Section A – Key Details

Scope

Code of Talent SRL (“The Provider”) agrees to provide a non-exclusive license (“the License”) over the Product and to provide the Services described in this Agreement, enabling the Beneficiary to use the Product for its company and for the benefit of its employees, subject to the payment of the License Price, as defined below, at the due dates and with the observance of the conditions regulated under this Agreement.

The Provider also agrees to grant to the Beneficiary the right to sublicense to third parties the Product (“the Sublicense”, as defined below) and to award the Beneficiary with a commission (the “Sublicense commission”, as defined below) for each sub-license agreement concluded with third parties.

Nonexclusive appointment of Service

Following the acceptance of this Agreement by the Provider, the Beneficiary becomes a non-exclusive licensee of the Product in accordance with the terms of this Agreement for its employees. The Beneficiary expressly accepts this designation, as regulating under this Agreement. This Agreement is not exclusive to the Beneficiary and the Provider reserves the unrestricted right to sell, license, market and distribute or grant to others the right to sell, license, market and distribute the Products and value-added versions thereof anywhere in the world.

Product

Code of Talent, a micro-learning platform, object of this Agreement, that can be used as a digital support tool for learning and training sessions or as an autonomous digital learning environment in the form of a digital board game where trainers can design customized learning journeys (programs) and deliver to their learners (users/participants) by uploading multimedia content and specific learning tasks and by providing feedback and evaluation. The technical parameters of the Product can be consulted in Section B.

Services & Benefits

PLATFORM LICENSE SERVICES:

Granting the License over the Product;
One dedicated sub-domain (example: https://beneficiary.codeoftalent.com);
Support services provided to Beneficiary’s Platform Admins;
Maintenance services and software updates;
Subcontracting services of Amazon Web Services Europe – Code of Talent’s cloud infrastructure services provider;
Train the trainer services for the Beneficiary’s users – session according to subscription plan;
Granting access to 4 “template”- type programs.

THE PARTNERSHIP PROGRAM

a. BASIC

The Company offers to the Beneficiary the following services included in the Basic Plan:

Access to the platform on a dedicated sub-domain (e.g. https://yourcompany.codeoftalent.com) for up to 25 users/month and 3 trainers;
Additional users over the number included in the plan can be added at a price of 9.99 euro/user/month;
Set-up and access rights configuration for the Admin role – which will be able to create new training programs, edit or duplicate existing ones and to create new users (the platform accommodates the following types of users: Participant, Observer, Trainer, Administrator) profiles or edit existing ones;
Train the trainer program for up to 3 trainers from the Beneficiary’s company;
5% commission from the contract value for every new deal where the Agent introduces the Company;
10% commission from the contract value for every new deal where the Agent works together with the Company to close the contract (contributes with marketing & sales efforts);

b. PARTNER 50

The Company offers to the Beneficiary the following services included in the Partner 50 Plan:

Access to the platform on a dedicated sub-domain (e.g. https://yourcompany.codeoftalent.com) for up to 50 users/month and 10 trainers;
Additional users over the number included in the plan can be added at a price of 7.99 euro/user/month;
Set-up and access rights configuration for the Admin role – which will be able to create new training programs, edit or duplicate existing ones and to create new users (the platform accommodates the following types of users: Participant, Observer, Trainer, Administrator) profiles or edit existing ones;
Train the trainer program for up to 10 trainers from the Beneficiary’s company;
10% commission from the contract value for every new deal where the Beneficiary introduces the Company;
20% commission from the contract value for every new deal where the Beneficiary works together with the Company to close the contract (contributes with marketing & sales efforts);
5% commission from any contract renewal that the Beneficiary contributed to;

c. PARTNER 100

The Company offers to the Beneficiary the following services included in the Partner 100 Plan:

