This is a contract between the Referral Partner (“You”) and TALENT INSIGHTS, a division of Qualbe Marketing Group, LLC. This Agreement outlines the rules and conditions for referring potential clients, customers, or business leads ("Referrals") to TALENT INSIGHTS and how the Referral Partner can earn Commissions when Clients make purchases.

Independent Contractor Status

Referral Partners are independent contractors and nothing in the Agreement shall be deemed or construed as creating a joint venture, employment, partnership, agency relationship, business opportunity, or franchise between TALENT INSIGHTS or Qualbe Marketing Group, LLC, and any Referral Partner. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party. Each Party assumes responsibility for the actions of its personnel under this Agreement and will be solely responsible for their supervision, daily direction, and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under the Agreement will be accomplished. Except as provided otherwise in this Agreement, Referral Partner has the sole discretion to determine the Referral Partner’s: methods of operation, accounting practices, the types and amounts of insurance carried, personnel practices, advertising and promotion, customers, service areas and methods.

Referral Partner Obligations.

TALENT INSIGHTS Products and the Referral Partner’s Clients

In order to become a Referral Partner and sell TALENT INSIGHTS’ Products, the Referral Partner must at all times agree and comply with the Terms of this Agreement.

Every Client who purchases Products enters into a valid and binding legal Agreement (“Client Software Agreement”) between TALENT INSIGHTS and the Client, which includes TALENT INSIGHTS Product(s) terms and conditions. TALENT INSIGHTS will bill the Clients for any Software; the Referral Partner will bill the Client for any consulting services the Referral Partner provides to the Client. TALENT INSIGHTS may approve or reject any prospective Client.

Order Process

All sales of TALENT INSIGHTS Products and services to Clients will comply with the Order Process. The Referral Partner will not charge or receive any other payment from any Client for the sale of Products that are not reflected via the Order Process.

Commissions and Payment.

Requirements for Payment To receive payment under this Agreement, the Referral Partner must have: (i) agreed to the terms of this Agreement; (ii) completed all information in Talent Insight’s account information requirements listed below:

1. Contact Information: Referral Partner's name, email address, and phone number.
2. Company Information: Referral Partner's company name and website.
3. PayPal Account: TALENT INSIGHTS pays commissions to the Referral Partner’s PayPal Account
4. Referral Partner Agreement: Click “accept” Referral Partner Agreement when you apply for the Referral Partner Program.

Commission Payment. TALENT INSIGHTS will pay the Commission amount due to You within 45 days of receiving payment from the Client. TALENT INSIGHTS will process Payments via PayPal. Client orders canceled within the first 30 days are not eligible for Commission. The amount due to you will be calculated based on the Net Revenue from the Partner Transaction, multiplied by the commission percentage. The Commission is paid every time the subscription is renewed. Your corresponding Tier Level, which determines the commission percentage, will vary based on the total Referral Revenue generated and retained in the previous 12 months. Tiers are determined on a trailing 12-month calculation, and your Tier Level may increase or decrease accordingly.

The specific tiers are as follows:

Taxes. The Referral Partner is responsible for payment of all taxes applicable to the Commission.

Portal. As indicated in the Customer Terms of Service, the Referral Partner will comply with TALENT INSIGHTS’ Terms of Use with respect to the usage of the Portal. 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 Referral Partner.

Trademarks. The Referral Partner grants TALENT INSIGHTS a nonexclusive, nontransferable, royalty-free right to use and display trademarks, service marks and logos (“Referral Partner Marks”) in connection with the Referral Partner Program and this Agreement. During the term of this Agreement, the Referral Partner may use TALENT INSIGHTS’ trademark as long as the usage requirements in this section are followed. The Referral Partner must: (i) only use the images of TALENT INSIGHTS Trademark that TALENT INSIGHTS makes available to the Referral Partner, without altering them in any way; (ii) only use TALENT INSIGHTS’ Trademarks in connection with the Referral Partner Program and this Agreement; and (iii) immediately comply if TALENT INSIGHTS requests the Referral Partner to discontinue use. The Referral Partner must not: (i) use TALENT INSIGHTS’ Trademark in a misleading or disparaging way; (ii) use TALENT INSIGHTS’ Trademark in a way that implies TALENT INSIGHTS endorses, sponsors, or approves the Referral Partner services or Products; or (iii) use TALENT INSIGHTS’ Trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

