Talview, Inc. (the “Service Provider”) and the subscriber named above (the “Subscriber”), are collectively referred to as the “Parties”. By executing this Order Form, the Parties agree to be contractually and legally bound by the terms set forth hereunder. As used herein, all capitalised terms shall have the meaning assigned to them either in this Order Form
1. Subscription Fee
The Subscription Fee (the “Subscription Fee”) excludes any Professional Services. Each of the initial term and the renewal term seen in this Order Form shall constitute the commitment term. The commitment term detailed in the Order Form above is non-cancellable and step down in Subscription Fee is not permitted under any circumstances. Details of features and Service/s included in the Subscription Package purchased by the Subscriber are detailed in ‘Schedule A’ appended hereto, which shall form part and parcel of this Order Form.
2. Consumption
Consumption of units will be determined in the manner detailed in Schedule A. Unit/s will be considered as consumed for Proctoring, even if the final output is not generated due to insufficient input from the Candidate. Similarly, any session initiated by the Candidate but not completed, shall also constitute, and be considered as, unit consumption. In such cases, the Subscriber shall not be entitled to any additional units. The length of each unit shall not exceed 90 (ninety) minutes and the computation of the units of the Service/s used by the Subscriber shall be determined accordingly. For the sake of clarity, the first 90 (ninety) minutes shall be considered as the use of one unit of the Service/s, the following 90 (ninety) minutes or any part thereof, shall be construed as the usage of an additional unit(s) of the Service/s by the Subscriber. To Further illustrate If the length of any session exceeds 90 units, it will be counted as 2 units till it reaches 180 minutes, and 3 units till 270 minutes.
3. Billing and Invoicing
The Service Provider will invoice the Subscriber in advance based on chosen Subscription Package. For the sake of clarity, the Subscription Package Fees payable under this Order Form will be billed upfront on the Subscription Start Date. Payment made against Subscription Package for the commitment term are non-cancellable and non-refundable.
4. Storage
Any media/data generated on the Platform by Candidate will be stored by the Service Provider for 3 (three) months, at no additional cost to the Subscriber, with real-time availability of such media/data. If the Subscriber wishes to extend the duration of storage of such media/data, additional storage duration can be purchased by the Subscriber at prices shown in the Schedule B.
5. Limited Use of Subscriber’s Logo
Subscriber shall (a) on a reasonable basis, serve as a customer reference for Talview/Service Provider and Talview products and services and to work with Talview to develop a written "informative customer story" concerning Talview products and services for public distribution; (b) issue a mutually approved press-release concerning the Parties' business dealings on Talview’s website and via other mutually approved means of distribution, such as press release to include information about the nature of the Parties' business arrangement, within 90 (ninety) days of the executed contract; and (c) agree that Talview may orally state that Subscriber is a Talview customer and include Subscriber’s name or logo in a list of Talview customers in Talview’s promotional materials and website. Each Party will not unreasonably withhold or delay their consent to press release or public announcements.