Access to the platform on a dedicated sub-domain (e.g. https://yourcompany.codeoftalent.com) for up to 100 users/month and 20 trainers;
Additional users over the number included in the plan can be added at a price of 6.99 euro/user/month;
Set-up and access rights configuration for the Admin role – which will be able to create new training programs, edit or duplicate existing ones and to create new users (the platform accommodates the following types of users: Participant, Observer, Trainer, Administrator) profiles or edit existing ones;
Train the trainer program for up to 20 trainers from the Beneficiary’s company;
15% commission from the contract value for every new deal where the Beneficiary introduces the Company;
25% commission from the contract value for every new deal where the Beneficiary’ works together with the Company to close the contract (contributes with marketing & sales efforts);
5% commission from any contract renewal that the Beneficiary’ contributed to.

License Price

The License Price is, at the signing date of this Agreement and for the first contractual year:

EUR 1188 for BASIC
EUR 4188 for PARTNER 50
EUR 7188 for PARTNER 100.

Territory

The Beneficiary has the right to use the Product for all of its entities

Invoice and Payment

The value of all fees does not include the VAT which shall be applied separately if the case.
The invoice shall be issued using exchange rate from the date of payment, immediately after the Beneficiary shall perform the payment, using the card.
The invoice shall be issued starting with the beginning of each contractual year, based on the subscription plan. If the Beneficiary does not perform the payment, totally or partially, within the term, the Beneficiary shall be bound to pay penalties of 0,15% for each day of payment delay (the total value of the penalties may exceed the level of the main debt) of the amount which has not been paid on the due date and will provide the Provider the right to suspend offering the Services and access rights.

Beneficiary’s obligations towards the end users

The Beneficiary understands that the Provider has no control nor the obligation to act regarding: the end users; the content which is accessed /loaded/ used / interpreted by the end users through the Platform; the accuracy, the conformity with the copyright rules, the lawfulness or the decency of the information loaded on the Platform or which can be found on the links towards other websites outside the Platform, the above actions being in the exclusive control of the Beneficiary. The Beneficiary undertakes to inform the end users in relation to the above.

Intellectual Property

The Provider owns all intellectual property rights regarding the Platform, including without limitation: (i) copyright over the software and over other component parts of the Platform; (ii) rights of industrial property, like its trademarks; (iii) commercial name, (iv) domain name, (v) content of the website www.codeoftalent.com, (vi) any form of commercial know-how and the Beneficiary understands that any use of intellectual property rights other than the use allowed through the present Agreement is forbidden, except for cases in which a different use is allowed in written by the Provider, otherwise being liable for payment of damages incurred by the Provider.

The Provider grants to the Beneficiary, for the entire duration of the present Agreement, a non-exclusive right to use the Platform. The Beneficiary will have the right to transfer the Platform to end users, only by using the same terms and conditions agreed with the Provider in the present Agreement. The Beneficiary, is the owner of the content created. The Beneficiary acknowledges that it is forbidden to copy, reproduce, modify, adapt or intervene in any way in relation to the Platform or the intellectual property rights associated with the Platform, including, but not limited to modify or create derivative works by using parts or components of the Platform, acknowledging that these rights belong entirely to the Provider. The Beneficiary undertakes not to harm the image or the reputation of the Provider’s intellectual property rights.

Confidentiality

The Parties undertake to keep confidential all “confidential information” which means any oral, written information or information in any other form which was not disclosed to the public, received or obtained by one Party directly or indirectly during the conduct of the activity of this Agreement, information referring to the Parties, their affiliates within or outside the country, their business, any of their clients or potential clients, as well as any information qualified as confidential and identified and notified by one Party to the other Party, as well as clients’ personal and identification data, including new data, obtained by the Parties following the performance of this Agreement, plans, internal policies and procedures and any other documents created or obtained by the Parties, either directly or indirectly, for the performance of the present Agreement.

