Welcome to Tapwage! Please read these terms of service (“Agreement”) carefully because it is an agreement between you (“you”) and Tapwage, Inc. (“Tapwage”, “we”, “us” or “our”), and governs your access to and use of Tapwage’s platform including the TapRecruit product suite, our website located at https://tapwage.com/ and all its subdomains including https://recruit.tapwage.com (the “Site”) and related services (collectively, the “Services”).

If you are accessing and using the Services by or on behalf of a company or other organization, the individual accepting this Agreement represents and warrants that he or she has the authority to bind that company or other organization to this Agreement, and “you” and “your” will refer to that company or other organization. Use of and access to the Services is conditioned upon compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. By checking the box next to ‘I agree to the Tapwage Terms of Service’, you indicate that you understand and agree to be bound by these terms of service.

We may modify this Agreement (including any policies we reference), in our sole discretion and at any time, by posting a revised version on the Site or by otherwise notifying you in accordance with Section 10.6. It is important that you review this Agreement whenever we modify it because if you continue to use the Services after we have posted a modified Agreement on the Site or notified you, you are indicating to us that you agree to be bound by the modified Agreement. If you don’t agree to be bound by the modified Agreement, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

1. FREE TRIAL

You can receive a free trial to our Services for the trial period described in our Site (the “Trial Period”). If you choose to subscribe to a paid subscription plan for the Services at or before the end of the Trial Period, we will preserve your Data (as defined in Section 4.2) for your subscription plan. If you do not subscribe to a paid subscription plan at or before the end of the Trial Period, we reserve the right to delete your Data after the expiration of the Trial Period.

2. USE OF SERVICES

2.1 Account

In order to access and use the Services, you will need to register with us and create an account (“Account”). We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading. You are responsible for maintaining the confidentiality of your Account, including the login and passwords for all users who you have authorized to access your Account (“Authorized Users”). You agree to notify Tapwage if any passwords are lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for all activities that occur under your Account, including those carried out by any Authorized Users associated with your Account. You will promptly notify Tapwage of any unauthorized use of or access to the Services.

2.2 Rights to Use the Services

Subject to your compliance with the terms and conditions of this Agreement, we will make the Services available to you and your Authorized Users during the subscription term or Trial Period. We hereby grant you and your Authorized Users a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the subscription term or Trial Period, solely for your internal business use. Your rights in the Services will be limited to those expressly granted in this Section 2.2. Tapwage and its licensors reserve all rights and licenses in and to the Services not expressly granted under this Agreement.

2.3 Prohibitions

You will not: (i) sell, resell, license, sublicense, distribute, rent or lease the Services, whether for a fee or not; (ii) copy the Services in whole or in part; (iii) access the Services in order to build a competitive product or service; (iv) reverse engineer any part of the Services; (v) use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement or applicable documentation; (vi) attempt to gain unauthorized access to any part of the Services or its related systems or networks; (vii) transmit a virus to, overload, flood, spam, or paralyze the Services or take any action or inaction which interferes with the integrity of the Services; (viii) attempt to access or search the Services or download any content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Tapwage or other generally available third-party web browsers; or (ix) encourage, authorize, or enable anyone to do any of the foregoing.

3. SUBSCRIPTION, FEES, AND PAYMENT

3.1 Fees

You shall be charged if, and as, indicated by the Site. Fees paid hereunder are non-refundable. Except as otherwise set forth in an Order Form, fees due hereunder will be billed to Customer’s credit card and Customer authorizes the card issuer to pay all such amounts and authorizes Tapwage (or its billing agent) to charge the credit card account until Customer or Tapwage cancels or terminates the Application Services as set forth herein; provided that if payment is not received from the credit card issuer, Customer agrees to pay all amounts due upon demand. Customer must provide current, complete and accurate billing and credit card information. Customer agrees to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of the credit card may charge a foreign transaction fee or related charges, which Customer shall be responsible to pay. Refunds (if any) are at the absolute discretion of Tapwage and only in the form of credit for Tapwage services.

