Services Agreement

Effective Date: December 10, 2025

Overview

This Talent& Services Agreement ("Agreement") is entered into as of the Effective Date between the organization agreeing to these terms ("Customer") and Solo Eleven, Inc, a Tennessee corporation doing business as Talent& ("Talent&", "we", "us", or "our"). In this Agreement, Talent& and Customer are each referred to as a "Party" and collectively as the "Parties."

Customer represents it is lawfully able to enter into this Agreement and, if entering into the Agreement for an entity, that it has legal authority to bind that entity. By clicking "I agree," accepting an Order Form, or using the Services, Customer agrees to this Agreement.

This Agreement incorporates by reference: (a) the Order Form; (b) the Data Processing Addendum; (c) the Security Exhibit; (d) the Service-Specific Terms; and (e) the Usage Policies.

1. Services

1.1 Services Term

Talent& will deliver the Services to Customer for the Services Term. The Services Term will be listed on the Order Form. Unless the Parties agree otherwise in writing, increases in the Services purchased during a Services Term will have a prorated term ending concurrently with the then-current Services Term.

1.2 Renewal

Unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the Agreement will automatically renew for successive periods equal to the initial Services Term ("Renewal Terms"). Notice of non-renewal or scope reduction must be given at least thirty (30) days before the start of the next Renewal Term.

1.3 Services Description

The Services consist of Talent&'s enterprise workforce intelligence platform, which may include:

Organizational Analytics: Analysis of workforce data to provide organizational insights
Flight Risk Intelligence: Predictive analytics identifying employee departure likelihood
Performance Trajectory: Analysis of employee performance patterns and potential
Organizational Health: Team dynamics and organizational effectiveness metrics
Visualization Tools: Including Organizational Galaxy 3D visualization
AI-Generated Insights: Machine learning-derived recommendations and analysis

1.4 Modifications

Talent& may update the Services periodically. If a Talent& update materially reduces the Services functionality, Talent& will notify Customer at the Account email address. Within fifteen (15) business days of receipt of this notice, Customer may choose to terminate the Agreement by providing thirty (30) days written notice. This termination right will not apply to updates made to features provided on a beta or evaluation basis.

1.5 Beta Services

Talent& may offer Services that are in pre-release, beta, preview, early access, or evaluation form ("Beta Services"). Beta Services are not suitable for production use and are provided "as-is" on a temporary basis. Talent& is not responsible for Customer's use or reliance on Beta Services.

2. Customer Account and Obligations

2.1 Account

Customer must provide accurate and current Account information. Customer will not share Account access credentials or individual login credentials between multiple users. Customer may not resell or lease access to its Account. Customer will promptly notify Talent& if it becomes aware of unauthorized access to the Account or the Services.

2.2 Authorized Users

Customer may permit its employees, contractors, and agents ("Authorized Users") to access the Services under Customer's Account. Customer is responsible for all activities that occur under its Account, including the activities of Authorized Users. Customer will obtain and maintain from Authorized Users any consents necessary to allow administrators to engage in the activities described in this Agreement and to allow Talent& to deliver the Services.

2.3 Affiliates

Customer's Affiliates may use the Services under Customer's Account, which means Customer and its Affiliates' usage will occur under the same organizational workspace. Customer will be responsible and liable for all acts and omissions of its Affiliates that access the Services in connection with this Agreement. If Customer Affiliates' purchase and use of the Services is intended to be separate from Customer's, then the Affiliate must execute a separate Order Form.

2.4 Restrictions

Customer will not, and will not permit Authorized Users to:

(a) Use the Services or Customer Content in a way that violates applicable laws or Talent& Policies;

(b) Use the Services or Customer Content in a way that violates third parties' rights;

(c) Reverse engineer, decompile, disassemble, or attempt to discover the source code, underlying components, algorithms, or models of the Services;

(d) Use Output to develop artificial intelligence models, products, or services that compete with Talent&'s products and services;

(e) Extract data from the Services other than as permitted through the Services;

(f) Buy, sell, or transfer API keys or Account access to any third party;

(g) Interfere with or disrupt the Services, including circumvent any rate limits, restrictions, or bypass any protective measures or safety mitigations;

(h) Use the Services to process data of individuals located in jurisdictions where Talent& has not authorized use;

(i) Use the Services to make automated employment decisions without human review;

(j) Represent that AI-generated Output was created by humans.