TALENT INSIGHTS’ Proprietary Rights. TALENT INSIGHTS owns TALENT INSIGHTS’ Products, and they are protected by intellectual property laws. TALENT INSIGHTS owns all Proprietary Rights in the Products, including, but not limited to, patents, Trademarks, service marks, trade secrets, copyrights, domain names, current tools, tools to be developed in the future and other intellectual property rights contained and embedded or arising under the Property (collectively, “Intellectual Property”). The Referral Partner will respect TALENT INSIGHTS’ Intellectual Property and may only use TALENT INSIGHTS’ Trademarks according to TALENT INSIGHTS’ Brand Guidelines. The Referral Partner cannot copy, rent, lease, sell, distribute, or make new Products or services based on the TALENT INSIGHTS content or Products, unless TALENT INSIGHTS gives written permission.

 

The Referral Partner is expressly prohibited from engaging in any of the following activities: (i) conducting statistical and validation studies of the Products; or (ii) copying, reproducing, translating, displaying, transmitting, editing, modifying, altering, or creating derivatives based upon or containing any portion of the Products or Intellectual Property; or (iii) combining or incorporating any portion of the Products or Intellectual Property with any other system, program, Product, or service, including software of any type, of, in and/or to, the Product or computer program(s) unless TALENT INSIGHTS gives the Referral Partner prior written approval to do so in each case. Without limiting the foregoing, TALENT INSIGHTS shall own all derivative works based upon creating, using and/or incorporating any portion of the Product. If the Referral Partner creates any derivative works based on or incorporating any portion of the Products or Intellectual Property, or if TALENT INSIGHTS otherwise approves the creation of derivative works by the Referral Partner, in whole or in part, the Referral Partner agrees to assign and hereby does assign all rights, title and interest in and to all such derivative works (including all Intellectual Property therein or related thereto) to TALENT INSIGHTS, and TALENT INSIGHTS will be the exclusive owner of all such rights, title and interest. If the Referral Partner becomes aware of any third party’s infringement or unauthorized use of TALENT INSIGHTS’ Intellectual Property, the Referral Partner shall promptly report such infringement and/or unauthorized use. TALENT INSIGHTS shall have the sole and exclusive right to act against such third party, and, to the extent that TALENT INSIGHTS takes any such action, Referral Partner agrees to fully cooperate with TALENT INSIGHTS and comply with TALENT INSIGHTS’s request to produce documents or other evidence to support TALENT INSIGHTS’s action, and/or join such action, all at TALENT INSIGHTS’s cost and expense. Any recoveries received by TALENT INSIGHTS as a result of such action shall be for the sole account of TALENT INSIGHTS.

The nature and quality of selling the Products, and all advertising, marketing, and promotion conducted by the Referral Partner or under your control or direction must be (i) of a level consistent with the nature and quality of goods, services and technology solutions offered in connection with the Products; and (ii) conform to standards set by, or approved by, and be under the control of, TALENT INSIGHTS, including (i)any Product specification documents and other guidelines; (ii) sales and/or marketing guidelines and (iii) brand guidelines provided by TALENT INSIGHTS.

 

The Referral Partner will not alter or modify the presentation of the Trademarks, or combine the Trademarks with any other trademark, service mark or logo, without our prior written approval. The Referral Partner will not take any action with any of the Trademarks that would adversely affect the Trademarks, the goodwill associated with the Trademarks, and/or TALENT INSIGHTS’s reputation, including, without limitation, challenging TALENT INSIGHTS’s ownership or right to use the Trademarks.

