Talk2Apply Customer Terms

1. Agreement Structure and Scope

These Talk2Apply Customer Terms (the "Customer Terms") govern business customers that purchase or use Talk2Apply services under an Order Form. Each Order Form, together with these Customer Terms and any expressly incorporated addendum, forms the agreement between Talk2Apply Inc. ("Talk2Apply") and the customer identified in the Order Form ("Customer").

The specific products, capabilities, usage allowances, fees, locations, jobs or programs, integrations, implementation items, and service term are defined in the applicable Order Form. If Customer is an agency or service provider purchasing services for an employer, educational institution, or other end client, Customer remains responsible for its end client's authorized use of the Service and represents that it has authority to provide the instructions, content, data, and approvals required for the engagement.

Talk2Apply provides conversational engagement, intake, orchestration, AI voice and chat, scheduling, messaging, structured signals, landing pages, analytics, and related workflow services as configured in the applicable Order Form (collectively, the "Service"). Talk2Apply is not an employer, staffing agency, job board, university, admissions office, or system of record, and does not make final hiring, employment, admission, or enrollment decisions.

2. Orders, Fees, Billing, and Taxes

Customer will pay the fees and usage charges stated in each Order Form. Unless the Order Form states otherwise, recurring subscription fees are invoiced monthly in advance, and usage overages incurred at rates specified in the Order Form may be invoiced in arrears. Payment terms are those stated in the Order Form or invoice.

Usage allowances apply only to the period stated in the Order Form and do not roll over unless expressly stated. Additional services, custom integrations, non-standard configuration, professional services, or other work outside the purchased scope require Customer's written approval of the applicable scope, fees, and timing before such work begins.

Fees are exclusive of taxes that Talk2Apply is legally required to collect, if any. Customer is responsible for applicable transaction taxes properly chargeable to Customer, excluding taxes based on Talk2Apply's net income. Talk2Apply may suspend new launches or active services for undisputed overdue amounts after written notice and a reasonable opportunity to cure.

3. Implementation, Target Go-Live, and Changes

Implementation may include knowledge-base setup, job or program configuration, landing pages, agent setup, screening or intake questions, messaging, scheduling, reporting, data delivery, testing, and launch-readiness activities specified in the Order Form.

A Target Go-Live Date is an estimate, not a guaranteed delivery date, unless an Order Form expressly states otherwise. Timing depends on timely Customer inputs, approvals, access, content, calendars, third-party systems, testing, and other dependencies. The Subscription Start Date is the date the configured Service is made available for live production use, as mutually confirmed by the parties, unless the Order Form provides a different rule.

Customer-requested changes that materially expand jobs, locations, programs, workflows, integrations, custom development, or other scope may require a written change order or a new Order Form.

4. Voice Credits and Complete Conversations

Where an Order Form includes Voice Credits, one Voice Credit covers one Complete Voice Conversation of up to five (5) minutes. Voice usage beyond five (5) minutes is outside the standard Voice Credit allowance and will be subject only to the treatment, if any, expressly stated in the applicable Order Form. A "Complete Voice Conversation" is a candidate or participant interaction in which: (a) required contact details are captured; (b) applicable consent required for the configured voice and/or messaging workflow is obtained; (c) the Talk2Apply voice workflow is initiated; and (d) Talk2Apply captures responses to at least thirty percent (30%) of the configured job- or workflow-specific intake questions.

For the 30% threshold, configured intake questions exclude basic contact fields, consent checkboxes, greetings, system prompts, and administrative fields. An answered question means a substantive candidate response captured by the Service and does not include blank responses, duplicate test data, opt-out requests, or technical failures. If the 30% calculation results in a decimal, the required number of answered questions is rounded up to the next whole number.

Each individual call is assessed independently. Incomplete attempts, dropped calls, opt-outs, blank interactions, and technical failures that do not meet the Complete Voice Conversation criteria do not consume Voice Credits and are not billed as overages. A subsequent qualifying retry consumes one Voice Credit. Attempts are not aggregated for billing. A Complete Voice Conversation is based on engagement and captured responses, not on candidate qualification, application completion, interview booking, or hiring outcome. Overage rates, if any, are stated in the Order Form.

