Hudson TalentIQ Subscription Agreement
Last Updated July 2nd, 2025
By accessing or using the Hudson TalentIQ platform, you agree to be bound by the terms and conditions of this Hudson TalentIQ Subscription Agreement ("Agreement"). If you do not agree to these terms, you may not use the Services.
1. Definitions
"Client" refers to the individual or entity entering into this Agreement.
"Services" means the TalentIQ proprietary talent intelligence platform and related services, including all dashboards, reports, and associated tools provided under a subscription.
"Client Data" means any data submitted by or on behalf of Client for processing within the Services.
"Order Form" means the order document specifying the subscription plan, fees, and applicable terms.
2. Services and Access Rights
2.1. Subscription Services. Hudson TalentIQ shall provide Client with access to the Services, as described in an Order Form. All such Order Forms are governed by and incorporated into this Agreement. Hudson TalentIQ may modify, suspend, or discontinue features or functionalities of the Services at any time, with or without notice. While Hudson TalentIQ aims to provide notice for significant changes, this is not guaranteed. Hudson TalentIQ is not liable for any interruption or change in service availability.
2.2. License Grant. Subject to the terms of this Agreement, Hudson TalentIQ grants Client a limited, non-exclusive, non-transferable right to access and use the Services during the subscription term solely for Client's internal business purposes.
3. Term and Termination
3.1. Initial Term and Renewal. The term of this Agreement shall begin on the Effective Date and continue for the duration specified in the applicable Order Form (the "Initial Term"). Thereafter, the Agreement shall automatically renew for successive one-year renewal terms (each a "Renewal Term") unless either Party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
3.2. Termination for Cause. Either Party may terminate this Agreement or any Order Form upon written notice if the other Party materially breaches any provision and fails to cure such breach within fifteen (15) days after receipt of written notice.
3.3. Effect of Termination. Upon termination, Client shall pay all outstanding fees due through the termination date. Sections 4 through 12 shall survive any termination or expiration of this Agreement.
4. Fees and Payment Terms
4.1. Fees. Client shall pay Hudson TalentIQ the fees specified in each Order Form. Unless otherwise stated, all fees are non-refundable and shall be invoiced annually in advance. Hudson TalentIQ may adjust fees upon renewal by providing at least thirty (30) days’ notice prior to the end of the current term.
4.2. Payment Terms. Invoices are due within thirty (30) days of the invoice date. Late payments may accrue interest at the rate of 1.5% per month or the highest rate permitted by law.
4.3. Taxes. All fees are exclusive of applicable taxes. Client shall be responsible for all taxes associated with the Services, excluding taxes based on Hudson TalentIQ’s net income.
5. Confidentiality
Each Party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by the other Party ("Confidential Information") and to use such information solely to perform under this Agreement. Confidentiality obligations shall survive for three (3) years following termination of the Agreement.
6. Data Privacy and Security
6.1. Client Data. Client retains ownership of all Client Data. Hudson TalentIQ shall use such data solely to provide the Services in accordance with this Agreement and applicable privacy laws.
6.2. Aggregated Data. Hudson TalentIQ may use aggregated, anonymized data derived from Client’s use of the Services to improve the Services and for benchmarking, provided such data cannot be used to identify Client or any individual.
7. Intellectual Property
7.1. Ownership. Hudson TalentIQ retains all right, title, and interest in and to the Services, including all software, content, methodologies, and documentation. No rights are granted except as expressly set forth herein.
7.2. Deliverables. Any reports, dashboards, or deliverables produced through the Services are licensed to Client for internal business use only and may not be resold or redistributed without Hudson TalentIQ’s prior written consent.
8. Warranties and Disclaimers
8.1. Performance Warranty. Hudson TalentIQ warrants that it will provide the Services in a professional and workmanlike manner consistent with industry standards. Hudson TalentIQ does not guarantee any specific uptime but will use commercially reasonable efforts to ensure platform availability.
8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND HUDSON TALENTIQ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9. Indemnity
9.1. By Hudson TalentIQ. Hudson TalentIQ shall defend, indemnify, and hold harmless Client and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, demands, or legal proceedings (“Claims”) arising out of or relating to (a) an allegation that the Services infringe or misappropriate any third party’s intellectual property rights, or (b) Hudson TalentIQ’s gross negligence or willful misconduct in connection with the provision of the Services.
9.2. By Client. Client shall defend, indemnify, and hold harmless Hudson TalentIQ and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party Claims arising out of or relating to (a) Client’s use of the Services in violation of this Agreement or applicable law, (b) any content or data provided by Client, including Client Data, that infringes or misappropriates the intellectual property or privacy rights of a third party, or (c) Client’s gross negligence or willful misconduct.
9.3. Procedures. The indemnified Party shall (a) promptly notify the indemnifying Party in writing of any Claim, (b) grant the indemnifying Party sole control of the defense and settlement of the Claim (provided that any settlement includes a full release and imposes no admission of liability or obligation on the indemnified Party), and (c) provide reasonable cooperation, at the indemnifying Party’s expense. Failure to provide prompt notice shall not relieve the indemnifying Party of its obligations, except to the extent it is materially prejudiced.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. EXCEPT FOR CLIENT’S PAYMENT OBLIGATIONS AND EITHER PARTY’S BREACH OF CONFIDENTIALITY, EACH PARTY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO HUDSON TALENTIQ IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11. Compliance and Use Restrictions
11.1. Compliance. Client agrees not to (a) reverse engineer, decompile, or attempt to derive source code from the Services; (b) use the Services in violation of applicable law; or (c) allow access to the Services by unauthorized third parties.
11.2. Use Restrictions. Client is responsible for maintaining the confidentiality of login credentials and any confidential information shared in connection with the Services. Client represents that all information provided is accurate and current and agrees to notify Hudson TalentIQ promptly of any unauthorized access or use. Breach of confidentiality may result in suspension or legal action.
12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflicts of law principles. Any dispute shall be resolved exclusively in the courts located in the State of Connecticut, and each Party consents to the jurisdiction and venue of such courts.
13. General Provisions
13.1. Entire Agreement. This Agreement, including any Order Forms, constitutes the entire agreement between the Parties and supersedes all prior discussions or understandings.
13.2. Amendments. No modification or amendment shall be valid unless in writing and signed by both Parties.
13.3. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
13.4. Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, strikes, and disruptions in internet connectivity.
13.5. Counterparts. This Agreement may be executed in counterparts, including electronically, each of which shall be deemed an original.