Certain Client Rights

As between the Referral Partner and Clients, Clients retain the right to access and use the Products pursuant to the Client Software Agreement. Clients will own and retain all rights to the Client’s data. Clients must affirmatively give the Referral Partner access and consent for the Referral Partner to access Client data.

Confidentiality

"Confidential Information" refers to any private information shared by one Party to the other, whether spoken or written, and including customer and prospect information from TALENT INSIGHTS, even if not labeled confidential. However, it does not include information that is already known to the public or was known by the Receiving Party before it was shared. The Receiving Party must: (i) keep the Confidential Information confidential and use the same level of care as it does with its own private information, (ii) not use the Confidential Information for anything other than this Agreement, (iii) not share the Confidential Information with anyone else, and (iv) only give access to employees, contractors, and agents who need it. The Receiving Party can share the Confidential Information if it is legally required to, such as by law or legal process.

Term and Termination

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

Termination Without Cause. Both the Referral Partner and TALENT INSIGHTS may terminate this Agreement on fifteen (15) days’ written notice to the other Party.

Termination for Cause. TALENT INSIGHTS can terminate this Agreement or suspend the Referral Partner or the End User's access to TALENT INSIGHTS Products (i) for any material breach of this Agreement that is not cured within 30 days after written notice; (ii) non-payment; (iii) if the Referral Partner is involved in bankruptcy or insolvency; (iv) if TALENT INSIGHTS believes the Referral Partner is acting in a way that affects TALENT INSIGHTS negatively. If this Agreement ends without cause, TALENT INSIGHTS will continue to pay the Referral Partner Commissions so long as TALENT INSIGHTS receives renewal payments from the Clients. If the Agreement is terminated for cause, the Referral Partner will not receive future Commissions. The Referral Partner must stop using TALENT INSIGHTS’ trademark and Referral Partner Program references immediately. The Referral Partner cannot interfere with TALENT INSIGHTS' relationships with Clients for two years after the termination.

Indemnification

The Referral Partner is responsible for any third-party claims or legal actions that arise from: (i) Your participation in the Referral Partner Program; (ii) the prospect data provided to TALENT INSIGHTS; (iii) using the TALENT INSIGHTS Portal; (iv) or TALENT INSIGHTS using the Referral Partner Marks. TALENT INSIGHTS will inform the Referral Partner within 30 days if any claims. The Referral Partner is responsible for the defense and/or settlement of any claim, and TALENT INSIGHTS will cooperate with the Referral Partner. The Referral Partner may not accept any settlement that obligates TALENT INSIGHTS to any liabilities or admits wrongdoing without Talent Insight’s written permission.

Disclaimers; Limitations of Liability

Disclaimer of Warranties. TALENT INSIGHTS AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE TALENT INSIGHTS PRODUCTS, TALENT INSIGHTS CONTENT, THE REFERRAL PARTNER PROGRAM, APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE TALENT INSIGHTS PRODUCTS, OPTIONAL REFERRAL PARTNER PROGRAMS, AND PORTAL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TALENT INSIGHTS DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE TALENT INSIGHTS PRODUCTS, THE OPTIONAL REFERRAL PARTNER PROGRAMS AND THE PORTAL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, TALENT INSIGHTS IS DETERMINED TO HAVE ANY LIABILITY TO THE REFERRAL PARTNER OR ANY THIRD PARTY, THE PARTIES AGREE THAT TALENT INSIGHT’S AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS THE REFERRAL PARNTER HAS ACTUALLY EARNED FOR THE RELATED REFERRAL PARTNER TRANSACTION IN THE TALENT INSIGHTS TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

General

Amendment; No Waiver. TALENT INSIGHTS may update and change any part or all of this Agreement, including by replacing it in its entirety. If TALENT INSIGHTS update or change this Agreement, the updated Agreement will be posted at http://TALENT INSIGHTS.com/referral-partner-program-Agreement and TALENT INSIGHTS inform the Referral Partner by email. The updated Agreement will become effective and binding on the next business day after it is posted. When TALENT INSIGHTS changes this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. If the Referral Partner does not agree to the update, change or replacement, the Referral Partner may choose to terminate as described above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law. This Agreement follows the laws of the State of Texas and Tarrant County, Texas.