2.5 Third-Party Services

Third-party services may be available through the Services ("Third-Party Services"), which Customer may elect to use in its sole discretion. Customer's access or use of Third-Party Services is governed by this Agreement and any applicable third-party terms. Talent& is not responsible for Third-Party Services.

2.6 Integrations

Customer may connect the Services to Customer's systems and third-party platforms ("Integrations"), including:

Microsoft 365 (via OAuth)
HRIS platforms (via Merge.dev)
Other platforms as made available

Customer is responsible for maintaining valid credentials for Integrations and for compliance with any third-party terms applicable to Integrated platforms.

3. Customer Content

3.1 Definitions

"Input" means data, content, and information submitted to the Services by Customer or Authorized Users, including Employee Data obtained through Integrations.

"Output" means results, analyses, predictions, visualizations, and other content generated by the Services based on Input.

"Customer Content" means Input and Output collectively.

"Employee Data" means personal data relating to Customer's employees, contractors, or other workforce members that is processed through the Services.

3.2 Ownership

As between Customer and Talent&, and to the extent permitted by applicable law:

(a) Customer retains all ownership rights in Input;

(b) Customer owns all Output.

Talent& hereby assigns to Customer all Talent&'s right, title, and interest, if any, in and to Output. Talent& disclaims any rights it receives to Customer Content under this Agreement.

3.3 No Training on Customer Content

Talent& will not use Customer Content to train, improve, or develop machine learning models, artificial intelligence systems, or any other products or services, unless Customer explicitly opts in to such use in writing. This prohibition applies to all Input, Output, and derived data.

3.4 Use of Customer Content

Talent& will only use Customer Content as necessary to:

(a) Provide Customer with the Services;

(b) Comply with applicable law;

(d) Prevent abuse of the Services.

3.5 Customer Obligations

Customer is responsible for:

(a) All Input and represents and warrants that it has all rights, licenses, and permissions required to provide Input to the Services, including any necessary consents from data subjects;

(b) Ensuring that Authorized Users understand the Services are AI-powered and that Output should be reviewed by humans before use in employment decisions;

(c) Compliance with all applicable employment, privacy, and data protection laws relating to Customer's use of the Services and Output;

(d) Evaluating the accuracy and appropriateness of Output for Customer's use case.

3.6 Similarity of Output

Due to the nature of artificial intelligence, Output may not be unique, and other customers may receive similar content from Talent&'s services. Responses generated for other customers are not considered Customer's Output.

3.7 AI Limitations Acknowledgment

Customer acknowledges that:

(a) AI-generated Output may contain errors, inaccuracies, biases, or inappropriate content;

(b) Output is intended as decision-support information, not as a substitute for human judgment;

(c) Talent& does not guarantee the accuracy of predictions, including flight risk scores, performance trajectories, or other predictive analytics;

(d) Customer is solely responsible for all employment decisions and actions taken based on Output;

(e) Output should not be the sole basis for any adverse employment action.

4. Data Privacy and Security

4.1 Data Processing

If Customer uses the Services to process Personal Data, Talent& and Customer will comply with the Data Processing Addendum ("DPA"), which is incorporated by reference into this Agreement.

4.2 Security Measures

Talent& will comply with the Security Measures set forth in the Security Exhibit. Talent& may periodically update the Security Measures. If Talent& updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole, Customer may elect to terminate the Agreement by providing written notice to Talent& within fifteen (15) business days of the update.

4.3 Audit Reports

Talent& has completed audits conducted by independent auditors that evaluated the design and effectiveness of Talent&'s security policies, procedures, and controls for the Services. Upon Customer's written request, but no more than once per year, Talent& will provide Customer a copy of the most recent audit reports ("Audit Reports"), which will be deemed Talent& Confidential Information.