5. Customer Responsibilities and Compliance

Customer will provide accurate and authorized job, program, company, brand, compensation, location, incentive, eligibility, screening, scheduling, and campaign information needed for the Service, and will review and approve configured workflows before launch. Talk2Apply may rely on Customer's approval as authorization to deploy the approved configuration.

Customer is responsible for the legality, job-relatedness, accuracy, and appropriateness of its screening or intake criteria, disqualifier rules, content, employment or admissions decisions, and use of results. Customer is also responsible for notices, assessments, bias audits, human review, accommodations, or other employer/institution obligations required by law for Customer's particular deployment. Talk2Apply remains responsible for legal obligations directly applicable to its provision and operation of the Service. Talk2Apply does not provide legal, employment, immigration, labor, human-rights, or admissions advice.

For outbound calling, SMS, email, uploaded contact lists, or re-engagement initiated at Customer's direction, Customer represents that it has the permissions, lawful basis, and instructions necessary to use the data and initiate the requested communications. Talk2Apply may provide consent capture, disclosures, STOP/HELP functionality, and communication controls as part of configured workflows, but Customer remains responsible for the lawfulness of its lists, campaign purpose, outreach instructions, and required permissions. Each party remains responsible for legal obligations directly applicable to its own activities. Customer will not use the Service unlawfully; impersonate others; access systems without authorization; introduce malicious code; interfere with service security; reverse engineer except where law permits; misuse candidate or student information; or permit access outside the authorized Customer and end-client relationship.

6. Data, Privacy, AI, and Security

As between the parties, Customer retains its rights in Customer content and candidate or participant data. Where Talk2Apply processes personal data on behalf of Customer or an authorized end client, the entity that determines the purposes and means of the applicable processing acts as the controller, business, or equivalent entity under applicable law, and Talk2Apply acts as the processor, service provider, contractor, or equivalent entity, to the extent those roles apply. If Customer acts on behalf of an end client, Customer represents that it is authorized to provide Talk2Apply with the instructions, data, configurations, and approvals necessary for that processing. Customer instructs Talk2Apply to process such data only for the limited purposes of configuring, providing, securing, supporting, troubleshooting, maintaining, and operating the Service; improving the quality, reliability, and functionality of the Service; delivering Customer-authorized outputs; preventing or investigating security incidents or misuse; and other purposes permitted by applicable law and consistent with the Agreement.

The Service may process names, contact details, job or program interests, intake responses, consent records, chat content, voice transcripts, workflow metadata, scheduling information, summaries, and structured signals. Talk2Apply will not sell Customer personal data or share it for cross-context behavioral advertising; retain, use, or disclose it outside the limited purposes above or the direct business relationship except as permitted by applicable law; combine it with personal data from other customers or from Talk2Apply's own interactions except as permitted by applicable law and reasonably necessary to provide the Service; or use Customer workflow data to train general-purpose AI models.

To the extent applicable, Talk2Apply will comply with privacy obligations directly applicable to its processor, service-provider, or contractor role; provide the level of privacy protection required by applicable law for that role; reasonably assist Customer with legally required privacy-rights requests; notify Customer if Talk2Apply determines that it can no longer meet those applicable obligations; and cooperate with reasonable and proportionate steps required by law to stop and remediate unauthorized use. Customer authorizes Talk2Apply to use subprocessors reasonably necessary to provide the Service. Talk2Apply will require subprocessors that process personal data on behalf of Customer or an authorized end client to be subject to written data-protection obligations appropriate to the services they perform and consistent with the applicable obligations imposed on Talk2Apply under this Section 6. Talk2Apply remains responsible for its obligations under this Section 6 notwithstanding its use of subprocessors. Upon reasonable written request, Talk2Apply will provide information reasonably necessary for Customer to assess Talk2Apply's compliance with applicable data-protection obligations and will cooperate with reasonable and proportionate verification measures required by applicable law, subject to appropriate confidentiality, security, and operational safeguards. Nothing in this paragraph requires Talk2Apply to disclose another customer's information, proprietary security information, or information whose disclosure would create a material security risk.

