Terms and Conditions

Version 1.0: 01/06/2025

Previous versions available on request

The software Platform and associated Materials is owned or licensed by the Licensor (each term is defined below). The Licensor agrees to license the Platform and Materials to you the Customer on terms and conditions set out below ( Standard Terms ). By signing a document to which these Standard Terms are annexed, or by otherwise indicating its acceptance of these Standard Terms, the Customer expressly accepts and agrees to be bound by these Standard Terms.

1. INTERPRETATION

In these Standard Terms, apart from where the context otherwise requires, capitalized words have the following meanings:

Add On means any optional feature or Platform functionality described as an "Add On" in anOrder Form, which may include Enhanced Analytics, Multi-Language Support, or API Access.

Agreement means jointly these Standard Terms together with the Order Form.

Affiliate means with respect to any person, all persons directly or indirectly Controlling, Controlled by or under common Control with such person.

Annual Interview Volumes means the Annual Interview Volumes set out in an Order Form (orsuch other Annual Interview Volume, which may be on a pro-rata basis, agreed by the parties in a Change Request).

Applicable Laws means the laws which apply to this Agreement (including all applicable consumer, taxation, Privacy Laws, Biometric Laws, and Anti-Discrimination Laws) of a relevant jurisdiction which applies to this Agreement or its performance, including associated regulations and industry codes.

Artificial Intelligence or AI means system or machine-based artificial intelligence applications including those which perform tasks and functions that attempt to mimic or replicate human intelligence, including but not limited to video analysis, natural language processing, facial recognition, sentiment analysis, behavioral assessment, and predictive analytics.

Authorized User has the meaning given in clause 5.1.

Background IP means all Intellectual Property Rights which (a) a party owned prior to entering into this Agreement; (b) which is created by a party independently of this Agreement, and (c) in the case of welocity.ai, expressly includes the Platform, AI Models, Video Analysis Algorithms, Interview Templates, De-identified Derived Data, and its products, tools, computer software, code libraries, images, films, artwork, graphics, databases, Materials or other works the subject of copyright, which welocity.ai creates for sale to or use by its customers generally (whether created before, during or after the date of this Agreement) ( Welocity Background IP ). The Customer's Background IP expressly includes your logos and trademarks.

Biometric Data means any data derived from video interviews that captures biological or behavioral characteristics, including facial features, voice patterns, eye movements, or other identifiers subject to biometric privacy laws.

Candidate means a person who participates in a video interview through the Platform for employment assessment purposes, including existing employees being assessed for new roles within the Customer's organization.

Candidate Interview means the Platform functionality which provides Candidates with AI-powered video interviews including recording, real-time or asynchronous interview sessions, which may involve the collection and processing of Personal Data and Biometric Data.

Change Request means an updated Order Form signed by the parties to give effect to an agreed change.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit, or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at law, in equity, under statute or otherwise.

Confidential Information includes the terms of this Agreement and any information of a confidential nature disclosed by either party to the other whether or not marked as such. In the case of welocity.ai, its Confidential Information includes its pricing, the Platform, AI Models, Materials, De-identified Derived Data, and Video Analysis Algorithms.

Control means the control by one person of another person as evidenced by controlling financial or operating policies, board composition, or majority voting rights.

Customer, you or your means the person so named in the Order Form to which these Standard Terms are annexed or otherwise referenced.

Customer Data means any data or information inputted into the Platform or otherwise provided to welocity.ai by the Customer or its Authorized Users, including video recordings, interview responses, assessment data, and job descriptions.

Data Processing Agreement means the Data Processing Agreement entered between the Customer and welocity.ai which may be attached as an appendix to the Order Form or otherwise referenced.

De-identified Derived Data means any data or information which is created as a consequence of this Agreement which has been combined, aggregated or adapted such that it cannot be reasonably identified as originating from a specific individual and is not Personal Data.

Effective Date means the Effective Date of this Agreement as set out in the Order Form.

Fees mean jointly the License Fees and Service Fees.

Force Majeure Event means any act or event beyond our reasonable control, including without limitation failure of public or private communication networks, fire, earthquake, storm, power outages, war, acts of terror, labor strikes, and pandemic-related disruptions.