4.4 Subprocessors

Talent& uses the following categories of subprocessors to provide the Services:

Cloud Infrastructure: Google Cloud Platform / Firebase / Firestore (United States)
AI Processing: OpenAI, LLC (United States)
Integration Platform: Merge.dev (United States)
Authentication: Microsoft Corporation (for Microsoft 365 OAuth)

A current list of subprocessors is available upon request. Talent& will provide Customer with at least thirty (30) days notice before adding new subprocessors that process Customer Content.

4.5 Data Location

Customer Content is stored and processed in the United States. Talent& will not transfer Customer Content to other jurisdictions without Customer's prior written consent, except as necessary to provide the Services using the subprocessors listed above.

4.6 Data Retention

Upon termination of this Agreement:

(a) Customer may export Customer Content for thirty (30) days following termination;

(b) Talent& will delete Customer Content from its systems within thirty (30) days after the export period, unless Talent& is legally required to retain it or Customer has agreed otherwise in writing;

(c) Notwithstanding the foregoing, Talent& may retain anonymized, aggregated data that cannot be used to identify Customer or any individual.

5. Confidentiality

5.1 Definition

"Confidential Information" means any business, technical, or financial information, materials, or other subject matter disclosed by one Party ("Discloser") to the other Party ("Recipient") that is: (a) identified as confidential at the time of disclosure; or (b) should be reasonably understood by Recipient to be confidential under the circumstances. Customer Content is Customer's Confidential Information.

5.2 Obligations

Recipient agrees it will:

(a) Only use Discloser's Confidential Information to exercise its rights and fulfill its obligations under this Agreement;

(b) Take reasonable measures to protect the Confidential Information, using at least the same degree of care as Recipient uses to protect its own confidential information (but no less than reasonable care);

5.3 Permitted Disclosure

Recipient may disclose Confidential Information only to its Affiliates, employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. Recipient will be responsible for any breach of this Section 5 by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, if Recipient uses reasonable efforts to notify Discloser, to the extent permitted, prior to doing so.

5.4 Exclusions

The obligations in Section 5.2 do not apply to information that:

(a) Is or becomes generally available to the public through no fault of Recipient;

(b) Was in Recipient's possession or known by it prior to receipt from Discloser;

(d) Was independently developed without use of Discloser's Confidential Information.

5.5 Return of Information

Upon request or termination of this Agreement, Recipient will promptly return or destroy Discloser's Confidential Information, except for copies in Recipient's automated backup systems (which will remain subject to confidentiality obligations) or copies retained for legal compliance purposes.

6. Payment

6.1 Fees

Customer will pay Talent& the applicable Fees in the currency and pursuant to the payment terms on the Order Form. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.

6.2 Payment Terms

Customer will pay Talent& invoices within thirty (30) days of the invoice date, unless otherwise specified in the Order Form. Talent& may suspend the Services if Fees are past due by more than thirty (30) days. Customer will provide complete and accurate billing and contact information to Talent&.

6.3 Taxes

Fees are exclusive of taxes, which Talent& will charge as required by applicable law. Customer is responsible for all applicable taxes, excluding taxes based on Talent&'s net income.

6.4 Disputes

To dispute an invoice, Customer must: (a) contact Talent& in writing within thirty (30) days of the date the disputed invoice was issued; and (b) pay all undisputed amounts. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month.

6.5 Price Changes

Talent& may change its pricing upon thirty (30) days prior written notice. Price changes will be effective for the next Renewal Term following such notice.

7. Intellectual Property

7.1 Reservation of Rights

Except as expressly set forth herein, this Agreement does not grant: (a) Talent& any IP Rights in Customer Content; or (b) Customer any IP Rights in the Services, including Talent&'s proprietary algorithms, models, and technology. Customer obtains only a limited right to use the Services, and no ownership rights are transferred to Customer under this Agreement.

7.2 Talent& Technology

Talent& and its licensors own all right, title, and interest in and to:

(a) The Services, including all software, algorithms, machine learning models, user interfaces, and documentation;

(b) Talent&'s proprietary technology, including Organizational Galaxy, Flight Risk Intelligence, Performance Trajectory, Organizational Health analytics, and all other features and functionality;

(c) Any improvements, modifications, or derivative works of the foregoing, regardless of whether created using Customer feedback.