Standard intake data, transcripts, summaries, and related workflow information may be retained for up to ninety (90) days unless a different period is required by law or agreed in writing. Where an individual has opted into a configured future-interest or re-engagement workflow, limited contact, interest, consent, and related workflow information may be retained longer as reasonably necessary for that purpose. Talk2Apply may also retain limited consent and opt-out records, security logs, transaction or billing records, dispute-related information, and other records for longer where reasonably necessary to comply with law, establish or defend legal rights, maintain security, prevent misuse, or document compliance. Data delivered to Customer or an end client's ATS, CRM, SIS, scheduling platform, or other system is subject to that organization's own retention practices. Talk2Apply does not intentionally store call audio in its own application database. Service providers may process or temporarily retain data under their own configurations and contractual terms. Talk2Apply uses reasonable administrative, technical, and organizational safeguards appropriate to the Service. Where required by applicable law or the Agreement, Talk2Apply will notify Customer without undue delay after becoming aware of a confirmed security incident affecting Customer personal data and will reasonably cooperate with Customer in addressing it.

Talk2Apply's Privacy Policy is available at https://www.talk2apply.ai/privacy. Current security and subprocessor information is available at https://www.talk2apply.ai/trust; the Trust & Security page is informational and is not incorporated into the B2B agreement unless an Order Form expressly states otherwise. If additional data-processing terms are required by applicable law, Customer procurement requirements, or mutual written agreement, the parties may execute or incorporate a separate data processing addendum (DPA), which will control solely for its specific data-protection subject matter.

7. Confidentiality

Each party may receive non-public business, technical, financial, product, pricing, security, customer, candidate-workflow, or strategic information from the other party ("Confidential Information"). The receiving party will use reasonable care to protect Confidential Information, use it only for the agreement, and disclose it only to personnel and service providers who need it and are subject to appropriate confidentiality obligations.

These confidentiality obligations survive termination for three (3) years, except trade secrets remain protected while qualifying as trade secrets under applicable law. Any separate signed nondisclosure agreement continues according to its terms. Confidential Information does not include information that the receiving party can demonstrate is publicly available through no breach, already lawfully known without restriction, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without confidentiality duty. A party may disclose Confidential Information when legally required, to the extent permitted, after giving reasonable notice to the other party.

8. Intellectual Property and Feedback

Talk2Apply and its licensors retain all rights, title, and interest in the Service, software, models and model orchestration, workflows, prompts, templates, configuration methods, analytics, documentation, designs, know-how, and related intellectual property. No ownership is transferred to Customer by an Order Form.

Customer retains ownership of its brand materials, job or program content, Customer-provided data, and other materials it supplies. Customer grants Talk2Apply a limited right to host, reproduce, configure, transmit, and process those materials solely as needed to provide the Service.

Customer may provide feedback or enhancement suggestions. Talk2Apply may use such feedback without restriction or obligation, provided it does not disclose Customer Confidential Information.

9. Third-Party Systems, Integrations, and Availability

The Service may rely on third-party hosting, database, AI, voice, transcription, telecommunications, email, scheduling, analytics, and customer-system providers. Talk2Apply is not responsible for outages, carrier filtering, access restrictions, vendor policy changes, ATS/CRM/SIS limitations, or other failures outside Talk2Apply's reasonable control.

Direct ATS, CRM, SIS, server-to-server ("S2S"), API, or other integration is included only when expressly stated in the applicable Order Form. Where direct integration is not included or is delayed, Talk2Apply may use an approved alternative such as a dashboard, job-specific application link, email, CSV, secure file transfer, webhook, or other mutually agreed delivery method.

Unless an Order Form includes a specific service-level commitment, Talk2Apply will provide the Service on a commercially reasonable basis and does not guarantee uninterrupted or error-free availability.

10. Service Results and AI-Assisted Outputs

Talk2Apply may use AI to conduct conversations, answer configured questions, summarize interactions, organize responses, and generate structured workflow signals. AI-assisted outputs may be incomplete or inaccurate and should be reviewed where material to employment, admissions, compensation, eligibility, or other consequential decisions.

Workflow classifications, signals, summaries, or labels are intended to support Customer review and prioritization. They are not employment, admissions, qualification, legal-eligibility, or suitability determinations by Talk2Apply.

Talk2Apply does not guarantee candidate or student volume, completion rates, application quality, qualification, interview conversion, job fills, hiring outcomes, admissions outcomes, cost-per-hire, cost-per-application, media performance, or acceptance by a third-party system.

