Updated: February 5, 2024

This MASTER SERVICE AGREEMENT (the “Agreement”) governs use of the service (“Service”) offered by JobLeopardAI, Inc. (“JobLeopardAI”) that is identified on one or more ordering documents executed by the parties that reference this Agreement (“Order Form(s)”). Specific business terms associated with subscription to the Service will be set forth on the Order Form. This Agreement is a legally binding contract between the customer listed in the Order Form (“Customer”) and Visage and is effective as long as any Order Form remains in effect. This Agreement governs all Order Forms; any conflicting or additional terms, conditions, or obligations are of no force or effect unless agreed to in a writing signed by the parties. In the event of any conflict between the terms of an Order Form and the terms of this Agreement, the Order Form shall control.

1. Scope.

1.1 Access to the Service. On the Subscription Start Date (as defined and stated in the applicable Order Form) and subject to the terms and conditions contained herein, JobLeopardAI shall provide the Service to Customer. In addition, Customer may designate certain individuals (“Users”) to use and have access to the online, hosted dashboard portion of the Service and the associated generally published technical documentation for the Service (“Documentation”) provided such use and access is for Customer’s own internal business operations (and not for the benefit of a third party). For the avoidance of doubt, this Agreement only permits Customer to access and use the dashboard portion of the Service (“Dashboard”); Customer will not receive or have access to a copy of the code or software that underlies the Service or receive a copy of the Service itself.

1.2 Postings. If the Order Form indicates that the Service is the Crowd Service, then Customer’s primary use of the Service will be to post employment or other opportunities to the Service (“Posting”). Customer may only post the number of Postings specified in the relevant Order Form (if applicable). Once a Posting is submitted to the Service, such Posting will count towards Customer’s allotted Postings for the period, regardless of whether Customer cancels or no longer requires such Posting. Postings may only be edited prior to such Posting being submitted to Visage’s recruiting community. Postings must conform to any requirements stated on the relevant form (within the Service) that Customer will fill out to create the Posting.

1.3 JobLeopardAI Profiles. If the Order Form indicates that the Service is the Crowd Service, then Customer may receive resumes, photographs, online profiles, and other personal data/information from third party individuals through its use of the Service (“JobLeopardAI Profiles”). JobLeopardAI Profiles are not the property of Customer and Customer agrees that it will only use JobLeopardAI Profiles (a) internally for the sole benefit of Customer and its Users, and (b) for the purpose of recruiting, hiring and managing the individuals featured in such JobLeopardAI Profiles for positions at Customer. Customer agrees that other than the use described in the immediately preceding sentence, Customer will at all times maintain the confidentiality of the JobLeopardAI Profiles in accordance with the terms of Section 4 (Confidentiality) and applicable legislation pertaining to the protection of personal data. As part of its provision of the Service, JobLeopardAI will provide Customer with qualified JobLeopardAI Profiles; where “qualified” means that JobLeopardAI have determined that such Profile meets the requirements set forth in the Job Posting.

1.4 Customer Profiles. If the Order Form indicates that the Service is the Platform Service, then Customer may submit resumes, photographs, online profiles, and other personal data/information to the Service (“Customer Profiles”). Such Customer Profiles shall be deemed Customer Content.

1.5 Restrictions. Customer shall not directly or indirectly: (a) modify, translate, copy or create derivative works based on the Service or any element of the Service, (b) create internet “links” to or from the Service, (c) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, the API or underlying ideas or algorithms of the Service in whole or in part, except as and only to the extent this restriction is prohibited by law, (d) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement, (e) use the Service in any way that violates any applicable federal, state, local or international law or regulation, (f) introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, (g) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service, (j) use the Service in a manner that is obscene, threatening, libelous, or otherwise unlawful or tortious, including uploading material into the service that is harmful or violates any third party privacy rights or, (k) use the Profiles for the benefit of any third party. Customer will use the Service in compliance with any use limitations or restrictions set forth in an Order Form.