7.3 Limited License

Talent& grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Services Term solely for Customer's internal business purposes in accordance with this Agreement.

7.4 Feedback

If Customer provides feedback regarding the Services ("Feedback"), Customer grants Talent& the right to use and exploit Feedback without restriction or compensation. Talent& is under no obligation to implement any Feedback.

8. Term and Termination

8.1 Agreement Term

This Agreement will remain in effect for the Term, which begins on the Effective Date and continues until terminated as set forth herein.

8.2 Termination for Cause

Either Party may terminate this Agreement, including all Order Forms, upon written notice if the other Party:

(a) Materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice; or

(b) Ceases its business operations or becomes subject to insolvency proceedings.

8.3 Termination for Convenience

Either Party may terminate this Agreement for convenience upon sixty (60) days prior written notice, provided that Customer will remain obligated to pay all Fees for the remainder of the then-current Services Term.

8.4 Suspension

Talent& may limit or suspend Customer's access to the Services if:

(a) It is required to do so by law;

(b) Customer violates this Agreement or Talent& Policies; or

Talent& will use reasonable efforts to notify Customer before limiting or suspending the Services and to narrowly tailor any suspension. Talent& will cooperate with Customer to promptly restore access once the condition requiring suspension is resolved.

8.5 Effect of Termination

If this Agreement terminates:

(a) The rights granted by Talent& to Customer will cease immediately;

(b) Customer may export Customer Content for thirty (30) days following termination;

(c) Talent& will delete Customer Content within thirty (30) days after the export period, unless legally required to retain it;

(d) Customer will pay all Fees accrued through the termination date.

Despite anything to the contrary, Talent& may retain and use anonymized, aggregated data as described in Section 4.6.

8.6 Survival

The following provisions will survive termination or expiration of this Agreement: Section 3 (Customer Content, to the extent of accrued rights), Section 5 (Confidentiality), Section 6 (Payment, to the extent of accrued obligations), Section 7 (Intellectual Property), Section 8.5 (Effect of Termination), Section 9 (Warranties and Disclaimers), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12 (Dispute Resolution), and Section 13 (General Terms).

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each Party represents and warrants that:

(a) It has the legal power and authority to enter into this Agreement;

(b) Entering into and performing this Agreement will not violate any of its organizational documents or any agreement to which it is a party.

9.2 Talent& Warranty

Talent& warrants that, during the Term, when used in accordance with this Agreement, the Services will perform materially in accordance with the Documentation.

9.3 Customer Warranty

Customer represents and warrants that:

(a) It has all rights, licenses, and permissions required to provide Input to the Services;

(b) Its use of the Services will comply with all applicable laws, including employment and data protection laws;

(c) It will provide all required notices to, and obtain all required consents from, individuals whose data is processed through the Services.

9.4 DISCLAIMER

SUBJECT TO SECTION 9.2, THE SERVICES ARE PROVIDED "AS IS." TO THE EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, TALENT& AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.

TALENT& MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT:

(A) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS;

(B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

(D) ANY DEFECTS WILL BE CORRECTED.

TALENT& WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY CUSTOMER CONTENT, THIRD-PARTY SERVICES, OR EMPLOYMENT DECISIONS MADE BASED ON OUTPUT.

10. Indemnification

10.1 Indemnification by Talent&

Talent& agrees to indemnify, defend, and hold Customer and its officers, directors, employees, and agents harmless against any liabilities, damages, and costs (including reasonable attorneys' fees) payable to a third party arising out of a third-party claim alleging that Customer's authorized use of the Services infringes such third party's patent, copyright, trademark, or trade secret rights (a "Customer Claim").

10.2 Indemnification by Customer

Customer agrees to indemnify, defend, and hold Talent& and its officers, directors, employees, and agents harmless against any liabilities, damages, and costs (including reasonable attorneys' fees) payable to a third party arising out of:

(a) Customer's or Authorized Users' Input;

(b) Customer's or Authorized Users' use of the Services in violation of this Agreement or Talent& Policies;

(d) Customer's failure to comply with applicable laws, including employment and data protection laws;

(e) Any claim by an employee, contractor, or other individual arising from Customer's use of the Services or Output

(each, a "Talent& Claim").

