Talent Pronto SaaS Agreement

This SAAS AGREEMENT (“Agreement"), is entered into as ofthe Order Effective Date set forth in the Initial Order Form entered into byand between Talent Pronto, LLC, a Delaware Limited Liability Company,with a principal place of business at 418 W Garden St., Pensacola, FL 32502("Talent Pronto") and thecustomer identified in the Initial Order Form ("Customer") (collectively, the "Parties," or each, individually, a "Party").

1. Background.  
Talent Pronto has created and provides a modern applicant tracking solution, designed to help businesses attract, screen and hire candidates (referred to herein as the “Platform”). Talent Pronto provides access to the Platform as a software-as-a-service offering, and provides related services associated with the Platform (the “Services”) to its customers. Customer desires to access and use the Platform and receive related Services from Talent Pronto, and Talent Pronto desires to provide Customer such access and Services, subject to the terms and conditions of this Agreement. This Agreement governs Customer and its Authorized Users access to and use of the Platform and Services. By accessing or using the Platform and/or Services, Customer agrees to be bound by the terms and conditions of this Agreement.


2. Definitions.
2.1 "Access Credentials" means the username and password, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Platform.

2.2 "Authorized Users" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Platform under the rights granted to Customer pursuant to this Agreement.

2.3 "Customer Information and Data" means information, data, and other content, which is collected from, shared with or otherwise accessed or received, directly or indirectly by or through the Platform, from Customer, an Authorized User or an individual candidate accessing or using Customer’s System.

2.4 "Customer’s System" means the Customer's information technology infrastructure, including its website, applicant tracking systems, computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

2.5 "Documentation" means any manuals, instructions, or other documents or materials that Talent Pronto provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Platform, including any aspect of the configuration, integration, operation, use, support, or maintenance thereof.

2.6 "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Platform as intended by this Agreement.

2.7 "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, invention, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

2.8 "Law" means any statute, law, ordinance, regulation, rule, code, order, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

2.9 "Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder.

2.10 “Order Form” means the ordering document that is signed by Talent Pronto and Customer and is incorporated into this Agreement by reference, which specifies the Services to be provided by Talent Pronto to Customer and the associated business terms related to such purchase, including the Initial Order Form and any later agreed to Order Forms.

2.11 "Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

2.12 "Process" means to take any action or perform any operation or set of operations that the Platform is capable of taking or performing on any data, designs, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

2.13 "Representatives" means, with respect to a Party, that Party's and its affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

2.14 "Specifications" means the specifications and functionality associated with the Platform set forth in an Order Form.

2.15 “Subscription Term” means the period of time during which Customer is authorized to use the Platform and Services as set forth in an Order Form.  

2.16 "Talent Pronto Systems" means the information technology infrastructure used by Talent Pronto in providing the Platform, including all AI Assistants, computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Talent Pronto or through the use of third-party services.

2.17 "Third-Party Materials" means software, materials and information, in any form or medium, including any open-source or other software, data, content, or components of or relating to the Platform that are not proprietary to Talent Pronto.


3. License and Access to the Platform; Access Credentials.
3.1 Order Forms. This Agreement is entered into in connection with the Parties’ execution of an initial mutually agreed to Order Form (“Initial Order Form”), which is incorporated by reference into this Agreement. The Parties may from time to time hereafter, enter into additional, mutually agreed to, Order Forms for use of the Platform. Each Order Form will be sequentially numbered. Each Order Form shall address any particular features of the Platform being licensed or Services provided, applicable Fees, the Subscription Term and any other Specifications, as applicable.

3.2 License Grant to Platform. Talent Pronto agrees to grant and does hereby grant to Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable right and license to: (i) allow Authorized Users to access and use the Platform as identified in an Order Form in accordance with the Documentation provided therewith and Talent Pronto’s provided instructions, if any, during the Subscription Term solely for internal business operations of Customer (the “License”). The License to the Platform, and Customer’s use under the License, shall be limited to the Authorized Users. The License to the Platform shall begin on the date specified in the Order Form and continue for the duration of the Subscription Term identified in the Order Form, unless the License or this entire Agreement is otherwise earlier terminated in accordance with Section 16. The License set forth in an Order Form shall be subject to and contingent upon Customer’s continued full payment of all License Fees, if any, identified in the Order Form.

