Rival Terms and Conditions Agreement

Software as a Service Terms and Conditions

SilkRoad Technology, Inc. (dba Rival)

These Software as a Service Terms and Conditions (these “SaaS Terms”) are entered into by and between the parties listed, and as of the Effective Date or Term Start Date stated on the order form, quote, referencing agreement or any other agreement that has been executed by the parties and references these SaaS Terms (the “Referencing Agreement”). These SaaS Terms and the Referencing Agreement and all addenda, attachments and other terms that are incorporated by reference within these SaaS Terms are referred to herein as the “Agreement”.

For clarity, “Customer” is the entity listed on the Referencing Agreement and does not include parents, subsidiaries or any other affiliated entities (unless specifically listed in the Referencing Agreement), and “Company” is the specific entity identified on the Referencing Agreement. These SaaS Terms set forth the terms and conditions under which Company will provide the Customer with software-as-a-service access to the object code form of the software products specifically identified on the Referencing Agreement (the “Software”) and made available to Customer as a hosted service (the “SaaS Services”).

By signing/agreeing to a Referencing Agreement, each party acknowledges that it has read, understands, and agrees to the terms of these SaaS Terms.

1. Access and Use

1.1 SaaS Subscription Grant. Company hereby grants to Customer a fixed term, worldwide, nonexclusive, royalty-free (for the Subscription Term, upon full payment of Fees), non-sublicensable and non-transferable right to access and use the Software solely as part of the SaaS Services, solely for Customer’s own internal business purposes, and solely to perform those functions defined in the user documentation generally available in hard copy or electronic form to Company’s general customer base (“Documentation”), and subject to all limitations and restrictions contained herein and in the Referencing Agreement. All rights granted hereunder to use the SaaS Services shall terminate immediately, without notice, upon expiration or termination of the Subscription Term.

1.2 License Models; Licensing Addendum. The license model applicable to each Software product is designated on the Referencing Agreement and is described in the Licensing Addendum referenced in Section 13 (the “Licensing Addendum”). Customer’s right to use each Software is limited to the license model, quantities and other use parameters stated on the Referencing Agreement. Any usage of the Software or SaaS Services by Customer in excess of the licensed use parameters is subject to additional Fees, calculated at Company’s then-current rates, which Company shall be entitled to invoice and Customer agrees to pay in accordance with Section 5.

1.3 Third-Party Components. The Software may contain or be accompanied by certain third-party components created and separately licensed to Customer by third parties. CONSEQUENTLY, COMPANY’S PROVISION OF THIRD-PARTY COMPONENTS TO CUSTOMER IS ON AN “AS IS” BASIS WITHOUT WARRANTY FROM COMPANY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES AND INDEMNITIES WITH RESPECT TO THE THIRD-PARTY COMPONENTS, EXPRESS OR IMPLIED, AND ASSUMES NO LIABILITY WITH RESPECT TO THE THIRD-PARTY COMPONENTS.

2. Restrictions and Responsibilities

2.1 Restrictions. Customer shall not: (i) permit the Software to be used by or for the benefit of any party other than Authorized Users (as specified in the Referencing Agreement); (ii) permit access to or use of the Software by third parties for service bureau, time-sharing, or commercial purposes; (iii) disassemble, decompile, reverse engineer, or translate the Software; (iv) remove any proprietary notices, labels, or marks from the Software; (v) attempt to gain unauthorized access to the Software; (vi) sell, lease, license or sublicense the Software or the SaaS Services; (vii) introduce into or transmit through the Software or the SaaS Services any virus, worm, trap door, back door, or other harmful or malicious code, files, scripts, agents or programs, or any infringing, unlawful, harassing, libelous, defamatory or threatening material; or (viii) use the Software for any illegal purpose or in violation of any applicable law. Customer shall not do any “mirroring” or “framing” of any part of the SaaS Services or create Internet links to the SaaS Services which include log-in information, usernames, passwords, or secure cookies. Customer is fully responsible for the acts and omissions of all Authorized Users.

2.2 Compliance With Laws; Human Resources Responsibilities. Customer shall ensure compliance with all applicable laws during its use of the Software and the SaaS Services and the discharge of its obligations under the Agreement, including without limitation laws and regulations relating to employment, privacy, background screening, electronic communications and anti-spam. Customer shall not undertake any act or omission that it is aware of or would reasonably be expected to be aware of breaching any applicable laws in its access and use of the Software and the SaaS Services. As between the parties, Customer is solely responsible for: (i) its human resources policies, practices and decisions, including without limitation all hiring, onboarding, employment eligibility verification, compensation, performance management, training, promotion, discipline and termination decisions, whether or not made or documented using the Software; (ii) the accuracy, quality, legality and use of all Customer Data; and (iii) Customer’s configuration decisions with respect to the Software. Company does not provide legal advice, and neither the Software nor the SaaS Services constitute legal advice. Company is not responsible for, and will not be liable for, the ability of the Software as configured by Customer to satisfy the laws and regulations applicable to Customer’s unique circumstances.

2.3 Administrators; User Credentials. Customer, through the Authorized User(s) it designates as responsible for administering the SaaS Services (“Administrators”), shall authorize access to and assign unique user identifications and passwords to Authorized Users up to the number and category of Authorized Users permitted by the Referencing Agreement. Login credentials are for designated individual Authorized Users only and may not be shared or used by more than one individual. Login credentials may be reassigned to another individual as permitted under the applicable license model described in the Licensing Addendum. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of SaaS Services and shall promptly notify Company of any unauthorized access or use of the SaaS Services and any loss, theft or unauthorized use of any Authorized User’s credentials.

