AllyO Legacy Terms & Conditions

Effective July 18, 2019

EXHIBIT A

Description of Services

Customer is signing up to use “AllyO” (AllyO’s product) which includes but is not limited to conversation (including but not limited to text messaging) based interaction mechanisms between Customers and Talent
The primary responsibility of AllyO is to converse with Talent and route them to the appropriate Customer resources, via AllyO or other means. All responsibilities after this point are borne by the Customer (e.g. confidentiality undertaking of Talent with Customer, make job applicants aware of any specific screening requirements like background checks, etc.). AllyO may assist in contacting, scheduling, surveying, assessing, preparing, informing, guiding, and communicating with Talent after this point to aid the engagement process
AllyO may use the Customer’s help in comprehending workflow requirements, requisitions and gather/verify other necessary information needed to develop or maintain its applications prior to, during, and after the Customer has signed this agreement
AllyO does not guarantee interview-ability or hire-ability of the job applicants or performance, retention, or happiness of Employees

EXHIBIT B

Pricing Term and Termination

Customer will pay AllyO the Price (noted on Sign Up Form) for the term of this agreement, regardless whether it chooses to use AllyO or Not. This price should not be shared outside of customer and AllyO without the permission of both parties
Customer agrees to license AllyO for the Term (noted on Sign Up Form) starting the date both parties have signed the SignUp form
Subject to earlier termination as provided below, this Agreement is for the Term (noted on Sign Up Form), and shall be automatically renew for 1 year (12 months) or the Term (whichever is longer), unless either party requests termination in writing at least thirty (30) days prior to the end of the then-current term
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), only if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, AllyO will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter AllyO may delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability
All Special Clauses noted on Sign Up Form hold above and beyond other Clauses in the Terms & Conditions that might potentially conflict with the Special Clauses
Customer will pay AllyO the direct cost AllyO incurs billed at USD 250/hour for any integration services into its existing or future software / systems

EXHIBIT C

Definitions

Talent: Current, past, and future Employees working for the Customer, including applicants/candidates interested in becoming an Employee for the Customer
AllyO: Operating name of AllyO’s applications and deployed by or for customer, including but not limited to any software, apps, AllyO website and webpages, and other services
Customer: An organization that has signed up with AllyO and is paying for its services: Best effort screening from AllyO based on (a) Potential Applicant’s indicated interest in applying for a job at the Customer and (b) Requirements as communicated to AllyO by Customer in writing
Engagement/Engage: One or multiple text messages (SMS or MMS) sent to AllyO’s application developed by AllyO and deployed by or for the customer. Sending one or multiple text messages (SMS and/or MMS) one-way or back and forth, counts as one engagement, as long as it is with the same phone number
Employee: Full-time employees, Part-time employees, Contractors working for Customer

