Hirebook Technologies Inc. Software-as-a-Service Agreement

This document constitutes an agreement between you (as “User”) and Hirebook Technologies Inc. (“Hirebook”) for the software and services referenced on your executed Order Form (the “Services”). Before you subscribe to Hirebook services you must read and accept the terms of this Software-as-a-Service Agreement (the “Terms”) as well as the Hirebook Privacy Policy.

The Terms provide a variety of important information, including the following:

• A description of the Services provided by Hirebook
• How you will pay for those Services
• How and when your Subscription for Services can be stopped
• How Hirebook makes changes to these Terms
• Limitations on liability that may be imposed on Hirebook
• A waiver of class action claims and procedures for how to resolve any disputes with Hirebook

1. Introduction

1.1. By executing an Order Form with Hirebook you are agreeing to these Terms and entering into a subscription with Hirebook for the Services described in your Order Form (referred to as your “Subscription”). These Terms, the Order Form and the Hirebook Privacy Policy govern the contractual relationship between User and Hirebook and you acknowledge that you have read and understand these Terms prior to creating an account. The Hirebook Privacy Policy can be found on the Hirebook website.

1.2. All Users must review and accept these Terms prior to initiating a Subscription for any Hirebook software or services.

1.3.These Terms and the Hirebook Privacy Policy may be revised by Hirebook at its sole discretion. Hirebook will notify all active Users of any material changes (i.e., those do not involve minor typographical or grammatical corrections, address corrections, etc.) via email prior to the revised Terms becoming effective. Users must notify HIrebook within thirty (30) days from receipt of notice from Hirebook if they do not agree with revised Terms or Privacy Policy. Users who do not agree to the revised Terms or Privacy Policy. Users that do not agree to the revised Terms or Privacy Policy will remain subject to the version of the Terms or Privacy Policy in place at the time their Order Form was executed. At the renewal of a Subscription Term the then current Terms and Privacy Policy will govern the Subscription.

1.4 Users may not access the Services through automated or non-human (i.e., bot) means without express written permission of Hirebook.

1.5 If you have questions or concerns about the Services or your Subscription at any time, please contact us at hello@hirebook.com.

2. Registration and Account Creation

2.1. In order to register and maintain a Hirebook user account, all Users must be over the age of eighteen (18) unless expressly agreed to in writing by Hirebook.

2.2.Each person who has access to a User account or who will utilize the Services, as defined below, must accept these Terms.

2.3.User may grant its employees access to its Hirebook Subscription subject to any user constraints found in the Order Form.

2.4.User is responsible for allocating usage of the Services to its employees, will pay for Services consumed by its employees, and is wholly responsible for their conduct and usage of the Services.

2.5. Hirebook reserves the right to reject any registration or User account, or to terminate an account, that violates the Terms or that is found by Hirebook in its sole discretion to be abusive, harmful or unlawful in any way.

2.6.By creating an account, User represents that they have the legal capacity to review and accept these Terms.

3.Scope of Services

3.1. Details regarding the Services and Subscription you are purchasing can be found on your Order Form. Users have the option to select specific Services and Subscriptions and will be entitled to receive only what they have selected and pay for.

3.2. By accepting these Terms and selecting Services through the Hirebook Website you are entering into a legally binding Subscription for the Services.

3.3. Hirebook reserves the right to modify or alter the Services from time to time in order to continually improve the Services and to ensure their security and reliability. Such modifications or alterations shall not be grounds for termination of this Agreement by User so long as Hirebook does not materially degrade the functionality or performance of the Services.

4. Payment Terms

4.1. By selecting to receive a Service through the Hirebook Website and entering into a Subscription you are agreeing to pay the Subscription Fees.

4.2. Subscription Fees shall be payable on a monthly or annual basis as indicated on your Order Form, in advance and no later than the first day of each month of the Subscription, via automatic withdrawal or payment via an approved account as described on the Hirebook site. All Subscription Fees are payable in U.S. dollars.

4.3. The monthly Subscription Fees for the particular Service selected are set forth on your Order Form. User shall be responsible for any and all taxes, value added taxes or other governmental charges associated with the Subscription other than taxes on Hirebook’s revenue.