1.6 User Accounts and Customer Responsibilities. As part of the registration process, one User will be added to the Customer’s account. Customer may add new Users by making a request to support@JobLeopardAI.jobs. Customer shall be responsible for ensuring that all Users are aware of and bound by obligations, restrictions and protections consistent with this Agreement for the benefit of JobLeopardAI. Customer will also (a) be responsible for ensuring the security of Customer’s account and confidentiality of all user IDs and passwords for the Service, (b) prevent unauthorized access to, or use of, the Service, and (c) notify JobLeopardAI promptly of any unauthorized use of the Service or any breach, or attempted breach, of the security of the Service. Customer is responsible for all activities of its Users on the Service and is responsible for all uses of Customer’s account. It is also solely Customer’s responsibility to ensure that Customer has the right to use and access the Service where Customer is geographically located. Customer represents and warrants that Customer is not a person or entity appearing on the lists published by the U.S. Department of Commerce, the U.S. Department of State, the U.S. Department of Treasury or any other list that may be published by the U.S. Government, as amended from time to time, that is prohibited from acquiring ownership or control of items under this Agreement, or with which JobLeopardAI is prohibited from doing business. Customer understands and agrees that while JobLeopardAI has no obligation to monitor Customer’s use of the Service, JobLeopardAI may monitor such use of the Service and may prohibit any use it believes may be in violation of the restrictions set forth in this Agreement or any Order Form. Customer also understands and agrees that JobLeopardAI may suspend Customer’s or any User’s use of or access to the Service that JobLeopardAI reasonably believes may be in violation of this Agreement or any Order Form.

1.7 Customer’s Equipment. Customer is responsible for obtaining and maintaining any equipment and ancillary services (including the payment of any additional fees therefore) needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service (collectively, “Equipment”). Customer is also responsible for maintaining the security of Customer’s Equipment, and for all uses of Customer’s Equipment.

1.8 Suspension of Service. JobLeopardAI may suspend the Service immediately upon notice to Customer for cause if: (a) Customer or a User materially breaches (or Visage believes that Customer or a User has materially breached) any provision of this Agreement; (b) there is an unusual and material spike or increase in Customer’s use of the Service and JobLeopardAI believes that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Service; or (c) JobLeopardAI determines that its provision of the Service is prohibited by applicable law or (d) there is any use of the Service by Customer or Users that in JobLeopardAI’s judgment threatens the security, integrity or availability of the Service. However, Visage will use commercially reasonable efforts under the circumstances to (x) provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension; and (z) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.

1.9 Changes. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience JobLeopardAI may make changes to the Service provided, however JobLeopardAI will not materially decrease the overall functionality of the Service.

2. Service Levels and Support. The Service will be available 99% of the time, except for periods of scheduled maintenance. General availability will be calculated per calendar month. Provider will provide basic technical support to Buyer, free of charge, Monday through Friday, excluding holidays. Requests for support can be made via the support request function on the JobLeopardAI help center http://help.jobleopard.ai/en/. You will receive a response in 1 business day.

3. Proprietary Rights.

3.1 JobLeopardAI’s Ownership. The Service (and all enhancements and improvements made to the Service) is owned and operated by JobLeopardAI and its licensors, and the Service (and any intellectual property and other rights relating thereto) is and will remain the property of JobLeopardAI and its licensors and suppliers. The Service is protected by U.S. and international copyright, trademark, and other laws, and Customer acknowledges that these rights are valid and enforceable.

3.2 Customer’s Ownership. Subject to the restrictions contained herein, Customer owns all right, title, and interest in and to any content uploaded to the Service by Customer, including Customer Profiles (“Customer Content”).

4. Confidentiality.

4.1 Definitions. Each party (in its capacity as a receiver of Confidential Information, the “Recipient”) understands that, in connection with this Agreement, the other party (in its capacity as a Disclosing Party of Confidential Information, the “Disclosing Party”) may disclose Profiles and non-public business, technical or financial information relating to the Disclosing Party’s business. Such information shall be considered the “Confidential Information” of the Disclosing Party provided that it is marked or otherwise designated at the time of disclosure as “confidential” or “proprietary” or the like. JobLeopardAI’s Confidential Information includes, without the requirement of any marking or further indication, (a) the pricing and other terms reflected in all Order Forms hereunder, (b) any trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Service, (c) the design and architecture of the Service, (d) the computer code, internal documentation, and design and functional specifications of the Service, and (e) the Specifications. Customer’s Confidential Information includes, without the requirement of any marking or further indication, (i) Customer Content and, (ii) any payment related information provided by Customer to JobLeopardAI. In addition, the JobLeopardAI Profiles provided to Customer shall be maintained as Confidential Information by Customer.

