This Broker Agreement (“Agreement”) is entered into by and between (“Broker” or “You”) and TALENT INSIGHTS, a division of Qualbe Marketing Group, LLC (“Company”). This Agreement defines the terms and conditions under which the Broker will promote and sell products and services offered by TALENT INSIGHTS.

By clicking “Accept,” the Broker agrees to abide by its terms and commit to acting within the defined framework. The Agreement confirms the Broker’s status as an independent contractor, not as an employee or agent of TALENT INSIGHTS.

Appointment and Rights. TALENT INSIGHTS grants the Broker a non-exclusive, non-transferable right to promote and resell Products to Clients.

Broker Obligations and Responsibilities

• Sales and Promotion: Broker agrees to use best efforts to sell and positively promote the Products in accordance with TALENT Insight’s guidelines.
• Client Interaction: After the initial sale to a new client, the Broker directs inquiries related to product support, billing, onboarding, and/or additional administrative services back to Talent Insights at support@talentinsights.com or https://www.talentinsights.com/contact-us.
• Compliance: The Broker must comply with all applicable legal and regulatory requirements, including data protection, export controls, and electronic communication laws. Additionally, adherence to Talent Insights’ Program Policies is required. Engaging in unethical, illegal, or dishonest marketing practices is strictly prohibited.
• Conflict of Interest: The Broker must disclose any potential conflicts of interest. Both parties will collaborate to resolve conflicts in a manner that protects the interests of Talent Insights.

Commissions and Payment

To receive payments under this Agreement, the Broker must have agreed to the terms of this Agreement and completed all information in the Talent Insight’s account registration form listed below:

1. Contact Information: Broker’s name, company name (if there is one) email address, and phone number.
2. PayPal account email address.

Commission Payment

Commissions are paid by TALENT INSIGHTS through PayPal within 45 days following the receipt of payment from a client. Brokers earn commissions on the initial subscription sale and any subsequent subscription renewals, provided the client’s sale is not canceled within the first 30 days. The amount of commission is calculated based on the transaction price, with the commission rate determined by the Broker’s Tier level.

Tier levels are reassessed annually based on the revenue generated and retained over the previous 12 months, allowing for potential increases or decreases in commission rates. Tiers are as follows:

• Tier 1: 25% commission for revenues up to $7,500
• Tier 2: 30% commission for revenues of $7,501-$15,000
• Tier 3: 35% commission for revenues of $15,001-$30,000
• Tier 4: 40% commission for revenues of $30,001 and above

In addition to direct sales commissions, Brokers also earn a 5% override commission on sales made by their direct recruits (First Generation Brokers) and the recruits of their direct recruits (Second Generation Brokers).

Exclusion from Commission: Commissions do not include revenue generated from consulting services provided by TALENT INSIGHTS.

Taxes: The Broker is responsible for payment of all taxes applicable to commission earned by Broker.

Intellectual Property and Marketing Resources

Intellectual Property Rights: TALENT INSIGHTS retains exclusive ownership of its intellectual property, encompassing patents, trademarks, service marks, trade secrets, copyrights, and domain names. The Broker is granted a non-exclusive, non-transferable license to use these assets, strictly in line with this Agreement’s stipulations.

Use of Marketing Materials: The Broker may use TALENT INSIGHTS’ trademarks and marketing materials that are provided by TALENT INSIGHTS and used solely for promoting and selling TALENT INSIGHTS products. Unauthorized use, modifications, or applications not authorized by this Agreement may lead to immediate termination and potential legal action.

Audit Rights: TALENT INSIGHTS reserves the right to conduct periodic audits to ensure compliance with this Agreement. Brokers must cooperate by providing access to necessary data and documents within 72 hours. Identified non-compliance may lead to corrective actions, including termination.

Prohibited Actions with Intellectual Property

• Unauthorized Use: Brokers are prohibited from conducting unauthorized studies, modifying, or creating derivative works from TALENT INSIGHTS’ products without explicit written permission. Combining TALENT INSIGHTS’ Intellectual Property with any other systems or services without prior approval is strictly forbidden.

Reporting and Enforcement of Intellectual Property Rights

• Brokers must immediately report any unauthorized use or infringement of TALENT INSIGHTS’ Intellectual Property to support@talentinsights.com. TALENT INSIGHTS retains the right to undertake enforcement actions against infringements, requiring full cooperation from the Broker.

Portal Account Access and Terms of Use

Access for Demonstrations: TALENT INSIGHTS provides the Broker with access to a portal account for conducting product demonstrations to potential clients. The Broker agrees to use this account solely for demonstration purposes.