2.4 Internet Access. A high-speed Internet connection is required for proper transmission of the SaaS Services. Customer is responsible for procuring and maintaining the network connections and all software and equipment necessary to connect Customer’s network to the SaaS Services, including browser software that supports protocols utilized by the SaaS Services. Company assumes no responsibility for the reliability or performance of any computer networks, connections, or systems not owned or operated by Company.

2.5 Transmission of Data. The SaaS Services allow Customer to send transfers of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically through the SaaS Services (“Electronic Communications”) directly to Company and to third parties. Customer understands that the technical processing and transmission of Electronic Communications is fundamentally necessary to the use of the SaaS Services. Customer expressly consents to Company’s receipt and storage of Electronic Communications and Customer Data, and acknowledges that Electronic Communications will involve transmission over the Internet and over various networks, only part of which may be owned or operated by Company, and may be accessed by unauthorized parties when communicated across the Internet or other facilities. Company encrypts Customer Data while in transit to and from the SaaS Services; however, Company is not responsible for any Electronic Communications or Customer Data that are delayed, lost, altered, intercepted or stored during transmission across networks not owned or operated by Company, including the Internet and Customer’s local network.

3. Confidentiality and Proprietary Rights

3.1 Ownership. The Software, Documentation, and all intellectual property rights therein, including but not limited to all patents, copyrights, trademarks, and trade secrets, are the exclusive property of Company or its licensors. Customer’s rights are limited to the license expressly granted herein. Company shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable and perpetual license to use or incorporate into the Software and SaaS Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the Software or the SaaS Services.

3.2 Confidential Information. Each party may disclose to the other party certain technical and business information that is marked as confidential or would reasonably be understood to be confidential (“Confidential Information”). Each party shall maintain in strict confidence any Confidential Information received from the other party and shall not disclose such information to third parties except as required by law or with prior written consent. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully obtained from a third party without confidentiality obligations; (c) is independently developed; or (d) is required to be disclosed by law.

3.3 Customer Data. Customer retains all right, title, and interest in any data, content, or materials submitted by Customer or its Authorized Users to the SaaS Services or otherwise provided to Company in connection with the Software or SaaS Services (“Customer Data”). Company shall use Customer Data solely for the purpose of providing the Software and SaaS Services and in accordance with the terms of this Agreement. Notwithstanding the foregoing, Company may compile and use data regarding use of the Software and the SaaS Services in aggregated and de-identified form that does not identify Customer or any individual, for Company’s lawful business purposes, including operating, analyzing and improving the Software and the SaaS Services.

4. Data Security and Privacy

4.1 Safeguards; Audit Report. Company shall implement and maintain administrative, technical, and physical safeguards consistent with industry standards designed to protect the security, confidentiality and integrity of Customer Data. During the Subscription Term, Company shall obtain and maintain a SOC 2 audit report (or a similar third-party audit report against an established industry standard) on an annual basis. Company shall make its most recent such audit report available to Customer no more than once per year upon Customer’s written request, subject to Company’s standard confidentiality requirements and any redactions required by Company.

4.2 Encryption. Company shall encrypt Customer Data in transit and at rest using industry-standard encryption protocols.

4.3 Security Incident Notification. In the event of a confirmed unauthorized access to or disclosure of Customer Data (a “Security Incident”), Company shall notify Customer without unreasonable delay. Company shall reasonably cooperate with Customer in investigating and remediating any such Security Incident and shall not publicly disclose the Security Incident in a manner that identifies Customer without Customer’s prior consent except as required by law.

4.4 Subcontractors. Company may use subcontractors to process Customer Data, provided such subcontractors are bound by written agreements containing data security terms at least as protective as those in this Section 4.

4.5 No Marketing Use. Company shall not use Customer Data consisting of personally identifiable information for any marketing or advertising purposes, and shall not combine such Customer Data with other data for profiling or segmentation, without Customer’s prior written consent.

4.6 Data Retention and Backup. Company shall maintain backup copies of Customer Data using commercially reasonable backup practices. For the avoidance of doubt, the backup and retention obligations set forth in this Section 4.6 apply only to Customer Data hosted in Company’s production environment, and Company shall have no obligation to create or retain backup copies of any data residing in non-production environments, including without limitation staging, user acceptance testing, quality assurance, development, sandbox, and demonstration environments, whether or not such environments are accessible to Customer.

4.7 Cloud Infrastructure. The SaaS Services and Customer Data stored within the SaaS Services may, at Company’s option, be hosted on the infrastructure of one or more leading third-party cloud infrastructure providers selected by Company. The SaaS Services will be hosted in the United States unless the parties agree in writing to host Customer’s account in another geographic region, in which case Customer agrees to pay all fees or charges required to move the hosting location unless otherwise agreed. Hosting geography will be changed only if approved by both parties in writing. Company shall ensure that the privacy and security controls and procedures implemented by any such cloud infrastructure provider with respect to the SaaS Services meet or exceed those documented in Company’s policies and its then-current audit report described in Section 4.1.

4.8 Personal Data Processing. Obligations regarding the processing of Customer Data that constitutes personally identifiable information are set forth in the Global Data Privacy Addendum located at Annexure E (Global Data Privacy Addendum) to these SaaS Terms, which is incorporated into and made part of this Agreement.