TERMS AND CONDITIONS

Definitions

SERVICES AND SUPPORT
1. Subject to the terms of this Agreement, AllyO will use commercially reasonable efforts to provide Customer AllyO and other provisions
2. AllyO does not guarantee in any way that any Talent that has engaged with AllyO will exhibit improved performance, retention, or qualifications after engagement with AllyO
3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use AllyO, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, mobile phones and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent
4. AllyO reserves the right to make modifications to AllyO at any point before, during and after deployment of AllyO by or for the Customer; provided such modifications do not have a material adverse effect on the functionality of AllyO that Customer signed up for
RESTRICTIONS AND RESPONSIBILITIES
1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source, source code, object code or underlying structure, strategies, ideas, know-how or algorithms relevant to AllyO, documentation or data related to them; modify, translate, or create derivative works based on AllyO (except to the extent expressly permitted by AllyO or authorized within this document); or remove any proprietary notices or labels
2. This use of AllyO as described in this Agreement is limited to Customer and it may not be resold, sublicensed, leased or otherwise made available to any third party
3. AllyO grants to Customer a limited, non-exclusive, non-transferable and non-sublicenseable license (i) to access and use AllyO, and (ii) to use any documentation provided to Customer by AllyO in connection with AllyO, in each case to the extent necessary to access and use AllyO
4. Each party represents, covenants, and warrants that it will use AllyO only in compliance with all applicable laws and regulations. [Each party hereby agrees to indemnify and hold harmless the other party against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorney’s’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from such party’s unlawful use of AllyO]. Although AllyO has no obligation to monitor Customer’s use of AllyO, AllyO may do so and may prohibit any use of AllyO it believes may be (or alleged to be) in violation of the foregoing
CONFIDENTIALITY; PROPRIETARY RIGHTS
1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of AllyO includes non-public information regarding features, functionality, and performance of AllyO. Proprietary Information of Customer includes non-public data provided by Customer to AllyO to enable the provision of AllyO (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of AllyO or as otherwise permitted herein) or divulge to any third person any such Proprietary Information unless it is required to provide AllyO as agreed upon with the Customer. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
2. Each party will take commercially reasonable steps to protect the confidentiality of the Confidential Information and Trade Secrets (as such terms are defined below) of the other party disclosed to or otherwise received by such party in connection with using AllyO. Neither Customer nor AllyO will copy, duplicate, use, disclose or transfer any such Confidential Information or Trade Secrets of the other party except as required to access and use or provide AllyO, as applicable.
3. For purposes of this Agreement, (i) “Confidential Information” means all proprietary or confidential information of a party and/or its affiliates, other than Trade Secrets, which is of value to the party and/or its affiliates and which is not generally known by or available to the party’s competitors, whether or not such information is specifically designated by the party as being confidential, and (ii) “Trade Secrets” mean all trade secrets of a party as defined under applicable law. The pricing and other specific terms relating to AllyO included in this document constitute the Confidential Information of AllyO.
4. Customer shall own all right, title and interest in and to the Customer Data shared directly with AllyO. AllyO shall own and retain all right, title and interest in and to (a) AllyO, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with developing AllyO and / or deploying AllyO for or by the Customer, (c) all intellectual property rights related to any of the foregoing. Both parties have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of AllyO and related systems and technologies and AllyO will be free (during and after the term hereof) to use such information and data to improve and enhance AllyO and for other development, diagnostic and corrective purposes in connection with AllyO offerings; provided that such use does not disclose any Confidential Information of Customer. In addition, Customer will own and retain all rights to data, including but not limited to Personal Information of Talent, except when the direct cost of sourcing job applicants is borne by AllyO, including but not limited to job posts paid for by AllyO and sourcing Potential Applicants from AllyO’s database, in which case the data is co-owned by the parties.
5. Neither parties nor any person acting on their behalf shall make or cause to be made any statements that disparage, are harmful to, or damage the reputation, whether directly or indirectly, of the other party or its parent company, affiliates, subsidiaries and other entities in any forum or through any medium of communication.
