HIRED LLC

INTRODUCTION

This document sets forth the terms and conditions (“Terms and Conditions”) on which HIRED LLC provides [recruitment and human resources management services] through a hosted solution available on [www.hi.red.com] and related applications (the “Website”) in a subscription-based software as a service mode (SaaS), including any modifications, enhancements, additions, extensions, translations and derivative works thereof and any configuration and related services (collectively, the “Software Services”).

Please read these terms and conditions very carefully before using the Website and/or the Software Services. The use of the Software Services is subject to acceptance of these Terms and Conditions. You represent and warrant that you have the legal capacity to accept these Terms and Conditions. If you are a person, you represent and warrant that you are at least 18 years of age. In the case you are accepting these Terms and Conditions on behalf of a legal entity, you represent and warrant the such legal entity is duly incorporated and in good standing in its jurisdiction of domicile and that you have the corporate authority to accept these Terms and Conditions.

By registering for, accessing and/or otherwise using the Software Services, including through a mutually executed Order Form (as defined below), you acknowledge that you, on behalf of yourself or the nominated company or organization, as the case may be (“Client”), have read, fully understood, and agree that the Client shall be bound by these Terms and Conditions.

These Terms and Conditions may be periodically updated, changed and/or modified. You are advised to refer back from these Terms and Conditions from time to time and before making use of the Website and the Software Services.

1. SERVICES

1.1. Upon Client’s request to hire the Software Services and acceptance of these Terms and Conditions, Hired will issue an order form that will include a description of the Software Services specific terms and conditions, such as number of Authorized Users, term, Fees and payment terms (the “Order Form”). The Client and the individuals or entities designated by Client (the “Authorized Users”) will have access or will use the Software Services described in the applicable Order Form pursuant to these Terms and Conditions. To such end, Hired grants Client a non-exclusive, non-transferable, limited license to permit its Authorized Users access to and use of the Software Services for Client’s internal business operations.

1.2. The Client and its Authorized Users shall create accounts, usernames and passwords to access the Software Services in accordance with Hired’s instructions or as otherwise detailed in the Web Site.

Authorized Users shall not use brand names, establishment signs, trademarks, advertising expressions, pseudonyms of public or famous individuals, nor words, expressions or a combination of them that are insulting or contrary to the law. Each password chosen by the Client or its Authorized Users is secret and shall not be shared with third parties for any reason. The Client is solely responsible to keep its passwords in confidence. If any given username or password is lost, stolen or violated in any way, the Client shall immediately inform Hired and provide a detailed summary of such situation and any additional risks that may arise from them. Hired shall not be liable for any losses, liabilities or damages arising from the leak and/or disclosure of any password for any reason.

1.3. Hired may apply updates or make changes to the Software Services at its sole discretion without prior notice. Any such updates and changes shall be deemed accepted upon Client’s continuous use of the Software Services.

2. CLIENT OBLIGATIONS

2.1. Client acknowledges and agrees that Hired is not responsible for determining if the Software Services are fit for the Client’s intended purpose and that Client is solely responsible to determine whether the Software Services are suitable for its business operations.

2.2. Client shall not sell, resell, license, sublicense, distribute, transfer, assign, or otherwise use the Software Services for any commercial use.

2.3. Client shall use (and ensure its Authorized Users use) the Software Services exclusively for its intended purpose in accordance with the applicable Order Form, these Terms and Conditions, as indicated on the Website and all applicable laws. Client is solely responsible for (i) all use of the Software Services by any person that had access to them through Client’s credentials, (ii) the acts and omissions of its Authorized Users as if they were acts and omissions of Client, and (iii) for ensuring that anyone who uses the Software Services does so in accordance with these Terms and Conditions and as indicated in the Website and, specifically, for ensuring that its Authorized Users do not circumvent or disclose any usernames, passwords or other access credentials or authentication details, or interfere with or disrupt any other security control of the Platform Services. Neither Client nor any of its Authorized Users shall copy, decompile, reverse engineer, adapt or modify the Software Services or the Website or remove any titles, trademarks, copyrights or restricted notices in any materials used in connection with the Software Services.