5. Payment of Fees

5.1 Fees. For SaaS Services, Fees are billed in advance of the Initial Subscription Term or Renewal Term, as the case may be. Customer shall pay Company the then-applicable fees described in the Referencing Agreement (“Fees”) in accordance with the terms therein. If Customer’s use of the Software exceeds the permitted scope of the applicable license model or otherwise requires the payment of additional Fees, Customer will be billed at Company’s then-current rates and agrees to immediately pay such additional Fees. Company reserves the right to change Fees and institute new charges at the end of each Subscription Term, upon thirty (30) days’ written notice to Customer. If Customer disputes any invoice, Customer must notify Company within thirty (30) days of the invoice date to be eligible for adjustment or credit.

5.2 Payment Terms. Invoices are due thirty (30) days after the invoice date. Late payments bear interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, plus all reasonable costs of collection, including attorneys’ fees.

5.3 Taxes. All Fees are exclusive of taxes and levies (including interest and penalties). Customer shall reimburse Company and hold Company harmless for all sales, use, VAT, excise, property, and other taxes which Company is required to collect or remit, except Company’s income or franchise taxes or any taxes for which Customer has provided a valid exemption certificate. If Customer is required to make any deduction or withholding, the amount shall be increased so that Company receives the net amount it would have received absent such deduction. Customer shall promptly provide Company with official tax receipts sufficient to support any claims for income tax credits.

5.4 Import/Export and Sanctions Compliance. Customer shall not use or export the Software in violation of any applicable export control laws, including but not limited to the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), or the Foreign Assets Control Regulations (OFAC). Customer shall comply with all sanctions and trade embargoes. Customer shall not permit access to the Software by persons or entities on any government denied-party lists.

5.5 Verification. Customer shall maintain written records of Software use reasonably necessary to verify compliance with this Agreement through the Subscription Term and for two (2) years thereafter. Company may verify compliance not more than once annually upon twenty (20) business days’ notice, during normal business hours, in a manner that does not unreasonably interfere with Customer’s operations unless a prior audit revealed Material Unlicensed Usage. If such verification reveals unlicensed use of five percent (5%) or more (“Material Unlicensed Usage”), Customer shall reimburse Company for all verification costs. Company may engage third parties for verification, subject to confidentiality obligations. Customer agrees to compensate Company for any unlicensed use discovered.

6. Term, Renewal, and Termination

6.1 Subscription Term. The Agreement is for the Initial Subscription Term specified in the Referencing Agreement and shall be automatically renewed for additional periods of equal duration (each a “Renewal Term” and, together with the Initial Subscription Term, the “Subscription Term”), unless either party requests non-renewal at least ninety (90) days prior to the end of the then-current term. Fees for any Renewal Term shall be Company’s then-current price for the applicable SaaS Services. Customer must provide written notice of non-renewal to Company at the email address specified in the Referencing Agreement. CUSTOMER ACKNOWLEDGES THAT UNTIMELY NOTICE OF NON-RENEWAL, OR NOTICES SENT TO THE INCORRECT COMPANY EMAIL ADDRESS, SHALL NOT BE EFFECTIVE FOR TERMINATION OF THIS AGREEMENT.

6.2 For Cause Termination. Either party may terminate the Agreement upon thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure such breach within the thirty (30) day period.

6.3 Effect of Termination. Upon termination of the SaaS Services, Company shall make Customer Data available for electronic retrieval for thirty (30) days, after which Company may delete it. Company is not responsible for inability to retrieve data due to Customer’s failure to timely retrieve. Customer remains responsible for all Fees due as of the termination date. All terms that by their nature should survive termination (including accrued payment rights, confidentiality, intellectual property provisions, disclaimers, and liability limitations) shall survive.

6.4 Suspension. If Customer breaches the Agreement or uses the Software in a manner that negatively impacts Company’s business interests, Company may suspend Customer’s access without refund, in addition to other remedies.

7. Warranties and Disclaimers

7.1 Limited Warranty. Company shall use reasonable efforts consistent with industry standards to: (i) maintain the Software in a manner that minimizes errors and interruptions; (ii) perform the SaaS Services in a professional and workmanlike manner; and (iii) maintain the service levels described in the Service Level Addendum referenced in Section 11. The SaaS Services may be temporarily unavailable for scheduled or emergency maintenance, and Company shall use reasonable efforts to provide advance notice. Customer’s sole remedy for breach of this warranty is the service credits described in the Service Level Addendum.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SOFTWARE, SAAS SERVICES, AND ALL OTHER MATERIALS PROVIDED BY COMPANY ARE PROVIDED “AS IS,” “WHERE IS,” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR SAAS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR CUSTOMER’S PURPOSES. CUSTOMER ACKNOWLEDGES RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN LOSS OF PRIVACY, DATA, OR OTHER MATERIALS.

8. Indemnification

8.1 Company Indemnity. Company shall indemnify, defend, and hold Customer harmless from third-party claims that the unmodified Software, as provided by Company, infringes any U.S. patent, copyright, or trade secret, provided Customer: (a) promptly notifies Company of the claim; (b) grants Company sole control of the defense and settlement; (c) provides reasonable assistance; and (d) does not settle without Company’s written consent.