3.3 Access Credentials. Each Authorized User shall only access and use the Platform through their own Account Credentials. Authorized Users shall not share their Account Credentials or access with other individuals. Customer shall be responsible for and liable to Talent Pronto for all use and access of the Platform occurring by or through Customer, its Authorized Users or the Account Credentials of Customer’s Authorized Users, including any unauthorized use and all acts, omissions, negligence and intentional acts of such users.

3.4 Documentation License. Talent Pronto hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Platform.

3.5 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Platform, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Platform, and the Third-Party Materials are and will remain with Talent Pronto and the respective rights holders in the Third-Party Materials.


4. Control; Responsibilities and Obligations.
4.1 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the Parties:
(a) Talent Pronto has and will retain sole control over the operation, provision, maintenance, and management of the Platform and Services; and
(b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, Customer’s System, and sole responsibility for all access to and use of the Platform by any Person by or through Customer’s System or any other means controlled by Customer or any Authorized User.
(c) Notwithstanding anything to the contrary in this Agreement, the Platform shall be provided solely from within and on computers, systems, networks, and other infrastructure located in the United States.

4.2 Primary Point of Contact. Each Party shall, throughout the Term, maintain within its organization an individual to serve as such Party's primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement. Each primary point of contact shall be responsible for providing all day-to-day consents and approvals on behalf of such Party under this Agreement. Each Party shall ensure its primary point of contact has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. If either Party's primary point of contact ceases to be employed by such Party or such Party otherwise wishes to replace its primary point of contact, such Party shall promptly name a new primary point of contact by written notice to the other Party.

4.3 Changes. Talent Pronto reserves the right, in its sole discretion, to make any changes to the Platform that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Talent Pronto's Services to its Customers; (ii) the competitive strength of or market for Talent Pronto's Services; or (iii) the Platform' cost efficiency or performance; or (b) to comply with applicable Law.


5. Use Restrictions.
‍Customer shall not, and shall not permit any other Person to, access or use the Platform except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:
(a) modify, tamper with, adapt, translate, enhance or prepare derivative works or improvements of the Platform, content, materials or any portions thereof;
(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part;
(d) bypass or breach any security device or protection used by the Platform or access or use the Platform other than by an Authorized User through the use of his or her own then valid Access Credentials;
(e) input, upload, transmit, or otherwise provide to or through the Platform, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
(f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Platform, Talent Pronto Systems, or Talent Pronto's provision of the Platform, in whole or in part;
(g) remove, delete, alter, or obscure any trademarks, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
(h) access or use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law including, without limitation, any federal, state or local Law prohibiting discrimination in the hiring or employment of individuals;
(i) access or use the Platform for purposes of competitive analysis of the Platform, the development, provision, or use of a competing software service or product or any other purpose that is to the Talent Pronto's detriment or commercial disadvantage; or
(j) otherwise access or use the Platform or Talent Pronto Systems beyond the scope of the authorization granted herein.


6. Fees and Payment.
6.1 Fees. Customer shall pay Talent Pronto the fees set forth in each executed Order Form ("Fees") in accordance with this Section 6.

6.2 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Talent Pronto's income.

6.3 Pricing, Fees and Payment. Customer will pay Talent Pronto all fees for the Platform described in an Order Form and in all subsequent monthly invoices, in the amount and frequency described in the Order Form and invoices, as applicable (the “Fees”). Talent Pronto shall invoice Customer at the beginning of each month the amounts due for the Platform on all active Order Forms. Unless expressly stated otherwise in an Order Form, Fees shall be due and payable upon receipt of each Order Form and invoice. Payment shall be made at the address or bank account set forth on the invoice provided to Customer. Customer will pay all amounts due under an invoice in U.S. Dollars.  
6.4 Late Payments. Customer shall pay Talent Pronto a late fee of one and a half percent (1.5%) calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law, on all amounts thirty (30) days past due. Talent Pronto may suspend access to Platform for any amounts due not received within thirty (30) days of the issuance of an invoice. Talent Pronto may elect to terminate this Agreement for cause, in the event that Customer fails to pay any invoice within sixty (60) days of issuance of the invoice. Customer shall reimburse Talent Pronto for all reasonable costs incurred by Talent Pronto in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.

6.5 No Deductions or Setoffs. All amounts payable to Talent Pronto under this Agreement shall be paid by Customer to Talent Pronto in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).