Force Majeure. Neither Party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; or other event outside the reasonable control of the obligated Party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted. Except for actions for nonpayment or breach of a Party’s Proprietary Rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued.

Relationship of the Parties. Both the Referral Partner and TALENT INSIGHTS agree that no joint venture, partnership, employment, or agency relationship exists between the Referral Partner and TALENT INSIGHTS as a result of this Agreement.

Compliance with Applicable Laws. The Referral Partner must follow all the laws, regulations, and orders that apply to the Referral Partner, including export and unsolicited email laws. The Referral Partner cannot do any dishonest, illegal, or unethical marketing or take other action that could harm TALENT INSIGHTS, TALENT INSIGHTS customers, or the public. TALENT INSIGHTS Products may be affected by export laws, so the Referral Partner must follow them. The Referral Partner must also comply with the sanction’s programs run by the US Department of the Treasury. The Referral Partner may not export or allow use of Talent Insights Products in prohibited countries, directly or indirectly.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices. TALENT INSIGHTS will send notices to the contact address in this Agreement, and it is considered received when the other Party receives it. To contact TALENT INSIGHTS, use this address: 1227 W. Magnolia Ave., Suite LL 100, Fort Worth, TX 76104.

TALENT INSIGHTS will also email the Referral Partner using the address in the Referral Partner’s account information. TALENT INSIGHTS may call the Referral Partner at the phone number in the account information.

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

Assignment. The Referral Partner 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.

Program Policies. TALENT INSIGHTS may change the Program Policies from time to time. The Referral Partner’s participation in the Referral Partner Program is subject to the Program Policies, which are incorporated herein by reference.

No Licenses. TALENT INSIGHTS grants the Referral Partner only the rights and licenses expressly stated in this Agreement and receives no other rights or licenses with respect to TALENT INSIGHTS, the TALENT INSIGHTS Products, TALENT INSIGHTS trademarks, or any other property or right of ours.

Sales by TALENT INSIGHTS. This Referral Partner Agreement shall in no way limit TALENT INSIGHT’S right to sell the TALENT INSIGHTS Products, directly or indirectly, to any current or prospective customers.

Authority. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its terms.

Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment,’ ‘Proprietary Rights,’ ‘Confidentiality,’ ‘Effects of Termination/Expiration,’ ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

Definitions

"Agreement" means this Referral Partner Program Agreement and all materials referred to or linked to in here.

“Clients” shall mean any individual, corporation, partnership, association, limited liability company, governmental entity, or other entity that enters into a Service Agreement with Talent Insights to use any of the Talent Insights Products, services, or offerings, following a referral from the Referral Partner.

“Client Software Agreement” shall refer to the legally binding contract entered into between Talent Insights and a Client, which outlines the terms and conditions governing the access to and use of Talent Insights' software, Products, and/or services. This agreement may include, but is not limited to, stipulations regarding software licensing, data usage, limitations of liability, and terms of service.

“Commission” means an amount equal to a percentage of Net Revenue paid to Talent Insights by a Client

“Confidential Information” shall mean all non-public information, written or oral, that is either designated as confidential or would reasonably be considered confidential given the nature of the information or the circumstances surrounding its disclosure. This includes, but is not limited to, trade secrets, financial data, proprietary information, customer lists, business strategies, research and development activities, technical data, and any information concerning Talent Insights, its affiliates, or their respective Clients. Confidential Information shall not include information that is publicly available, already in the receiving Party's possession prior to the time of disclosure, independently developed by the receiving Party, or lawfully received from a third Party not bound by a similar duty of confidentiality.

“Confidentiality” refers to the obligation of each Party involved in this Agreement to protect and refrain from disclosing, disseminating, or making unauthorized use of Confidential Information. Parties under this Agreement are expected to implement appropriate safeguards to prevent unauthorized access, disclosure, or use of Confidential Information. Violations of confidentiality could result in penalties as stipulated in the terms of this Agreement or as governed by applicable law.