4.2 Obligations. The Recipient agrees to (a) hold the Disclosing Party’s Confidential Information in strict confidence and not disclose such Confidential Information to any third party without the prior written consent of a duly authorized representative of the Disclosing Party, or (b) use such Confidential Information for any purpose other than to carry out its obligations under this Agreement. Recipient also agrees that Confidential Information shall be disseminated only to those employees, officers, directors, consultants, and contractors with a clear and well-defined “need to know” purpose who are informed of and bound by the obligations of this Agreement or another agreement with terms just as protective of the Disclosing Party as the terms of this Agreement.

4.3 Mandatory Disclosure. Any disclosure by the Recipient of the Disclosing Party’s Confidential Information required by a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order”) shall be subject to the terms of this Section. Prior to making any such disclosure pursuant to a Legal Order, the Recipient shall provide the Disclosing Party with (a) prompt written notice of such order (to the extent legally permitted), and (b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing the notice and assistance required herein, the Recipient remains subject to the Legal Order, the Recipient shall disclose no more than that portion of the Confidential Information which (on the advice of the Recipient’s legal counsel, such Legal Order specifically requires the Recipient to disclose. Any Confidential Information disclosed pursuant to a Legal Order shall otherwise remain confidential and subject to the restrictions on the use or disclosure in this Agreement.

4.4 Feedback. From time to time, Customer may provide JobLeopardAI with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the JobLeopardAI Technology (“Feedback”). Feedback shall not be deemed to constitute Confidential Information or to impose any confidentiality obligations on JobLeopardAI. Customer agrees that JobLeopardAI is free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind.

5. Data & Content.

5.1 Customer Content. ​Customer hereby expressly grants, and represents and warrants that Customer has all rights necessary to grant, to JobLeopardAI, a non­exclusive, worldwide license to use, distribute, modify, reproduce, publicly display, publicly perform, and create derivative works of any Customer Content for the purposes of (a) providing the Service, or (b) developing, maintaining, supporting, or improving the Service. Customer is solely responsible for maintaining back-ups of the Customer Content.

5.2 Service Data. Customer hereby grants JobLeopardAI the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and its related systems and technologies (including, without limitation, information concerning Customer Content and data or models derived therefrom), and JobLeopardAI will be free (during and after the term hereof) to (i) use such information and data solely in aggregate and de-identified form to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other JobLeopardAI offerings, and (ii) disclose such data solely in aggregate and de-identified form in connection with its business.

5.3 Data Storage. Customer acknowledges that the Service is provided from (and requires the transfer and storage of content and data to) servers located in the United States. Customer consents to such transfer and storage of information on its behalf and its employees and contractors. Customer further acknowledges that the Products can be accessed, and information collected, from any location, and that Customer assumes all responsibility for such activities.

5.4 Data Security. JobLeopardAI will maintain industry standard security measures for the protection of Customer’s account and data against accidental or unauthorized access or use as further described in JobLeopardAI’s Security Measures attached as Annex B to the DPA (as defined below). JobLeopardAI shall take all reasonable steps to prevent or correct any unauthorized access or intrusion into Customer’s account, which shall include, without limitation, correcting the circumstances that lead to the failure or unauthorized access, preventing further intrusions, and recovering any information copied or removed from Customer’s account. JobLeopardAI’s obligations as to the security of Customer’s account shall be limited to the extent Customer fails to notify JobLeopardAI upon becoming aware of such unauthorized access, or through Customer’s failure to select secure passwords, change passwords frequently, or maintain the confidentiality of those passwords.