Terms & Conditions

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1. Parties

This Early Access Subscription Agreement (the “Agreement”) is entered into as of the Effective Date.

Between:

• The Hire Engine Inc. (“The Hire Engine”, “we”, “us”, “our”), an Alberta corporation, with its principal office in Edmonton, Alberta; and

• Client Legal Name (“Client”, “you”, “your”), a corporation/organization organized under the laws of __________, with its principal office at __________.

The Hire Engine and Client are each a “Party” and together the “Parties.”2. Background and Purpose

The Hire Engine provides a hiring validation platform and related professional advisory services designed to increase clarity and certainty in hiring. Client wishes to subscribe to Early Access to the Platform and receive the Services described in this Agreement.

This Agreement, including all Schedules, constitutes the entire agreement between the Parties and supersedes all prior proposals, discussions, and understandings relating to its subject matter.

3. Definitions

· “Effective Date” means the date of last signature (or electronic acceptance).

· “Platform” means The Hire Engine’s hiring validation platform, including HRXRay™, HirePool™, and related validation workflows, dashboards, reports, APIs, and related services made available by The Hire Engine from time to time.

· “Early Access” means pre-commercial, beta, prototype, or early-stage access to the Platform prior to general availability.

· “Platform Launch Date” means the public commercial launch date for general availability of the Platform, as communicated by The Hire Engine to Client in writing.

· “Services” means the subscription access to the Platform and any professional advisory services described in Schedule A.

· “Client Data” means data, content, and information submitted to the Platform by or on behalf of Client, including job-related information, role requirements, and authorized candidate-related data.

· “Personal Information” has the meaning given in applicable Canadian privacy legislation.

4. Scope of Services

4.1 Services. The Hire Engine will provide the Services described in Schedule A. Client acknowledges that the Platform is not a job board and not a traditional resume database; it is a hiring validation engine.

4.2 Changes. During Early Access, Platform features may be modified, improved, discontinued, or replaced as the Platform evolves. The Hire Engine may update the Services for security, compliance, quality, and product development reasons.

4.3 No Legal Advice. The Services do not constitute legal advice, accounting advice, or immigration advice. Client should obtain its own legal counsel regarding employment, human rights, and workplace regulatory matters.

5. Client Responsibilities

Client will:

a) ensure it has the legal authority and required consents to provide Client Data and Personal Information to The Hire Engine for the purposes of the Services;

b) use the Platform and Services only for lawful business and hiring-related purposes;

c) ensure its use of Platform outputs complies with applicable employment, human rights, privacy, and labour laws;

d) maintain appropriate internal policies for hiring and employment decisions, including human oversight; and

e) promptly notify The Hire Engine of any suspected unauthorized access to Client’s account.

6. Fees and Promotional Pricing

6.1 Limited-Time Promotional Offer. For a limited time, Client may select ONE of the following options (“Promotional Pricing”). Promotional Pricing is available only if Client executes this Agreement during the promotional period designated by The Hire Engine.

Option A – 6-Month Promotional Subscription

• Fee: $1,250 CAD per month (down from $2,500/month)

• Term: 6 months

• Billing: Quarterly in advance

• Quarterly invoice amount: $3,750 CAD

• Commencement: Four (4) weeks prior to the Platform Launch Date

Option B – Annual Promotional Subscription

• Fee: $1,000 CAD per month (down from $2,000/month)

• Term: 12 months

• Billing: Quarterly in advance

• Quarterly invoice amount: $3,000 CAD

• Commencement: Four (4) weeks prior to the Platform Launch Date

Option C – Annual (Pre-Paid) Promotional Subscription

· Fee: $1,000 CAD per month (down from $2,000/month)

· Term: 12 months

· Billing: Annually upon commencement and anniversary date

· Annual invoice amount: $9,000 CAD (discounted from regular subscription fee of $12,000 for prepayment)

· Commencement: Four (4) weeks prior to the Platform Launch Date

6.2 Early Subscriber Price Security. If Client subscribes under Promotional Pricing, Client’s subscription rate for the selected option will remain in effect for three (3) years, as long as Client maintains an uninterrupted, active subscription, subject to Section 8 (Renewal) and Section 7 (Payment).

