Effective Date: June 3, 2025
Version: 1.0

Beta Test Agreement

This Beta Test Agreement (this “Agreement”) is between HireVue, Inc. (“Hirevue”) and the party (“Evaluator”) executing the applicable Service Order covering Beta Products (“Beta Test SO”) and governs Evaluator’s access to such  products in each case as further specified in the applicable Beta Test SO(s). Hirevue and Evaluator are each a “Party” and together the “Parties.” The terms and conditions of this Agreement shall be binding on the Parties by mutual execution of the applicable Beta Test SO which includes reference to this Agreement and as of the effective date of such Beta Test SO (“Effective Date”).

The Parties hereby agree to the following terms and conditions:

1. Grant of License.  Hirevue hereby grants to Evaluator a non-exclusive, non-transferable, revocable, royalty-free and limited license to remotely access and use the pre-release version of the product innovation designated on the applicable Beta Test SO (the “Beta Product”) solely for the purposes of testing, evaluating, reporting and providing feedback regarding the Beta Product (“Beta Test”) for the term specified on the Beta Test SO (“Beta Test Term”).  A Beta Test SO  will be executed by the Parties for each new Beta Product and Beta Test and will direct to documentation specifying the applicable product documentation, test scope/details/requirements, and other relevant details (“Beta Documentation”).

    

2. Evaluator Obligations.  In connection with each Beta Test, Evaluator agrees as follows:

2.1 Evaluator: (a) shall complete the Beta Test testing requirements specified in the applicable Beta Test SO; (b) shall provide Evaluator evaluation, reporting and feedback as specified in the applicable Beta Test SO (“Evaluator Feedback”); (c) acknowledges that Hirevue may use Evaluator inputs (including Evaluator’s end user inputs) for purposes of its internal research and product development only if Evaluator is using the Beta Product with US based candidates for US based positions; and (d) agrees to support commercial release of the Beta Product with at least two (2) of the following: case studies, press releases, reference calls, webinars, or other live or recorded marketing efforts as requested by Hirevue. 

2. 2 Evaluator shall not and shall not permit any third party to do any of the following with respect to any Beta Product or Beta Test Materials (as defined below):  (a) remove, obscure, or alter any proprietary rights notice or add any other notices or markings; (b) incorporate, merge, combine or integrate any part into any other product, software, interface, process or service (except as expressly permitted in the Beta Test SO); (c) translate, reverse engineer, dismantle, decompile, disassemble, or attempt to reconstruct, derive from or intrude into; (d) prepare derivative works of, or create a patent based on the Beta Product, or any part thereof; (e) resell, provide, make available to, or permit use of or access by any third party; (f) use in any manner which infringes or violates intellectual property rights of Hirevue or of any third party; or (g) use for any reason other than to Beta Test pursuant to this Agreement. 

3. Hirevue Obligations. Hirevue shall provide limited support services as specified in the Beta Test SO, which may include preliminary training on use of the Beta Product; provided, for clarity, Hirevue shall have no obligation to correct Beta Product defects, implement Beta Product Updates or provide guaranteed uptime or other service level commitments.

     

4. Proprietary Rights and Ownership.

4.1 Evaluator acknowledges and agrees as follows: (a) as between Evaluator and Hirevue, all  right, title and interest (including without limitation any and all worldwide patent, copyright, trademark, trade secret and other intellectual property rights, and all moral rights related thereto, however and wherever arising) (“IP Rights”) in and to the Beta Product and Beta Test Materials are and at all times shall remain owned exclusively by Hirevue; (b) except for the limited license expressly granted under Section 1 of this Agreement no IP Rights or license of any kind, express or implied, are transferred to Evaluator by this Agreement; and (c) Evaluator shall not at any time during the Term or thereafter assert any IP Rights in or to the Beta Product or Beta Test Materials and shall sign any documents necessary to effectuate Hirevue’s IP Rights.  For purposes this Agreement:  “Beta Test Materials” means, collectively: (i) all Beta Product software, code, documentation, technology, algorithms, methodologies, design, UX, UI, features and functionalities; (ii) Beta Documentation; (iii) all reports, evaluations, surveys, results and other information and materials relating to the Beta Product or Beta Test or generated from Evaluator’s use thereof (including without limitation, Evaluator Feedback); and (iv) all Updates; and “Updates” means derivatives, updates, revisions, corrections, bug fixes, release notes, techniques, know-how, modifications, enhancements, improvements and upgrades to or arising from the Beta Product, Beta Test or Beta Test Materials.