3.2 Changes to Price Sheet

We reserve the right to change our Price Sheet at any time and we will notify you in advance of such changes becoming effective. Changes to the Price Sheet will not apply retroactively and will only apply at the conclusion of your then-current subscription term. If you do not agree with the changes to the Tapwage Price Sheet then your only recourse is to stop using the Services.

3.3 Taxes

All stated fees are exclusive of taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or your use of the Services, except for taxes based on Tapwage’s net income.

3.4 Future Functionality

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

4. PROPRIETARY RIGHTS AND DATA LICENSE

4.1 Reservation of Rights

We and our licensors exclusively own the Services, including any ideas, concepts, know-how, process, techniques and methodologies developed from performing the Services, and all copyrights, patents, trademarks, and other intellectual property rights therein. You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on the Services.

4.2 Your Data

We do not claim any ownership rights in any data, information or other materials that you provide through the Services (“Data”). Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit the Data.

You hereby grant to Tapwage a non-exclusive, sublicenseable, worldwide, transferable, royalty-free license to use, reproduce, modify and make derivative works based upon the Data solely in connection with use of the Services and our provision of the Services to you. You represent and warrant that you or your licensors own all right, title and interest in and to the Data and that you have all rights in the Data that are necessary and sufficient to use this Data in connection with your Account on the Services, and to grant to Tapwage the rights in the Data that you grant to Tapwage under this Agreement.

Tapwage may store and use certain Data, such as your job description text, and metadata associated with your use of the Services, including IP addresses, stored sessions, account credentials, and network metadata (collectively, “Metadata”), to identify common recruiting patterns and improve Tapwage’s products and services across Tapwage’s customer-base. For clarity, Metadata does not include your Data. You agree and consent to access, collection, transmittal, storage, monitoring, copying, processing, analysis and use of the Metadata and your Data by Tapwage in order to administer, develop and improve the Services and Tapwage’s other products and services, and to monitor compliance with this Agreement.

4.3 Feedback

If you provide Tapwage with any suggestions for improvement, comments, or other feedback regarding the Services (“Feedback”), you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

5. TERM AND TERMINATION

5.1 Term of Agreement

This Agreement will remain in force and effect until the terms of all trials and subscriptions hereunder have expired or have been terminated. Notwithstanding of the foregoing, at Tapwage’s sole discretion, this Agreement will remain in force and effect thereafter for your use of the score functionality only.

5.2 Term of Purchased Subscription

The term of each subscription shall be as specified in the applicable Order Form, as selected via the Site or through the Services. Except as otherwise specified in an Order Form, each subscription will automatically renew for the additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.

5.3 Termination by Tapwage

Your rights under this Agreement will automatically terminate and we may suspend or terminate your Account and use of the Services immediately and without notice if (a) you have breached any of the terms in this Agreement, or if (b) you have acted in a manner that we, in our sole discretion, determine, indicates that you do not intend to, or are unable to, comply with the terms of this Agreement. In addition, we may suspend or limit your Account and use of the Services as we deem appropriate to prevent, investigate or otherwise address any suspected misuse of the Services.

5.4 Surviving Provisions

The provisions of Sections 2.3, 3, 4, 5.4 and 6 to 10 will survive any expiration or termination of this Agreement. After termination or expiration of this Agreement and only upon your written request, for paid subscription plans Account holders only, we will destroy your Data submitted to the Services in accordance with our data retention policy and procedures.

6. CONFIDENTIALITY

6.1 Definition of Confidential Information

6.1 “Confidential Information” means the Data; the Services; any features, and other information relating to, the Services (including, without limitation, all Feedback); and any business or technical information that a party discloses to the other party and designates as “confidential” or “proprietary” at the time of disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully received by the receiving party from a third party, who has the right to provide such information without breach of a confidentiality obligation owed to the disclosing party.