6.6 Fee Increases. Talent Pronto reserves the right to change the Fees, at the end of an initial term or any then‑current renewal term for any licensed features of the Platform, upon thirty (30) days prior notice to Customer (which may be sent by email).


7. Customer Obligations.
7.1 Customer’s System and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications Customer’s System on or through which the Platform is integrated, accessed or used; (b) provide Talent Pronto personnel with such access to Customer’s System and Customer’s Information and Data as is necessary for Talent Pronto to provide the Platform in accordance with the Specifications; and (c) provide all cooperation and assistance as Talent Pronto may reasonably request to enable Talent Pronto to exercise its rights and perform its obligations under and in connection with this Agreement.

7.2 Effect of Customer Failure or Delay. Talent Pronto is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement (each, a "Customer Failure").

7.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 5, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Platform); and (b) notify Talent Pronto of any such actual or threatened activity.

7.4 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Information and Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Platform; (c) Customer’s System; (d) the security and use of Customer's and its Authorized Users' Access Credentials; and (e) all access to and use of the Platform directly or indirectly by or through Customer’s System or its Authorized Users' Access Credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7.5 Fair Credit Reporting Act Compliance. Customer understands and agrees that Talent Pronto is not a Consumer Reporting Agency under the Fair Credit Reporting Act, and that the Platform and Services are not provided as a means of conducting background checks or compiling consumer reports. Customer warrants that it shall independently comply with any and all Laws governing the obtaining of and use of consumer reports in the employment context and that Talent Pronto shall have no obligation to Customer in this regard,

8. Data Backup.
The Platform does not replace the need for Customer to maintain regular data backups or redundant data archives. TALENT PRONTO HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER INFORMATION AND DATA.
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9. Confidentiality.
9.1 Confidential Information. In connection with this Agreement each Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other Party (as the "Receiving Party"). Subject to Section 9.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing: the Platform is the Confidential Information of Talent Pronto, and the Customer Information and Data is the Confidential Information of Customer. The terms of this Agreement shall also be considered Confidential Information.

9.2 Exclusions. The obligations of confidentiality shall not apply to Confidential Information to the extent that such Confidential Information: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is lawfully, and not as the result of any breach of any confidentiality obligations, in the possession of Receiving Party at the time of disclosure; (iii) is or becomes known to the Receiving Party through disclosure by non-confidential sources other than Disclosing Party having the legal right to disclose such information; (iv) is independently developed by or for the Receiving Party without use of or reference to Disclosing Party’s Confidential Information as evident by Receiving Party’s written records; (v) is required to be disclosed by governmental authority such as a subpoena or court order, subject to and after notifying Disclosing Party and Disclosing Party having a reasonable opportunity to seek a protective order from the applicable court or tribunal.

9.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall during the Term of this Agreement and for five (5) years following the expiration or earlier termination of this Agreement:
(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
(b) except as may be permitted by and subject to its compliance with Section 9, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 9; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9;
(c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; and
(d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and
(e) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 9;
(f) except as expressly permitted, Customer shall not use Talent Pronto Confidential Information or any other process, method or intellectual property relating to or accessed through the Platform to develop, improve or incorporate into any product, software or service or circumvent the restrictions of a License or this Agreement.
(g) Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

9.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9.4; and (b) provide reasonable assistance to the Disclosing Party, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.


10. Intellectual Property Rights; Ownership; Privacy.
10.1 Ownership of the Platform; Third-Party Materials. All right, title, and interest in and to the Platform, including all Intellectual Property Rights therein, and improvements made thereto are and will remain with Talent Pronto and, with respect to Third-Party Materials, the applicable third-party licensors own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to the Platform except as expressly set forth in Section 3 and any applicable Order Forms, and in each case subject to Section 5. All other rights in and to the Platform are expressly reserved by Talent Pronto.

10.2 Ownership of Customer Information and Data; Customer’s System. As between Customer and Talent Pronto, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Information and Data and Customer’s System, including all Intellectual Property Rights relating thereto, subject to the rights and permissions for Talent Pronto to use and access such information and systems as granted herein.