4.2 Hirevue acknowledges and agrees as between Evaluator and Hirevue, all IP Rights in and to all Personal Data (as defined in the DPA) are and at all times shall remain owned exclusively by Evaluator.

5. Confidential Information. 

5.1 If Hirevue and Evaluator are parties to an active Master Service Agreement (“MSA”) which contains a mutual confidentiality clause protecting each Party’s confidential information (“MSA Confidentiality Clause”), then the MSA Confidentiality Clause shall apply to confidential information disclosed under this Agreement and, for clarity, the Parties expressly agree that the Beta Product and Beta Test Materials are Hirevue’s confidential information under the MSA Confidentiality Clause. 

5.2 If an MSA Confidentiality Clause is not in place, then Evaluator agrees that during the Term and at all times after termination of this Agreement, Evaluator shall keep strictly confidential and shall not disclose or use (other than as expressly permitted by this Agreement), the Beta Product, Beta Test Materials or any other non-public or proprietary information of Hirevue disclosed or made available to or otherwise acquired by Evaluator in the course of the Beta Test, all of which are Hirevue’s confidential information hereunder (collectively, “Confidential Information”). Evaluator shall: (a) advise all persons who have access to the Confidential Information of the confidential nature thereof and of the restrictions imposed by this Section; (b) limit access to the Confidential Information solely to Evaluator’s employees who have a need to know for the purposes of completion of this Agreement; (c) ensure its employees comply with obligations under this Section and be responsible to Hirevue for any non-compliance; (d) promptly notify Hirevue of any unauthorized use or disclosure of Confidential Information; and (e) upon termination of this Agreement or at any time upon request from Hirevue, promptly return all Confidential Information to Hirevue including, without limitation, all copies and duplicates thereof in whatever form or at Hirevue’s option, certify in writing that all such Confidential Information has been irreversibly destroyed. 

6. Compliance with Law; Data Processing. Each Party shall comply with applicable federal, state, and local laws, statutes, rules, and regulations (“Applicable Laws”) in connection with its provision of access to the Beta Product or use of the Beta Product, as applicable. The terms of Hirevue’s Data Processing Addendum available at https://www.hirevue.com/legal (“DPA”) shall apply to Hirevue’s processing (if any) of Personal Data (as defined in the DPA) in connection with the Beta Test.  Evaluator agrees and acknowledges that it shall be solely responsible for delivering and obtaining all notices and consents from candidates and other users of the Beta Product, in each case as required by Applicable Law.

7. Term.  Unless earlier terminated under Section 8 below, this Agreement shall remain in effect for three (3) years from the Effective Date or as long as there is an active Beta Test SO in place, whichever is greater (the “Term”). If no active Beta Test SO has been in place for a period of more than two (2) years, this Agreement shall automatically be deemed terminated.

8. Termination; Suspension.  Either Party may terminate this Agreement and/or any individual Beta Test SO upon at least five (5) business days’ prior written notice to the other Party for any or no reason.  Upon the expiration or termination of this Agreement or any individual Beta Test SO, the applicable license rights granted to Evaluator hereunder shall automatically terminate and Evaluator shall cease use of the applicable Beta Product(s). Without limiting the foregoing, Hirevue may temporarily suspend a Beta Test or Evaluator’s access to the Beta Product at any time and for any reason which may take effect upon delivery of notice. Termination, expiration or suspension of this Agreement or a Beta Test SO hereunder shall not limit Hirevue from pursuing any remedies available to it, including injunctive relief. Any provisions which by their terms extend beyond termination, expiration or suspension or which are necessary to interpret the respective rights and obligations of the Parties hereunder shall survive any such termination, expiration or suspension of the Agreement, including without limitation, Sections 2.2, 4, 5, 8, 9, 10, and 11. 