10.3 Exclusions

Talent&'s indemnification obligations will not apply to the extent the Customer Claim arises from:

(a) Modifications made by Customer to the Services or Output;

(b) Combination of the Services or Output with technology or content not provided by Talent&;

(d) Use of the Services or Output in violation of this Agreement;

(e) Customer's continued use of allegedly infringing Services after Talent& provides a non-infringing alternative.

10.4 Procedure

The indemnified Party must:

(a) Promptly notify the indemnifying Party in writing of the claim;

(b) Give the indemnifying Party sole control of the defense and settlement; and

The indemnifying Party will not settle any claim in a manner that imposes obligations on the indemnified Party without the indemnified Party's prior written consent.

10.5 Mitigation

If Talent& reasonably believes that all or any portion of the Services is likely to become the subject of an infringement claim, Talent& may, at its option:

(a) Obtain the right for Customer to continue using the Services;

(b) Replace or modify the allegedly infringing portion to make it non-infringing; or

(c) If neither (a) nor (b) is commercially practicable, terminate this Agreement upon written notice and refund any prepaid Fees for unused Services.

10.6 Sole Remedy

This Section 10 states the indemnifying Party's sole liability, and the indemnified Party's sole remedy, for any third-party claims described herein.

11. Limitation of Liability

11.1 Limitation on Indirect Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR: (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) CUSTOMER'S BREACH OF SECTION 2.4 (RESTRICTIONS); (C) TALENT&'S BREACH OF SECTION 3.3 (NO TRAINING ON CUSTOMER CONTENT) OR SECTION 4 (DATA PRIVACY AND SECURITY); OR (D) EITHER PARTY'S BREACH OF SECTION 5 (CONFIDENTIALITY); NEITHER CUSTOMER NOR TALENT& OR EITHER PARTY'S AFFILIATES OR LICENSORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.2 Limitation on Amount of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR: (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; OR (C) CUSTOMER'S PAYMENT OBLIGATIONS; EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO TALENT& DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

11.3 Basis of Bargain

THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 11 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE; (C) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION; AND (D) EVEN IF THE INJURED PARTY'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

12. Dispute Resolution

12.1 Informal Resolution

The Parties agree to try to resolve any Dispute (as defined below) informally before initiating formal proceedings. The Party raising the Dispute must provide written notice to the other Party describing the Dispute. The Parties will have sixty (60) days from the date of the notice to attempt to resolve the Dispute through good-faith negotiations.

12.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (a "Dispute") that is not resolved through informal resolution will be resolved through final and binding arbitration. Either Party may commence binding arbitration through National Arbitration and Mediation ("NAM"), or, if NAM is not available, an alternative arbitral forum selected by the Parties.

12.3 Arbitration Procedure

The arbitration will be conducted by a sole arbitrator in Nashville, Tennessee (or via videoconference). All issues are for the arbitrator to decide, except that a court of competent jurisdiction has the authority to determine: (a) whether a provision of this arbitration section should be severed; (b) whether the Parties have complied with conditions precedent to arbitration; and (c) whether an arbitration provider is available.

12.4 Exceptions

Nothing in this Agreement requires arbitration of:

(a) Individual claims brought in small claims court; or

(b) Injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

12.5 No Class Actions

DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY AND MAY NOT BE BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED. If for any reason a Dispute proceeds in court rather than through arbitration, each Party knowingly and irrevocably waives any right to trial by jury.

12.6 Batch Arbitration

If twenty-five (25) or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within ninety (90) days of each other, then the Parties agree that NAM will administer them in batches of up to fifty (50) claimants. NAM will administer each batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing.

12.7 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to any choice of law principles. Subject to Section 12.2, all claims arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Davidson County, Tennessee.

12.8 Severability

If any part of this Section 12 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 12 will be unenforceable in its entirety.

13. General Terms

13.1 Entire Agreement

This Agreement is the entire agreement between Customer and Talent& with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. This Agreement incorporates by reference the Talent& Policies, the Data Processing Addendum, the Security Exhibit, and relevant Order Forms.

