SERVICES LICENSE AGREEMENT

This SERVICES LICENSE AGREEMENT (“Agreement”) is entered into as of the date last signed by the parties (the “Effective Date”) between NPHub, Inc. (“NPHub” or the “Company”) and the customer identified on the signature page hereto (“Licensee”). NPHub operates the NPHire platform (“NPHire” or the “Service”). All references in this Agreement to the “sale” or “purchase” of any Service shall mean the sale or purchase of a subscription to such Service. Terms not otherwise defined in the text of this Agreement shall have the meanings ascribed to them in Exhibit A.

1. Subscriptions; Delivery; Support

1.1 Ordering Services. Licensee may purchase Subscriptions to Services by the parties agreeing to Orders that reference this Agreement. Subscriptions will be for the term agreed to in an applicable Order.
1.2 Delivery. All Services, Updates and Documentation will be made available electronically, as specified by NPHub, to Licensee by giving Licensee access to such Services, Updates and Documentation. In the case of a renewal of a Subscription, there is no delivery requirement for such renewal. Subject to the provisions of Sections 9.1 and 9.2 below, Subscriptions shall be deemed automatically renewed for the same period of time as the original Subscription on the first day of the term of such applicable renewal unless a termination notice of such Subscription is received in writing prior to the end of the Subscription period then in effect.
1.3 Support. NPHub will provide technical support (“Support”) to Licensee via email and/or other channels designated by NPHub on weekdays during the hours of 9:00 am through 6:00 pm Eastern time, excluding U.S. federal holidays. Licensee may initiate a help desk ticket by emailing support@nphire.com or through the dedicated support portal provided by NPHub. NPHub will use commercially reasonable efforts to respond to all help desk tickets within one (1) business day.

2. 2. Ownership of Intellectual Property; License Grant; Restrictions; Feedback

2.1 Ownership. NPHub owns the Service, Documentation, and its websites, and all Intellectual Property Rights therein and/or relating thereto. Except to the extent licenses are expressly granted hereunder, NPHub and its licensors retain all right, title, and interest in and to all their respective Intellectual Property Rights, whether or not included in or incorporated into the Service and Documentation.
2.2 License Grant. Subject to timely payment and compliance with this Agreement, NPHub grants Licensee and its Authorized Users, during the applicable Subscription term, a royalty-free, limited, non-exclusive, non-transferable license to: (i) access and use the Service for the number of Authorized Users covered by the Subscription; and (ii) use the Documentation supplied by NPHub to enable such licensed rights.
2.3 Restrictions. Licensee may not: (a) reverse engineer or create derivative works of the Services; (b) use the Services for anyone other than Licensee or its customers; (c) sublicense, distribute, rent or lease the Services; (d) bypass usage limits; (e) reproduce or copy the Services; (f) use automated means to extract data; (g) build a product in competition with the Services by using any part of the Services; (h) use the Services if Licensee is under 18 years of age; (i) use the Services to create a false identity for the purpose of misleading or impersonating any other person; (j) use the Services to infringe any other person’s Intellectual Property Rights; (k) commercialize for Licensee’s or other third party’s benefit all or any part of the Services; (l) use the Services in a manner that adversely affects their availability to other Licensees; (m) harvest or otherwise collect information about other users’ of the Services; or (n) attempt to gain any unauthorized access to the Services. Licensee may not (i) upload to the Services (x) unlawful, malicious, harmful, harassing, tortious, defamatory, obscene, libelous, discriminatory or other objectionable content, or (y) worms, time bombs, corrupted files, viruses, or Trojan horses, or (ii) otherwise take actions that interfere with the operation of the Services.
2.4 Authorized Users. Licensee is responsible for its Authorized Users, their accounts, and their compliance with this Agreement.
2.5 Licensee Data Ownership. Licensee retains Intellectual Property Rights in and to its products, services, and data.
2.6 License to NPHub. Licensee grants NPHub a license to use Licensee Data, and all other products, services and data that Licensee makes available to NPHub, as reasonably required to operate and provide the Services.
2.7 Data for Improvement. NPHub may collect and use aggregate, de-identified data for analytics and product improvement.
2.8 Feedback. Licensee grants NPHub a perpetual, irrevocable license to use Feedback for any purpose.
2.9 Job Posting Removal. NPHub reserves the right, at its sole discretion, to remove or suspend any job posting or employer account that (a) is inaccurate, misleading, unlawful, or harmful, (b) results in employer non-responsiveness to candidates, or (c) otherwise undermines the quality or integrity of the NPHire platform.

3. Licensee’s Infrastructure

Licensee has sole responsibility for its own infrastructure, including, without limitation, hardware, software, and network systems.