10.3 Consent to Use Customer Information and Data and Customer’s System. Customer hereby grants to Talent Pronto the limited right and license to access Customer’s System and Customer’s Information and Data inserted, uploaded to, or accessed by the Platform: (i) for Talent Pronto to provide the Platform and Services to Customer; and (ii) as necessary to monitor, modify, train and improve the Platform (including the development of new features and functionality). Customer will remain the sole and exclusive owner of all right, title and interest in and to all Customer Information and Data and Customer’s System, including all Intellectual Property Rights thereto, subject to the licensed rights granted in this Section 10. Customer acknowledges and understands that the foregoing license grant, gives Talent Pronto the right to use Customer Information and Data, including data derived from Customer’s use of the Services, for the purposes of improving, developing and training its products, services and underlying technology, including artificial intelligence (AI) and machine learning (ML) models. This may include, without limitation, training algorithms to enhance functionality such as automation, predictive analytics, natural language processing, personalization, and other intelligent features offered through the Services. Such use will be conducted in compliance with applicable Law and subject to appropriate technical and organizational safeguards to protect the confidentiality and security of Customer Information and Data.

10.4 Privacy Policy. Talent Pronto Processes personal information in accordance with its privacy policy, which is incorporated by reference into this Agreement and available for review at  https://www.talentpronto.ai/privacy-policy (“Privacy Policy”). By using the Platform and related Services, Customer acknowledges and agrees to the terms of the Privacy Policy. The Privacy Policy describes the types of personal information collected by Talent Pronto, the purposes for which such data is used, and the rights and obligations of Talent Pronto with respect to such personal information. Talent Pronto reserves the right to update its Privacy Policy from time to time, and such updates will be effective upon posting. Continued use of the Platform following any changes to the Privacy Policy constitutes acceptance of those changes.


11. Feedback.  
Any feedback provided by Customer to Talent Pronto will be the sole and exclusive property of Talent Pronto. Customer agrees to and does hereby irrevocably transfer and assign to Talent Pronto all of Customer's right, title, and interest in and to any feedback including all Intellectual Property Rights therein. Customer will not earn or acquire any rights or licenses in the Platform or in any Talent Pronto Intellectual Property Rights on account of this Agreement or Customer's performance under this Agreement, even if Talent Pronto incorporates any information contained in the feedback into the Platform. Talent Pronto, as owner of the feedback, shall have the right to use such feedback in any manner whatsoever, provided that Customer’s Confidential Information is not disclosed to the public.


12. Representations and Warranties.
12.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (iii) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (iv) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

12.2 Additional Talent Pronto Representations and Warranties. Talent Pronto represents and warrants to Customer that Talent Pronto will provide the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

12.3 Additional Customer Representations and Warranties. Customer represents and warrants to Talent Pronto that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Information and Data and Customer’s System, so that, as accessed and/or received by Talent Pronto and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.
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13. DISCLAIMER OF WARRANTIES.
13.1 TO THE EXTENT ALLOWABLE UNDER LAW, THE PLATFORM IS MADE AVAILABLE ON AN “AS IS” BASIS ONLY AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TALENT PRONTO MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO THE PLATFORM OR ANY MATTERS, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OTHER THAN AS MAY BE EXPRESSLY SET FORTH HEREIN. ANY IMPLIED WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY TALENT PRONTO. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR OPERATING CUSTOMER’S BUSINESS RESPONSIBLY. CUSTOMER ASSUMES ALL RISK FOR USE OF THE PLATFORM DURING THIS AGREEMENT. ACCORDINGLY, TALENT PRONTO HEREBY MAKES NO REPRESENTATION OR WARRANTIES AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE, AVAILABILITY AND OPERATION OF THE PLATFORM OR ANY RESULTS YOU MAY OBTAIN FROM USE OF OR ACCESS TO THE PLATFORM. TALENT PRONTO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE PLATFORM SHALL BE FREE OF VULNERABILITY FROM INTRUSION OR ATTACK.  

13.2 Disclaimer and Limitation of Liability Regarding Use of AI Assistants. The AI powered assistant (“AI Assistant”) used in the provision of the Platform and Services is intended to assist with screening candidates, gathering information, assessing candidates against job requirements, and scheduling interviews. The AI Assistant may not always be capable of understanding complex or nuanced queries and may make mistakes. AI Assistants are not intended to provide professional advice and should not be relied upon as a sole source for decision making, or as a substitute for human decision making in the hiring process. Customer is responsible for making all final hiring decisions. Talent Pronto makes no guarantees regarding the accuracy, completeness, legality or reliability of the AI Assistant’s responses, and disclaims all liability for any loss, harm, fines or damages resulting from Customer’s reliance on the AI Assistant’s responses.