PAYMENT OF FEES
1. Customer will pay AllyO the then applicable fees described in Exhibit B in accordance with the terms therein (the “Fees”). If Customer believes that AllyO has billed Customer incorrectly, Customer must contact AllyO no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Sahil Sahni, at sahil@allyo.com and +1-214-680-7720.
2. AllyO may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by AllyO thirty (30) days after the mailing date of the invoice or the date of sending the Electronic Mail (“email”), if email is used to share the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of use of AllyO. Customer shall be responsible for all taxes associated with AllyO other than U.S. taxes based on AllyO’s net income.
WARRANTY AND DISCLAIMER
1. Each of Customer and AllyO represents and warrants to the other party that (i) it is a corporation or other entity duly organized and validly existing in good standing under the laws of the state of its incorporation or organization, and it has the corporate or other power to own its property and to carry on its business as now being conducted, (ii) it has full power and authority to enter into the Sales Orders, the Website Orders, and this Agreement and to perform its obligations hereunder and thereunder, all of which have been duly authorized by all required corporate or other action by it, (iii) no consent or approval of, notice to or filing with any governmental authority or third party is required as a condition to the validity or enforceability of any Sales Order or Website Order or this Agreement as to it, (iv) each Sales Order, each Website Order and this Agreement constitutes the valid and legally binding agreement of it enforceable in accordance with its terms, (v) there are no proceedings pending or threatened before any court or governmental or administrative agency that would reasonably be expected to affect the validity or enforceability of any Sales Order, any Website Order or this Agreement as to it, and (vi) it is not a party to or otherwise bound by any contract or agreement which in any manner would prohibit it from entering into any Sales Order, any Website Order or this Agreement or performing its obligations hereunder or thereunder.
2. Each of Customer and AllyO further represents and warrants to the other party that all of the following comply and will comply with all federal, state and local employment, data protection, privacy and other applicable laws and regulations: (i) the questions and other materials included or used in connection with the job listings posted or submitted or shared by or on behalf of Customer through AllyO, (ii) the questions and other materials and technology used each party in screening or making hiring decisions regarding potential employees, (iii) Customer’s other hiring practices, including, without limitation, the use of any results of any procurement, screening or assessment Services provided hereunder, and (iv) Customer’s hiring decisions. Without limiting the generality of the foregoing, Customer represents and warrants to AllyO that it will not use the results of any procurement, screening or assessment Services provided hereunder to discriminate against ‘Potential Applicants’ or current employees in violation of any federal, state or local employment or other applicable laws or regulations.
3. THE REPRESENTATIONS AND WARRANTIES MADE BY ALLYO IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, NEITHER ALLYO NOR ANY OF ITS LICENSORS REPRESENTS OR WARRANTS THAT (i) ANY OF ALLYO, THE ALLYO SITE, OR OTHER PROVISIONS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, (ii) ANY SPECIFIC RESULTS WILL BE OBTAINED USING ALLYO, THE ALLYO SITE, AND OTHER MEANS, OR (iii) ANY ERRORS IN ALLYO, THE ALLYO SITE, OR OTHER PROVISIONS WILL BE CORRECTED. IN ADDITION, ALLYO AND ITS LICENSORS EXPRESSLY DISCLAIM LIABILITY FOR CUSTOMER’S IMPROPER OR DISCRIMINATORY USE OF ALLYO, THE SOFTWARE, SERVICES, WEBSITE, APP, OR OTHER PROVISIONS, INCLUDING CLAIMS AGAINST CUSTOMER MADE BY ANY COURT OR REGULATORY AGENCY BASED IN WHOLE OR IN PART ON FINDINGS OF DISPARATE OR ADVERSE IMPACT TREATMENT REGARDING ‘POTENTIAL APPLICANTS’ OR EMPLOYEES. ALLYO AND ITS LICENSORS MAKE NO WARRANTY THAT ALLYO, THE SOFTWARE, SERVICES, APP OR OTHER PROVISIONS WILL NOT CAUSE AN ADVERSE OR DISPARATE IMPACT ON A LEGALLY PROTECTED CLASS OF PEOPLE IF SUCH SOFTWARE OR SERVICES OR OTHER PROVISIONS ARE USED IMPROPERLY OR ARE USED WITHOUT A STATISTICALLY ADEQUATE OR REPRESENTATIVE ‘POTENTIAL APPLICANT’ POOL. FURTHERMORE, ALLYO AND ITS LICENSORS EXPRESSLY DISCLAIM LIABILITY FOR ALLY’S, THE SOFTWARE’S, THE WEBSITE’S, THE APP’S, AND/OR OTHER PROVISIONS, COMPLIANCE WITH, OR CUSTOMER’S ABILITY TO USE PROCUREMENT, SCREENING OR ASSESSMENT SERVICES TO EVALUATE TALENT UNDER, THE EMPLOYMENT LAWS OF ANY JURISDICTION OTHER THAN THE FEDERAL AND STATE LAWS OF THE UNITED STATES.
4. WITHOUT LIMITING THE GENERALITY OF SECTION ABOVE, THE PARTIES SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE TALENT INFORMATION PROVIDED ON OR THROUGH ALLYO, THE ALLYO SITE, OR OTHER MEANS ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS AND THAT ALLYO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY SUCH RESUMES OR OTHER INFORMATION OR THEIR ACCURACY OR COMPLETENESS.