6.2 Use and Disclosure Restrictions of Confidential Information

Each party will not use any Confidential Information disclosed by the other party except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section. Each party will employ all reasonable steps to protect all Confidential Information disclosed by the other party from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance. The foregoing obligations will not restrict either party from disclosing such Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (ii) to its legal or financial advisors; (iii) as required under applicable securities regulations; and (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

7.1 Representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

7.2 Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, Tapwage EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Tapwage OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

We make no warranty that the Services will meet your requirements, provide specific results or be available on an uninterrupted, secure, or error-free basis. You acknowledge that the provision of the Services depends on necessary hardware, software, networks, storage, and other products and services provided by third parties which are not controlled by Tapwage. We therefore will not be liable for any unavailability of the Services that is due to the outage or failure to perform of any such third party services on which the Services depends. You assume sole responsibility and liability for any output or results obtained from the use of the Services and for conclusions drawn from such use. We will have no liability for any claims, losses or damage caused by errors or omissions in any information provided to Tapwage by you in connection with the Services or any actions taken by Tapwage at your direction. We will have no liability for any claims, losses or damages arising out of or in connection with your Data.

8. INDEMNIFICATION

You will indemnify, defend and hold Tapwage and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and other professional fees arising out of or in any way connected with (i) your access to or use of the Services, or (ii) your Data, including but not limited to, the transmission and submission of such Data to the Services, and infringement or misappropriation of any third party proprietary rights by your Data, provided that we: (a) promptly notify you in writing of the claim; (b) grant you sole control of the defense and settlement of the claim; and (c) provide you, at your expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.

9. LIMITATION OF LIABILITY

TAPWAGE’S TOTAL LIABILITY TO YOU AND YOUR AUTHORIZED USERS FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID TO Tapwage BY YOU FOR THE SERVICES DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. WE WILL NOT BE LIABLE TO YOU OR YOUR AUTHORIZED USERS FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR COSTS OF SUBSTITUTE GOODS OR SERVICES, OR FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR RESULTING FROM ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF AN EXCLUSIVE REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. GENERAL PROVISIONS

10.1 Export Control

You agree to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the Services, nor any direct product thereof, are: (i) downloaded or otherwise exported or re-exported directly or indirectly in violation of such export laws and regulations; or (ii) used for any purposes prohibited by the such export laws and regulations, including but not limited to nuclear, chemical, or biological weapons proliferation.

10.2 U.S. Government End User

The Services and its documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212, DFARS 227.7202 and other government acquisition regulations, as applicable. If the Services and its documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Services and its documentation will be only those specified in this Agreement.

10.3 Dispute Resolution

This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and we irrevocably consent to the jurisdiction of, and venue in, the state or federal courts located in New York County, New York for any disputes arising under this Agreement.

10.4 Publicity

You agree that we may identify you as a customer of the Services, and display your name and logo (if any) in connection with such identification, on the Site and in its other published marketing materials. We will use good-faith efforts to comply with any reasonable trademark usage guidelines you provide to Tapwage in connection with your name and logo.

10.5 Assignment

You may not assign any rights or obligations under this Agreement, whether by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, you may assign or transfer this Agreement without our consent to a third party that acquires you by merger, the sale of the majority of your stock, or the acquisition of all or substantially all of your assets. We may assign this Agreement without your prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

10.6 Notice

We may provide any notice to you under this Agreement by: (i) posting a notice on the Site; or (ii) sending a message to the administrative email address(es) then associated with your Account. Notices we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address(es) current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. If you have any questions regarding this Agreement please contact us via email at Recruit@Tapwage.com.

10.7 Severability

In the event that any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

10.8 Waiver

Tapwage’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Tapwage.

10.9 No Election of Remedy

Except as expressly set forth in this Agreement, the exercise by the parties of any of their remedies under this Agreement will be without prejudice to their other remedies under this Agreement or otherwise.

10.10 Force Majeure

Neither party will be responsible for any failure or delay in its performance under this Agreement (except for the payment of money) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.

10.11 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Services, and it supersedes and replaces any prior agreements and understandings between the parties regarding the Services.