4.4. Unless otherwise specified in an Order Form, Subscription Fees shall be based on the actual number of individual users granted access to the Services during the billing cycle defined in the Order Form. The actual number of individual users, and any resulting adjustments to per user Subscription Fees shall be calculated as described in the Hirebook Fair Use and Fees Policy.

4.5. Unless otherwise specified in an Order Form, the Subscription Fees may be adjusted by Hirebook at the end of a Subscription period. Hirebook shall provide User at least thirty (30) days’ notice of its intent to adjust the Subscription Fees and User shall have the right to terminate the Subscription at the end of the Subscription period if it does not accept the adjusted Subscription Fees.

4.6. Late payments are subject to an interest charge of one and half percent (1.5%), or the maximum allowed by law, whichever is greater.

5. Terms and Termination

5.1. By signing up for the Services, User agrees that Hirebook shall begin providing Services as of the date indicated on the Order Form and that User’s Subscription shall last for the period indicated on the Order Form (the “Subscription Term”). The Subscription Term shall renew for successive periods of the same lengthy of the original term, unless User or Hirebook cancel pursuant to these Terms.

5.2. All Subscriptions are non-refundable but you may terminate your Subscription in accordance with the Terms.

5.3. Hirebook may terminate a User account and cease providing Services for cause immediately if a User: (a) fails to pay Subscription Fees as required by the Terms; (b) violates the Terms in any way; or (c) provides false or misleading information to Hirebook in connection with the provision of the Services. If Hirebook terminates User’s Subscription during a month of Service pursuant to this section, Subscription Fees for the entire term will become immediately due and owing.

5.4. Hirebook may terminate a User account and cease providing Services for any reason, or no reason, upon providing fifteen (15) days notice via email to User. If Hirebook terminates User’s Subscription during a month of Service pursuant to this section, Hirebook will refund the pro rata amount of Fees for the period of time the Services will not be provided.

5.5.All User terminations should be directed to Hirebook via email at hello@hirebook.com.

6. Limitation of Liability

6.1. Hirebook shall not be liable to User or anyone utilizing the Services through or from User or Hirebook, unless such limitation and waiver is prohibited by law, for any of the following: (1) errors, mistakes or omissions associated with the provision of the Services; (2) interruptions in the Services; (3) personal injury or damages relating to Users use of the Services; (4) special, incidental, punitive, exemplary or consequential damages; or, (5) loss of use of the Services.

6.2. In the event of any dispute or claim arising between the parties, regardless of the theory of liability, the total monetary liability of Hirebook shall not exceed the value of the Subscription Fees paid by User in the six (6) month period preceding the event giving rise to User’s claim.

7. Warranties and Disclaimers

7.1. Hirebook warrants that it will provide the Services in a professional and commercially reasonable manner and in accordance with the requirements of the Terms.

7.2. UNLESS OTHERWISE STATED IN SECTION 7.1, THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. HIREBOOK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PROVISION OF THE SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7.3. User’s only remedy for a breach of the warranties in Section 7.1 is to have Hirebook correct the deficiencies of the Services or, if they are not capable of being corrected within thirty (30) days, to terminate User’s Subscription.

8. Indemnification

8.1. User agrees to indemnify and hold harmless Hirebook for the following: (1) User’s breach of any provisions of these Terms; (2) User’s breach of the Hirebook Privacy Policy; (3) any misuse or abuse of the Services by User or its employees, affiliates, contractors or other related parties; or (4) any act or conduct that is considered a violation of any law or the rights of any third party in relation to the use of the Services or the Hirebook systems and website.

8.2. Hirebook agrees to indemnify and hold harmless User against any and all third-party claims arising out of (i) allegations that Hirebook’s Services infringe upon or violate the intellectual property rights of any third party; or (ii) allegations that Hirebook breached the Security, Privacy and Confidentiality provisions of these Terms.

8.3. In order to avail itself of indemnification, the party seeking indemnification must notify the other party of the third party claim, in writing, as soon as practicable after becoming aware of the existence of the claim, or potential claim. The indemnifying party shall thereafter provide a defense for the indemnified party and shall not have the authority to settle or resolve such dispute without the indemnified party’s consent, which shall not be unreasonably withheld.