8.2 Indemnity Exceptions. Company’s indemnity obligations do not apply if the alleged infringement arises from: (i) components not supplied by Company; (ii) modifications made by Customer or third parties; (iii) combination with other products where the infringement relates to such combination; (iv) Customer’s continued use after notification or availability of non-infringing alternatives; (v) use other than in accordance with the Documentation; or (vi) Customer’s compliance with Customer’s own specifications.

8.3 Remedies. If the Software is held or believed to infringe, Company may, at its option: (a) replace or modify the Software to be non-infringing while maintaining substantially similar functionality; (b) obtain for Customer a license to continue using the Software; or (c) if neither is commercially practicable, terminate the Agreement and refund any prepaid, unused Fees (calculated as of termination) as Customer’s sole remedy and Company’s sole liability.

8.4 Customer Indemnity. Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Customer Data or Customer’s use of the Software or SaaS Services in violation of this Agreement or applicable laws; (b) Customer’s violation of any third-party rights, including any claim by any employee, independent contractor, candidate or other individual arising out of Customer’s human resources practices or employment decisions; or (c) the combination of the Software with non-Company products or services where the claim would not have arisen from the Software alone. Company shall notify Customer of such claim, grant Customer sole control of the defense, and cooperate with Customer in the defense.

8.5 Entire Liability. THIS SECTION 8 STATES THE ENTIRE LIABILITY OF COMPANY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

9. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR INFRINGEMENT INDEMNITY AS SET FORTH IN SECTION 8, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR PERSONAL INJURY OR DEATH CAUSED BY COMPANY PERSONNEL WHILE ON CUSTOMER’S SITE, COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, INDEMNITY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SAAS SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS SECTION, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMISSIBLE.

10. Miscellaneous

10.1 Severability. If any provision is found unenforceable, it will be limited or eliminated to the minimum extent necessary so the Agreement remains in full force and effect.

10.2 Assignment. Customer may not assign or transfer this Agreement or any rights hereunder without Company’s prior written consent. Company may freely assign any of its rights and obligations without notice to or consent from Customer.

10.3 Entire Agreement. This Agreement, including all referenced addenda, is the complete statement of the parties’ understanding and supersedes all prior agreements, communications, and understandings. Any term in a Customer purchase order or similar Customer-issued document that purports to modify or supplement this Agreement is void and of no force or effect. All waivers and modifications must be in writing and signed by both parties.

10.4 Affiliates. For purposes of this Agreement, “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, by way of majority voting equity ownership, and “Company Affiliates” means Affiliates of Company. At Company’s sole discretion, Company Affiliates may perform certain tasks including invoicing, payment processing, and customer support. Customer acknowledges that only Company and Customer are parties to this Agreement.

10.5 Subcontractors. Company may use third parties and subcontractors (including offshore entities and foreign nationals) to perform obligations hereunder. Company may disclose Customer’s Confidential Information to such parties, provided they are bound by confidentiality obligations at least as protective as those in this Agreement.

10.6 Patent Notice. The Software and its related technology may be covered by one or more U.S. and non-U.S. patents. A listing of patented products is available at a URL designated by Company (“Patent Notice”). The list may not be exclusive, and other unlisted patents or pending patents may also apply. Customer should regularly review the Patent Notice for updates.

10.7 Force Majeure. Company shall not be liable for failures or delays caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, embargoes, government actions, power outages, or pandemics (“Force Majeure Events”). Company shall promptly notify Customer of such events and their expected duration. Company’s performance obligations shall be suspended during such Force Majeure Events; however, this does not excuse Customer’s payment obligations. The time for Company’s performance shall be extended for the duration of the Force Majeure Event.

10.8 Notices. All notices shall be in writing and deemed given when: (a) personally delivered; (b) sent by email with receipt confirmation; (c) sent by next-day delivery service; or (d) sent by certified mail with return receipt. All notices of non-renewal shall be sent to the address specified in the Referencing Agreement to the attention of the Chief Financial Officer and General Counsel. Material breach notices must specifically identify the breached obligation.

10.10 Marks and Publicity. Company may use Customer’s name and logo in product literature, press releases, social media, and marketing materials, and may list Customer as a customer. Company shall comply with Customer’s written trademark guidelines if provided by Customer in writing with reasonable advance notice.

10.11 Non-Solicitation. During the term of this Agreement and for twelve (12) months following its termination or expiration, Customer shall not, directly or indirectly, solicit or recruit any employee, contractor, or subcontractor of Company who was involved in performing any obligations under this Agreement, without Company’s prior written consent.

10.12 Dispute Resolution. Prior to initiating any legal proceeding arising out of or relating to this Agreement, the parties shall attempt in good faith to resolve the dispute through negotiation. If the dispute is not resolved within thirty (30) days of written notice of the dispute, either party may pursue its remedies as provided in this Agreement.

10.13 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the courts of competent jurisdiction in the State of Delaware, USA.

11. Service Level Addendum

The Service Level Addendum is located at Annexure A (Service Level Addendum) to these SaaS Terms and is incorporated by reference. The Service Level Addendum sets forth the uptime commitments, downtime exclusions, service credits, and claim procedures applicable to the SaaS Services.

12. Support Addendum

The Support Addendum is located at Annexure B (Support Addendum) to these SaaS Terms and is incorporated by reference. The Support Addendum sets forth the support services, response times, severity levels, and support contact procedures available to Customer under the terms of this Agreement.

