Effective February 10, 2025
Version: 2.2

Master Services Agreement

This Master Services Agreement (“Master Agreement”) is between Hirevue, Inc. (“Hirevue” or “Company”) and the entity executing the applicable Ordering Document (“Customer”) and sets forth the terms under which Hirevue will provide and Customer will purchase a subscription to access and use Hirevue's cloud-hosted and related services as further described herein. Hirevue and Customer are each a “Party” and together the “Parties.” The terms and conditions of this Master Agreement shall be binding on the parties by mutual execution of the applicable Ordering Document which includes reference to this Master Agreement and as of the effective date of such Ordering Document (“Effective Date”).

1. Defined Terms. Capitalized terms shall have the meanings specified in this Section (Defined Terms) or as defined elsewhere in this Master Agreement.

   1. “Affiliate” means an entity controlled by or under common control with a Party where “control” means ownership or control of more than 50% of the voting interests of the subject entity.

   2. “Agreement” means collectively, this Master Agreement and all documents attached to or linked within this Master Agreement, together with all Ordering Documents executed and governed by this Master Agreement.

   3. “Applicable Law(s)” means all applicable and duly enacted federal, state and local laws, statutes, rules and regulations that are binding on and applicable to a Party in the conduct of its respective business, including applicable Data Protection Laws.

   4. “Data Protection Law(s)” is as defined in the Data Protection Addendum.

   5. “Authorized Users” means individually and collectively: (i) Customer’s Affiliates; (ii) “Customer Users” who are individuals authorized by Customer or its Affiliates (in writing, through Service’s security designation or by system integration) to access the Services on behalf of Customer or an Affiliate (e.g., Customer/Customer Affiliate employees inviting and/or reviewing Candidates); and (iii) “Candidates” who are applicants/candidates for employment invited by Customer Users to access the Services by utilizing an access link or other access authorization provided by Customer Users.

   6. “Background IP” means Hirevue’s proprietary technologies, material, content, processes, and information (including any and all modifications, updates and enhancements thereto and derivatives thereof) that underlie, form the basis for, or are otherwise deployed by Hirevue in connection with provision of the Services, including, without limitation: (i) software and hardware; (ii) source and object code; (iii) algorithms, user-interfaces, scoring components (e.g., weights and measures), scoring data, scoring syntax, outputs, technical logs, usage information, information systemically captured or computed, know-how, trade secrets, techniques, methodologies, works of authorship, designs, formats, tangible or intangible technical material or information, and data generated by or through the Services; and (iv) predictive, statistical, comparative, index, derivative, and contextual information.

   7. “Customer Configurations” means Platform, Service and Solution components that Customer may configure, set or implement independently (i.e., self-serve) or that Customer may designate, direct or approve for Hirevue to implement or configure on Customer’s behalf.

   8. “Customer Data” means data, materials and information provided, inputted or submitted by Customer or an Authorized User to the Services, comprised of: (i) Personal Data; (ii) interview and/or assessment responses; (iii) reviewer comments and/or Candidate ratings; and (iv) Customer-provided interview questions and (v) Customer’s trademarks, copyrights, tradenames and logos.

   9. "Content" means Hirevue’s information, content, and materials contained within the Services, Solutions, Documentation or Materials and/or otherwise made available by Hirevue to Customer via delivery of the Services, exclusive of Customer Data.

   10. "Data Protection Addendum” or “DPA” means the Data Protection Addendum available at https://www.hirevue.com/legal or equivalent document incorporated into this Master Agreement as an Exhibit attached hereto. For clarity, if a DPA is attached to this Master Agreement as an Exhibit or is separately signed by the Parties, such Exhibit or separately signed DPA will govern and control over the DPA linked above.

   11. "Documentation" means the Platform, Solution and Service(s) descriptions, service levels and technical specifications set forth at https://www.hirevue.com/legal.

   12. “IP Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

   13. “Materials” means reports, information and materials that are generated, provided or made available to Customer under the access rights granted pursuant to the Subscription License. If included, such Materials will be specified in the Ordering Document.

   14. “Ordering Document” means all statements of work (SOW), service orders, order form(s) and/or other ordering documents, as applicable, mutually executed by the Parties identifying any of the Services being purchased by Customer and specifying the Fees, Parameters for Use, other applicable commercial terms. Each executed Ordering Document shall be incorporated into and governed by this Master Agreement..