Data storage and processing

The Beneficiary agrees to the use of Amazon Webservices by the Provider and understands that the Provider is not responsible for the security of Data storage in the cloud of Amazon Webservices. The Beneficiary undertakes to grant access to the Provider in the Platform only with respect to Data necessary to be accessed for accomplishing the Provider’s obligations. The Provider will have temporary and limited access to the Data in the Platform, (i) for interventions in order to solve a technical failure of the Platform: only at the express request of the Beneficiary and using an access password given by the Beneficiary; (ii) for maintenance services of the Platform, including updating services: whenever these operations are necessary. The Beneficiary must apply the adequate technical and organizational measures to protect personal data against accidental or illegal damage, loss, modification, disclosure or unauthorized access, especially, if such data processing involves data transfers within a network, as well as against any other form of illegal processing.

Right to Sublicense

The Provider grants to the Beneficiary the right to sub-license (“Sublicense”) the Product to third Parties, provided that the Beneficiary cumulatively observes at all times the below conditions:

Any Sublicense granted by the Beneficiary to third parties shall be limited to the rights and obligations regulated herein for the Beneficiary;
The Beneficiary expressly accepts that any Sublicense agreement shall be valid only to the extent that the present Agreement is still in full force and effect; if the present Agreement is terminated, any sublicense agreement shall be immediately and automatically terminated as well;
The Beneficiary expressly accepts that any Sublicense agreement shall be concluded in the form attached herein as Annex 1;
The Beneficiary is fully liable towards third parties with respect to the observance of its obligations under the Sublicense agreements;
The use of the Product by third parties will be subject to the observance by any such third parties of the terms and conditions of the Product.

In case any of the above conditions are not met at any time, the Provider has the right to early terminate this Agreement by granting a notice of termination with immediate effect, without any other formality and without the intervention of a court of law.

Sublicense Commission

1.1. The Beneficiary’s compensation for each Sublicense agreement concluded by the Beneficiary with third parties shall be the margin agreed by the Parties which will be kept by the Beneficiary from the Fees received from the new Client and a monthly fee that covers the sales and marketing efforts for approaching the target market (the “Commission”).

For every sublicensing agreement signed by the Beneficiary with a new client an Addendum to this Agreement will be concluded stipulating the name of the new client and the commercial conditions (fees, number of users, period, etc.). Once the Beneficiary signs the sub-licensing agreement with the new client an order form with the necessary details for setup and implementation will be sent to the Company via email and by using the template provided by the company.

1.2. Immediately upon the payment of the Fees by each Client, the Beneficiary will inform the Company which will issue the invoice for the amount representing the Client Fees, less the Commission stipulated above under article 1.1. of this section. The invoice will be issued in the same currency in which the fee has been billed; in case the invoice is issued in other currency than the currency in which the fee has been billed, the Beneficiary undertakes the risks of currency exchange rate.

1.3. The Company shall have no liability to reimburse any expenses incurred by the Beneficiary except with the Company’s prior written agreement and the Beneficiary producing receipts or other appropriate evidence of payment.

Assignment

The Beneficiary undertakes not to assign the rights and obligations of this Agreement without the written consent of the Provider.

Email addresses for notice

contact@52.209.89.212

Early termination of the Agreement

By the Provider, immediately in case of failure of the Beneficiary to comply with any of its obligations;

By any of the Parties, with a prior notice of 60 days.

Governing law / Jurisdiction

Romanian law / Romanian courts of law

Other provisions

This constitutes the sole record of the agreement between the Parties and supersedes any previous agreement, whether express or implied between the Parties. The Parties representatives’ have all powers required under the law to sign the present agreement and the representatives personally guarantee fulfillment of all obligations under this Agreement.

SECTION B – DESCRIPTION, TECHNICAL & SLA

1. DESCRIPTION OF MODULES OF THE MICRO-LEARNING PLATFORM “CODE OF TALENT”

The micro-learning platform (“Platform”) Code Of Talent, is a digital learning environment in the form of a digital board game where trainers can design customized learning journeys (programs) and deliver to their learners (users/ participants) by uploading multimedia content and specific learning tasks as well as provide personalized feedback. The Platform can be used as digital support tool for learning and training sessions or as an autonomous digital learning environment.

