IMPORTANT – READ THIS CAREFULLY BEFORE USING OR ACCESSING THIS PROPRIETARY PRODUCT.

• Definitions.

1. 1. 1. “Affiliate” means, with respect to a party, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of fifty percent (50%) or more of the outstanding voting securities (but only for as long as such entity meets these requirements). 
      2. “Customer Data” means Customer’s candidate and other related data: (a) supplied by Customer to TalentWall™ under this Agreement, or (b) imported into the System by Customer or TalentWall™ via third-party providers. Customer Data does not include Usage Data or Aggregated Data. 
      3. “Documentation” means the user materials and other documentation made available by TalentWall™ to Customer for the Service and the System.
      4. “Implementation Services” means the loading of Customer Data and provision of other implementation, set up and training services for the System as listed and described in the applicable Order.
      5. “Order” means any written document agreed to and executed by TalentWall™ and Customer setting forth the specific terms and conditions relating to the Services requested by Customer.  Each agreed upon Order will (a) reference this Agreement, (b) be incorporated by reference into this Agreement, and (c) be subject to the terms and conditions of this Agreement.
      6. “Services” means collectively, (a) Implementation Services (b) System Access, (c) training services and (d) support services described in an Order to be provided by TalentWall™ pursuant to this Agreement.
      7. “Software” means TalentWall™’s proprietary software programs made available by TalentWall™ via the internet to Customer as part of the System, including any modified, updated, or enhanced versions of such software that may become part of the Software.
      8. “System” means TalentWall™’s on-line recruiting management system, a web-based application that increases the efficiency of managing Customer’s recruitment process that consists of the Software and databases containing Customer Data.
      9. “System Access” means access to the System pursuant to this Agreement as listed and described in an Order.
      10. “Usage Data” means any content, data, or information that is collected or produced by the System in connection with use of the Services that does not identify Customer or its Users, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the System.
      11. “User” means any individual employee or independent contractor of Customer or its Affiliates for whom System Access is authorized by Customer.

• Services.