Subscription Requirement for Consultant Brokers: Brokers using the Talent Insights platform for consulting services provided to their clients must purchase a subscription to gain access to the Portal.

Compliance with Terms of Use: The Broker is required to strictly adhere to the Terms of Use as outlined in Talent Insights’ Customer Terms of Service (available at Talent Insights Terms of Service). These terms govern all portal-related activities, including necessary protocols for data security and user conduct.

Modification and Discontinuation Rights: Talent Insights reserves the right to suspend, modify, or discontinue any part or all of the portal at any time, without prior notice to the Broker. This action can be taken at Talent Insights’ sole discretion to ensure the portal’s integrity, comply with legal requirements, or adjust to changing business.

Data Protection, Privacy and Confidentiality

Confidentiality Obligations: The Broker must keep all proprietary data from Talent Insights, including customer and prospect data, business strategies, and operational methods, strictly confidential. Disclosure is permitted only when legally required or with Talent Insights’ explicit written consent.

Data Security and Privacy Compliance: The Broker must adhere to all applicable data protection and privacy laws. This includes implementing robust security measures to protect all personal and sensitive data against unauthorized access, use, or disclosure. The Broker must ensure that any data collected or handled in their duties under this Agreement is processed lawfully, securely, and in a way that respects the privacy rights of Clients and Participants.

Use and Disclosure Restrictions: Confidential Information and any personal data obtained must be used solely for fulfilling the Broker’s obligations under this Agreement and should not be used for any unauthorized purposes. The Broker is responsible for ensuring that any disclosure of data, whether within or outside the terms of this Agreement, complies with this section and relevant legal standards.

Notification of Data Breach: In the event of a data breach involving Confidential Information or personal data, the Broker must promptly notify TALENT INSIGHTS and cooperate in mitigating any potential harm, including but not limited to following any directions issued by TALENT INSIGHTS regarding such breaches.

Term and Termination

Term. This Agreement will apply for as long as the Broker participates in the Broker Program, until terminated.

Termination With or Without Cause

Both the Broker and TALENT INSIGHTS may terminate this Agreement on fifteen (15) days’ written notice via email to the other party.

Termination Without Cause

Commissions for Protected Clients: TALENT INSIGHTS will continue to pay the Broker commissions for any renewals of accounts that the Broker originally sold under this agreement.

Termination With Cause

Grounds for Termination: TALENT INSIGHTS reserves the right to terminate this Agreement with the Broker under the following conditions:

1. Material Breach: Any material breach of this Agreement by the Broker that remains unresolved (as determined by TALENT INSIGHTS) after 72 hours of receiving written notice from TALENT INSIGHTS.
2. Negative Impact: TALENT INSIGHTS reasonably believes that the Broker’s actions are negatively impacting TALENT INSIGHTS’ business or reputation.
3. Criminal Activity: If the Broker engages in criminal activity that affects TALENT INSIGHTS directly or indirectly.
4. Bankruptcy or Insolvency: The Broker becomes bankrupt or is declared insolvent.

Consequences of Termination with Cause

• Upon termination with cause, the Broker will forfeit any future commissions and must immediately cease using any of TALENT INSIGHTS’ trademarks and references.
• The Broker is prohibited from soliciting current TALENT INSIGHTS’ clients for two years following the date of termination.

Termination Assistance

Upon termination of this Agreement, the Broker shall cooperate with TALENT INSIGHTS to ensure a smooth transition of client relationships and shall discontinue use and promptly return all TALENT INSIGHTS materials and confidential information in their possession.

Indemnification and Legal Liabilities

Mutual Indemnification: Each party (the “Indemnifying Party”) shall indemnify and hold the other party (the “Indemnified Party”) harmless against any claims, damages, liabilities, costs, including reasonable attorneys’ fees, arising from third-party claims to the extent such claims, damages, liabilities, or costs are caused by the Indemnifying Party’s breach of this Agreement, negligence, or willful misconduct.

Notification and Cooperation:

• Notification: TALENT INSIGHTS will notify the Broker within 30 days upon learning of any claims requiring indemnification.
• Defense: The Broker is responsible for defending such claims, with TALENT INSIGHTS providing necessary cooperation.
• Settlements: The Broker must not agree to any settlement that impacts TALENT INSIGHTS’ rights or interests without explicit written consent from TALENT INSIGHTS.

Disclaimer of Warranties:

• TALENT INSIGHTS and its affiliates make no warranties regarding the suitability, reliability, timeliness, security, or accuracy of the TALENT INSIGHTS products and services. All offerings, including the Broker Program and APIs, are provided on an “as is” basis without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Limitations of Liability:

• Exclusion of Indirect Damages: Neither party shall be liable for any indirect, punitive, incidental, special, or consequential damages, including but not limited to lost profits or business opportunities.
• Cap on Liability: The maximum liability of TALENT INSIGHTS to the Broker or any third party shall not exceed the total commission amounts earned by the Broker under this Agreement in the twelve months prior to the event giving rise to the claim.