13. Licensing Addendum

The Licensing Addendum is located at Annexure C (Licensing Addendum) to these SaaS Terms and is incorporated by reference. The Licensing Addendum describes the license models applicable to the Software, the manner in which license consumption is measured for each license model, and related definitions.

14. Hosting Addendum

Where the Referencing Agreement includes a hosting fee for a Software product line or otherwise selects the Hosting Addendum, the Hosting Addendum located at Annexure D (Hosting Addendum) to these SaaS Terms is incorporated by reference. The Hosting Addendum describes the hosting services, hosted environments, cloud infrastructure, hosting location and maintenance windows applicable to the SaaS Services.

Annexure A — Service Level Addendum

Attached to and incorporated into the Master SaaS Terms and Conditions above.

Service Level Addendum for SaaS

This Service Level Addendum for SaaS (“Service Level Addendum”) applies to the agreement entered into by and between the Customer (as identified on the applicable order form, quote, referencing agreement or other agreement, collectively referred to as the “Referencing Agreement”) and the Company (as identified on the Referencing Agreement) (“Master Agreement”). Capitalized terms used but not defined in this document have the meanings assigned to them elsewhere in the Master Agreement.

If the Software was purchased through a reseller, this Service Level Addendum applies to the agreement entered into between the reseller and the end user for the Software. For purposes of this Service Level Addendum, Customer shall refer to the end user.

1. Availability Commitment

1.1 Commitment. The SaaS Services will, subject to the exclusions set forth in Section 2, be available 99.5% of the time during each calendar month, measured from the time that the SaaS Services are first used in Customer’s production environment following completion of implementation services (the “Availability Commitment”).

1.2 Formula. The availability of the SaaS Services for a given calendar month (the “Availability”) will be calculated according to the following formula, where “TMM” means the total minutes in the month and “TMU” means the total minutes in the month during which the SaaS Services are Unavailable: Availability = ((TMM minus TMU) multiplied by 100) divided by TMM.

1.3 Unavailability. The SaaS Services will be deemed to be unavailable (“Unavailable”, and such time, “Downtime”) only: (a) if the SaaS Services do not respond to HTTP requests issued by Company’s monitoring software; or (b) for the duration of a Severity 1 Issue as described in the Support Addendum. The SaaS Services will not be deemed Unavailable (and minutes will not accrue as TMU) for any downtime or outages that result from the exclusions set forth in Section 2. Customer acknowledges that Company’s system logs, records and data will provide the basis for all calculations and determinations under this Service Level Addendum.

2. Exclusions

2.1 Maintenance. The SaaS Services will not be considered Unavailable (and minutes will not accrue as TMU) for any downtime or outages that result from any maintenance performed by Company: (a) during the standard implementation period; (b) during Company’s standard maintenance window (Saturdays between 6:00 a.m. and 8:00 a.m. Eastern Time) and during product upgrade maintenance activities (collectively, “Scheduled Maintenance”); or (c) during a maintenance period performed at Customer’s request outside of the normally scheduled maintenance window.

2.2 Other Exclusions. The Company network extends to, includes, and terminates at the data center router that provides the outside interface of each of the connections of Company (or its cloud infrastructure provider) to its backbone network providers (the “Company Network”). The SaaS Services will not be considered Unavailable (and minutes will not accrue as TMU) for any downtime or outages that result from: (a) Customer’s information content or application programming, or acts or omissions of Customer or its agents; (b) delays or failures due to circumstances beyond Company’s reasonable control that could not be avoided by its exercise of due care (including Force Majeure Events as set forth in the Master Agreement); or (c) failures of the Internet backbone itself and the network by which Customer connects to the Internet backbone, or any other network unavailability outside of the Company Network.

3. Service Credits

3.1 Accrual. Subject to the exclusions provided for in this Service Level Addendum, if the total Availability for a given calendar month is less than the Availability Commitment, Customer will receive one (1) Service Credit. In addition, for each full 100-minute increment by which the allowable Unavailability is exceeded, Customer will receive one (1) additional Service Credit.

3.2 Service Credit; Cap; Application. For purposes of this Service Level Addendum, a “Service Credit” is an amount equal to the pro-rata fees for one (1) day of the subscription to the affected SaaS Services. The total Service Credits for a given calendar month will in no event exceed an amount equal to fifty percent (50%) of the then-current pro-rata monthly fees for the subscription to the affected SaaS Services. Service Credits will be applied as a credit to extend the Subscription Term of the applicable subscription for the affected SaaS Services; Service Credits will not be paid to Customer as a refund and have no monetary or cash value.

3.3 Sole Remedy. If the SaaS Services fail to achieve the Availability Commitment, Customer will be entitled, as its sole and exclusive remedy (and Company’s sole liability) with respect to such failure, to Service Credits in accordance with this Section 3. Company explicitly disclaims all other remedies, whether in law or equity.

3.4 Payment Condition. Service Credits will not accrue if Customer is not current on its payment obligations; no Service Credits will be issued for the applicable period, and an outage occurring during such period will not be considered Unavailable for purposes of this Service Level Addendum.

