GoHire, Inc.

Customer Terms and Conditions

Last Updated: September 11, 2021

1. Agreement. This agreement, including any exhibits, schedules, and attachments (collectively the “Agreement”), is between your company or organization (“Customer”) and GoHire, Inc. (“GoHire”). GoHire and its affiliates operate internet and messaging-based recruiting solutions operating on GoHire.com (collectively, the “Sites”). This Agreement contains terms and conditions applicable to the products and services (“Services”) provided by GoHire to Customer and described in the attached proposal or quote (“Quote”). The Quote is subject to the terms and conditions of the Agreement and is made a part of this Agreement. Customer shall use all Services provided hereunder solely for its own internal business purposes and shall not resell or transfer to any third party any Services. As part of the Services, Customer consents to receive text message and e-mail updates and announcements of GoHire services, Site enhancements, and special offers.

2. Term and Termination. The term (“Term”) of this Agreement will begin on the date a fully executed copy of the Agreement is received from Customer (the “Effective Date”), and will continue on a month-to-month basis until canceled in writing. This Agreement may be terminated by either party for convenience and thirty days written notice to the other party, after the initial terms expiration date, if applicable. If Customer breaches any provision of this Agreement or any Site’s terms of use, GoHire will provide written notice to Customer of said breach and provide it with a ten (10) day cure period. If Customer does not cure said breach within ten (10) days, GoHire may thereafter immediately suspend all Customer passwords and access codes until the breach is cured and if applicable, immediately suspend or cancel Service. If Customer’s breach is capable of being cured, Customer will have ten (10) days to cure such breach to GoHire’s reasonable satisfaction in order to have passwords and access codes restored. If such breach is incapable of being cured or is not cured by Customer within the ten (10) day period, GoHire may: (a) terminate this Agreement and/or (b) pursue all other available remedies to enforce this Agreement and obtain payment of Fees (as defined below) due. If Customer has committed two (2) breaches of the terms of this Agreement or any Site’s terms of use which have subsequently been cured, upon any additional breach by Customer, GoHire may immediately without further notice to Customer and without refund of any Fees paid terminate the Agreement. Either party may immediately terminate this Agreement if the other party (i) applies for or consents to the appointment of a receiver, trustee, or liquidator of it or its assets, (ii) makes a general assignment for the benefit of creditors, (iii) has a petition seeking bankruptcy, reorganization or similar relief filed against it (which, if involuntary, is not stayed or dismissed within ninety (90) days of filing), or (iv) materially breaches this Agreement which breach is not cured within ten (10) days of notice thereof.

3. Payment. All amounts payable by Customer for the Services (“Fees”) are pre-paid via automated credit card payments unless modified per this agreement. GoHire may, at its option, charge Customer interest of 1½% per month and collection charges on any Fees not paid when due and not subject to a reasonable dispute. Customer will be responsible for the payment of any present or future sales, use, excise or other similar tax (excluding taxes based on GoHire’s net income) applicable to the Services. Fees paid for Services are non-refundable, except in the case of GoHire’s uncured material breach, in which case GoHire will refund to Customer pre-paid amounts for Services not rendered as of the effective date of such termination. Pricing after the expiration or termination of the Term of this Agreement shall be at the then-prevailing rates applicable thereto. Any discounts to the standard rate card are only applicable to Services purchased pursuant to this Agreement during the Initial Term. If Customer requests credit or GoHire cannot authenticate Customer’s identity, then Customer authorizes GoHire to obtain information regarding Customer from trade and bank references, external credit reporting sources, consumer credit agencies and other credit sources as may be reasonably necessary. GoHire may terminate the Agreement upon notice if the Customer fails to meet credit requirements established by GoHire from time to time.

4. Services. (a) SMS Chatbot, (b) text messaging. If set forth in the Quote, GoHire will provide a local phone number, shared short code, or dedicated short code, that accepts inbound text messages and responds with an automated sequence of messages, configured with Customer. User data will be securely stored on GoHire servers, and Customer licensed users will have access to send and receive messages to candidates via a web browser. Phone numbers, shortcodes, are provided by third-party partners and telecom carriers. GoHire cannot guarantee that local phone number, shortcodes, toll-free numbers will not change over the course of the agreement, as telecom providers control these assets.

5. Confidentiality. Except as required by the terms of this Agreement and the Services outlined herein, each party will keep the specific terms of this Agreement and any and all information and data obtained from the other party, confidential and not disclose them to any third party (other than to its attorneys and accountants) without the other party’s prior written consent, except as required by law.