4. Fees; Payments; Audit

4.1 Accrual of Fees. NPHub’s right to payment accrues on delivery of the Services. Notwithstanding anything to the contrary in this Agreement, no refunds are provided.
4.2 Invoicing and Payment. Unless otherwise stated, payment is due within seven (7) days of delivery of an invoice, with invoices provided in advance of each applicable period during which the Services are provided. Late balances may accrue interest at the lower of 1.5% per month or the highest lawful rate.
4.3 Taxes. Licensee is responsible for all taxes related to the Services, excluding taxes on NPHub’s income.
4.4 Additional Use. Excess usage will be invoiced at pro-rated rates, with excess usage encompassing usage of the Services by Licensee that goes beyond that set forth in the NPHire Employer Service Contract.
4.5 Audit. NPHub may audit Licensee’s compliance with this Agreement on reasonable notice.
4.6 No Refunds; Credits. All payments are non-refundable. If Licensee cancels or downgrades an annual plan, Licensee will receive a pro-rated credit for the unused portion of the term. Credits apply to future invoices and expire after twelve (12) months. Month-to-month plans may be cancelled anytime via the dashboard, with no refunds or partial-month credits.

5. Warranties and Disclaimer

5.1 Performance Warranty. Subject to the provisions of Section 5.5, NPHub shall use reasonable efforts to maintain the Services in line with industry standards. Services may be unavailable for maintenance or events beyond NPHub’s control.
5.2 Exclusions. The warranty set forth in Section 5.1 does not apply if Licensee fails to implement updates or fails to notify NPHub of issues.
5.3 Exclusive Remedy. As Licensee’s exclusive remedy in connection with this Agreement, NPHub may repair, replace, reperform, and/or terminate and credit unused fees for, defective Services.
5.4 Licensee Data Warranty. Licensee agrees, represents and warrants that: (i) Licensee has and shall have exclusive responsibility, and NPHub shall not have any responsibility or liability for, Licensee Data; (ii) Licensee Data does not infringe third-party rights or violate privacy laws; (iii) Licensee has the intellectual property, privacy and other rights, and has provided all notices and has received all authority and consents, to provide such Licensee Data for use, transfer and any and all purposes relating to this Agreement; (iv) NPHub shall have all rights necessary or appropriate with respect to License Data in connection with this Agreement, and any individuals whose data is so included in Licensee Data have consented to such inclusion; (v) Licensee is responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Licensee Data; (v) Licensee shall have the exclusive responsibility for backing up all Licensee Data; and (vi) all Licensee Data shall be complete and correct in all material respects.
5.5 Disclaimer. THE SERVICES, INCLUDING, WITHOUT LIMITATION, INFORMATION AND MATERIALS CONTAINED IN THE SERVICES, TEXT, GRAPHICS, SOFTWARE, LINKS AND OTHER ITEMS THAT ARE PART OF THE SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NPHUB DOES NOT WARRANT THE ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS OR AVAILABILITY OF THE SERVICES, AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE SERVICES. THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NO WARRANTY OF NON-INFRINGEMENT, NO WARRANTY OF ANY KIND, IMPLIED, EXPRESS OR STATUTORY, IN CONJUNCTION WITH THE SERVICES.
5.6 Compliance Disclaimer. Services are tools to assist compliance but do not constitute legal advice. Licensee remains solely responsible for compliance with laws.

6. Indemnities

6.1 By NPHub. NPHub will defend and indemnify Licensee from third-party claims that the Services infringe the Intellectual Property Rights of third parties.
6.2 Exceptions. NPHub is not liable for claims arising from modifications, combinations, or misuse of the Services by Licensee, or by Licensee’s agents or representatives.
6.3 By Licensee. Licensee will defend, indemnify and hold harmless NPHub against claims relating to (i) Licensee Data, (ii) misuse of the Services and/or (iii) breach of this Agreement by Licensee or by Licensee’s agents or representatives.
6.4 Conditions. Indemnification obligations require prompt notice to the indemnifying party, subject to the indemnifying party having the right to control the defense of any such claims, and subject to the indemnifying party receiving reasonable cooperation from the indemnified party in connection with such defense at the indemnifying party’s reasonable expense.
6.5 Remedies. At any time and on notice to Licensee, NPHub may modify the Services in order to improve or otherwise contribute to the efficacy and/or robustness of the Services, or replace all or portions of the Services with reasonably comparable substitutes therefor, and whether or not to resolve infringement claims.