The Platform is built on four main functional dimensions:

At individual level, each user has a personalized interface depending on his/her role in the program;
At social level, the platform provides communication and learning functionality within the community;
The involvement of the trainer during the learning experience of the participants through feedback, evaluation and interaction;
Gamification features that enable the creation of a digital board game consisting of an interactive learning journey that utilizes missions, levels, milestones, points, badges, energy level etc.

The Platform accommodates the following types of users: Participant, Observer, Trainer, Administrator. Depending on the role, the users get access to the functionalities such as the following but not limited to:

Participant

Views and resolves missions set on training;
Views the knowledge on the cards set on missions;
Views the trainer’s feedback and the badges received from the trainer or other users/ participants;
Accumulates points for each solved task;
Views in real-time his/her position and of other participants;
Views own and overall community’s energy level;
Has access to the other participant’s responses (only after his/her response was registered);
Can award badges for his/her colleagues’ responses;
Can message privately 1 to 1 with any participant, trainer and visible observer;
Can post messages on the discussion board and take part in debates launched by trainer;
Has access to a pdf with all missions, answers and trainer’s feedback and receives a participation diploma at the end of the program.

Observer

Views the participants’ answers, users’ comments and trainer’s feedback;
Views participants progress along the digital journey;
Views in real-time his/her position and of other participants;
Views own and overall community’s energy level;
Has access to the other participant’s responses (only after his/her response was registered);
The visible observer can post messages on the discussion board and take part in debates launched by trainer;
The visible observatory can send and receive messages 1 to 1 from the participants.

Trainer

Administrates the missions, levels and milestones of a training program;
Awards points, feedback and badges to the participants based on their answers/ solutions;
Can delete the answer given by a participant;
Has access to the statistics with the progress of each participant;
Can launch debates for the participants;
Can send and receive messages 1 to 1 from the participants and observers.

Administrator

User management: both client entities and their individual users/ participants
Can create / administer new training programs;
Can duplicate existing training programs;
Can view all added training programs.

In setting up a training program/ learning journey, an administrator can use one of the 8 missions available:

Story – users are required to add a story;
Idea – users are required to add an/multiple idea;
Proof
- Video – users are required to respond by loading a video;
- Image – users are required to respond by loading a photo;
Quiz – users are required to choose the correct answer/answers from a set of questions;
Survey – users are required to respond to a survey;
Point of view – users are required to add their personal point of view related to a topic;
Learning users are required to express what they have learnt from a specific experience/ task;
Question – users are required to respond to an open question.

For each task added and each response, the user can set photo attachments (.jpg, .png, .gif), text (.pdf, .doc, .xls), video (.mp4) or video link from Youtube / Vimeo.

In addition, the Provider shall develop in the application designed for the Beneficiary the following functionalities:

Integration with cu Active Directory for the automatic import of the Beneficiary’s users in the Code of Talent Platform
Possibility to set up a minimum score for the testing sessions
Possibility to import the questions designed for a testing session from excel, by setting up the number of questions and their random selection.

2. DESCRIPTION OF TECHNICAL PARAMETERS AND SERVICE LEVEL AGREEMENT FOR THE MICRO-LEARNING PLATFORM “CODE OF TALENT”

The Platform has the following technical parameters:

The Platform is represented by a web application, available using any device having access to the internet by connecting it to a web address;
The Platform is delivered as Software as a Service (SaaS);
The Platform is host in the Cloud of Amazon Web Services Europe, the Amazon infrastructure having the highest technical, security and continuity standards;
The connexions are secured by SSL in order to ensure the security of the data transfer;
The Platform is built to deliver „High Availability” and „Disaster Recovery”.