2.4. Client shall maintain reasonable security measures in accordance with industry standards for its and its Authorized Users’ use of the Software Services including, but not limited to, anti-virus software and other customary security measures. Client shall maintain the confidentiality of login credentials and prevent unauthorized access.

2.5. Client will notify Hired immediately if it becomes aware of any threatened breach of the terms of this Section or any breach or threatened breach of any security measure.

2.6. Hired shall not be responsible for any hardware, software, equipment and connections necessary to use the Software Services, all of which shall be Client’s responsibility.

2.7. Client acknowledges, accepts and agrees that Hired shall be permitted to monitor Client’s and its Authorized Users’ access and use of the Software Services to verify Client’s compliance with these Terms and Conditions.

3. CLIENT MATERIALS

3.1. Client owns all right, title and interest in and to all content, materials, data and information that Client or its Authorized Users enter into the Software Services (the “Client Material”). Client Material excludes the Software Services or any portion thereof or information, material or data provided by or on behalf of Hired. For the avoidance of doubt, the Software Services do not include Client Material nor any Client-provided third-party software.

3.2. Client has or shall obtain all consents required under applicable law prior to using any Client Material in connection with the Software Services.

3.3. All personal information included in any Client Material shall be kept and used in accordance with all applicable laws, rules and regulations.

3.4. Client authorizes Hired to process any personal information provided by Client as per the Client’s instructions. Client acknowledges and accepts that Hired will adopt the same security measures to protect Client Material processed as part of the Software Services from unauthorized use, accidental loss or destruction than those it adopts to protect its own personal information.

3.5. Client allows Hired to store, host, process, change and transfer Client Material to provide the Software Services and to improve them. Hired may use trends, patterns, statistics and other information obtained as a result of the use of the Software Services to develop or improve the Software Services and other products and services provided by Hired.

3.6. If technically feasible, Client shall be entitled to access, export and retrieve Client Material hosted in the Software during the term of each relevant Order Form.

3.7. In providing the Software Services, Hired shall use reasonable measures to safeguard Client Material (as defined below) against accidental, unauthorized or unlawful access, loss, damage or destruction.

4. FEES, PAYMENT AND TAXES

4.1. Client shall pay the fees set forth in the Website, the invoice sent by Hired or the applicable Order Form (the “Fees”). However, Hired shall be entitled to unilaterally modify the Fees by informing Client within 15 days before the issuance of the next invoice. In such case, the Client will have 10 days to accept or reject the new Fees. If Client does not reject in writing the new Fees during such period, the new Fees will be deemed accepted and shall apply to the next invoice issued by Hired. If the Client rejects the new Fees, the applicable Order Form shall be deemed automatically terminated without any liability for any of the Parties.

4.2. Unless otherwise specified in the applicable Order Form, Fees are due [monthly in advance/within thirty (30) days of Hired’s invoice]. Late payments are subject to interest at one-half percent (1.5%) per month.

4.3. Fees are stated exclusive of all applicable duties, tariffs, and taxes. Client shall be responsible for applicable taxes, except for Hired’s income taxes, employment taxes and property taxes.

4.4. The Client shall not set-off or counterclaim, deduct or withhold any amounts from any amounts payable to Hired.

5. INTELLECTUAL PROPERTY

5.1. Hired is and shall be the sole and exclusive owner of the Software Services, including, but not limited to, any source-code, systems, software and other materials used in the performance of such Software Services, and any modifications, enhancements, improvements or upgrades to or derivative works of the Software Services. Hired shall also be the sole and exclusive owner of any content, information, graphics, images, logos, marks, programs, databases, designs and any other material included on the Website and neither Client not its Authorized users shall modify such content. Additionally, Hired will own all right, title and interest and Client hereby assigns to Hired any such rights, title and interest in and to any feedback, opinions, recommendations, ideas, or improvements made by Client relating to the Software Services.