1. 1. 1. Provision of Services by TalentWall™.  Subject to the terms and conditions of this Agreement, TalentWall™ shall perform the Implementation Services and provide Customer with System Access and other Services as described in the applicable Order.
      2. Cooperation.  Customer shall use reasonable commercial efforts to supply to TalentWall™ the Customer Data along with access to personnel resources reasonably requested by TalentWall™ that are necessary for TalentWall™ to provide the Services set forth in the applicable Order.  The parties shall reasonably cooperate with each other to facilitate TalentWall™’s provision of the Services for Customer.  
      3. Resources.  Customer will access the System via the internet and therefore, Customer shall be responsible for, at its own expense, acquiring, installing and maintaining all connectivity equipment, internet and network connections, hardware, software and other equipment as may be necessary for its Users to connect to and obtain System Access.
   2. Customer’s Use of the System.  
      1. Access and Use Rights.  Subject to the terms and conditions of this Agreement, TalentWall™ hereby grants to Customer, during the Term, a non-exclusive, non-sublicensable right to access and use the System solely for Customer’s or Customer’s Affiliates’ internal business purposes and in accordance with the Documentation and the terms and conditions of this Agreement.  Under the rights granted to Customer under this Agreement, Customer may permit employees and independent contractors of its Affiliates to become Users in order to access and use the System in accordance with this Agreement; provided that Customer shall be liable for the acts and omissions of all Customer Affiliates and Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement.  Customer shall not, and shall not permit any User to use the System, Software or Documentation except as expressly permitted under this Agreement.  
      2. Restrictions.  Customer shall not provide or permit use of or access to the System to any third party without the prior written approval of TalentWall™ in each instance, except as expressly permitted under this Agreement.  Customer, Affiliates and independent contractors may not access the System for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.  In addition, Customer, Affiliates and their independent contractors may not: sell, resell, rent or lease the System; copy, frame or mirror any part or content of the System; or access the System in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the System.
      3. Evaluation Period.
         1. Evaluation Period Access and Use Rights. If Customer is accessing and using the System free of charge for evaluation purposes, this Section 3.3 shall apply and take precedence over any inconsistent or conflicting terms until Customer purchases a right to access and use the System. Subject to the terms and conditions of this Agreement, TalentWall™ grants to Customer, for a period mutually agreed to by the parties (“Evaluation Period”), a revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the System solely for Customer’s internal business purpose of evaluating and testing the System and validating the functionality of the System to determine whether to purchase a full right to access and use the System and subject to any limitations specified by TalentWall™. During the Evaluation Period, access to and use of the System will be free of charge. Customer may elect to purchase a right to access and use the System by notifying TalentWall™ prior to the expiration of the Evaluation Period and paying the applicable Fees in accordance with this Agreement.  Upon payment of such Fees, TalentWall™ will grant Customer a right to access and use the System for Customer’s future use of the System in accordance with Section 3.1.  If Customer does not purchase such a right to access and use the System prior to expiration of the Evaluation Period, Customer’s right to access and use the System free of charge will terminate.  
         2. Evaluation Period Disclaimer and Limitations of Liability. CUSTOMER’S USE OF THE SYSTEM DURING THE EVALUATION PERIOD IS ENTIRELY AT CUSTOMER’S OWN RISK.  NOTWITHSTANDING SECTIONS 7.1, 8.1, AND THE CAP ON DAMAGES IN SECTION 9 OF THIS AGREEMENT, DURING THE EVALUATION PERIOD, THE SERVICES ARE PROVIDED “AS-IS”, WITHOUT ANY WARRANTIES OF ANY KIND, AND TALENTWALL WILL HAVE NO INDEMNIFICATION OR DEFENSE OBLIGATIONS OR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE IN NO EVENT WILL TALENTWALL’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE EVALUATION PERIOD EXCEED $100. Except as altered in this Section 3.3, all other terms of this Agreement shall apply and govern Customer’s use of the System during the Evaluation Period.  TalentWall™ will have no obligation during the Evaluation Period to correct any bugs, defects or errors in the System or to otherwise support or maintain the System.
   3. Pricing; Payment; Taxes.
      1. Price.  The fees for Services will be agreed upon and set forth in the applicable Order (“Fees”) and Customer agrees to pay TalentWall™ all such agreed upon Fees in accordance with the terms of this Agreement and the applicable Order.  Fees do not include, and as between TalentWall™ and Customer, Customer is responsible for payment of all taxes, fees, duties, and other governmental charges arising from the payment of any fees or any amounts owed to TalentWall™ under this Agreement (excluding any taxes arising from TalentWall™’s income or any employment taxes).  Prices for any Services requested by Customer that are not set forth in an Order shall be charged as mutually agreed to by the parties in a writing executed by representatives of each party.