   15. “Personal Data” is as defined in the Data Protection Addendum.

   16. “Platform” means Hirevue’s cloud-hosted technology platform(s) used to host the Solutions and deliver the Services.

   17. "Services" means the one-time and/or recurring services provided by Hirevue and purchased by Customer as specified on the applicable Ordering Document.

   18. “Solution(s)” means Hirevue’s software solution products, applications and related technologies (e.g., assessment products, interviewing products, messaging products, related integration products).

   19. "Subscription Term" means the duration for which Hirevue will provide and Customer will have access to the applicable Services under any individual Ordering Document.

   20. "Talent Management Activities" means Customer's activities, policies, practices, decisions and actions related to or in connection with its talent recruiting, selection, acquisition, development, retention and/or management activities in its capacity as a recruiter and/or employer and all legal compliance obligations associated therewith.

   21. “Updates” means any and all updates, revisions, corrections, bug fixes, release notes, modifications, enhancements, improvements and upgrades to the Services, Solutions or Platform implemented from time to time by Hirevue as part of routine maintenance and made generally available for production use without additional Fees.

2. License Grant; Performance Obligations; Documentation and Updates.

   1. Provision of Services; Subscription Access and License Grant. Pursuant to the terms and conditions of the Agreement (including a mutually executed Ordering Document and for the Subscription Term set forth therein): (i) Hirevue shall provide and/or make the Services available to Customer; and (ii) as may be necessary to receive the Services, Hirevue grants to Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable (upon termination as provided herein) and limited subscription to remotely access and use the Platform and applicable Solution(s) and license to use and copy the applicable Documentation and Materials, in each case, solely for Customer's internal business purposes, and in accordance with the Documentation.

   2. Hirevue Performance Obligations. The Services shall conform in all materials respects to the applicable Documentation. If these performance obligations are not satisfied, Customer must promptly notify Hirevue in writing and as Hirevue's sole obligation and Customer's sole and exclusive remedy, Hirevue will (to the extent commercially practicable) promptly re-perform, repair, update or replace the applicable Services to address such deficiency. Hirevue will have no warranty obligation under this Section (Hirevue Performance Obligations) to the extent that such non-conformity: (i) is not material or cannot be reproduced in the course of evaluation; (ii) arises due to a Force Majeure Event; or (iii) results from Customer's (or Authorized User's) violation of the Agreement.

   3. Documentation; Updates. Hirevue may modify the Documentation to reflect new features or changing practices, but the modifications may not materially decrease Hirevue’s overall obligations during a Subscription Term. Hirevue may at any time with or without notice to Customer implement Updates, but such Updates shall not materially decrease functionality and shall not carry additional Fees. Any Updates that carry additional Fees may be implemented only pursuant to mutually executed Ordering Document. Certain Services and Solutions have unique functionalities and require that Hirevue and Customer assume additional commitments and obligations with respect to those specific Services and Solutions, which, if applicable, will be referenced in the Ordering Document and incorporated herein by this reference.

3. Fees; Taxes.

   1. Fees. The fees for Services (the “Fees”), invoice and payment schedule are as set forth in the Ordering Document. Except in the case of termination by Client due to Hirevue’s undisputed uncured breach under Termination for Breach Section of this Master Agreement, Ordering Document obligations are final and non-cancelable, and Fees are non-refundable (including for under-utilization). In addition to Fees, Customer will reimburse Hirevue for any pre-approved and documented expenses (e.g., travel) incurred in the provision of Services (without further mark-up), within 30 days after invoice date. Fee disputes must be raised by Customer in writing within thirty (30) days after invoice date, and failure to timely notify shall be a waiver of such dispute.

   2. Basis of Fees; Scope and Parameters of Use. Fees for Services are based on the scope and parameters specified in the applicable Ordering Document (e.g., number of incumbents/headcount, access rights, number of uses, number of hires) (“Parameters of Use”). Upon request, Customer agrees to provide Hirevue with information reasonably necessary for Hirevue to confirm Customer’s compliance with the Parameters of Use. In the event Customer exceeds the applicable Parameters of Use, Hirevue may automatically invoice and Customer shall pay Fees aligned with the adjusted Parameters of Use applicable to the remainder of the then-current annual period, and any subsequent annual period(s) during the Subscription Term may automatically be invoiced at the rate applied to the adjusted Parameters of Use.