5. AllyO shall use reasonable efforts consistent with prevailing industry standards to maintain AllyO in a manner which minimizes errors and interruptions in AllyO and shall perform the Implementation Services in a professional and workmanlike manner. AllyO may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by AllyO or by third-party providers, or because of other causes beyond AllyO’s reasonable control, but AllyO shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, ALLYO DOES NOT WARRANT THAT ALLYO WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF ALLYO. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, ALLYO AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND ALLYO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
OWNERSHIP OF PROPERTY
1. As between Customer and AllyO, any Customer job requisitions or postings and information and related materials provided by Customer for placement, storage and/or use in or in connection with AllyO or on or in connection with the AllyO Site, Software, or App (“Customer Materials”) are and will remain the property of Customer. Customer grants AllyO a royalty-free, nonexclusive license to use, copy, display, and distribute Customer Materials to the extent necessary to provide AllyO and other services and/or to administer or maintain the AllyO Site and/or AllyO.
2. Except for the limited license granted in Sections above, Customer has and will have no right, title or interest in or to AllyO, the AllyO Site, and AllyO or its applicable licensor will retain ownership of and full and exclusive rights in and to AllyO, the AllyO Site, and all enhancements and modifications thereto and thereof, including, without limitation, ownership of and full and exclusive rights to all related copyrights and other intellectual property rights and full and exclusive rights to sell, license, market, assign and modify AllyO, the AllyO Site, or AllyO itself.
INDEMNITY
1. Customer agrees to indemnify, defend, and hold harmless AllyO, its licensors, its affiliates and its affiliates’ respective directors, officers, employees and agents from and against any and all claims, demands, causes of action, debts, liability, losses, costs and expense, including reasonable attorneys’ fees incurred by AllyO or a licensor as a result of or in connection with any third-party claim that (i) any of the Customer Materials infringes or otherwise violates any patent, copyright, trademark, service mark, trade secret or other intellectual property right of a third party, and/or (ii) Customer’s employee procurement, screening, testing, assessment, hiring or firing policies or practices, or improper use of the Software or Services, violates any applicable employment, data protection, privacy or other law or regulation.
2. AllyO shall indemnify, defend, and hold harmless the Customer, its affiliates and the Customer’s and its affiliates’ respective directors, officers, employees and agents from and against any and all claims, demands, causes of action, debts, liability, losses, costs and expense, including reasonable attorneys’ fees, arising out of, based upon or relating to: (1) an inaccuracy in or breach of any of AllyO’s representations or warranties hereunder; (ii) an allegation or claim that AllyO, or any materials, documentation, or intellectual property of AllyO infringes any intellectual property right of any third party; (iii) any wrongful or negligent act or deed, whether by way of tort or contract, committed or omitted by AllyO, its employees or agents in the performance of this Agreement or (iv) the violation any federal, state or local law in the provision of the services hereunder.
LIMITATION OF LIABILITY
1. EXCEPT AS OTHERWISE PROVIDED IN SECTION ABOVE, AND WITHOUT IN ANY WAY LIMITING CUSTOMER’S OBLIGATION TO PAY FOR ALLYO AS PROVIDED IN THIS AGREEMENT (1) NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY NOR AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (1A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (1B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (1C) FOR ANY MATTER BEYOND ALLYO’S REASONABLE CONTROL; OR (1D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO ALLYO FOR ALLYO UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT ALLYO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MISCELLANEOUS
1. 1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with AllyO’s prior written consent. AllyO may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Each party and its employees and representatives are and will be independent contractors with respect to the other party, and neither party by virtue of any Sales Order, any Website Order or this Agreement will have any right, power or authority to act or create any obligation on behalf of the other party. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind AllyO in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Except as otherwise provided herein, (i) this Agreement contains the entire agreement and understanding between Customer and AllyO concerning AllyO ordered through any Website Order or other means and the use of AllyO. No waiver by either party hereto of any term or provision of this Agreement or of any default hereunder will affect such party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.

Proprietary and Confidential: This Agreement and information contained therein is not for use or disclosure outside of Sass Labs, Inc. (DBA AllyO), except under written agreement by the contracting parties.