4. Reporting and Claim Procedure

Upon written request from Customer, Company will promptly provide a report specifying the level of Unavailability and the Service Credits due (if any) for the requested calendar month. To receive Service Credits, Customer must submit its request within thirty (30) days after the end of the calendar month to which the request pertains, and include: (a) Customer name and account number; (b) the name of the affected SaaS Services; (c) the name, email address, and telephone number of Customer’s designated contact; and (d) information supporting each claim of Unavailability, including date, time, and a description of the incident and affected SaaS Services, all of which must fall within the calendar month for which the request is submitted. All claims for Service Credits are subject to review and verification by Company, and all Service Credits will be based on Company’s measurement of its performance of the SaaS Services, which will be final.

Annexure B — Support Addendum

Attached to and incorporated into the Master SaaS Terms and Conditions above.

Support Addendum

The following support terms (“Support Terms”) apply to the agreement entered into by and between the Customer (as identified on the applicable order form, quote, referencing agreement or other agreement, and collectively referred to as “Referencing Agreement”) and the Company (as identified on the Referencing Agreement) (“Master Agreement”). Capitalized terms used but not defined in this document have the meanings assigned to them in the Master Agreement.

1. Definitions

“Issue” means an error or issue that causes the Software to fail to substantially conform to the functional specifications set forth in the Documentation.

“Normal Business Hours” means Monday through Friday, 8:00 a.m. until 7:00 p.m. Eastern Time, excluding national or statutory holidays.

“Representative” means a representative designated by Customer in the Referencing Agreement or by written notice to Company, who will be Company’s contact for communications concerning Support.

“Support” means the maintenance and technical support services described in this Support Addendum, which are offered for the current and one prior version of the Software during the Subscription Term.

“Technical Support” means Company’s technical support help desk described in Section 4.

2. Scope of Support

Support is included with Customer’s subscription to the SaaS Services at no additional charge and consists of: (a) telephone, email and support portal assistance with respect to use of the Software; (b) correction of Issues to keep the Software in conformance with the Documentation; and (c) updated versions of the Software provided by Company to its general customer base of subscribers at no additional charge. Support does not include: (i) set-up, installation, training or configuration of hardware and software required for Customer to access the SaaS Services; or (ii) consultation, error correction, or research with respect to Customer-created documents and information.

3. Representatives

All requests for Support will be initiated by a Representative. Customer may change its Representative(s) upon written notice to Company. Should Customer designate more than two (2) Representatives per Software product, Company reserves the right to charge Customer one thousand dollars ($1,000) per year per additional Representative. Each Representative must be trained, qualified, and authorized to communicate all necessary information, perform diagnostic testing under the direction of Company’s support personnel, and be available during the performance of any Support if required. Users who are not Representatives, including job applicants, candidates, employees and other third parties, are not entitled to Support.

4. Technical Support Access

Customer will have access to Company’s technical support help desk during Normal Business Hours by telephone, email and the Customer support portal, using the contact information set forth in the Referencing Agreement or the Documentation. Company provides a single entry point of contact that routes requests and problems to the appropriate Technical Support resource. Notwithstanding the foregoing, Customer may report Severity 1 Issues at any time, including outside Normal Business Hours, using the emergency contact method designated by Company. Communications with Technical Support may be via telephone or email and may be recorded for quality assurance purposes. Support cases are tracked through a call management system (“Customer Support Portal”).

5. Severity Levels and Response Specifications

Technical Support will prioritize reported problems and requests according to the severity levels set forth below. The severity level of a problem reported by Customer will be reasonably determined by Company. Company will use commercially reasonable efforts to respond according to the response specifications set forth below for the severity level assigned to the problem. Acknowledgment times are measured from the time Customer has spoken with, or left a voicemail or email for, a Company support contact specifying the nature of the problem.

Severity Level	Description	Response Specification
Severity 1 (Critical)	The SaaS Services suffer an Issue in a production down situation that cannot be reasonably circumvented and which so substantially impairs the performance of the SaaS Services, or of components of the SaaS Services critical to Customer’s business, as to effectively render the SaaS Services unusable.	Company will acknowledge the reported Issue within thirty (30) minutes, and will work twenty-four (24) hours a day, seven (7) days a week to address and resolve the Issue and provide an applicable workaround or fix.
Severity 2 (Serious)	The SaaS Services suffer an Issue which cannot be reasonably circumvented and which substantially impairs the use of one or more portions or features of the SaaS Services required by Customer to perform necessary business functions, but does not effectively render the SaaS Services unusable as a whole.	Company will acknowledge the reported Issue within two (2) hours, and will continually work within Normal Business Hours to address and resolve the Issue and provide an applicable workaround or fix.
Severity 3 (Moderate)	The SaaS Services suffer a low impact Issue (not of Severity 1 or Severity 2) that impairs the use of features of the SaaS Services, but the reported Issue can be reasonably circumvented.	Company will acknowledge the reported Issue within eight (8) hours, and will work within Normal Business Hours to address and resolve the Issue and provide an applicable workaround or fix.
Severity 4 (Minor)	The SaaS Services do not incur an error and Customer is able to conduct normal business operations; however, Customer inquires about existing Documentation, training, standard use of the SaaS Services or other general matters.	Company will acknowledge the inquiry within twenty-four (24) hours, and will work within Normal Business Hours to address and resolve the inquiry.

6. Response and Resolution

Company will resolve each reported Issue by using commercially reasonable efforts to provide: (a) a patch or fix as necessary; (b) a reasonable workaround for the Issue; or, if neither (a) nor (b) is reasonably practicable, (c) a specific action plan regarding how Company intends to address the reported Issue and an estimate of how long it may take to correct or work around the Issue. Customer agrees to use commercially reasonable efforts to assist and provide information to Company as required to resolve reported Issues. In the event Company fails to meet its obligations under this Section, Company will provide a root cause analysis including definition, corrections and a process improvement plan, and if a permanent repair cannot be made, a temporary resolution (bypass and recovery) will be implemented to the extent possible.