6.3 Year Two Promotional Benefit. If ‘annual subscriber’ Client maintains an uninterrupted subscription through the first twelve (12) months of paid service, The Hire Engine will provide a one-time credit equivalent to three (3) months of Client’s then regular subscription fee, applied during Client’s second year (the “Year Two Credit”). Year two credit will be applied as a 25% discount per billing cycle. The Year Two Credit is forfeited if Client cancels before the end of the first 12 months or if Client’s account is in arrears.

6.4 Taxes. Fees are exclusive of applicable GST/HST and other taxes, which will be added as required by law.

6.5 Approved Expenses. Out-of-pocket expenses (e.g., optional background checks, paid advertising, travel) will only be incurred with Client’s prior written approval and billed at cost with no markup.

7. Payment Terms

7.1 Invoicing. The Hire Engine will invoice quarterly or annually in advance.

7.2 Payment Due Date. Invoices are due within fifteen (15) days of the invoice date.

7.3 Late Payment. Overdue amounts may accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by applicable law, whichever is lower.

7.4 Suspension. The Hire Engine may suspend access to the Platform and Services if Client fails to pay an undisputed invoice within ten (10) days after written notice of non-payment.

8. Term and Renewal

8.1 Term. The initial term is the option selected in the Order Form (Schedule C).

8.2 Renewal. Upon expiry, the subscription may renew on mutually agreed written terms. If the Parties do not agree, access will end at the end of the Term.

8.3 No Automatic Price Increases During Term. Promotional Pricing applies for the selected Term. Any pricing changes require written agreement for renewal periods, except as allowed for taxes or agreed add-ons.

9. Termination

9.1 Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days’ written notice.

9.2 Effect of Termination. Prepaid fees are non-refundable. Client remains responsible for all fees due up to the effective termination date.

9.3 Termination for Cause. Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure within ten (10) business days after notice, or becomes insolvent/bankrupt.

9.4 Survival. Confidentiality, privacy, IP ownership, limitation of liability, indemnities, and other provisions intended to survive will survive termination.

10. Confidentiality

Each Party shall keep confidential all non-public information of the other Party that is designated as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Each Party will use Confidential Information solely to perform obligations under this Agreement and will protect it using reasonable security safeguards.

Confidentiality obligations do not apply to information that is (i) publicly available without breach, (ii) independently developed without use of Confidential Information, or (iii) required to be disclosed by law (with notice where legally permitted). These obligations survive for five (5) years after termination.

11. Privacy, Data Protection, and Security

11.1 Compliance. The Hire Engine will comply with applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, Alberta’s Personal Information Protection Act (PIPA).

11.2 Roles. For purposes of providing the Services, Client is responsible for obtaining necessary authority/consents for Personal Information it provides. The Hire Engine will process Personal Information as necessary to deliver the Services.

11.3 Security Measures. The Hire Engine will maintain reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of Personal Information.

11.4 Data Minimization. Client agrees to provide only information reasonably necessary for hiring validation purposes.

11.5 CASL. Client represents that any commercial electronic messages (including recruiting outreach) sent using the Platform or in connection with the Services will comply with Canada’s Anti-Spam Legislation (CASL), and Client is responsible for its messaging content and consent requirements.

11.6 Breach Notification. The Hire Engine will notify Client of a material breach of security involving Client Data or Personal Information that is in The Hire Engine’s custody or control, as required by applicable law and consistent with reasonable incident response practices.

11.7 Cross-Border Processing. Client acknowledges that subcontractors or service providers may store or process data inside or outside Canada. The Hire Engine will use reasonable measures to ensure appropriate protections are in place.

12. Intellectual Property

12.1 The Hire Engine IP. The Platform and all associated methodologies, frameworks, templates, tools, assessments, software, algorithms, data models, AI workflows, and know-how (including improvements) are and remain the exclusive property of The Hire Engine.

12.2 License to Client. During the Term, The Hire Engine grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Client’s internal hiring and recruitment-related business purposes.