   3. Taxes. Customer is responsible for sales, use, GST, value-added, withholding or similar taxes or levies that apply to the Services covered by each Ordering Document, whether domestic or foreign (“Taxes”), other than Hirevue’s income tax. If Hirevue has a legal obligation to pay or collect Taxes for which Customer is responsible under the Agreement, the appropriate amount shall be computed based on Customer’s “ship to” address, unless Customer provides Hirevue with a valid tax exemption certificate authorized by the appropriate taxing authority.

   4. Suspension for Non-Payment. Except for Fees subject to a reasonable and good faith dispute, if a payment is more than 60 days past due and Hirevue has provided at least 15 days written notice to Customer, Hirevue may suspend the Service, without liability to Customer, until such amounts are paid in full. Customer will be obligated for Fees related to the suspension period. For the avoidance of doubt, a suspension shall not modify the Subscription Term or the obligations for payment of Fees under the Agreement.

   5. Purchase Order Requirements. If a purchase order is to be required by Customer, it is Customer’s sole responsibility to provide Hirevue with the required purchase order information in a timely manner . Failure to timely provide a purchase order to Hirevue shall not serve to modify or extend the invoice date(s), payment due date(s), or other terms specified in the Agreement.

4. Customer Responsibilities.

   1. Standard Use Restrictions. Neither Customer nor its Authorized Users shall, nor permit any third party to do or attempt to do any of the following with respect to or in connection with the Services, Solutions, Documentation, Materials or Background IP: (i) distribute, disseminate, resell, sublicense or otherwise make available to any third party (except to Authorized Users as permitted herein); (ii) breach the use rights granted herein or otherwise attempt to gain unauthorized access; (iii) translate, reverse engineer, dismantle, decompile, disassemble, or attempt to reconstruct, derive or intrude; (iv) misuse by sending spam or any other form of duplicative or unsolicited messages; (v) modify or create derivative works from or copy or duplicate any features, functions, integrations, interfaces or graphics (except Customer may make a reasonable number of copies of the Documentation for its internal business purposes only); (vi) remove, obscure, or alter any proprietary rights notice or add any other notices or markings; (vii) incorporate, merge, combine or integrate any part thereof into any other product, software, interface, process or service; (viii) access or use to build a competitive product or service or otherwise to the detriment of Hirevue of its business; (ix) use in any manner which infringes or violates any IP Rights of Hirevue or of any third party or violates Applicable Law; or (x) use other than expressly authorized by the Documentation, Materials, or any End User License Agreement or Acceptable Use Policy.

   2. Use Obligations. Customer acknowledges that Hirevue is solely a technology platform provider and does not participate in the interview, evaluation, rating, selection, or hiring of candidates and accordingly, Customer is solely responsible and Hirevue takes no responsibility for the following: (i) Customer’s compliance with Applicable Laws in connection with Customer’s use of the Services and its Talent Management Activities; (ii) Customer’s obligation to keep Customer Users informed that the Services and Solutions are not intended to be the sole or exclusive basis for any candidate evaluation, rating, or selection decisions; and (3) Customer Configurations.

   3. Export Controls. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction. For further information on these restrictions, see http://www.bis.doc.gov/ and http://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx.

   4. Accommodation. The Platform and Solutions may include the ability for Customer to present Candidates with instructions for requesting accommodation. Customer is solely responsible for (i) providing Hirevue with Candidate-facing instructions for requesting an accommodation, (ii) engaging in the "interactive process" with any Candidate who requests accommodation, (iii) making determinations regarding the reasonableness, effectiveness, or potential undue burden associated with any requested accommodation, and (iv) providing any accommodations to a Candidate, including any accommodation that may be needed to ensure accessibility.