7. Support Boundaries

7.1 Verifiable Errors. Support covers any issue or problem that is the result of a verifiable, replicable error in the Software. Company will use commercially reasonable efforts to verify and replicate the issue or problem reported by Customer. If Technical Support and Customer reasonably determine that Customer’s issue or problem is not caused by Company or its systems, equipment, or software, and does not constitute a material failure of the Software to function in accordance with the Documentation, Company is not obligated to provide Support with respect to that issue or problem. Nevertheless, Company will, if possible, offer suggestions as to how Customer can remedy the problem and may offer to provide Additional Support as described in Section 8.

7.2 Exclusions. Company will not be responsible for Support to the extent an issue arises because Customer: (a) misuses, improperly uses, mis-configures, alters, or damages the Software; (b) uses the Software with unsupported hardware or software; (c) fails to install an update that would have resolved the issue; or (d) otherwise uses the Software not in accordance with the Master Agreement.

7.3 Remote Connection. Customer will cooperate with Company to allow remote connection using standard, commercially available remote control software where reasonably required to diagnose or resolve an Issue. Customer is solely responsible for instituting and maintaining proper security safeguards with respect to such remote connections.

8. Additional Support; Managed Services

8.1 Additional Support. Technical Support may determine that a Customer request is a request for assistance not covered by Section 2 (“Additional Support”). Examples of Additional Support include substantive questions regarding data or results, requests for configuration of the Software, specialized training regarding use of the Software, custom documentation, and consulting. If Company believes that it can appropriately and effectively provide the requested Additional Support, it will offer to do so at Company’s then-current rates for professional services pursuant to the Professional Services Terms and Conditions and a written Referencing Agreement, Statement of Work or Change Order between the parties.

8.2 Managed Services. For clarity, the Managed Services program is a separately purchased professional services offering governed by the Professional Services Terms and Conditions and the applicable Referencing Agreement. Managed Services are not a support offering under this Support Addendum, are not performed through Company’s standard Technical Support help desk, and do not modify Company’s Support obligations hereunder. Inquiries to Technical Support that are within the scope of a Managed Services subscription will be referred to the services team.

9. Submitting a Request

At the time of Customer’s initial call or email, the Representative should be prepared to provide: (a) the Representative’s name, company name and the Software product being used; (b) the type and release version of the browser and hardware being used; (c) a telephone number and alternate method of contact; (d) a concise description of the problem or question; (e) the time the error or problem occurred; (f) the circumstances under which the problem does or does not occur; and (g) specific error messages, error numbers, log files and program numbers. For new cases, Technical Support will document the supplied information and the Customer’s questions or issues, answer the questions or have the Representative run tests to further identify and isolate the problem, and research the problem and provide resolution in accordance with this Support Addendum.

10. Limitation of Liability

Company’s liability for Support shall be governed by and subject to the limitation of liability provisions set forth in the Master Agreement.

Annexure C — Licensing Addendum

Attached to and incorporated into the Master SaaS Terms and Conditions above. This Licensing Addendum describes the license models applicable to the Software, how license consumption is measured, and related definitions. Capitalized terms not defined here have the meanings given in the Master Agreement.

1. License Models

1.1 General. The license model for each Software product, and the associated quantities and use parameters, are stated in the Referencing Agreement. One or more of the models in this Section 1 may apply. Customer’s right to use each Software product is limited to the applicable model, quantities and parameters.

1.2 Named User. A Named User license is assigned to a specific, identified individual Authorized User. Named User licenses are personal and may not be shared or used by more than one individual. A Named User license may be permanently reassigned to another individual where the original individual no longer requires access (for example, on a change of role or departure), but licenses may not be rotated among individuals to avoid acquiring sufficient licenses.

1.3 Concurrent User. A Concurrent User license permits up to the licensed number of Authorized Users to access the applicable Software at the same time, regardless of the total number of individuals provisioned with credentials.

1.4 Employee-Based (HR Record). An Employee-Based license is measured by the number of employees and independent contractors of Customer (and any Affiliates listed in the Referencing Agreement) engaged on a full-time or part-time basis at any time during the applicable Subscription Year, without regard to how many individuals hold login credentials.

1.5 Event-Based (Onboarding). For Onboarding or other transactional Software, licensing is measured by “Events.” An “Event” is the use of the Software for the set of tasks and activities associated with a single employment or engagement process for a single individual (the “Event User”), such as new-hire onboarding, offboarding, promotion, or leave. One license is consumed when an Event User is first launched into an Event. Subsequent logins relating to the same Event do not consume additional licenses, but launching the same individual into a further Event consumes an additional license.

2. Measurement and Compliance

2.1 Measurement Period. License consumption is measured over each Subscription Year. Where a subscription period is shorter than twelve months, that shorter period is treated as a Subscription Year for measurement purposes.

2.2 Overage. Use of the Software or SaaS Services in excess of the licensed model, quantities or parameters is subject to additional Fees at Company’s then-current rates, which Company may invoice and Customer agrees to pay in accordance with Section 5 of the Master Agreement.