General Provisions

Entire Agreement: This Agreement is TALENT INSIGHTS’ only Agreement for the Broker Program, and it replaces any other Agreements between TALENT INSIGHTS and the Broker, whether written, spoken, or electronic.

Amendments and Modifications: TALENT INSIGHTS may modify this Agreement at any time. Any changes will be effective immediately upon posting the revised Agreement online and notifying the Broker via email. If the Broker disagrees with the revised terms, they have the option to terminate the Agreement.

Assignment: The Broker may not assign this Agreement without TALENT INSIGHTS’ written permission. TALENT INSIGHTS may assign this Agreement to an affiliate or in the case of a merger, sale of assets, change of control, or operation of law.

No Third-Party Beneficiaries: Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Force Majeure: Neither party will be liable for delays caused by events beyond reasonable control, such as natural disasters, war, or government restrictions. Affected parties shall make reasonable efforts to mitigate the impact of such events.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Notices

All notices, requests, consents, and other communications required or permitted under this Agreement must be in writing and will be considered duly given when:

Email: Notices sent via email must be to the addresses specified below, with confirmation of receipt from the recipient.

• For TALENT INSIGHTS: support@talentinsights.com
• For the Broker: Broker’s email address listed on their account

Postal Mail: Notices sent by certified or registered mail, return receipt requested, must be to the address listed below. Notice is effective upon the date indicated on the signed receipt.

• For TALENT INSIGHTS: 1227 W. Magnolia Ave., Suite LL 100, Fort Worth, TX 76104.

Jurisdiction and Venue

This Agreement is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Tarrant County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts.

Definitions

Agreement: means this Broker Program Agreement and all materials referred to or linked to in here.

Brand Guidelines: Brand Guidelines are the official standards set by Talent Insights that dictate the appropriate use of its brand assets, including logos, trademarks, and visual and verbal communication styles, to ensure consistency and integrity across all promotional materials and communications.

Broker: Refers to an independent contractor authorized to promote and resell Company’s products and services.

Clients: Individuals and/or entities that purchase Talent Insights products and services either directly from Talent Insights or via a Broker.

Commission: A percentage of the Net Revenue from transactions paid by Clients to Talent Insights, attributed to the Broker’s efforts.

Confidential Information: Non-public information, trade secrets, company strategies, client data, and other sensitive information as defined under this Agreement.

Consultant Broker: A Consultant Broker is an authorized broker who purchases a subscription to use the Talent Insights platform for providing recruiting or coaching services to their clients.

Criminal Activity: For the purposes of this Agreement, “Criminal Activity” shall refer to any act or behavior undertaken by the Broker that is deemed illegal under federal, state, or local laws, and includes, but is not limited to, offenses involving fraud, theft, embezzlement, or any other statutory crimes that impair the Broker’s ability to fulfill their obligations under this Agreement or damage the reputation or operations of TALENT INSIGHTS.

Customer Terms of Service: Refers to the terms of service located at https://www.talentinsights.com/terms-of-service/.

End User: The authorized user of Talent Insights’ products, or the entity on whose behalf the Broker acts.

End User Data: Data submitted or collected through Talent Insights products by or for the End User.

First Generation Broker: Refers to an individual recruited directly by a Primary Broker to sell products and services.

Second Generation Broker: Recruited by a First-Generation Broker, extending the sales network to another level beyond the Parent Broker.

List Price: Standard pricing for services as listed online, subject to change by Talent Insights. listed at https://www.talentinsights.com/pricing/.

MAP Assessment: An evaluation tool by Talent Insights to assess and report on individual workplace attributes.

Lead Broker: Recruits new brokers into the network.

MAP Reports: Reports generated from MAP Assessments.

Participant: A Participant is an individual who engages with the MAP assessment either as a candidate during recruitment processes or as an employee for coaching and development.

Portal: Refers to the web-based Talent Insights platform, MAP reports and other hiring and management tools and services provided by Talent Insights.

Product: Refers to the web-based Talent Insights platform, MAP reports and other hiring and management tools and services provided by Talent Insights.

Subscription Service: Talent Insights’ web-based platform, available via subscription, where additional products and tools are accessible.

Tools: Technical resources used under this Agreement, including proprietary and licensed software and methodologies.

Tier: Classification determining the commission rate for the Broker, based on sales revenue over the past year.