Implementation Period means an estimated 2-4 week period commencing on the Effective Date during which Implementation Services are provided.

Implementation Services means the Implementation Services described in or attached as an appendix to the Order Form.

Initial Subscription Term means the initial subscription term for the Platform License, the particulars of which are set out in the Order Form.

Intellectual Property Rights means all intellectual property rights of any kind whatsoever throughout the world including all present and future rights which subsist in designs, copyright, trademarks, patents, software, trade and domain names, rights in goodwill, or other intellectual property rights.

License has the meaning given in clause 2.3(b).

License Fees means the License Fees payable to welocity.ai for the provision of the Platform as specified in an Order Form or invoice.

Licensor, "welocity.ai" ,"us", or "our" means Netconnect Global INC, a Delaware corporation with headquarters at 415 Mission Street, San Francisco, CA 94105.

Materials means any document, instruction or user manuals which relate to the Platform which are made available generally to all our customers.

Order Form has the meaning given in clause 2.2.

Personal Data means any information relating to an identified or identifiable natural person.

Platform means the AI-powered video interview software Platform described in an Order Form, including associated models, mobile applications, administrative interfaces, analytics dashboards, and applicable upgrades.

Platform Tier refers to the specific Platform License level (being either Starter, Professional, or Enterprise), the particulars of which are set out in the Order Form.

Privacy Laws means all data protection and privacy legislation applying to the Customer and/orwelocity.ai which is in force from time to time, including GDPR, CCPA/CPRA, PIPEDA, LGPD, and other applicable privacy regulations.

Renewal Term means the renewal term specified in the Order Form (if any).

Security Incident means any actual or unlawful loss of, unauthorized access to, or unauthorized modification, use or disclosure of Customer Data.

Service Fees means fees and charges associated with chosen Support Services or implementation Services.

Subscription Term means the Initial Subscription Term together with each Renewal Term (if applicable).

Support Services means the services expressly set out in the Order Form.

Video Interview Data means all video recordings, audio recordings, transcripts, and associated metadata captured during Candidate Interviews.

2. ORDER FORM

2.1 These Standard Terms outline the general terms and conditions governing the use of the Platform, Materials, and any Support Services. The Order Form specifies the details of the Customer's Usage Rights.

2.2 These Standard Terms are incorporated by reference into the Order Form. The parties acknowledge that they may enter into one or more Order Forms which incorporate these Standard Terms.

2.3 The Order Form may specify (amongst other things):

(a) the Platform you are being licensed to use, including AI capabilities

(b) the type and duration of License granted

(d) the number of concurrent interviews supported

(e) languages and assessment types available

(f) data retention periods

(g) any additional Usage Rights and/or usage limits

3. LICENSE

3.1 Subject to these Standard Terms, during the Subscription Term and to the extent specified in the Order Form, welocity.ai grants to the Customer a non-exclusive, non-transferable, non-sublicensable, revocable License to:

(a) access and use the Platform and Materials globally

(b) have the Platform used by specified Authorized Users for the purpose of conducting AI-powered video interviews and assessments.

3.2 The Customer may not license, sublicense, sell, resell, rent, lease, commercialize, or transferthe Platform or License to any other person except with written permission from welocity.ai.

3.3 All rights in and to the Platform not expressly granted are strictly reserved by welocity.ai.

4. CUSTOMER ACKNOWLEDGEMENTS

4.1 Customer Data The Customer is solely responsible for the accuracy, quality, content, and legality of Customer Data and represents and warrants that:

(a) Customer Data is accurate and complete

(b) the Customer has obtained all necessary rights and consents

4.2 AI and Video Technology The Customer acknowledges that:

(a) the Platform uses AI for video analysis which may include facial recognition and sentiment analysis

(b) AI outputs are probabilistic and should be used as one factor in hiring decisions

(d) biometric data may be collected subject to applicable laws

4.3 Compliance The Customer warrants compliance with:

(a) all employment and anti-discrimination laws

(b) biometric privacy laws including BIPA

(d) data protection regulations

5. ACCOUNTS AND AUTHORIZED USERS

5.1 The Platform may be accessed by Customer and its Affiliates' Personnel who are appointedas Authorized Users.

5.2 The Customer shall ensure each Authorized User observes these terms and is responsible for all use by Authorized Users.