      2. Payment.  Unless the applicable Order provides otherwise, Customer will pay correctly invoiced Fees and expenses within 30 days after Customer’s receipt of the applicable invoice for such Services.  All payments will be made in United States dollars.
      3. Purchase Orders.  If Customer requires issuance of purchase orders, Customer shall promptly issue such purchase orders with respect to the Services purchased by Customer pursuant to the applicable Order.  Services are deemed “purchased” upon the earlier of System Access or commencement of implementation activities.
   4. Term and Termination.
      1. Term.  This Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement (the “Term”).  The term of each Order shall be set forth in such Order.
      2. Termination.  
         1. Termination or Suspension During the Evaluation Period. During the Evaluation Period, TalentWall™ may: (i) terminate this Agreement for any reason upon written notice to Customer; or (ii) suspend Customer’s access to and use of the System, without notice, for any reason, including, but not limited to, Customer’s breach of this Agreement or conduct that TalentWall™ believes is otherwise harmful. Customer acknowledges and agrees that TalentWall™ will not be liable to Customer for any termination of this Agreement or suspension of Customer’s access to the System under this Section.
         2. Termination when no Orders are in Place. If all Orders have expired or have been terminated, either party may terminate this Agreement upon written notice to the other party. 
         3. Termination for Breach. Either party may terminate this Agreement and all Orders if the other party breaches any material provision of this Agreement and does not cure such breach (provided that such breach is capable of cure) within 30 days after being provided with written notice thereof.  If Customer terminates this Agreement and all Orders for TalentWall™’s uncured breach in accordance with the terms of this Section 5.2(c), promptly after the effective date of such termination, TalentWall™ shall refund a pro-rata portion of the Fees for System Access paid by Customer under the applicable Order for the remainder of the Term for which Customer paid (the “Pro-Rata Refund”).  Unless Customer terminates this Agreement for TalentWall™’s uncured breach in accordance with this Section 5.2(c), such termination shall not terminate or affect Customer’s obligation to make payments to TalentWall™ for Services agreed upon by Customer prior to termination or expiration and Customer shall not be entitled any refund of prepaid Fees.
      3. Effects of Termination.  Upon expiration or termination of this Agreement for any reason:  (a) any amounts owed to TalentWall™ under an Order before such termination or expiration will be immediately due and payable, (b) all rights granted in this Agreement will immediately cease, (c) Customer must promptly discontinue all access and use of the System and return or destroy, all copies of the Documentation in Customer’s possession or control and (d) TalentWall™ will promptly return, destroy or erase all Customer Data (excluding Customer Data that is automatically archived by TalentWall™’s backup systems in accordance with TalentWall™’s retention policies, on the condition that all such Customer Data remains subject to the confidentiality requirements set forth in Section 10 of this Agreement).  Sections 1, 3.3(b), 5.3, 6, 8, 9, 10, and 11 will survive termination of this Agreement for any reason. 
   5. Proprietary Rights.
      1. Customer.  As between the parties, Customer owns all right, title and interest in Customer Data that Customer has provided to TalentWall™ under this Agreement and any reports produced by the System with respect thereto, including all intellectual property rights therein.  
      2. Customer Data License Grant.  Subject to the terms and conditions of this Agreement, Customer hereby grants to TalentWall™ and its authorized representatives and contractors, during the Term, a non-exclusive, non-transferable (except as permitted by Section 11.1) license to use the Customer Data solely for the limited purpose of performing the Services for Customer and fulfilling its other obligations and exercising its rights  under this Agreement.
      3. TalentWall™.  The Software, Documentation, Services, all proprietary technology utilized by TalentWall™ to perform its obligations under this Agreement, and all intellectual property rights in and to the foregoing, are the exclusive property of TalentWall™, its licensors and suppliers.  TalentWall™ or its third party licensors retain ownership of all right, title, and interest to all copyrights, patents, trademarks, trade secrets, and other intellectual property rights in and to the System, including without limitation the Software, Documentation, customizations, and enhancements, and all processes, know-how, and the like utilized by or created by TalentWall™ in performing under this Agreement.  Any rights not expressly granted to Customer hereunder are reserved by TalentWall™, its licensors and suppliers.  Customer’s access and use of the System is non-exclusive.
      4. Aggregated Data. Notwithstanding anything in this Agreement to the contrary, TalentWall™ may analyze Customer Data to create a de-identified and aggregated data set that does not identify Customer or its Users (collectively, “Aggregated Data”). TalentWall™ retains ownership of all right, title, and interest in and to Aggregated Data. TalentWall™ may use Aggregated Data for any lawful purpose, including, but not limited to, for marketing purposes and to improve and provide the Services.
      5. Usage Data. TalentWall™ retains ownership of all right, title, and interest in and to the Usage Data. TalentWall™ may use Usage Data in connection with its performance of its obligations in this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve TalentWall™’s services, systems, and algorithms.

