The terms contained in this Addendum shall only apply to the Services for TalentReef (“TalentReef”) on the Order Form between Mitratech and Customer. In the event of a conflict between the terms of the Agreement, the Order Form, and the remainder of this Addendum, the Addendum shall control.
- SERVICES.
- Commitment to the Services. During the Term, (i) TalentReef shall host (or have hosted) the TalentReef Platform for Customer’s locations subscribed to by Customer (“Locations”) and for which Customer pays the applicable subscription fees as set forth on the Order Form, and (ii) Customer agrees to pay for the Subscription Services during the Term for the Locations.
- Implementation and Training. TalentReef will perform the consulting, training, configuration, development and/or integration Services as expressly set forth on the Order Form. Any additional consulting, training, development, configuration, development and/or integration services are out of scope and subject to TalentReef agreeing to provide such services and may be subject to additional fees. Unless otherwise agreed, if TalentReef provides these services, such work will be subject the Agreement. For clarity, unless otherwise expressly specified in the Order Form, any unduly complicated or unusual configuration or customization modifications requested as part of implementation/the start up services are out-of-scope and subject to additional fees.
- Password Access. Customer may access the TalentReef Platform, including Customer’s configured area within the TalentReef Platform (the “Customer Portal”) via password. Customer shall be responsible for: (i) maintaining the confidentiality and security of its password(s), including, but not limited to, properly logging out of the Customer Portal; (ii) immediately notifying TalentReef of any loss, or any unauthorized use of, Customer’s password(s) or account(s) or any other breach of security that is known or suspected by Customer; and (iii) requesting, disclosing and using the passwords solely as required to use the Services in accordance with the Agreement. TalentReef cannot and will not be liable for any loss or damage arising from Customer’s failure to comply with this section, notwithstanding any language elsewhere in the Agreement.
- Reliance on Information. In providing the Services, TalentReef shall be entitled to rely upon and act in accordance with any instructions, guidelines, data or information provided by Customer and shall incur no liability in doing so.
- Customer’s Hiring Policies Independent. Customer acknowledges that the Services do not include, and TalentReef has no responsibility or liability with respect to: (i) verifying any applicant information; (ii) advising Customer with respect to its employment, hiring or recruitment policies in general or any hiring or employment decision in- particular; and/or (iii) any determination of the legality of any questions asked, or the type of information requested of applicants.
- LICENSES.
- License to TalentReef Platform. Subject to payment of the applicable fees and the limitations set forth in this Agreement, TalentReef hereby grants Customer a non-exclusive, nontransferable, non-sublicensable license to access and use the TalentReef Platform and Documentation for the sole purpose of receiving and using the TalentReef Platform modules and Services set forth in the Order Form for Customer’s internal business purposes. Customer further agrees that the license granted herein is further limited by the type and nature of the Customer’s business at each Location at the time such Location begins using the TalentReef Platform. Any increase in the number of Customer’s business Locations utilizing the TalentReef Platform will result in additional license fees. Access and use of the TalentReef Platform shall be web-enabled access only, and nothing herein in this Agreement shall entitle Customer to the object or source code of the TalentReef Platform
- Use of Customer Marks. Customer hereby agrees that TalentReef may use and display, and grants TalentReef the right to use and display the Customer’s name(s), its product and service offering names, and its service marks, trademarks and other content (“Customer Marks) as Customer may provide from time-to-time within the TalentReef Platform and as necessary or useful to provide the Services. TalentReef shall observe any reasonable policies communicated to TalentReef when using the Customer Marks. Customer represents, warrants and covenants that TalentReef’s use of the Customer Marks shall not infringe or misappropriate any intellectual property, proprietary or privacy rights of any person or entity.
- Ownership. The TalentReef Platform will at all times reside on server(s) owned and operated by or on behalf of TalentReef. All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the TalentReef Platform, the Documentation, the Services, any third party software, any applicant data provided into or through the TalentReef Platform or any other contents within the TalentReef Platform (other than Customer Marks), and/or copies or portions of any of the foregoing (collectively the “Delivered Solution”) are and will remain the exclusive property of TalentReef or its licensors, whether or not specifically recognized or perfected under applicable law. Customer will not take any action that jeopardizes TalentReef’s or its licensor’s proprietary rights or acquire any right in the Delivered Solution, except the limited license rights specified herein. TalentReef or its licensor will own all rights in any copy, translation, modification, adaptation or derivation of the Delivered Solution, including any improvement or development thereof, and/or any ideas first reduced to practice. If Customer or any third party engaged by Customer is deemed to have any ownership interest or rights in the Delivered Solution, Customer shall assign and/or cause such third party to assign, and Customer does hereby irrevocably and assigns, without royalty, all of such ownership interest and rights to TalentReef.
- Return of Applicant Data. Subject to a request by Customer within thirty (30) days from the end of the Term, TalentReef shall upon termination or expiration, either (i) pursuant to a Statement of Work, provide Customer with a copy of the data input by Customer’s applicants in the TalentReef Platform to the extent then-stored within the TalentReef Platform in either a flatfile or such other file format as the parties mutually agree or (ii) pursuant to an order form or contract amendment, provide Customer with read-only access to extract the data themselves. TalentReef shall have no obligation to maintain, store or provide any Applicant Data to Customer after such thirty (30) day period.
- Additional Fees
- Expert Assistance. TalentReef understands that from time-to-time, you may require TalentReef’s assistance to answer a subpoena or to provide expert testimony. The parties agree that TalentReef reserves the right to charge an hourly rate to answer a subpoena, with TalentReef’s current hourly rate at $250.00 an hour USD. In-person or live virtual testimony will require the execution of a statement of work that will include an hourly rate and any travel and expenses that may be required.
[End of TalentReef Addendum]