6. DATA PRIVACY

6.1. Client may transfer to Hired personal data as reasonably necessary for the performance of the Software Services (“Personal Data Scope”). Client is the data controller of such personal data and shall be responsible for compliance with all applicable laws and regulations in relation to the processing and protection of such personal data (“Data Privacy Laws”). Client represents that it has procured the consent of the data subject to share such personal data in accordance with Data Privacy Laws, and shall use such personal data in accordance with Data Privacy Laws and its own data privacy policy. Client shall implement and maintain appropriate physical, technical and organizational security measures and shall use industry standard methods and tools to prevent introduction of any viruses, malicious files or other harmful code or any other similar software that may access or damage the operation of the Software Services. Client will promptly notify Hired of any failure to comply with this requirement and will defend, indemnify, and hold harmless Hired and its affiliates from and against any damages, costs and losses relating to any claim arising out of such failure.

6.2. Hired shall only process Client Material as necessary to provide the Software Services and will use and disclose any personal data contained therein only within the Personal Data Scope and as permitted by Data Privacy Laws, these Terms and Conditions, and its own privacy policy. Hired shall implement reasonable and appropriate measures to secure Client Material within Hired’s control against loss or unauthorized access or disclosure. If Hired engages sub-processors, it shall ensure compliance with applicable data privacy laws and regulations. Hired shall notify Client of any data breach involving Client Material without undue delay.

6.3. To the extent any personal data transferred under any relevant Order Form originates from the European Economic Area (“EEA”), United Kingdom or Switzerland prior to the transfer of such personal data outside of the EEA, United Kingdom or Switzerland, the receiving party of such personal data will ensure that there are appropriate safeguards pursuant to the applicable Data Privacy Laws. In the event the transfer of such personal data is made to a country not approved under the applicable Data Privacy Laws as providing adequate protection, the Parties hereby incorporate the terms of the 2021 EU SCCs (Module 1 Controller to Controller: https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX%3A32021D0914&locale=en) (EU) 2021/914.

7. CONFIDENTIALITY

7.1. During the term of the applicable Order Form, each Party may be given access to Confidential Information of the other. Each Party will protect the confidentiality of the other Party’s Confidential Information in the same manner that it protects the confidentiality of its own similar information, but in no event using less than a reasonable standard of care. As used in these Terms and Conditions, “Confidential Information” shall mean information that relates to the other Party’s past, present or future research, development, business activities, products, services, and technical knowledge, which is identified by the discloser as confidential or that would be understood to be confidential by a reasonable person under the circumstances.

7.2. Each Party will use the other Party’s Confidential Information only to the extent necessary for the purposes of the applicable Order Form and will restrict access to Confidential Information of the other Party to those of its and its affiliates’ employees, contractors, licensors and agents with a need to know it for purposes of the applicable Order Form (“Representatives”), provided that such recipients are bound by obligations of confidentiality substantially similar to the terms herein. Each Party is responsible for its Representative’s access to and use of Confidential Information.

7.3. Nothing in these Terms and Conditions will prohibit or limit a Party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques and methodologies) (a) previously known to it without any obligation not to disclose such information, (b) independently developed by or for it without use of the Confidential Information, (c) acquired by it from a third party which was not lawfully under an obligation not to disclose such information, or (d) which is or becomes publicly available through no breach of these Terms and Conditions.

7.4. If the recipient receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other Party, it will promptly notify the other Party of such receipt. Unless the subpoena or process is timely limited, quashed or extended, the recipient will then be entitled to comply with such request to the extent permitted by law.

7.5. Each Party will return or destroy the other Party’s Confidential Information in its possession upon request by the other Party, provided that each Party may retain copies of the other Party’s Confidential Information as required for compliance with its recordkeeping or quality assurance requirements.

8. SUSPENSION & TERMINATION

8.1. The applicable Order Form will remain in full force and effect as specified in the Order Form, and, unless otherwise indicated in the Order Form, it shall renew automatically for additional periods of the same length as the term indicated in the Order Form, unless either Party provides [sixty (60) days] written notice.

