us.talentify.io/terms-of-use and http://www.talentflux.com/service-agreement (or such successor URL as Talentify may provide), so that you will be apprised of any changes

Effective as of April 02, 2017