9. Class Action Waiver and Arbitration

9.1. CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, USER AND HIREBOOK AGREE THAT ANY AND ALL DISPUTES OR CLAIMS BETWEEN THE PARTIES MUST BE ADJUDICATED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE OR PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER JOINT ACTION. BOTH USER AND HIREBOOK EXPRESSLY WAIVE THE RIGHT TO ASSERT CLAIMS AGAINST THE OTHER AS A REPRESENTATIVE OR MEMBER OF A CLASS OR TO ACT AS A PRIVATE ATTORNEY GENERAL.

9.2. Arbitration. User and Hirebook agree to submit any and all claims or disputes between them to binding individual (not class) arbitration. Any such arbitration will be conducted pursuant to the commercial arbitration rules of the American Arbitration Association (“AAA”). Arbitration is less formal than civil court proceedings and, by agreeing to arbitrate all disputes, both User and Hirebook are waiving any rights to have their claims heard by a judge or jury.

9.3. If the parties are unable to resolve any disputes informally via discussions between a User and representatives of Hirebook, either party may notify the other of their intent to arbitrate the claim(s) or dispute at issue. If notice is being provided to Hirebook, such notice shall be directed to the notice address set forth in these Terms. If notice is being provided to User, such notice shall be sent to the address associated with User in the Hirebook system.

9.4. The parties shall have thirty (30) days to select a single arbitrator to hear the matter. The arbitrator will be chosen by mutual agreement of the parties, or if no such agreement is reached, pursuant to the AAA rules.

9.5. Arbitration proceedings shall be held in a mutually agreeable location. If User is not located in the United States, the parties agree that the arbitration shall be held in the City of New York, New York, United States of America.

9.6. Nothing in Section 8.2 shall be construed as prohibiting either party from bringing any action in a court of competent jurisdiction to compel arbitration pursuant to these provisions.

9.7. An arbitrator may allow limited discovery to the extent necessary given the claims and issues involved in the arbitration; however, the arbitrator shall take into consideration the needs and resources of the parties as well as the goal of conducting discovery in an expeditious and cost-effective manner.

9.8. All documents, information or data shared or exchanged as part of the discovery process during arbitration shall be treated as confidential and shall be used solely for the purposes of the arbitration.

9.9. A judgment based on the arbitrator’s award may be entered in any court having jurisdiction over the subject matter thereof.

9.10 Fees and costs. To the extent permitted by law, in any dispute arising between User and Hirebook, each party shall be responsible for their own fees and costs, including reasonable attorney’s fees and costs.

10. Intellectual Property Rights

10.1. During the period of your Subscription, User is granted a limited, worldwide, non-exclusive, non-assignable, revocable limited right to use the Hirebook Services solely in conjunction with your internal business operations. This limited right to use the Services shall expire immediately upon termination of User’s Subscription.

10.2. Unless otherwise stated, the Hirebook Services, and all software and systems used in the provision of the Services to you, including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the website (collectively referred to as the “Hirebook IP”), as well as any trademarks, service marks and logos contained therein are owned, licensed or controlled by Hirebook and are protected to the fullest extent of all applicable laws. Except as expressly provided herein, you may not use the Hirebook IP or trademarked material in any way other than as necessary for your use of the Hirebook Services and only during the time of your Subscription.

10.3. User may not, under any circumstances, modify, alter, change or otherwise attempt to manipulate in any way the Hirebook IP or Services.

10.4. Hirebook reserves all rights not expressly granted to User in and to the Hirebook Services and all other Hirebook IP.

11. Security, Privacy, Confidentiality and Use of User Information

11.1. Users are responsible for maintaining the physical, technical, administrative or other security of all systems used to access the Services. Users must comply with all applicable laws and regulations regarding the security, privacy and confidentiality of the information, data and material they create or use in connection with the Services.

11.2. User grants Hirebook permission to use User Information in conjunction with providing the Services.

11.3. User retains all right, title and interest in User Information.

11.4. Hirebook will protect the confidentiality and security of User using commercially reasonable measures and in accordance with all applicable laws and regulations governing the use and protection of such information.