12.3 Feedback. Any suggestions, ideas, or feedback provided by Client may be used by The Hire Engine without restriction or compensation.

12.4 Restrictions. Client shall not (i) reverse engineer the Platform, (ii) access the Platform to build a competing product, (iii) copy or redistribute Platform outputs except for internal business use, or (iv) remove proprietary notices.

13. Acceptable Use and Compliance

Client shall not use the Platform to:

a) violate applicable laws (including employment standards, human rights legislation, privacy laws);

b) discriminate unlawfully or engage in prohibited profiling;

c) upload malicious code or attempt to compromise Platform security;

d) misrepresent identity or authority;

e) scrape or harvest data except as expressly permitted.

Client acknowledges that hiring decisions must involve human judgment and that Platform outputs are decision-support signals, not binding determinations.

14. Non-Solicitation

During the Term and for twelve (12) months thereafter, Client will not solicit for employment any The Hire Engine employee or contractor who was involved in delivering the Services, without The Hire Engine’s prior written consent. This does not restrict general, non-targeted advertisements.

15. Warranties and Disclaimers

15.1 Professional Services Standard. The Hire Engine will perform Services in a professional and workmanlike manner consistent with industry standards.

15.2 Platform Disclaimer. Except as expressly stated, the Platform and Services are provided “as is” and “as available.” The Hire Engine does not warrant that the Platform will be error-free, uninterrupted, or that any candidate outcome will be achieved.

15.3 Third-Party Sources. Validation signals may rely on third-party data sources, public information, or client-provided information. The Hire Engine is not responsible for inaccuracies in third-party data.

16. Limitation of Liability

To the maximum extent permitted by Canadian law:

a) The Hire Engine will not be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including lost profits, lost revenue, or business interruption.

b) The Hire Engine’s total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid by Client in the six (6) months preceding the event giving rise to the claim.

Nothing in this Agreement limits liability for gross negligence, wilful misconduct, or other liability that cannot be excluded by law.

17. Indemnities

17.1 Client Indemnity. Client will indemnify and hold harmless The Hire Engine from claims, damages, and expenses arising from:

• Client’s hiring, termination, compensation, or employment decisions;

• Client’s breach of applicable employment, human rights, privacy, or other laws;

• Client’s unauthorized use of Platform outputs; or

• Client Data that infringes third-party rights or is provided without authority.

17.2 The Hire Engine Indemnity. The Hire Engine will defend Client from third-party claims alleging that the Platform, as provided by The Hire Engine, infringes Canadian intellectual property rights, and will indemnify Client for settlements and awarded damages, provided Client promptly notifies The Hire Engine and allows The Hire Engine to control the defence. This does not apply to infringement arising from Client Data, Client configurations, or combinations not provided by The Hire Engine.

18. Force Majeure

Neither Party will be liable for delays or failure to perform due to events beyond reasonable control, including acts of God, labour disruptions, governmental actions, internet outages, or supplier failures.

19. Notices

Notices must be in writing and delivered by email and one additional method (courier or registered mail) to the addresses set out in Schedule C (Order Form), or as otherwise updated by written notice.

Email notices are deemed received on the next business day, unless a delivery failure notice is received.

20. Governing Law and Venue

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The Parties attorn to the exclusive jurisdiction of the courts of Alberta.

21. General

21.1 Assignment. Client may not assign this Agreement without The Hire Engine’s prior written consent.

21.2 Subcontractors. The Hire Engine may use subcontractors to deliver the Services, and remains responsible for their performance.

21.3 Severability. Invalid provisions will be severed and the remainder will remain in effect.

21.4 Counterparts and Electronic Acceptance. This Agreement may be executed in counterparts and accepted electronically, including click-through acceptance, and is binding.

21.5 No Waiver. A waiver is effective only if in writing.

21.6 Relationship. The Parties are independent contractors.

Schedule A – Scope of Services

Summary of Early Access Subscription + Advisory Support

A1. Platform Access (Early Access)

· Access to HRXRay™ validation workflows (experience/skills verification signals, culture-fit indicators, and risk flags).