“Customer Terms of Service” means those terms and conditions located at https://www.talentinsights.com/terms-of-service/ add links as modified from time to time.

“Disclaimers” refer to any written or verbal statements made by Talent Insights, its agents, or representatives that limit the scope of obligations or liabilities in relation to Talent Insights' Pproducts, services, or offerings. These disclaimers may specify the boundaries of warranties, responsibilities, or other contractual commitments and are usually provided to clarify what Talent Insights is not obligated to do. Disclaimers are generally included in the Client Software Agreement or other relevant contractual documents to protect Talent Insights from legal actions that fall outside the agreed-upon terms of service.

“Effects of Termination/Expiration" shall refer to the various consequences that result from either Pparty's decision to terminate this Agreement or the natural expiration of this Agreement as set forth in the term and termination clauses. These effects may include, but are not limited to:

1. The cessation of all activities governed by this Agreement.
2. The return or destruction of Confidential Information as stipulated under the confidentiality clause.
3. The settling of all outstanding payments or other obligations.
4. Disengagement procedures for transitioning services, if applicable.
5. The survival of any clauses meant to survive termination, as outlined in this Agreement.

“End User” means the authorized actual user of the TALENT INSIGHTS Products or the Pparty on whose behalf the Referral Partner use the TALENT INSIGHTS Products.

"End User Data" means all information that End User, or the Referral Partner acting on the End User’s behalf, submits or collects via the TALENT INSIGHTS Products and all materials that End User, or the Referral Partner acting on End User’s behalf, provides or posts, uploads, inputs or submits for public display through the TALENT INSIGHTS Products.

“General” refers to clauses or provisions in this Agreement that are not tied to specific obligations or terms but apply to the overall conduct, interpretation, and enforcement of the Agreement. These may include, but are not limited to, jurisdictional considerations, dispute resolution mechanisms, force majeure clauses, and other provisions that set the general legal and procedural framework for the Agreement.

“Indemnification” refers to the obligation of one Party (the "Indemnifying Party") to compensate, defend, and hold harmless the other Party (the "Indemnified Party") from and against specified claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees. The specifics of indemnification—including the conditions under which it is triggered, the types of claims covered, and any limitations or exceptions—are detailed in the relevant clauses of this Agreement.

“Intellectual Property” shall refer to creations of the mind for which exclusive legal rights have been recognized. This includes, but is not limited to, patents, copyrights, trademarks, trade secrets, and other Proprietary Rights in software, technology, designs, inventions, and any other intangible assets that are owned or licensed by either Party. Unless expressly stated otherwise in this Agreement, each Party retains all ownership and rights to their respective Intellectual Property and grants no licenses or rights to the other Party, either implicitly or explicitly.

“Limitation of Liability” refers to the contractual provisions that set forth the maximum extent of each Party's financial responsibility and exposure arising from or related to this Agreement. These provisions may include clauses that limit the types of damages that can be claimed (e.g., direct, indirect, consequential, etc.), set a financial cap on liability, or specify conditions or situations in which one Party is not liable to the other. Limitation of Liability clauses are intended to manage risks and set clear expectations for both parties in the event of contract breaches, failures, or other adverse events.

“List Price” means the standard pricing for the Subscription Service and MAPs purchases as listed at https://www.talentinsights.com/pricing/. TALENT INSIGHTS reserve the right to change such pricing at any time.

“MAP Assessment” refers to the specific evaluation tool provided by Talent Insights to assess an individual's or organization's dynamics, strengths, growth areas, and other key performance metrics. This assessment is generally conducted online and may include various types of questions, scenarios, or tasks designed to measure a range of skills, behaviors, and capabilities. The results of the MAP Assessment are compiled into a MAP Reports, which is made available to the Client under the terms specified in the Client Software Agreement.