5.3 Account credentials must be kept confidential and not shared.

6. CANDIDATES

6.1 The Customer acknowledges that when Candidates use the Platform:

(a) they must provide informed consent for video recording and AI analysis

(b) they must be notified about biometric data collection where applicable

(d) accessibility accommodations must be provided as required by law

6.2 The Customer is responsible for obtaining all necessary consents from Candidates andensuring compliance with applicable laws.

7. FEES AND PAYMENT

7.1 The Customer agrees to pay all Fees by the due date specified in invoices or within 30 days.

7.2 All Fees are exclusive of applicable taxes which the Customer is responsible for paying.

7.3 Late payments may incur interest and result in suspension of services.

8. TERM AND TERMINATION

8.1 This Agreement commences on the Effective Date and continues for the Subscription Term unless terminated earlier.

8.2 Either party may terminate for material breach not cured within 14 days of notice.

8.3 Upon termination:

(a) all unpaid Fees become immediately due

(b) access to the Platform ceases

9. INTELLECTUAL PROPERTY

9.1 welocity.ai retains all rights in the Platform, AI Models, and Background IP.

9.2 The Customer retains rights in Customer Data but grants welocity.ai a license to process it forservice provision.

9.3 welocity.ai may create and use De-identified Derived Data for improvement purposes.

10. CONFIDENTIALITY

10.1 Each party must protect the other's Confidential Information and not disclose it except as permitted.

10.2 Exceptions include required legal disclosures and information already public.

11. DATA PROTECTION

11.1 Both parties will comply with applicable Privacy Laws.

11.2 welocity.ai will process Personal Data as a processor according to Customer instructions.

11.3 Appropriate safeguards will be implemented for international data transfers.

12. BIOMETRIC DATA

12.1 Where biometric data is collected:

(a) explicit consent will be obtained where required

(b) retention periods will comply with applicable laws

(d) no biometric data will be sold or shared except as necessary for service provision

13. LIMITATION OF LIABILITY

13.1 EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT:

13.2 NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

13.3 TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM.

14. WARRANTIES AND DISCLAIMERS

14.1 Each party warrants it has the authority to enter this Agreement.

14.2 THE PLATFORM IS PROVIDED "AS IS" AND WELOCITY.AI DISCLAIMS ALL IMPLIEDWARRANTIES TO THE EXTENT PERMITTED BY LAW.

14.3 Welocity.ai does not warrant that AI assessments will be error-free or meet specificaccuracy levels.

15. INDEMNIFICATION

15.1 The Customer indemnifies welocity.ai against claims arising from:

(a) Customer's breach of the Agreement

(b) violation of employment or privacy laws

(d) failure to obtain required consents

16. COMPLIANCE WITH LAWS

16.1 Each party will comply with all Applicable Laws including:

(a) employment and anti-discrimination laws

(b) privacy and data protection regulations

(d) accessibility requirements

(e) export control laws

17. MISCELLANEOUS

17.1 Governing Law: This Agreement is governed by Delaware law.

17.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties.

17.3 Amendment: Amendments must be in writing and signed by both parties.

17.4 Assignment: Customer may not assign without written consent. Welocity.ai may assign toan affiliate or successor.

17.5 Force Majeure: Neither party liable for delays due to events beyond reasonable control.

17.6 Severability: Invalid provisions will be severed without affecting remaining terms.

17.7 Notices: Written notices to addresses specified in Order Form.

17.8 No Waiver: No waiver unless in writing.

17.9 Survival: Provisions regarding confidentiality, IP, indemnification, and limitation of liabilitysurvive termination.

By accepting these Standard Terms, the Customer acknowledges understanding and agreement with all provisions herein.

Netconnect Global INC (d/b/a welocity.ai)

415 Mission Street

San Francisco, CA 94105

United States

Version: 1.0

Classification: Public

Effective Date: 01/06/2025