CUSTOMER ACKNOWLEDGES AND AGREES THAT IT SHOULD NOT RELY ON THE PLATFORM OR SERVICES, INCLUDING THE AI ASSISTANT FOR ANY REASON, INCLUDING BUT NOT LIMITED TO MAKING HIRING DECISIONS. TALENT PRONTO DISCLAIMS ANY AND ALL LIABILITY FOR EMPLOYMENT RELATED CLAIMS, INCLUDING BUT NOT LIMITED TO CLAIMS OF DISCRIMINATION, DISPARATE IMPACT OR TREATMENT, WRONGFUL REJECTION OF CANDIDATES, WHETHER ARISING UNDER FEDERAL, STATE OR LOCAL LAWS, THAT RESULT FROM USE OR RELIANCE ON THE PLATFORM OR SERVICES.


14. Indemnification.
14.1 Talent Pronto Indemnification. Talent Pronto shall indemnify, defend, and hold harmless Customer and Customer's officers, directors, employees and agents (each, a "Customer Indemnitee") from and against any and all Losses incurred by Customer Indemnitee resulting from any claim by a third party that Customer's or an Authorized User's use of the Platform (excluding Customer Information and Data and Third-Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party's US Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:
(a) Third-Party Materials or Customer Information and Data;
(b) access to or use of the Platform in combination with any hardware, system, software, network, or other materials or service not provided by Talent Pronto unless otherwise expressly permitted by Talent Pronto in writing;
(c) modification of the Platform other than: (i) by or on behalf of Talent Pronto; or (ii) with Talent Pronto's written approval in accordance with Talent Pronto's written specification; or
(d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Talent Pronto.

14.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Talent Pronto and its officers, directors, employees and agents (each, a "Talent Pronto Indemnitee") from and against any and all Losses incurred by such Talent Pronto Indemnitee resulting from any claim by a third party, to the extent that such Losses, arise out of or result from, or are alleged to arise out of or result from:
(a) any claim, investigation, lawsuit or other proceeding by a third party alleging that Customer’s use of the Platform or Services has violated the Fair Credit Reporting Act or any applicable employment Law including without limitation, those alleging discrimination, disparate impact or treatment, or wrongful rejection of candidates;
(b) Customer Information and Data, including any Processing of Customer Information and Data by or on behalf of Talent Pronto in accordance with this Agreement;
(c) breach of any of its representations, warranties, covenants, or other obligations under this Agreement;
(d) Customer’s unauthorized use of the Platform;
(e) Decisions made by Customer based on Customer’s use of the Platform; or
(f) Gross negligence, willful acts or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

14.3 Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any claim for which such Party believes it is entitled to be indemnified pursuant to Section 14.1 or 14.2, as the case may be. The Party seeking indemnification (the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice, reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such claim, the Indemnitee shall have the right, but no obligation, to defend against such claim, including settling such claim after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 14.3 will not relieve the Indemnitor of its obligations under this Section 14.3, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

14.4 Mitigation. If the Platform is, or in Talent Pronto's opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's or any Authorized User's use of the Platform is enjoined or threatened to be enjoined, Talent Pronto may, at its option and sole cost and expense:
(a) obtain the right for Customer to continue to use the Platform as contemplated by this Agreement;
(b) modify or replace the Platform, in whole or in part, to seek to make the Platform (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Platform, as applicable, under this Agreement; or
(c) by written notice to Customer, terminate this Agreement with respect to all or part of the Platform and require Customer to immediately cease any use of the Platform or any specified part or feature thereof.

14.5 Sole Remedy. THIS SECTION 14 SETS FORTH CUSTOMER'S SOLE REMEDIES AND TALENT PRONTO'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.


15. Limitation of Liability.
15.1 LIMITATION OF LIABILITY.  IN NO EVENT WILL THE LIABILITY OF TALENT PRONTO ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO TALENT PRONTO UNDER THIS AGREEMENT FOR THE PLATFORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE WHICH CUSTOMER HEREBY AGREES IS A FAIR AND EQUITABLE REMEDY.