The Provider undertakes to observe the following SLA (Service Level Agreement):

To ensure a good functionality of the platform and its available functionalities, as defined in the Agreement and its annexes;
To notify the planned maintenance period with at least 2 days prior to the operation. As possible, these periods shall be outside the 08-20 hourly intervals of the business days.
To ask in case of emergency the Beneficiary’s approval in order to perform the unplanned maintenance works. The approval can be obtained by phone or by e-mail. Upon receipt of the approval from the Beneficiary, the Provider will not be held liable for the incorrect functioning of the Service during the period set for such works;
To maintain an automatic backup system for data stored on the platform
To ensure the access to the Service through the Amazon Web Services uptime as a Cloud Service Provider, the terms of which are detailed by accessing the links below:

To respond and to solve any technical failure in the following parameters:

Type of the failure	Time of answer	Time for solving
Blocking failure	4 hours	1 business day
Major failure	8 hours	2 business days
Minor failure	1 business day	5 business days
Presentation failure	1 business day	7 business days

Blocking failure – completely prevents system operation
Major failure – prevents the operation of a component in the system
Minor failure – these are manifested by incorrect results, erroneous data or system deviations from specifications, without blocking the system or its components;
Presentation failure – deficiencies of the presentation, user interface, media or documentation that do not affect the functionality of the platform.
The times of response and solution above-mentioned are estimated and the failure classification will be performed by the Provider and The Beneficiary undertakes to use the service in the parameters specified by the Provider and inform the Provider for any technical failure as soon as it is identified at one of the following email addresses: support@52.209.89.212 or braila@52.209.89.212.

SECTION C – Data Protection agreement

the entering into force of the Regulation (EU) no. 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) – hereinafter referred to as “the Regulation” and its direct application in all Member States of the European Union starting with 25.05.2018, as well as any subsequent national or EU laws and regulations implementing the said Regulation;
the use, by the end users (hereinafter collectively referred to as “the Users”) of the online Platform made available by the Provider based on the Agreement;
the entering by the Users and/or Beneficiary, into the Platform, of different personal data of the Users (“the Data”);
the Provider’s possibility to access, as processor of the Beneficiary, the Data stored into the Platform, in order to accomplish its contractual obligations (e.g. granting access in the Platform to the Users, providing technical assistance in case of failures of the Platform, updating of the Platform), hereinafter referred to as “the Provider’s obligations”;

The Parties agreed to establish through the present Section C of the Agreement specific provisions regarding the personal data protection, as follows:

1.1. The Beneficiary undertakes to completely and exactly inform the Users the specificities of the use of the Platform, by expressly stipulating the categories of personal data (“Data”) that are collected and / or stored through the Platform, the legal basis of the Data processing, the scope, the category of recipients of such Data, the transfer of the Data, as well as the rights and obligations of the Users. The Provider shall make available to the Beneficiary all the information regarding the specificities for using the Platform as well as the categories of Data requested by the Provider for the use of the Platform.

1.2. The Beneficiary undertakes to obtain the Users’ consent regarding all the provisions of the Terms of use of the Platform, as well of the Privacy Policy, as these documents were drafted (and as they may be amended from time to time by the Provider) and brought to the attention of the Beneficiary and of the Users through the Platform. The aforementioned documents are auxiliary to the Agreement and are made in order to enable the Provider to perform its obligations under the Agreement. The lack of consent by the Users will hinder the access in the Platform.

1.3. The Beneficiary understands that it is solely liable of the acceptance by the Users of the documents mentioned at point 1.2 above and consequently, it understands its entire liability in case the Users will proceed against the Provider with respect to the provisions of these documents.

2. Data access by the Provider and the measures of security of Data

2.1. The Parties agree that the Data available in the Platform will be accessed and/or used by the Provider only through persons authorised in this regard by the Provider, namely the Provider’s employees with attributions in this regard or the third parties with whom the Provider has concluded contracts of Data storage in cloud (if the case) (“Authorized Persons”). The Authorized Persons will access / use the Data in order to accomplish the Provider’s Obligations and only if it is necessary, namely in cases, including, but without limitation (i) intervention services by the Provider in order to solve a technical failure, at the express request of the Beneficiary, (ii) for the maintenance services, including the automatic backup system for Data stored on the Platform, (iii) for testing operations and quality assurance, etc.