3. Reassignment and Records

3.1 Reassignment. Except where a license model in Section 1 expressly permits reassignment, login credentials are personal to the Authorized User and may not be shared. Event-Based (Onboarding) licenses, once consumed, are not reassignable.

3.2 Records. Customer will maintain records sufficient to verify its license consumption, consistent with Section 5.5 (Verification) of the Master Agreement.

Annexure D — Hosting Addendum

Attached to and incorporated into the Master SaaS Terms and Conditions above. This Hosting Addendum describes the hosting services, hosted environments, cloud infrastructure, hosting location and maintenance windows applicable to the SaaS Services. Capitalized terms not defined here have the meanings given in the Master Agreement.

1. Hosted Environment

1.1 Provision. Company provides the SaaS Services from hosted environments operated by Company or its cloud infrastructure providers. Customer is responsible for the network connections, software and equipment necessary to access the SaaS Services, as set out in Section 2.4 of the Master Agreement.

1.2 Cloud Infrastructure. The SaaS Services and Customer Data may, at Company’s option, be hosted on the infrastructure of one or more established third-party cloud infrastructure providers selected by Company, consistent with Section 4.7 of the Master Agreement. Company will ensure that the privacy and security controls of any such provider with respect to the SaaS Services meet or exceed those described in Company’s policies and its then-current audit report.

2. Hosting Location

2.1 Default Location. The SaaS Services will be hosted in the United States by default. The hosting location will be changed only where approved by both parties in writing, and any fees or charges required to move the hosting location will be borne as set out in Section 4.7 of the Master Agreement.

3. Environments

3.1 Production and Non-Production. Company may maintain production and non-production environments (including staging, user acceptance testing, quality assurance, development, sandbox, and demonstration environments). The availability, backup and retention commitments in the Master Agreement and the Service Level Addendum apply to the production environment only.

3.2 Data Segregation. Company will logically segregate Customer Data from the data of other customers and will maintain the administrative, technical and physical safeguards described in Section 4 of the Master Agreement.

4. Maintenance

4.1 Maintenance Windows. Scheduled maintenance is generally performed during Company’s standard maintenance window (Saturdays between 6:00 a.m. and 8:00 a.m. Eastern Time) and during product-upgrade maintenance activities, consistent with the exclusions in the Service Level Addendum. Company will use commercially reasonable efforts to provide advance notice of maintenance that Company expects to cause material disruption.

5. Resilience

5.1 Backup and Recovery. Company will maintain commercially reasonable backup and disaster-recovery practices for the production environment, consistent with Section 4.6 of the Master Agreement.

Annexure E — Global Data Privacy Addendum

Attached to and incorporated into the Master SaaS Terms and Conditions above. This Addendum governs the processing of Customer Data that constitutes personally identifiable information. Capitalized terms not defined here have the meanings given in the Master Agreement. In the event of a conflict between this Addendum and the body of the Master Agreement with respect to the processing of Personal Data, this Addendum controls.

1. Definitions and Roles

1.1 Definitions. “Personal Data” means Customer Data that identifies or relates to an identified or identifiable natural person. “Applicable Data Protection Laws” means the laws and regulations relating to privacy and the protection of Personal Data that apply to the processing of Personal Data under the Agreement.

1.2 Roles. As between the parties, Customer is the controller (or equivalent) and Company is the processor (or equivalent) with respect to Personal Data processed by Company on Customer’s behalf in providing the SaaS Services.

2. Processing

2.1 Instructions. Company will process Personal Data only to provide the Software and SaaS Services and in accordance with Customer’s documented instructions (including those set out in the Agreement), except where otherwise required by applicable law, in which case Company will, where legally permitted, inform Customer of that requirement.

2.2 Confidentiality. Company will ensure that personnel authorized to process Personal Data are bound by appropriate obligations of confidentiality.

3. Security and Sub-processors

3.1 Security. Company will implement and maintain the administrative, technical and physical measures described in Section 4 of the Master Agreement, designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Personal Data.

3.2 Sub-processors. Customer authorizes Company to engage sub-processors (including Company Affiliates and third parties, and including offshore entities and foreign nationals) to process Personal Data, provided each sub-processor is bound by data-protection obligations no less protective than those in this Addendum. Company remains responsible for the performance of its sub-processors.

4. Assistance and Incidents

4.1 Assistance. Taking into account the nature of the processing and the information available to Company, Company will provide reasonable assistance to Customer in responding to requests from data subjects to exercise their rights and in meeting Customer’s obligations relating to security and, where applicable, data-protection impact assessments.

4.2 Personal Data Breach. Company will notify Customer of a confirmed Security Incident affecting Personal Data in accordance with Section 4.3 of the Master Agreement and will reasonably cooperate with Customer in investigating and remediating the incident.

5. Transfers, Return and Audit

5.1 International Transfers. Where the processing of Personal Data involves a cross-border transfer that requires a specific transfer mechanism under Applicable Data Protection Laws, the parties will put in place an appropriate mechanism (for example, applicable standard contractual clauses), which are incorporated by reference to the extent required.

5.2 Return or Deletion. On termination or expiration of the Agreement, Company will return or delete Personal Data in accordance with Section 6.3 of the Master Agreement, except to the extent retention is required by applicable law.

5.3 Audit. Company will make available to Customer information reasonably necessary to demonstrate compliance with this Addendum, consistent with, and subject to the confidentiality obligations and frequency limits in, Section 4.1 of the Master Agreement.