13.2 Conflicting Terms

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: (a) Order Form; (b) Data Processing Addendum; (c) this Agreement; (d) Service-Specific Terms; (e) Talent& Policies.

13.3 Amendments

Talent& may update this Agreement or Talent& Policies by providing Customer with reasonable notice, including by posting the update on Talent&'s website. If Talent& determines in its sole judgment that an update materially impacts Customer's rights or obligations, Talent& will provide Customer at least thirty (30) days notice before the update is effective. Customer's continued use of the Services after an update is effective constitutes acceptance of the update.

13.4 Assignment

Neither Party may assign its rights or obligations under this Agreement without the other Party's prior written consent, except that Talent& may assign this Agreement to an Affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

13.5 Notices

Notices must be sent via email or overnight courier and are deemed given when received. Notices to Customer may be sent to the Account email address. Notices to Talent& must be sent to hello@talentand.ai with a copy to:

Solo Eleven, Inc
Attn: Legal Department

13.6 Waiver

A waiver of any default is not a waiver of any subsequent default. Failure to enforce any provision of this Agreement will not constitute a waiver.

13.7 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

13.8 Independent Contractors

The Parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.

13.9 Force Majeure

Neither Party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, or Internet or telecommunications failures.

13.10 No Third-Party Beneficiaries

There are no intended third-party beneficiaries to this Agreement.

13.11 Export Compliance

Customer is solely responsible for ensuring that its use of the Services complies with applicable export control and sanctions laws. Customer may not use the Services in or for the benefit of any U.S. embargoed country or any person on a restricted party list.

13.12 Publicity

Neither Party may use the other Party's name, logo, or trademarks in any public statement or marketing materials without the other Party's prior written consent. Notwithstanding the foregoing, Talent& may include Customer's name in a list of customers.

13.13 Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original. Electronic signatures will be deemed valid and binding.

14. Definitions

"Account" means Customer's administrative account for accessing the Services.

"Affiliate" means, with respect to either Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.

"Authorized User" means Customer's employees, contractors, and agents who are authorized to access the Services under Customer's Account.

"Beta Services" means Services identified as alpha, beta, preview, early access, or evaluation.

"Confidential Information" has the meaning set forth in Section 5.1.

"Customer Claim" has the meaning set forth in Section 10.1.

"Customer Content" has the meaning set forth in Section 3.1.

"Data Processing Addendum" or "DPA" means Talent&'s data processing addendum.

"Dispute" has the meaning set forth in Section 12.2.

"Documentation" means Talent&'s user guides, online help, and other documentation for the Services.

"Effective Date" means the date this Agreement is entered into, either by acceptance online, by signing an Order Form, or by first use of the Services.

"Employee Data" has the meaning set forth in Section 3.1.

"Feedback" has the meaning set forth in Section 7.4.

"Fees" means all fees charged to Customer's Account in accordance with an Order Form.

"Input" has the meaning set forth in Section 3.1.

"IP Rights" means all intellectual property rights, including patents, copyrights, trademarks, trade secrets, and moral rights.

"Order Form" means an ordering document signed by both Parties or an online order page completed by Customer.

"Output" has the meaning set forth in Section 3.1.

"Personal Data" has the meaning set forth in the DPA.

"Renewal Term" has the meaning set forth in Section 1.2.

"Security Exhibit" means Talent&'s security measures document.

"Services" means Talent&'s enterprise workforce intelligence platform and related tools, software, documentation, and websites.

"Services Term" means the initial term and all Renewal Terms.

"Service-Specific Terms" means additional terms applicable to specific Services.

"Term" has the meaning set forth in Section 8.1.

"Talent& Claim" has the meaning set forth in Section 10.2.

"Talent& Policies" means the Service-Specific Terms, Usage Policies, and other policies referenced in this Agreement.

"Third-Party Services" has the meaning set forth in Section 2.5.

"Usage Policies" means Talent&'s acceptable use policies.

Contact Information

Solo Eleven, Inc

Email: hello@talentand.ai
Support: hello@talentand.ai

Last Updated: February 25, 2026