15.2 DISCLAIMER OF CONSEQUENTIALS. UNDER NO CIRCUMSTANCES SHALL TALENT PRONTO BE LIABLE TO CUSTOMER OR ANOTHER OTHER PERSON FOR ANY SPECIAL, STATUTORY, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHATSOEVER ARISING FROM OR RELATED TO CUSTOMER’S USE OF OR RELIANCE UPON THE PLATFORM OR AS A RESULT OF ANY FAILURE OR MALFUNCTION OF THE PLATFORM,  EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE OR  FOR ANY BREACH OF ANY IMPLIED WARRANTY,  OR UNDER ANY LEGAL THEORY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF TALENT PRONTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL TALENT PRONTO HAVE ANY LIABILITY UNDER THIS AGREEMENT FOR ANY ERROR CONTAINED IN, OR ANY FAILURE IN THE OPERATION OR PERFORMANCE OF, THE PLATFORM OR ANY COMPONENT THEREOF.


16. Term and Termination.
16.1 Term. The term of this Agreement shall commence on the Order Effective Date and shall continue in full force and effect for the duration of the Subscription Term set forth in any applicable Order Form (“Term”), unless earlier terminated as provided for in Section 16. Each Order Form shall specify the initial Subscription Term and any renewal terms, as applicable. This Agreement will automatically renew in accordance with any renewal provisions of the applicable Order Form(s), unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Subscription Term of the relevant Order Form, provided however if the termination occurs during a pilot Subscription Term, either Party may terminate this Agreement with seven (7) days prior written notice. Notwithstanding the foregoing, the Term of this Agreement shall survive so long as there is an Order Form in effect.

16.2 Suspension or Termination of Platform by Talent Pronto. Talent Pronto may, directly or indirectly, suspend, terminate, or otherwise deny Customer's, any Authorized User's, or any other Person's access to or use of all or any part of the Platform, without incurring any resulting obligation or liability, if: (a) Talent Pronto receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Talent Pronto to do so; or (b) Talent Pronto believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Platform beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Platform; or (iii) this Agreement expires or is terminated.

16.3 Termination. In addition to any other express termination right set forth above:
(a) Talent Pronto may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Talent Pronto's delivery of written notice thereof;
(b) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; and
(c) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

16.4 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
(a) all rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate;
(b) Talent Pronto shall  cease all use of and destroy any Customer Information and Data in its possession within ninety (90) days, except that this restriction shall not apply to the extent such Customer Information and Data was previously used to train or improve Talent Pronto’s AI and ML models and/or Platform, or incorporated into any Improvements, in accordance with this Agreement;
(c) Customer shall immediately cease all use of any Platform, and destroy all copies of any related materials or Documentation;
(d) Talent Pronto may disable all Customer and Authorized User access to the Platform;
(e) if Customer terminates this Agreement pursuant to Section 16.3(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Talent Pronto will: (i) refund to Customer Fees paid in advance for Platform that Talent Pronto has not performed as of the effective date of termination;
(f) if Talent Pronto terminates this Agreement pursuant to Section 16.3(a) or Section 16.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of Talent Pronto's invoice therefor;

16.5 Surviving Terms. The sections in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement:


17. General Terms and Conditions.
17.1 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

17.2 Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a Party at the address set forth in the preamble of this Agreement, or such other person that such Party may designate from time to time in accordance with this Section 17.2. Notices sent in accordance with this Section 17.2 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) on the 5th day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

17.3 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

17.4 Entire Agreement. This Agreement and any other documents incorporated herein by reference, including without limit all applicable Order Forms, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

17.5 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Talent Pronto's prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Talent Pronto's prior written consent is required. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 17.5 is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns.

17.6 Force Majeure.
(a) No Breach or Default. In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, except for any obligations to make payments, when and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control (a "Force Majeure Event"), including (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortage of adequate power facilities. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of 30 days or more.
(b) Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

17.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

17.8 Amendment and Modification; Waiver. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

17.9 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

17.10 Governing Law; Venue; Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the state or federal courts of Escambia County, Florida or the U.S. Northern District Court sitting in the Northern District of Florida, as applicable, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

17.11 Injunctive Relief. Customer agrees that in the event of a breach by Customer of any provision of this Agreement, Talent Pronto shall be entitled to seek and obtain injunctive or other equitable relief, or both, in each case without the requirement to post any bond or other form of security, and without such act constituting an election of remedies or disentitling Talent Pronto to each and every remedy available at law or in equity for a breach of this Agreement by Customer.

17.12 Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of or related to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.