5. IP Rights and Ownership.

   1. Customer’s IP Rights and Ownership. As between Hirevue and Customer, Hirevue agrees that all right, title and interest (including IP Rights) in and to all Customer Data are owned exclusively by Customer. All rights in and to the Customer Data not expressly granted by Customer to Hirevue under this Master Agreement are reserved to and retained by Customer. Customer represents that it owns or otherwise has, and at all times during the Subscription Term will have, the necessary rights and consents in and relating to the Customer Data, so that, as received by Hirevue and processed in accordance with the Agreement, such activities do not and will not be in violation of Applicable Law or result in infringement, misappropriation or violation of any rights of any third party. Customer hereby grants to Hirevue a license to reproduce, display and use Customer Data as necessary to provide and enhance the Services. As additional consideration for the Services, Hirevue may identify Customer as a Hirevue customer on Hirevue’s website and in its advertising and marketing materials and activities, and Customer hereby grants to Hirevue the right to use Customer’s trademarks, tradenames and logos for the foregoing limited purpose. Additionally, subject to Customer’s prior review and consent, Hirevue may develop and publish case studies and/or press releases based upon Customer's use of the Services.

   2. Hirevue’s IP Rights and Ownership. Customer agrees that all right, title and interest (including IP Rights) in and to the Platform, Services, Solution(s), Documentation, Content and Materials, and all Updates thereto and all derivatives thereof, are owned exclusively by Hirevue. All rights not expressly granted by Hirevue to Customer under this Master Agreement are reserved to and retained by Hirevue. This Master Agreement grants subscription access and license rights as described herein and except for the limited rights expressly granted herein, no other rights are granted and no other use permitted. This Agreement is not a sale and does not assign, transfer or convey to Customer or any Authorized User any rights of ownership or any IP Rights (except as expressly set out in this Master Agreement) in or related to the Platform, Services, Solution(s), Documentation, Content or Materials. Notwithstanding anything herein to the contrary, the Agreement does not grant, assign, transfer or convey to Customer or any Authorized User any right, title, license, or interest of any kind in or to any Background IP, all of which is owned exclusively by the Hirevue. Hirevue may use or act upon any suggestions, enhancement requests, recommendations or other feedback provided by Customer and/or its Authorized Users relating to the operation or functionality of the Service.

6. Rights and Obligations Regarding Data.

   1. Hirevue’s Data Protection Obligations. Hirevue acknowledges that some Customer Data may contain Personal Data, and Hirevue represents and warrants it will take commercially reasonable steps to protect Personal Data in Hirevue's possession or control by complying with the obligations set forth in the Data Protection Addendum. Hirevue will implement, maintain, and follow reasonable, industry-standard technical and organizational measures (as more fully specified in the DPA) designed to secure and protect Personal Data in compliance with Applicable Laws. Hirevue will provide to Customer, upon request and without charge, copies of third-party audit reports and/or compliance certificates for the Hirevue Services where available. Customer Data will be transmitted directly to and hosted by a third-party cloud hosting provider (the “Hosting Provider”) and Customer Data will be stored and maintained in accordance with the Hosting Provider’s applicable terms and conditions. Hirevue makes no guarantees as to the availability of the Hosting Provider’s services.

   2. Prohibited Data. Customer acknowledges that use of the Services does not require and absent Hirevue’s prior written approval Customer shall not (directly or indirectly) provide to Hirevue or input or submit to the Services any of the following categories of data: Protected Health Information PHI, Sensitive Personal Information SPI or Special Categories of Data (in each case, as such is defined under Applicable Data Protection Law). Hirevue is not responsible for reviewing information submitted into the Services and Customer shall ensure that no Customer Data constitutes or contains Prohibited Data.

   3. Confidentiality Obligations.

      1. Each Party, in its capacity as receiving Party, agrees it will: (a) use Confidential Information of disclosing Party only for and to the extent necessary to perform its obligations or exercise its rights under the Agreement or as otherwise permitted in writing by the disclosing Party (“Purpose”), (b) not disclose Confidential Information to third parties without disclosing Party’s prior approval (except as permitted below), (c) protect Confidential Information using at least the same precautions receiving Party uses for its own similar information and no less than a reasonable standard of care, (d) not remove proprietary markings from Confidential Information or reverse engineer technology provided as Confidential Information, and (e) not export Confidential Information or any direct product of Confidential Information in violation of export laws.