6. Ownership. Subject to the next sentence, the script, technology, software of GoHire.com and all other Sites, and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing, and all intellectual and other proprietary rights therein are and shall at all times remain the property of GoHire. Notwithstanding the prior sentence, as between GoHire and Customer, any candidate data acquired by Customer’s use of the GoHire services will remain Customer’s property.

7. Terms of Use. Customer acknowledges that it and its employees and agents must comply with the terms of use of each Site available from the applicable Site’s homepage through the link “Terms of Use.” To the extent there is any inconsistency between any accessed Site’s terms of use described above in this paragraph and the terms of this Agreement, the terms of this Agreement will control.

8. No Warranties. GOHIRE, INC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO ITS SERVICES OR THE SITES, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF ITS SERVICES OR THE SITES.

9. Indemnification. Each party (each, in such capacity, the “Indemnifying Party”) shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from (i) a breach by the Indemnifying Party of this Agreement or of any representation, warranty, covenant or agreement contained herein, (ii) the provision of any material to GoHire.com or any other Site by or on behalf of the Indemnifying Party, including but not limited to claims of infringement of third party intellectual property rights. The Indemnifying Party’s obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand and gives the Indemnifying Party the right to control and direct the investigation, preparation, defense, trial and settlement of each such claim, action or demand. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense and/or settlement of any such claim, action or demand. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any claim, action or demand without the written consent of the Indemnified Party, such consent not to be unreasonably withheld.

10. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (INCLUDING THE QUOTE), EXCEPT FOR OBLIGATIONS OF AN INDEMNIFYING PARTY UNDER SECTION 9 TO THE EXTENT ARISING OR RESULTING SOLELY FROM A THIRD-PARTY CLAIM OF INFRINGEMENT OF SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, BUT WITHOUT IN ANY WAY LIMITING CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, (A) NO PARTY WILL BE LIABLE TO ANY OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND – INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA – ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

11. Miscellaneous. Customer agrees with respect to its use of the Services to comply with all applicable local, national and international laws, including but not limited to laws relating to labor and employment (including without limitation the U.S. Equal Employment Opportunity Commission’s Uniform Guidelines on Employee Selection Procedures), data privacy, data access and use, and intellectual property. Without limiting the foregoing, Customer agrees to comply with all laws relating to equal employment opportunity and employment eligibility requirements and acknowledge that job postings may not require U.S. citizenship or lawful permanent residence in the U.S. as a condition of employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state or local government contract. Each party to this Agreement shall be acting as an independent contractor, and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between GoHire and Customer or any of Customer’s employees or agents. This Agreement, which may be executed in counterparts, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings, and agreements (whether oral or written), as well as any purchase orders not supplied by GoHire that have been or may from time to time be submitted by Customer, and cannot be amended or waived except by a writing signed by all of the parties. Customer may not assign this Agreement in whole or in part, by operation of law, merger, asset or stock sale or transfer, or otherwise, without the prior written consent of GoHire. No party has relied on any representation or warranty of any other party not expressly set forth in this Agreement. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California, without reference to the conflicts of laws principles thereof. The terms of Sections 2, 3 and 5 through 12, inclusive shall survive any expiration or termination of this Agreement. Each party’s performance under this Agreement is subject to force majeure. All notices given hereunder shall be given by first class mail, return receipt requested or overnight courier, to the respective addresses set forth herein, and shall be deemed given upon actual delivery thereof.

12. Data Privacy and Security. As a result of this Agreement, GoHire may obtain certain information relating to identified or identifiable individuals (“Personal Identifiable Information” or “PII”). Said PII may include, but is not necessarily limited to: (i) information that identifies or can be used to identify an individual (including, without limitation, names, addresses, telephone numbers, e-mail addresses, and other unique identifiers). GoHire shall herein comply with any and all of its obligations required of it under all applicable state and federal data protection laws. GoHire acknowledges and agrees that it shall only collect, utilize and otherwise maintain data containing PII that is reasonably necessary to perform the service outlined herein and shall limit access to PII to those employees who reasonably need access to it to perform the services outlined herein. GoHire further acknowledges and agrees that it has developed and implemented reasonable data protection and safety policies and procedures which are well communicated to all of the vendor employees, agents, subcontractors, and affiliated entities. GoHire shall ensure that appropriate technical and organizational measures shall be taken against unauthorized or unlawful processing, use, access and retention of the personal data and against accidental loss or destruction of, or damage to, the personal data.

Questions about the Terms and Conditions should be sent to the Company at 341 Clifton Ave, San Carlos, Ca 94070.