2.2. Data storage and access of the Provider to the Data

2.3. The Beneficiary understands and agrees that Data storage in the cloud infrastructure of Amazon Webservices Europe (Amazon Web Services EMEA SARL). The Provider guarantees that the Data is storage in EU or SEE and are not transferred in countries which do not confer a level of protection considered satisfactory in EU.

2.4. Taking into consideration the principle of minimising the processing of Data, the Beneficiary undertakes to grant access to the Provider in the Platform only with respect to Data necessary to be accessed for accomplishing the Provider’s Obligations.

2.5. The Provider will have temporary and limited access to the Data in the Platform, as follows:

(i) For interventions in order to solve a technical failure of the Platform: only at the express request of the Beneficiary and using an access password given by the Beneficiary;

(ii) For maintenance services of the Platform, including updating services: whenever these operations are necessary.

2.6. The Beneficiary undertakes to perform, in cases stipulated by the Regulation, the Data protection impact assessment.

2.7. After deletion of any account, by any reason and at the termination of the Agreement, the Provider undertakes to implement the necessary technical measures in order to anonymise all Data from the respective account, as well as Data associated to that respective account which (i) are published in the accessible interface of the Platform and which (ii) are identified in the accounts of other Users. Also, within 90 days as of the termination of the Agreement, the Provider undertakes to return to the Beneficiary a complete copy of all Data in its possession by securely transferring the files in electronic format and to ensure the deletion of all other copies of Data processed by the Provider or a third party with whom it collaborates (e.g. the cloud services provider Amazon Web Services).

3. Limitation of Provider’s liability

3.1. The Beneficiary agrees with the limitation of Provider’s liability, as stipulated in the Terms of use of the Platform, agreeing that the Provider has no control nor the obligation to act regarding:

a) The Users which have access into the Platform, they being designated by the Beneficiary or by the Beneficiary’s clients;
b) the content which is accessed by the User through the Platform, content which is loaded on the own liability of each and every User or by the Beneficiary or the Beneficiary’s clients;
c) the effect on the User of the content accessed by the User through the Platform;
d) the interpretation or use by the User of the content of the Platform;
e) the actions made by the User as a result of accessing the content of the Platform;
f) the content, the accuracy, the conformity with the copyright rules, the lawfulness or the decency of the information loaded on the Platform or which can be found on the links towards other websites outside the Platform,

all the actions above being on the exclusive control of the Beneficiary, as solely liable person, or in the User’s control / employees, as the case may be.

4. Data processing

4.1. The Beneficiary expressly agrees with the following:

4.1.1. Types of Data processed by the Provider: any Data to which the Provider has access in order to accomplish its obligations, including Data of legal representatives of the Beneficiary or Users’ Data;

4.1.2. Legal basis of Data processing: performing of the Agreement;

4.1.3. Scope of Data processing: accomplishing the Provider’s obligations;

4.1.4. Duration of Data processing: the entire duration of the Agreement;

4.1.5. Data’s recipients: The Beneficiary, the Provider, their authorised employees, the User’s employer, or other Users from the employer, in case the employer is a client of the Beneficiary;

4.1.6. Transfer of Data: Data can be transferred in states of the European Union, without being necessary the prior consent of the User. In case the Provider will intent to transfer the Data in states outside the European Union, the User will be informed in advance;

4.1.7. Access of Data: Data will be accessed by the Provider’s Authorized Persons only for the purposes mentioned herein above, being obliged to observe the confidentiality of Data and instructed with respect to the protection of Data;

4.1.8. Modality of Data processing: through automatic means and manually.

The Parties agree that the present Section C is part of the Agreement, the Agreement being therefore completed with the provisions of the present annex.

Annex 1 (Template of sublicense agreement) can be accessed by following this link.