• Warranty; Disclaimers.

1. 1. 1. System Access.  During the Term, TalentWall™ warrants that the System will perform in accordance with the Order and the Documentation.  TalentWall™ does not warrant that the System will be completely error-free or uninterrupted.  TalentWall™ will, at its own expense and as its sole obligation and Customer’s exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct or provide a workaround for any reproducible error in the System reported to TalentWall™ by Customer in writing within 30 days after Customer experiences the error (“Error”).  If, however, TalentWall™ is unable to provide a correction or workaround for any such Error within 60 days after receiving notice of an Error from Customer, Customer may terminate this Agreement upon notice to TalentWall™ and, as its sole obligation, TalentWall™ shall refund to Customer the fees pre-paid by Customer for the remainder of the Term.  The warranties set forth in this Section 7.1 do not cover or apply to (a) any Error caused by Customer or third-parties, or (b) any Error or unavailability of the System caused by use of the System in any manner or in any environment inconsistent with its intended purpose.
      2. Mutual Warranties.  Each party represents and warrants that: (a) it has the full right, power and authority to enter into, execute, and perform its obligations under this Agreement; (b) it will not transmit to the other party any Malicious Code.  “Malicious Code” means software viruses, worms, Trojan horses, time bombs, cancelbots or other harmful computer code, files, scripts, agents, programs or programming routines, and that (c) its shall comply with those laws and regulations applicable to such party.
      3. Right to Customer Data.  Customer represents and warrants that it has the right to: (a) use the Customer Data as contemplated by this Agreement, and (b) grants TalentWall™ the license in Section 6.2.  
      4. Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
   2. Indemnification.
      1. Claims Against Customer.  TalentWall™ will defend, at its own expense, any claim, suit or action against Customer brought by a third party to the extent that such claim, suit or action is based upon an allegation that the Software infringes any intellectual property rights of such third party (each, “Customer Claim”), and TalentWall™ shall indemnify and hold the Customer harmless from and against those losses, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) that are attributable to such Customer Claim or those costs and damages agreed to in a monetary settlement of such Customer Claim.  The foregoing obligations are conditioned on Customer:  (a) promptly notifying TalentWall™ in writing of such Customer Claim; (b) giving TalentWall™ sole control of the defense thereof and any related settlement negotiations; and (c) reasonably cooperating and, at TalentWall™’s request and expense, assisting in such defense.  In the event that the use of the Software is enjoined, TalentWall™ shall, at its option and at its own expense either (a) procure for Customer the right to continue using the Software, (b) replace the Software with a non-infringing but functionally equivalent product, (c) modify the Software so it becomes non-infringing or (d) terminate this Agreement and refund the amounts paid by Customer for System Access that relate to the period during which the Software was not usable by Customer.  Notwithstanding the foregoing, TalentWall™ will have no obligation under this Section 8.1 or otherwise with respect to any infringement claim based upon:  (1) any use of the System in violation of this Agreement; (2) any use of the System in combination with products, equipment, software, or data not supplied or approved by TalentWall™ if such infringement would have been avoided without the combination with such other products, equipment, software or data; or (3) any modification of the System by any person other than TalentWall™ or its authorized agents or subcontractors.  This Section 8.1 states TalentWall™’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.
      2. Claims Against TalentWall™.  Customer will defend, at its own expense, any claim, suit or action against TalentWall™ brought by a third party to the extent that such claim, suit or action is based upon Customer’s or TalentWall™’s use of any Customer Data in accordance with this Agreement (“TalentWall™ Claim”), and Customer shall indemnify and hold TalentWall™ harmless from and against those losses, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) attributable to such TalentWall™ Claim or those costs and damages agreed to in a monetary settlement of such TalentWall™ Claim.  The foregoing obligations are conditioned on TalentWall™: (a) promptly notifying Customer in writing of such TalentWall™ Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer’s request and expense, assisting in such defense.  Notwithstanding the foregoing, Customer will have no obligation under this Section 8.2 or otherwise with respect to any TalentWall™ Claim to the extent based upon any use of the Customer Data by TalentWall™ in violation of this Agreement.
   3. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SYSTEM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO TALENTWALL UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.  THE LIMITATION OF LIABILITIES SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO THE OBLIGATIONS UNDER SECTION 8.

• Confidentiality. 

1. 1. 1. Definition.  “Confidential Information” means all information disclosed by one party (“Discloser”) to the other party (“Recipient”) relating to or disclosed in the course of the performance of this Agreement.  Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to a third party, because of legends or other markings, the circumstances of disclosure or the nature of the information itself.  The Software, System and Documentation shall be considered TalentWall™’s Confidential Information, notwithstanding any failure to mark or identify it as such.  

