License Agreement

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Updated 7.14.2024

1. Subject to the terms and conditions of this License Agreement (this “License”), Headcount365, Inc a Delaware limited liability company (the “Licensor”) hereby grants you a worldwide, royalty-free, non-sublicensable, non-exclusive license to exercise the rights granted to you under the terms and conditions of this License (the “Licensed Rights”) in the Recruiting Pitch Template and all related materials (the “Licensed Material”) to: (a) reproduce and share the Licensed Material, in whole or in part; and (b) produce, reproduce, and share any material subject to copyright and similar rights that is derived from or based upon the Licensed Material and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified in a manner requiring permission under such copyright and similar rights held by the Licensor (the “Adapted Material”). Every recipient of the Licensed Material (including as adapted or modified by you) automatically receives an offer from the Licensor to exercise the Licensed Rights under the terms and conditions of this License. You may not offer or impose any additional or different terms or conditions on the Licensed Material if doing so restricts exercise of the Licensed Rights by any recipient of the Licensed Material. Nothing in this License constitutes or may be construed as permission to assert or imply that you are, or that your use of the Licensed Material is, connected with, or sponsored, endorsed, or granted official status by, the Licensor or others designated to receive attribution as provided below. Moral rights, such as the right of integrity, are not licensed under this License, nor are publicity, privacy, and/or other similar personality rights; however, to the extent possible, the Licensor waives and/or agrees not to assert any such rights held by the Licensor to the limited extent necessary to allow you to exercise the Licensed Rights, but not otherwise. Patent and trademark rights are not licensed under this License.

2. Your exercise of the Licensed Rights hereunder is expressly made subject to the following conditions. a. If you share the Licensed Material with a third party (including in modified form), you must: i. retain the following if it is supplied by the Licensor with the Licensed Material: 1. identification of the creator(s) of the Licensed Material and any others designated to receive attribution, in any reasonable manner requested by the Licensor (including by pseudonym if designated); 2. a copyright notice; 3. a notice that refers to this License; 4. a notice that refers to the disclaimer of warranties; 5. a URI or hyperlink to the Licensed Material to the extent reasonably practicable; ii. indicate whether you modified the Licensed Material and retain an indication of any previous modifications; and iii. indicate the Licensed Material is licensed under this License, and include the text of, or the URI or hyperlink to, this License. b. You may satisfy the conditions in Section 2(a) in any reasonable manner based on the medium, means, and context in which you share the Licensed Material. For example, it may be reasonable to satisfy the conditions by providing a URI or hyperlink to a resource that includes the required information. c. If requested by the Licensor, you must remove any of the information required by Section 2(a)(i) to the extent reasonably practicable. d. In addition to the conditions in Section 2(a)-(c), if you share Adapted Material that you produce, the following conditions also apply: i. The license you apply to your copyright and similar rights in your contributions to Adapted Material in accordance with the terms and conditions of this License (your “Adapter’s License”) must be (y) this License with the same license elements, this version or later, or (y) a Creative Commons license with the same license elements as this License, this version or later. ii. You must include the text of, or the URI or hyperlink to, the Adapter’s License you apply. You may satisfy this condition in any reasonable manner based on the medium, means, and context in which you share Adapted Material. iii. You may not offer or impose any additional or different terms or conditions on, or apply any measures that, in the absence of proper authority, may not be circumvented under laws fulfilling obligations under Article 11 of the WIPO Copyright Treaty adopted on December 20, 1996, and/or similar international agreements to, Adapted Material that restrict exercise of the rights granted under the Adapter’s License you apply.

3. The Licensee agrees to use the Licensed Rights and the Licensed Material only for its own internal benefit, and not for the benefit of any third party. The Licensee will not (i) permit any third party to access the Licensed Material except as expressly permitted in Section 2 above, (ii) sell the Licensed Material or any Adapted Material, or any services related thereto, (ii) use the Licensed Material in order to build a competitive product or service, or (iv) use the Licensed Material or any Adapted Material in any manner that is in violation of any applicable law or regulation.

4. To the extent possible, the Licensor offers the Licensed Material as-is and as-available, and makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. To the extent possible, in no event will the Licensor be liable on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this License or use of the Licensed Material, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.

5. This License applies for the term of the copyright and similar rights licensed here; provided, however, that if you fail to comply with this License, then your rights hereunder shall automatically. Termination of this License does not affect any right the Licensor may have to seek remedies for your violations hereof. For the avoidance of doubt, the Licensor may also offer the Licensed Material under separate terms or conditions or stop distributing the Licensed Material at any time; however, doing so will not terminate this License.

6. Using these licensed materials gives Headcount365, Inc the right to use your company's logo for marketing and promotional purposes. This includes, but is not limited to, displaying your logo on our website, in our promotional materials, and in case studies to showcase your use of our products and services. You represent and warrant that you have the right and authority to grant this permission.

7. The Licensor shall not be bound by any additional or different terms or conditions communicated by you unless expressly agreed. Any arrangements, understandings, or agreements regarding the Licensed Material not stated herein are separate from, and independent of, the terms and conditions of this License.

8. For the avoidance of doubt, this License does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Licensed Material that could lawfully be made without permission under this License. To the extent possible, if any provision of this License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this License without affecting the enforceability of the remaining terms and conditions. No term or condition of this License will be waived and no failure to comply consented to unless expressly agreed to by the Licensor. Nothing in this License constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply to the Licensor or you, including from the legal processes of any jurisdiction or authority.

9. Sections 3-8 above will survive termination of this License.