7. Limitation of Liability

7.1 Limitations of Liability. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NPHUB OR ANY OF ITS AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH THE SERVICES OR USE THEREOF OR THE INABILITY BY ANY PARTY TO USE SUCH SERVICES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE OR SYSTEM FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION, EVEN IF NPHUB, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. LICENSEE ASSUMES THE RISK OF ANY USE IT MAKES OF THE SERVICES, ANY INFORMATION IN CONNECTION WITH THE SERVICE AND FOR CONCLUSIONS DRAWN FROM SUCH USE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL NPHUB BE LIABLE FOR ANY LOST PROFITS, TRADING LOSSES OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST SAVINGS, LOSS OF DATA, LOSS OF USE, COSTS OF ANY REPLACEMENT OF THE SERVICES OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE INABILITY OF LICENSEE TO USE THE SERVICE, REGARDLESS OF THE FORM OF ACTION, EVEN IF NPHUB HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
7.2 Cap. To the greatest extent permitted by applicable law, NPHub’s liability under this Agreement is limited to the dollar amount of the fees paid or required to be paid under this Agreement, whichever is higher, by Licensee during the twelve (12) months before the relevant claim arose (the “Liability Amount”). Subject to Section 7.1, NPHub’s indemnification liability and obligations are limited to 200% of the Liability Amount set forth above.

8. Confidentiality

Confidential Information shall include, without limitation, with respect to NPHub, any information, data and other proprietary and/or nonpublic materials provided or made available by NPHub, including, without limitation, usernames and passwords and NPHub’s proprietary programs and software. Confidential Information, with respect to the Licensee shall include all information entered by Licensee in order to use the Services and provided to NPHub in connection with use of the Services including Licensee’s organizational information and information, any communications with NPHub or any other Licensee, any documents stored in connection with use of the Services, and any financial information, strategy or information concerning Licensee’s business, operations, services, systems, and management structure and technology.
Each party agrees that during the Term and for a period of three years thereafter, except as permitted under this Agreement or as required by law, the Confidential Information of the other party will be kept confidential and will not be disclosed to third parties, except that (i) each party may disclose all or portions of the Confidential Information (with the exception of usernames and passwords) to its authorized persons who provide services to that party in connection with the use or enforcement of rights to use or protect the Services (the “Authorized Persons”) and (ii) NPHub may disclose Confidential Information to our licensors, directors, officers, employees, agents, affiliates, representatives and advisors of NPHub (“NPHub Representatives”) for the purpose of providing any services under the terms of this Agreement. Further, NPHub may use and disclose Confidential Information in connection with the proper performance of this Agreement. NPHub shall inform the NPHub Representatives and Licensee shall inform its Authorized Persons of the confidential nature of all Confidential Information and shall direct the NPHub Representatives and the Authorized Persons, respectively, to treat such information confidentially and otherwise to comply with the terms of this Agreement. NPHub shall be responsible for any breach of this Agreement by NPHub and any of the NPHub Representatives and Licensee shall be responsible for any breach of this Agreement by Licensee and any of its Authorized Persons. Each party will, at its sole expense, use its good faith, reasonable efforts (including, but not limited to, court proceedings) to restrain the unauthorized disclosure or use of Confidential Information.
Confidential Information shall not include information which: (i) is already lawfully in the other party’s possession on a non-confidential basis; (ii) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the receiving party; (iii) becomes available to the receiving party from a source other than the disclosing party, and which source is not actually known by the receiving party to be under any obligation of confidentiality with respect to such information; or (iv) is independently developed by the receiving party from information which is not considered Confidential Information. In the event either party is compelled to disclose any of the other party’s Confidential Information by subpoena or any other form of compulsory process of any court, administrative, investigatory or legislative body, or any other persons or tribunal purporting to have authority to seek such information by compulsory process, or if Confidential Information is sought by a regulatory agency's inquiry, that party shall: (i) provide the minimum Confidential Information permitted to comply with such compelled disclosure; (ii) prior to such disclosure the party subject to the order shall, to the extent lawfully permitted, give notice to the other party to permit the other party to seek a protective order requiring that the Confidential Information be kept confidential; and (iii) shall inform the other party of the Confidential Information it has disclosed in compliance with the compelled disclosure, to the extent lawfully permitted.
Notwithstanding anything contained herein: (i) Licensee may refer to NPHub and describe the Services and Licensee’s use of the Services in Licensee’s marketing materials; and (ii) NPHub may advertise or publicly announce that Licensee is a user of the Services, or otherwise use any trade name, trademark, service mark or other information which identifies Licensee in NPHub’s marketing and publicity activities.