8.2. Hired shall be entitled to suspend Client’s and/or its Authorized Users’ access or use of the Software Services, or remove any Client Material (as defined below) if, at Hired’s sole discretion, there is a security risk, a potential intellectual property infringement or third party’s rights violation and/or any other illegal or prohibited content that exposes Hired to liability and/or if required by applicable laws or any court or governmental body’s order. Any such suspension shall not release Client of its obligations hereunder.

8.3. Either Party may terminate the applicable Order Form if: (a) the other Party materially breaches the terms of the applicable Order Form or these Terms and Conditions, as long as such breach is not cured within [ thirty (30) days] from the date the non-breaching Party notifies the breaching Party of such breach, or (b) the other Party ceases its business operations or becomes subject to insolvency proceedings or any similar or equivalent process in any jurisdiction, and the proceedings are not dismisses within ninety (90) days, or otherwise becomes generally unable to meet its obligations under the applicable Order Form.

8.4. Upon termination for any reason or cause, Client and its Authorized Users must cease use of the Software, and outstanding fees shall become due immediately.

9. WARRANTIES

9.1. Client acknowledges and agrees that it shall be exclusively responsible for its use of the Software Services.

9.2. Each Party represents and warrants to each other that (i) it is duly organized and validly existing and in good standing under the laws of the jurisdiction(s) in which it is organized; (ii) it has all requisite power and authority to enter into the applicable Order Form and accept these Terms and Conditions and to perform its obligations thereunder; (iii) the applicable Order Form has been duly executed and delivered by such Party and it’s a valid obligation binding upon such Party and enforceable in accordance with its terms.

9.3. THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND HIRED HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND HIRED SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HIRED MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON`S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS”.

9.4. Client acknowledges and agrees that Hired shall not be liable for any relationships that arise from the use by Client of the Software Services and that Hired shall not be liable for the accuracy of any information uploaded by any user of the Software Services. Hired will not verify the identity of the users nor any information provided by the users.

10. INDEMNIFICATION

10.1. Hired shall indemnify and hold harmless Client from and against any and all losses, liabilities and damages (including any out-of-pocket expenses and reasonable attorney’s fees) arising from or relating to claims made against Client by a third party that the Software Services infringes that third party’s intellectual property rights. This Section constitutes Client’s sole and exclusive remedy and Hired’s (and its affiliates’) entire obligation to Client with respect to any claim that the Software Services infringe or misappropriates the intellectual property rights of any third party.

10.2. Hired will have no obligations or liability under Section 10.1 to the extent arising from: (a) Client Material; (b) Client’s or any Authorized User’s use of the Software Services after Hired has notified Client, in accordance with these Terms and Conditions, to discontinue such use and Client has been afforded a reasonable opportunity to discontinue such use; (c) any unauthorized modification or unauthorized use of the Software Services; (d) any use of the Software Services, or any other act, by Client or an Authorized User, that is in breach of these Terms and Conditions; (e) any combination(s) of the Software Services with any other product, service, software, content, data or method not supplied by Hired, or; (f) a free (no fee) or trial license of the Software Services.

10.3. If any portion of the Software Services is determined to be infringing, or in Hired’s opinion are likely to be held infringing, Hired may choose (at its election and expense) to: (i) procure the rights to use the item alleged to be infringing, (ii) replace the alleged infringing portion of the Software Services with a non-infringing equivalent, or (iii) modify the alleged infringing portion of the Software Services to make it non-infringing. If Hired determines any of these actions are not commercially reasonable, Hired may immediately terminate Client’s access to the Software Services.