9. LIMITATION OF LIABILITY.  IN NO EVENT SHALL HIREVUE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), OR FOR ANY CLAIM BY EVALUATOR BASED ON A THIRD-PARTY CLAIM, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF HIREVUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF HIREVUE FOR CLAIMS ARISING OUT OF OR RELATED TO THIS BETA TEST AGREEMENT SHALL NOT EXCEED $100.

    

10. NO WARRANTY; DISCLAIMER.  THE BETA PRODUCT AND BETA TEST MATERIALS: (A) ARE EXPERIMENTAL AND PROVIDED FOR LIMITED TESTING AND FEEDBACK ONLY: (B) MAY HAVE ERRORS, BE INCOMPLETE OR PRODUCE UNEXPECTED RESULTS; (C) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HIREVUE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY HIREVUE, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. EVALUATOR ACKNOWLEDGES AND AGREES THAT USE OF THE BETA PRODUCT IS AT EVALUATOR’S OWN RISK. NOTHING IN THIS AGREEMENT OBLIGATES HIREVUE TO A COMMERCIAL RELEASE OF ANY BETA PRODUCT; AND HIREVUE RETAINS ALL RIGHTS TO WITHDRAW ANY BETA PRODUCT FROM BETA TESTING AND/OR TO CHANGE ANY ASPECT OF THE BETA PRODUCT PRIOR TO COMMERCIAL RELEASE AND WITHOUT NOTICE TO EVALUATOR. MARKETING THE BETA PRODUCT IS AT HIREVUE’S SOLE AND EXCLUSIVE DISCRETION.

     

11. Miscellaneous:  

11.1 General. This Agreement: (a) may be amended only by a written instrument executed by a duly authorized representative of each Party; (b) is not assignable by Evaluator except with the prior written approval of Hirevue (not to be unreasonably withheld or delayed); (c) is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns; (d) may be signed in counterparts, each of which  constitutes an original and all of which together constitute one and the same instrument and a signature transmitted via electronic means (e.g., third party e-signature system) will be deemed an enforceable signature for the purpose of demonstrating the signing Party’s assent to this Agreement; and (e) is made in accordance with and is governed and construed under the Laws of The State of Delaware, without reference to such state’s conflicts of laws principles. The Parties consent to the sole jurisdiction and venue of the state or federal courts of New Castle County, Delaware for actions related to the subject matter hereof and irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar ground. The United Nations Convention on Contracts for the International Sale of Goods or the Uniform Commercial Code or similar statutes shall not apply with respect to this Agreement.

11.2 Complete Agreement; Order of Precedence. This Agreement, together with all executed Beta Test SO(s), constitutes the complete agreement between the Parties regarding the subject matter contained herein and supersedes all prior and contemporaneous negotiations and agreements, written or oral, concerning the subject matter of this Agreement. For clarity, notwithstanding an existing MSA, the terms of this Agreement are the sole and exclusive terms that apply to the Beta Products and Beta Test, notwithstanding any terms contained in an existing MSA.  In the event of any conflict or inconsistency between this Agreement and a signed Beta Test SO, the Beta Test SO will govern and control with respect to the Beta Products covered in such SO.  For clarity, upon general-availability commercial release of the Beta Product, a mutually signed services agreement (e.g., the MSA) and ordering document will govern and control Evaluator’s ongoing access (as a Hirevue customer) to the commercially released Product.

11.3 Severability; No Waiver. If any provision of the Agreement is determined to be invalid or unenforceable under Applicable Law, the provision shall be amended and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law, and the remaining provisions of the Agreement shall continue in full force and effect. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right or any other right.

11.4 Injunctive Relief. Evaluator acknowledges that because of the confidential and proprietary nature of the Beta Product and Beta Test Materials, neither termination of this Agreement nor an action at law would be an adequate remedy for a breach by Evaluator of this Agreement.  Accordingly, Evaluator agrees that, in the event of such breach, Hirevue will be irreparably harmed and, in addition to all other remedies which Hirevue may have, Hirevue shall be entitled to seek equitable relief without the necessity of proof of actual damage.