9. Term and Termination

9.1 Term. This Agreement remains in effect until terminated in writing. Subscriptions may be month-to-month or annual.
9.2 Renewal. Month-to-month plans auto-renew unless cancelled in the dashboard before the billing cycle ends. Annual plans auto-renew unless either party gives at least thirty (30) days’ notice of cancellation prior to the end of the relevant annual period.
9.3 Cancellation. Licensee may cancel this Agreement in the dashboard at any time. Annual plan cancellations will end the Subscription at the end of the then current annual billing period and will not result in pro-rated refunds or credits. Monthly plan cancellations will end the Subscription at the end of the then current monthly billing period and will not result in pro-rated refunds or credits.
9.4 Termination for Breach. Either party may terminate after thirty (30) days’ notice of uncured breach. NPHub may terminate immediately for violations of Section 2.3 or security/reliability risks without providing pro-rated refunds or credits.
9.5 Effect. Services cease, unpaid fees become due subject to Sections 9.3 and 9.4 and Licensee must delete or return NPHub and NPHire materials. Credits, if applicable, will apply only toward future invoices.
9.6 Survival. Sections 2, 4–8, 9.5–9.6, and 10–12 survive termination.

10. Privacy Policy

Except as may otherwise be provided herein, any material, information or other communication Licensee transmits or posts to the Services, including any data, questions, comments, suggestions, reviews or the like is and will be treated as non-confidential and non-proprietary (“Communications”). Licensee authorizes NPHub to use the Communications in any manner consistent with NPHub’s current Privacy Policy. Licensee recognizes that non-public information concerning Licensee disclosed by Licensee to NPHub, its licensors or its agents (“Information”), including Licensee’s name, address, social security number, and tax identification number, may be disclosed (i) to attorneys, accountants and auditors in furtherance of the business of NPHub and to other service providers, including Licensee’s related actors, who may have a need for the Information in connection with providing services to NPHub, (ii) to third-party service providers or financial institutions who may be providing escrow, settlement, marketing and other services to NPHub provided that such persons must agree to protect the confidentiality of the Information and use the Information only for the purposes of providing services to NPHub and (iii) as otherwise required or permitted by law or this Privacy Policy. NPHub restricts access to the Information to its employees, consultants and legal or tax advisors who need to know the information to provide services to NPHub, and maintains physical, electronic and procedural safeguards that comply with industry standards to guard the Information.

11. Compliance with Laws

Licensee agrees to comply with all applicable law, including, without limitation, Applicable Privacy Law.

12. Miscellaneous

12.1 Waiver, Etc. Waivers, modifications and termination of this Agreement must be in writing and executed by duly-authorized officers of both parties.
12.2 Notices. Notices must be in writing and must be delivered by email with confirmation back of delivery, to each party’s email for all Notices as set forth in the NPHire Employer Service Contract.
12.3 Severability. Invalid provisions of this Agreement do not affect the remainder.
12.4 Assignment. Neither party may assign this Agreement, whether or not by operation of law, except NPHub may assign to a successor entity in connection with a change of control, a sale of assets or other merger, reorganization, restructuring or similar transaction.
12.5 Governing Law; Venue. This Agreement is governed by Delaware law, without reference to conflicts of law principles. Venue for any legal disputes arising under this Agreement lies in those federal and state courts located in Atlanta, Georgia, having applicable jurisdiction.
12.6 Independent Contractors. The parties are independent contractors.

13. Publicity

Licensee grants NPHub permission to use Licensee’s name and logo(s) in connection with promotion of the NPHire platform. All representations of Licensee’s logo shall be exact copies. Neither party may disclose the specific terms of this Agreement, except as required by law.

Exhibit A – Certain Definitions

“Applicable Privacy Laws” means data protection laws such as CCPA and GDPR.
“Authorized User” means any individual employee or contractor/consultant of Licensee authorized to access the Services under Licensee’s Subscription, unless otherwise agreed in writing by NPHub.
“Cloud Infrastructure” means the systems used to provide the Services.
“Confidential Information” means non-public information reasonably understood as confidential.
“Delivery” means availability of the Service or Documentation by NPHub.
“Documentation” means user guides provided by NPHub.
“Intellectual Property Rights” means patents, copyrights, trade secrets, trademarks, and similar rights.
“Licensee Data” means, subject to NPHub’s Privacy Policy set forth in Section 10 of this Agreement, non-public data or content provided by Licensee via the Services.
“Order” means any agreement specifying Services and fees.
“Service” or “Services” means the NPHire platform and related offerings.
“Subscription” means a license to the Service, Documentation, and Support.
“Support” means technical support as described in Section 1.3.
“Update” means enhancements or modifications to the Service or Documentation.