      2. Recipient may disclose Confidential Information to its employees, agents, advisors, Affiliates, contractors, current or prospective investors, lenders, or acquirers having a legitimate need to know in furtherance of the Purpose, provided these representatives are bound by confidentiality obligations no less protective of disclosing Party’s Confidential Information than contained in this Section (Confidentiality Obligations) and receiving Party remains responsible for their compliance with the terms of the same. Recipient may disclose Confidential Information to the extent required by law, subpoena or court order, provided (to the extent legally permitted) it provides disclosing Party reasonable advance notice of the required disclosure. In the event that such protective order or other remedy is not obtained, or disclosing Party grants a waiver hereunder, receiving Party may furnish that portion (and only that portion) of the Confidential Information which Receiving Party is legally compelled to disclose, and exercise reasonable efforts to obtain confidential treatment for the Confidential Information. Disclosing Party shall have the right to seek injunctive relief to enjoin any breach or threatened breach of this Section (Confidentiality Obligations) (in addition to other remedies available at law or in equity), it being acknowledged by the Parties that other remedies may be inadequate.

      3. For the purposes of the Agreement, "Confidential Information" means the terms of the Agreement and any other information (including technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions or know-how) disclosed by or on behalf of disclosing Party to receiving Party, in any form, which (a) disclosing Party identifies to receiving Party as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Receiving Party’s obligations in this Section (Confidentiality Obligations) do not apply to information that it can document: (1) is or becomes publicly available through no fault of receiving Party, (2) it rightfully knew or possessed prior to receipt from disclosing Party without confidentiality restrictions, (3) it rightfully received from a third party without confidentiality restrictions, or (4) it independently developed without using or referencing disclosing Party’s Confidential Information.

   4. Data Retention and Export. Customer hereby directs Hirevue to store Customer Data and Materials during the applicable Subscription Term for two (2) years from the date of initial storage, after which period Hirevue may delete it in accordance with its policies. Data retention periods are Customer Configurations and Hirevue shall not be liable for retention periods in excess of that permitted by Applicable Law. Upon termination or expiration of this Master Agreement or the applicable Ordering Document, Hirevue shall have no further obligation to store corresponding Customer Data or Materials. Customer may obtain an export of Customer Data: (i) by using Hirevue's application API (which is standard functionality of the Platform); or (ii) through an alternate method upon such terms (and for such fee) as described in an Ordering Document. Hirevue shall have no liability with respect to Customer Data after such data is extracted from the Hirevue Platform. Hirevue will promptly delete all Customer Data in Hirevue's possession upon receipt of written request from Customer.

   5. Hirevue Data Usage Rights. Customer grants Hirevue the right to use Customer Data in connection with performance and enhancement of the Services. Hirevue may collect, use and retain data derived from Customer’s use of the Services (“Usage Data”) for purposes of its internal research and development, including training and product improvement. Hirevue retains all rights in and to the Usage Data as well as all results and improvements arising from the research and development activity. Customer acknowledges that Usage Data may include aggregated Customer Data components but in no event shall Usage Data be published unless pseudonymized in a manner that does not identify, and cannot be re-identified to, Customer or any individual user.

7. Infringement. In the event Customer’s use of Services is restricted, temporarily or permanently, by court order, due to a third party claim alleging that such use infringes, violates or misappropriates such third party’s IP Rights (an “Infringement Claim”), then Hirevue will, at its sole option and expense: (i) obtain for Customer the right to continue receiving the impacted Services, or (ii) replace or modify the impacted Services so they are non-infringing without materially decreasing functionality or performance, or (iii) in the event the first two options are not commercially reasonable, terminate the Services that are impacted by such Infringement Claim and refund to Customer any pre-paid but unused Fees associated with the terminated Service portion(s). In addition, Hirevue shall be obligated to indemnify for Infringement Claims in accordance with the Section (Indemnification) below. THE RIGHTS AND REMEDIES IN THIS SECTION 7 (Infringement), TOGETHER WITH HIREVUE’S INDEMNIFICATION OBLIGATION UNDER SECTION 9 STATE HIREVUE’S SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION AND CUSTOMER’S SOLE AND EXCLUSIVE RIGHT AND REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS. Notwithstanding the foregoing, Hirevue will have no liability or obligation under this Section (Infringement) or Section (Indemnification) with respect to any Infringement Claim that arises from Customer’s access or use that is unauthorized, in violation or breach of the Agreement or in combination with third-party software or systems (where the Infringement Claim would not be valid but for such combination).