11. Term, Suspension, and Termination

Each Order Form becomes effective on the effective date stated in that Order Form or, if no effective date is stated, on the date of the last signature. Implementation, configuration, and other pre-launch activities may begin on or after that date. Unless the applicable Order Form expressly states otherwise, the purchased subscription or live-service term begins on the Subscription Start Date determined under Section 3 and continues for the service term stated in the Order Form. A proof-of-value ("POV") or other fixed-term Order Form ends at the conclusion of its stated service term unless the parties agree in writing to continue, renew, or replace it. There is no automatic renewal unless the Order Form expressly provides for one.

Either party may terminate an Order Form for material breach if the breach remains uncured ten (10) days after written notice. Talk2Apply may suspend the Service immediately where reasonably necessary to address a security threat, unlawful use, material misuse, or risk to the Service, and may suspend for undisputed overdue fees after notice and a reasonable cure opportunity.

Except where an Order Form expressly states otherwise or applicable law requires, prepaid setup, implementation, professional-services, usage, and subscription fees attributable to periods in which the Service was provided are non-refundable once the applicable work or service period has begun. If Customer terminates an Order Form because of Talk2Apply's uncured material breach under this Section 11, Talk2Apply will refund any prepaid recurring subscription fees allocable to the unused portion of the terminated service term. No refund is due for services already provided, usage already incurred, or completed setup, implementation, or professional-services work. Upon expiration or termination, Customer should export any data it requires before deletion under Talk2Apply's applicable retention practices.

12. Indemnity; Disclaimers; Limitation of Liability

Customer will defend and indemnify Talk2Apply against third-party claims to the extent arising from Customer-provided content, Customer's screening or decision criteria, Customer's unlawful instructions, or Customer's or its end client's use of the Service in violation of these Customer Terms or applicable law. Talk2Apply will defend Customer against a third-party claim that Talk2Apply-owned, unmodified Service software, used as authorized, infringes a third party's intellectual property right. This does not cover Customer materials, instructions or configurations, unauthorized changes or use, combinations with items not supplied by Talk2Apply, third-party services or components, or continued use after notice to cease. Talk2Apply may obtain continued-use rights, modify or replace the affected feature, or terminate the affected portion and refund unused prepaid fees if no commercially reasonable remedy is available. Each party's indemnity obligations are subject to prompt notice, reasonable cooperation, and control of the defense by the indemnifying party. No settlement may impose an admission, liability, payment, or non-monetary obligation on the indemnified party without its prior written consent, not to be unreasonably withheld or delayed.

EXCEPT FOR EXPRESS OBLIGATIONS IN THESE CUSTOMER TERMS, THE SERVICE IS PROVIDED ON AN "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALK2APPLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT (EXCEPT FOR THE EXPRESS IP INDEMNITY ABOVE), AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO TALK2APPLY UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY OR DATA-SECURITY OBLIGATIONS, AND FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 12, EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED TWO (2) TIMES THE GENERAL CAP ABOVE. THESE CAPS DO NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS, FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

13. General

The agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. Subject to rights that cannot lawfully be limited, the courts located in Ontario have exclusive jurisdiction over disputes arising from the agreement.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet, telecommunications, cloud, carrier, utility, labor, governmental, natural-disaster, or third-party platform events, except for payment obligations already due.

Customer may not assign an Order Form or these Customer Terms without Talk2Apply's prior written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets if the assignee assumes the agreement. Talk2Apply may assign the agreement in connection with a merger, financing, reorganization, or sale of all or substantially all of its business or assets. The parties are independent contractors. No end client or other third party is a beneficiary of this agreement unless an Order Form expressly states otherwise.

Notices under the agreement may be delivered by email to the business contacts identified in the Order Form. Legal notices to Talk2Apply may be sent to hello@talk2apply.ai. Electronic signatures and counterparts are valid and enforceable to the same extent as originals.

If any provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only.

The Order Form, these Customer Terms, any signed addendum, and any DPA expressly incorporated into the agreement constitute the entire agreement for the purchased Service and supersede prior proposals or discussions on the same subject. If there is a conflict: (1) a signed Order Form or signed addendum controls for its specific subject matter; (2) an expressly incorporated DPA controls solely for its specific data-protection obligations; and (3) these Customer Terms control otherwise. Talk2Apply's public end-user Terms & Conditions and Trust & Security page are not incorporated into the B2B agreement unless an Order Form expressly states otherwise. For an Order Form that incorporates the online version of these Customer Terms, the version in effect on that Order Form's effective date governs unless the parties agree otherwise in writing.