10.4. Client shall defend and indemnify (at its sole expense) Hired and its affiliates and licensors against any third party claims, losses, liabilities and damages (including, but not limited to, any costs, expenses and reasonable attorneys’ fees) arising from or related to (a) the use of the Software Services by Client or its Authorized Users, or (b) any allegation that the Client Material violates, infringes or misappropriates the rights of a third party, or (c) Client’s or its Authorized Users’ use of the Software Services or other act in violation of these Terms and Conditions. The foregoing shall apply regardless of whether such damage is caused by the conduct of Client and/or its Authorized Users or by the conduct of a third-party using Client’s or an Authorized User’s access credentials where Client has negligently made the credentials available or chosen credentials that are easy to hack into.

10.5. In connection with any third party claims pursuant to Section 10.1 or 10.4, the indemnified Party will (a) give the indemnifying Party prompt written notice of the claim; (b) reasonably cooperate with the indemnifying Party (at the indemnifying Party expense) in connection with the defense and settlement of such claim, and (c) grant the indemnifying Party sole control of the defense and settlement of the claim, except that the indemnifying Party may not consent to the entry of any judgement or enter into any settlement with respect to the claim without the indemnified Party’s prior written consent unless the settlement or judgment is purely financial, is paid entirely by the indemnifying Party, is confidential, does not require the indemnified Party to admit to any fault or wrongdoing, and fully releases the indemnified Party from any and all further claims or causes of action relating to the subject matter of the claim. The non-controlling Party may, at its expense, participate in the defense and settlement of the claim with counsel of its own choosing. If the indemnifying Party fails to assume control within 30 days of written notice of the claim, the indemnified Party may assume control of the defense of the claim.

10.6. SECTION 10.1 CONSTITUTES CLIENT’S SOLE AND EXCLUSIVE REMEDY AND HIRED’S (AND ITS AFFILIATES) ENTIRE OBLIGATION TO CLIENT WITH RESPECT TO ANY CLAIM THAT THE SOFTWARE SERVICES INFRINGE OR MISAPPROPIATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11. LIMITATION OF LIABILITY

11.1. Hired’s aggregate liability for any and all claims, losses, liabilities or damages arising from or related to these Terms and Conditions, whether as a result of breach of contract, tort (including but not limited to negligence and strict liability) or otherwise, regardless of the theory of liability asserted, shall not exceed the total amount of Fees paid under the applicable Order Form for the Software Services in the twelve (12) month period preceding the date of the incident giving rise to liability.

11.2. In no event shall Hired be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses, including, without limitation, lost profits, lost savings and lost revenues, loss of use, loss of time, opportunity costs, shutdown or slowdown costs, damage to goodwill or reputation, or other economic loss, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen.

12. MISCEALLANEOUS

12.1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth in the relevant Order Form. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid).

12.2. Entire Agreement. The Order Form, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

12.3. Governing Law. The applicable Order Form and These Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of New York, United States of America, without giving effect to choice of law principles thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded from application to these Terms and Conditions. The federal or state courts of New York will have exclusive jurisdiction of any claims arising out of or relating to These Terms and Conditions.

12.4. Severability. If any provision of these Terms and Conditions (or any portion thereof) or the application of any such provision (or portion thereof) to any person, entity or circumstance is held to be invalid, illegal or otherwise unenforceable in any respect by a final judgment, such provision shall be deemed to be void and unenforceable. Notwithstanding the preceding sentence, the remaining provisions of these Terms and Conditions, if capable of substantial performance, shall remain in full force and effect.

12.5. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under the applicable Order Form, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, strikes, terrorism, or acts of God (“Force Majeure”), in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within three (3) business days of its occurrence. Either Party may terminate the applicable Order Form if a Force Majeure event continues substantially uninterrupted for a period of thirty (30) days or more.

12.6. Names and Logos. Both Parties may use the other Party’s name and logo for publicity matters and may publicize the relationship of the Parties through any means of dissemination, whether in print or digital, provided the other Party has the right to approve such publications prior to any external distribution.

12.7. Assignment. Neither Party to an applicable Order Form may assign it, or any rights or obligations thereunder, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Any purported assignment in violation of this Section is void.

12.8. Successors. The applicable Order Form is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns. 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 the applicable Order Form.