“MAP Reports” shall mean the final output generated upon the completion of a MAP Assessment, which typically includes an analysis and summary of the assessment data. These reports are designed to provide the Client with insights into their dynamics, strengths, growth areas, and other key performance indicators. MAP Reports are delivered in a digital format and are made accessible to the Client through a secure online portal, or as otherwise specified in the Client Software Agreement.

“Job Profile” refers to a data-driven analysis compiled by Talent Insights by aggregating the MAP results from 3-5 top-performing employees occupying a specific role within an organization. The primary objective of a Job Profile is to identify consistent MAP traits amongst these top performers, providing benchmark indicators for the traits that align with or influence success within that role.

“Interview Guide” refers to the structured tool provided by Talent Insights for the purpose of conducting job interviews. Created within the Talent Insights platform, an Interview Guide offers a systematic approach to interviewing candidates for specific roles within the organization.

“Interaction Guide” refers to a set of guidelines, recommendations, or scripts provided by Talent Insights to facilitate effective interpersonal communication and collaboration within a team, between managers and employees, or among various stakeholders. The Interaction Guide aims to leverage the insights gained from MAP assessments and other Talent Insights tools to offer tailored advice on maximizing team synergy, resolving conflicts, enhancing communication, and improving overall work relationships.

“Interaction Guide” refers to a specific feature provided within the Talent Insights platform designed to facilitate the comparison of various aspects of individual profiles, typically for the purpose of team management or role allocation. The tool enables the user to select individual profiles for side-by-side analysis across multiple dimensions.

“Net Revenue” shall: (i) be calculated net of any discounts, and subsequent refunds not due to a contract breach by TALENT INSIGHTS, and (ii) subscription cancellations.

Non-Solicitation” refers to a covenant or clause in this Agreement that restricts one Party from directly or indirectly recruiting, employing, contracting, or engaging current or former employees, consultants, or clients of the other Party for a period of two years after the termination of this Agreement. The purpose of the Non-Solicitation clause is to protect the interests of both Parties by preserving the integrity of their respective workforces and client relationships during and after the term of this Agreement.

“Optional Referral Partner Programs” refers to any supplementary programs or initiatives offered by Talent Insights, in addition to the primary Referral Partner Agreement. These optional programs may include, but are not limited to, additional commission structures, specialized training, promotional materials, or other incentives designed to enhance the relationship between Talent Insights and the Referral Partner. Participation in these optional programs is typically voluntary and subject to separate terms and conditions, which may be amended or discontinued at Talent Insights' sole discretion.

“Order Process” refers to the steps and procedures that the Client must follow to purchase Products or services as outlined in this Agreement. This typically includes the selection of specific Products or services, submission of a formal order through the designated ordering mechanisms, and the payment of any applicable fees. The Order Process is subject to terms including but not limited to, pricing, delivery timelines, and payment conditions as specified in this Agreement or any associated schedules or exhibits.

“Parties” refers to the individuals, entities, or organizations that have executed this Agreement and are legally bound by its terms and conditions. In the context of this Agreement, the term "Parties" will mean Talent Insights and the Referral Partner, unless otherwise specified. Each of Talent Insights and the Referral Partner may individually be referred to as a "Party."

“Partner Transaction” refers to any authorized use or access of Talent Insights or related Data by the Partner, or entities under its control, as stipulated in this Agreement.

“Payment” refers to the monetary transactions conducted between the Parties as compensation for the Products, services, or any other obligations outlined in this Agreement. Payment terms, including the amount, currency, schedule, and method of payment, shall be specified in the Agreement or in an associated schedule or exhibit. Payments may be subject to additional terms, such as late fees or interest charges, as detailed in this Agreement.

“Portal Access” refers to the rights, permissions, and credentials granted to a User for entering and interacting with Talent Insights' online platform, application, or website. The portal serves as a centralized interface where Users can access various Talent Insights services, tools, and resources, including but not limited to, MAP Assessments, Job Profiles, Interview Guides, and Interaction Guides.