• Protection.  Recipient will not use any Confidential Information of the Discloser for any purpose not expressly permitted by this Agreement, and will disclose Confidential Information only to the employees or, subject to Section 3, individual independent contractors of Recipient who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder.  Recipient will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

• Exceptions.  Recipient’s obligations under Section 10.2 above with respect to any Confidential Information of Discloser will terminate if and when Recipient can document that such information:  (a) was already lawfully known to Recipient at the time of disclosure by Discloser; (b) is disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of the Confidential Information.  In addition, Recipient may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that Recipient notifies Discloser of such required disclosure in writing prior to making such disclosure and cooperates with Discloser, at Discloser’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

• General Provisions.

1. 1. Assignment.  Neither party may assign or transfer, by operation of law or otherwise, this Agreement or any of its rights under this Agreement to any third party without the other party’s prior written consent, such consent shall not be unreasonably withheld or delayed; except that either party may assign this Agreement without consent by operation of law or otherwise to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise.  Any attempted assignment or transfer in violation of the foregoing will be null and void.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and shall not confer any rights or remedies upon any person or entity not a party hereto.
   2. Force Majeure. Except for any payment obligations, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of any cause which is beyond the reasonable control of such party.
   3. Notices.  
      1. Notice to TalentWall™. All notices, consents, and approvals to TalentWall™ under this Agreement must be delivered in writing by electronic mail to legal-notices@talentwall.io and will be effective upon receipt. 
      2. Notice to Customer. All notices, consents, and approvals to Customer under this Agreement must be delivered in writing by electronic mail, courier, or certified or registered mail (postage prepaid and return receipt requested) to Customer at the address for Customer set forth on the signature page and will be effective upon receipt.  Additionally, electronic mail may not be used for providing legal notices to Customer but may be used: (i) to distribute routine communications to Customer, (ii) to obtain Customer’s approvals and consents, and (iii) to terminate the Agreement under Section 5.2(a) or 5.2(b).
   4. Governing Law.  This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado without reference to its choice of law rules.
   5. Remedies.  Except as otherwise expressly provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative.  Each party acknowledges and agrees that any actual or threatened breach of Sections 3 or 10 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, the breaching party agrees to waive any bond that would otherwise be required.  If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the non-prevailing party.
   6. Relationship of the Parties.  The parties acknowledge that TalentWall™ is an independent contractor of Customer, and its employees are not employees of Customer.  Nothing in this Agreement or any Order will be construed as creating a partnership, joint venture, or agency relationship between the parties, or as authorizing either party to act as an agent for the other or to enter contracts on behalf of the other.  Nothing in this Agreement is intended to confer any rights or remedies on any other person or entity, which is not a party to this Agreement.
   7. Waivers.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  Any waiver must be in writing and signed by the party entitled to the benefit of the right being waived.  Unless otherwise stated in the waiver, any waiver applies only to the specific circumstance for which the waiver is given and not to any subsequent circumstance involving the same or any other right.
   8. Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect.
   9. Counterparts.  This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.
   10. Entire Agreement.  This Agreement, including any Order and any exhibits or attachments thereto, constitute the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.  This Agreement sets forth the general terms and conditions applicable to all Services provided by TalentWall™ to Customer under the specific terms and conditions set forth in the applicable Order.  By executing this Agreement, the parties agree that the provision and receipt of Services are expressly conditioned on the acceptance of the agreed upon terms in this Agreement.  No other terms apply.  No terms and conditions proposed by either party shall be binding on the other party unless accepted in writing by both parties, and each party hereby objects to and rejects all terms and conditions not so accepted.  To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of the Order shall govern.  In addition, to the extent of any conflict or inconsistency between the terms and conditions of this Agreement and Customer’s purchase order, the terms and conditions of this Agreement and its Order will control.  This Agreement will not be modified except by a subsequently dated written amendment signed on behalf of TalentWall™ and Customer by their duly authorized representatives.