SECTION A – KEY DETAILS

Scope

Code of Talent SRL (The Provider) agrees to provide a license over the Product and to provide the Services described in this Agreement, enabling the Beneficiary to design and deliver digital training programs for the employees of its clients (end users), on the terms of this Agreement.

Nonexclusive appointment of Service

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

The Provider shall provide to the Beneficiary access to the Product and the related “Services”:

• Licensing;
• 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;
• One dedicated sub-domain (for example: https://beneficiary.codeoftalent.com) with co-branding personalization;
• Special 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 or edit existing user profiles;
• One microlearning journey with 4 missions uploaded;
• Assistance (remote feedback and coaching) for user journey design for 1 training program to maximize the engagement level and learning ROI;
• One train the trainer workshop session provided remotely for the Beneficiary’s trainers with provision of standards and guidelines.

CONSULTING & ADDITIONAL SERVICES

• Consultancy on adaptation of training content, content development and/or learning journey configuration to maximize relevance & engagement;
• On-going active supervision during the digital follow-up period of a particular project.
• Additional train the trainer session
• Learning journey made by the Beneficiary set-up into the platform

The Services listed and described above shall not be interpreted restrictively, and they are to include any other auxiliary activity of the same nature, related to the expressly described services, if the auxiliary services are obviously necessary for the fulfilment of the Agreement scope under the best circumstances. Thus, the Agreement scope is considered to be supplemented with any activity agreed upon by the Parties and stipulated in any annex or addendum to the Agreement, irrespective of whether there is a special reference to this fact in the said document or not.

Fees

1. For the Services the fees are according to the chosen package.
2. For the consultancy or any additional services, subject to a Request for Consultancy the Beneficiary will pay to the Provider a fee which will be mentioned into another offer to this Agreement and it shall be considered as an integral part of this Agreement. The offer will be signed by the representatives of both Parties and it will also include information about the service, terms and conditions of the payment, as well as the following information, if the case: the name of the program/client, duration, location, number of participants, quantity of content, number of learning journeys / programs, etc.

Invoice and Payment

• The value of all fees does not include the VAT which shall be applied separately if the case.
• The invoice for the implementation fee shall be issued by the Provider within 5 days after the Agreement signing date and the invoice for the post-implementation and on-going services shall be issued by the Provider at the beginning of each calendar month for the previous calendar month and the Beneficiary will make the payment by bank transfer in the bank account mentioned on the invoice.
• The invoice shall be due in 15 days as of its issuance. If the Beneficiary does not perform the payment, totally or partially, within this 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 Customers

The Beneficiary understands that the Provider has no control nor the obligation to act regarding: the Customers; the content which is accessed /loaded/ used / interpreted by the Customers 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 Customers 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 Customers, only by using the same terms and conditions agreed with the Provider in the present Agreement. The Provider is and remains the owner of the copyright of the products 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.

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

Provider : contact@codeoftalent.com

Beneficiary: the email provided when first contacted Code of Talent, unless specifying otherwise.

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;
• Quizz – 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 thery 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.

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:
  • https://aws.amazon.com/rds/sla/
  • https://aws.amazon.com/cloudfront/sla/
  • https://aws.amazon.com/ec2/sla/
  • https://aws.amazon.com/s3/sla/

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

• 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@codeoftalent.com or braila@codeoftalent.com