11.5. During the term of your Subscription, Hirebook may use anonymous, genericized User Information in conjunction with other data and performance information relating to the Services for the purposes of (i) refining, improving, monitoring or otherwise analyzing the performance, functionality, security or availability of the Services; (ii) for research and development purposes; or, (iii) to generate industry benchmark reporting. Notwithstanding the foregoing, User Information shall remain confidential and will never be disclosed publicly.

11.6. Upon termination of the Services, User Information shall be destroyed in a commercially reasonable manner as soon practicable, unless retention is required by law or government regulation or for anonymized data used for aggregated benchmark reporting.

12. Services Outside the United States

12.1. By accessing or using the Services you represent that you are permitted to do so based on the laws of the country or jurisdiction in which you reside and from which you are utilizing the Services.

13. Miscellaneous

13.1. Entire Agreement. These Terms, along with the Order Form, the Privacy Policy and all other policies published on the Hirebook site and the details relating to the Service(s) selected by User make up the entire agreement between the parties.

13.2. Order of Precedence. In the event of a conflict between the provisions of an Order Form, the Terms or the Privacy Policy, the order of precedence shall be as follows: Order Form; Terms; Privacy Policy.

13.3. Force Majeure. With the exception of User’s obligation to pay the Subscription Fees, neither party shall be responsible for the failure to perform its obligations under these Terms, or for any delay in performance, to the extent caused by any unforeseeable event such as an epidemic, pandemic, act of God, labor strike, war, accidents, fire, floods, Internet or telecommunications failures, acts of governments, regulations or laws imposed by a government or other regulatory authority, or any other such cause beyond the reasonable control of the parties.

13.4. Assignment. Hirebook may assign all User agreements, Subscriptions, as well as its rights and obligations, in whole or in part, at its sole discretion. User may not assign their Subscription under any circumstances without the prior written consent of Hirebook, which shall not be unreasonably withheld.

13.5. Hirebook shall have the right to use User’s logo and company name in marketing materials and on Hirebook’s website.

13.6. Severability. In the event any provision of the Order Form, Terms or Privacy Policy are deemed unenforceable or invalid by a court or arbitrator of competent jurisdiction, any such unenforceability or invalidity shall not affect the validity or unenforceability of the remainder of the Terms or Privacy Policy.

13.7. Waiver. Any failure by Hirebook to enforce any provision of the Order Form, Terms or Privacy Policy shall not be deemed a waiver of such provision unless Hirebook agrees so in writing.

13.8. Choice of Law. The relationship between User and Hirebook and these Terms shall be governed by the laws of the state of New York, without regard to conflict or choice of law principles.

13.9. Survival. All provisions of these Terms which, by their nature, should survive the termination of the contractual relationship between User and Hirebook shall survive. This includes, but is not limited to, the following sections and provisions: Limitation of Liability; Class Action Waiver and Arbitration; Intellectual Property Rights; Confidentiality and Use of User Information; Warranties and Disclaimers; and, Indemnification.

13.10. Copies of Terms and Privacy Policy. If you require an electronic copy of these Terms or the Privacy Policy, you may request to have copies sent to a designated email address by either (1) sending a letter to the designated Hirebook notice address and providing your name, mailing address and email address in the letter; or (2) emailing your request containing the same information to the following email address: hello@hirebook.com.

13.11. Notices. All notices to Hirebook shall be sent to the following address:

1624 Market St.

Ste 226

PMB 99737

Denver, Colorado 80202-1559

Or

hello@hirebook.com

14. Definitions

14.1. “Fee,” “Fees,” or “Subscription Fees” mean the amounts charged by Hirebook for the Services provided to User pursuant to an Order Form.

14.2. “Services” means any or all of the specific services provided by Hirebook as described on the Website.

14.3. “Subscription” means your account for Services to be provided by Hirebook.

14.4. “User Information” means all personal, confidential, private or otherwise protected information provided by User or its employees to Hirebook in connection with the provision of the Services.

14.5. “Website” means the Hirebook website.