· Access to HirePool™ (shared database of verified and available talent), subject to availability and platform maturity.

· Validation sourcing/triangulation workflows to increase certainty using multiple data points (where lawful and authorized).

· Dashboards and reporting as available during Early Access.

· API integration support (where available) for connecting to Client’s ATS/recruiting workflows.

A2. Advisory Support

· Implementation guidance, onboarding, and best-practice hiring workflow design.

· Role definition support and intake (job success profiles, competency mapping).

· Interview and selection process support (structured guides, scorecards).

· Periodic check-ins and product updates during Early Access.

A3. Exclusions

· Legal advice, immigration advice, or representation in litigation.

· Guaranteed hiring outcomes or guaranteed candidate availability.

· Background checks and paid advertising unless separately approved as an expense.

Schedule B – Early Access & Beta Program Terms

1. Early Access Nature of Platform. Client acknowledges the Platform may be in prototype/beta and features may evolve, change, or be discontinued.

2. No Reliance on Incomplete Functionality. Client agrees not to rely on any single validation signal or Platform output as the sole basis for employment decisions.

3. Feedback. Client feedback may be used by The Hire Engine without obligation or compensation.

4. Availability. Planned maintenance and temporary interruptions may occur and do not constitute breach.

5. Roadmap. Roadmap timelines are targets, not guarantees.

Schedule C:  The Hire Engine – Data Ethics & AI Transparency Addendum

Appendix to the Early Access Subscription Agreement

This Addendum forms part of the Agreement between The Hire Engine and Client. Its purpose is to describe responsible data use and AI transparency principles for the Platform.

1. Guiding Principles

· Legality: We design and operate the Platform to comply with applicable Canadian privacy and related laws.

· Purpose Limitation: We collect and process data only for hiring validation and related business purposes authorized by Client.

· Data Minimization: We aim to use the least amount of data necessary to provide value.

· Human Oversight: The Platform provides decision-support signals; Client retains responsibility for human review and decisions.

· Security: We implement reasonable safeguards appropriate to the sensitivity of data handled.

· Fairness: We strive to reduce blind spots and surface risk signals without enabling unlawful discrimination.

2. What the AI Does (and Does Not Do)

2.1 Decision Support, Not Decision Making. The Platform is designed to present signals and validation outputs (e.g., confidence indicators, verification status, and risk flags). It does not make final hiring decisions.

2.2 Limits. AI outputs may be incomplete, probabilistic, or dependent on source data quality. Client must not treat any single signal as determinative.

3. Transparency and Explainability

Where reasonably practicable, the Platform will present:

• what categories of signals were considered (e.g., candidate-provided information, engagement signals, authorized third-party/public sources);

• the general reason for a flag or confidence indicator (at a level appropriate to protect privacy and proprietary methods);

• what information was missing or could not be verified.

The Hire Engine may withhold details that would compromise security, privacy obligations, or proprietary methods.

4. Privacy and Consent

Client is responsible for ensuring it has lawful authority and, where required, valid consent to provide Personal Information to The Hire Engine. The Hire Engine processes Personal Information for the purposes of delivering the Services.

The Hire Engine will not knowingly request or require Client to provide sensitive personal data unrelated to hiring validation purposes.

5. Prohibited Uses

Client will not use the Platform to conduct unlawful discrimination or prohibited profiling, or to make decisions contrary to applicable human rights and employment legislation. Client will not use the Platform to target or infer protected characteristics.

6. Data Retention and Deletion

The Hire Engine will retain data for as long as necessary to provide the Services and meet legal obligations. Upon termination, The Hire Engine will provide reasonable means for Client to export applicable Client Data (where available), and will delete or de-identify data in accordance with its retention policies and applicable law, subject to lawful exceptions.

7. Auditing and Continuous Improvement

The Hire Engine will use reasonable efforts to monitor Platform performance, security, and quality. Client feedback is welcomed and may be used to improve the Platform.

8. Precedence

If there is a conflict between this Addendum and the Agreement, the Agreement prevails unless this Addendum expressly states otherwise.