“Proprietary Rights” refers to all intellectual property rights, including but not limited to, copyrights, trademarks, patents, trade secrets, and any other form of ownership or control over proprietary information. In the context of this Agreement, Proprietary Rights may pertain to software, documentation, data, or any other material that is the exclusive property of either Party. These rights are protected by law and unauthorized use, or duplication is prohibited unless expressly authorized in writing by the owning Party.

“Receiving Party” refers to the Party that receives or is exposed to any Confidential Information from the other Party during the course of the Agreement's execution and fulfillment. The Receiving Party is bound by the terms of this Agreement, including but not limited to, the clauses related to Confidentiality.

“Net Revenue” refers to the total revenue generated from sales of Products, services, or any other transactions covered by this Agreement, less any deductions such as returns, allowances, discounts, rebates, taxes, and any other costs directly attributable to the revenue-generating activity. Net Revenue shall be calculated in accordance with generally accepted accounting principles (GAAP) or as otherwise mutually agreed upon by both Parties in writing.

“Referral Partner” identifies potential clients, customers, or business opportunities and directs such potential clients, customers, or business opportunities to TALENT INSIGHTS in exchange for a commission. The Referral Partner is not an employee, agent, or representative of TALENT INSIGHTS and has no authority to enter into contractual obligations or make binding agreements on behalf of TALENT INSIGHTS.

“Referral Partner Marks” refers to the trademarks, service marks, logos, trade names, and any other branding or identifying symbols that are owned by or licensed to the Referral Partner. These marks may be used in accordance with this Agreement for the purposes of identifying the Referral Partner, promoting the partnership, or other activities as mutually agreed upon by the Parties. Usage of the Referral Partner Marks must adhere to any brand guidelines provided by the Referral Partner and cannot infringe upon the intellectual property rights of third parties.

“Referral Partner Program” means TALENT INSIGHTS’ program for Referral Partners as described in this Agreement.

“Referral Partner Transactions” means those transactions that are eligible for a Commission pursuant to the ‘Referral Partner Transactions’ section of this Agreement.

“Service Agreement” refers to a separate contractual document, whether in the form of a schedule, exhibit, or standalone agreement, which outlines the specific services to be provided by Talent Insights to the Client or Referral Partner. This Service Agreement typically includes details such as the scope of services, performance metrics, timelines, fees, and payment terms.

“Subscription Service” means our web-based TALENT INSIGHTS Portal that is subscribed to, and developed, operated, and maintained by us, accessible at http://www.portal.talentinsights.com or another designated URL, and add-on Products.

"TALENT INSIGHTS", "us", “our,” and “TALENT INSIGHTS” means TALENT INSIGHTS.

"TALENT INSIGHTS Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that TALENT INSIGHTS incorporate into our services.

“TALENT INSIGHTS Products” or “Products” means any or all of the Subscription Services, MAP Assessment, MAP Reports, Portal Access, Interactive Tools, and other Products not currently existing but to be developed in the future.

“Tier Level” refers to the classification of the Referral Partner based on the total Referral Revenue generated and retained in the preceding 12 months. Tier Levels determine the Commission percentage payable to the Referral Partner for each Partner Transaction. Tiers are re-calculated on a trailing 12-month basis and may increase or decrease accordingly, affecting the Commission rate for future Partner Transactions.

“Tools” refers to the software, hardware, databases, interfaces, scripts, algorithms, methodologies, or other technical assets and resources that are employed by either Party to fulfill the obligations or exercise the rights under this Agreement. Tools may be proprietary to one of the Parties or may be licensed from third parties. Any use, adaptation, or reproduction of these Tools must be in accordance with this Agreement and any relevant intellectual property laws.

“Trademark” refers to any word, phrase, logo, symbol, design, image, or any other identifiers that signify the origin of Products or services and distinguish them from those of other entities. Trademarks are protected by intellectual property laws and are owned or licensed by either of the Parties involved in this Agreement. Any use of a Trademark must be in accordance with the relevant laws and any guidelines set forth by the owning Party and may require written consent from the owning Party.

“You” and “Referral Partner” means the party to this Agreement other than TALENT INSIGHTS, entering into this Agreement and participating in the Referral Partner Program.