8. Term; Renewal; Termination; Suspension.

   1. Agreement Term. The Agreement will commence on the Effective Date and will continue in effect (unless otherwise terminated as provided herein) for as long as there is an Ordering Document in effect hereunder; provided that (unless otherwise mutually agreed in writing by the parties) this Agreement will automatically terminate in the event there is no Ordering Document in effect for a consecutive period of three (3) years (the “Term”).

   2. Subscription Term; Renewal. The initial period of the Subscription Term: (i) is as specified in the applicable Ordering Document; and (ii) shall automatically renew for successive renewal periods equal to the longer of (a) the Subscription Term initial period, or (b) one (1) year. For clarity, if an Ordering Document specifies a multi-year period (i.e., greater than one (1) year), the full multi-year period shall be deemed the “initial period” of the Subscription Term, and renewal periods shall commence after completion of the multi-year period. If an Ordering Document auto-renews, Fees applicable to each year of the renewal period shall be subject to a 10% annual increase year over year. If either Party intends not to renew the applicable Ordering Document, written notice of non-renewal must be delivered to renewals@hirevue.com at least sixty (60) days prior to the end of the then-current Subscription Term period (the “Renewal Notice Date”). Failure to deliver timely notice of non-renewal on or before the Renewal Notice Date shall result in automatic renewal of such Ordering Document.

   3. Termination For Breach. Either Party may terminate the Agreement or any individual Ordering Document for cause if the other Party materially breaches any material obligation, representation or warranty and fails to cure the breach within thirty (30) days after receiving written notice from the non-breaching Party. If there are multiple Ordering Documents in effect under this Agreement and there is uncured breach with respect only to an individual Ordering Document, the non-breaching Party shall have the right to terminate under this Section (Termination for Breach) only the individual Ordering Document in respect of which the uncured breach is to have occurred. Upon termination by Hirevue under this Section, Customer shall pay any and all Fees due or to become due for the affected Service that was to be paid after the effective date of termination. Upon termination by Customer for an undisputed material breach pursuant to this Section (Termination for Breach), Hirevue shall refund any prepaid Fees for the affected Service that was to be provided after the effective date of termination. Any disputed breach claims shall be subject to dispute resolution process as set forth in this Master Agreement but unless or until resolved in Customer’s favor, such dispute shall not restrict or limit Customer’s payment obligations.

   4. Effect of Termination. Upon termination of the Agreement or any individual Ordering Document, Hirevue will cease provision of the applicable Services and Customer’s right to access will immediately and automatically terminate. Upon termination of the Agreement, the Customer shall, at the request of the Hirevue, return any Hirevue intellectual property in its possession or control.

   5. Surviving Provisions. Any provisions which by their terms extend beyond expiration or termination or which are necessary to interpret the respective rights and obligations of the parties hereunder shall survive any termination or expiration of the Agreement, including without limitation, the Sections on fees, confidentiality obligations, IP rights/ownership, disclaimers, limitations on liability, term and termination, governing law/venue, dispute resolution and general provisions.

9. Indemnification.

   1. Hirevue’s Indemnification Obligation. Hirevue agrees to indemnify, defend and hold Customer, and its officers, directors, employees, agents, successors and permitted assigns (“Customer Indemnitees”) harmless from and against any third-party claims, suits, actions, proceedings, demands, or judgments, and any resulting losses, payments, liabilities, fines, settlements, penalties, damages, costs, and expenses actually incurred (including reasonable legal fees) (collectively, “Third Party Claims”) to the extent arising from: (i) an Infringement Claim; (ii) Hirevue’s fraud or willful misconduct; or (iii) Hirevue’s violation of Applicable Law.

   2. Customer’s Indemnification Obligation. Customer agrees to indemnify, defend and hold Hirevue and its Affiliates, and their respective officers, directors, employees, agents, successors and permitted assigns (“Hirevue Indemnitees”) harmless from and against any Third Party Claims to the extent arising from: (i) Customer’s Talent Management Activities; (ii) Customer's use of the Services; (iii) Customer Configurations; (iii) Customer’s fraud or willful misconduct; or (iv) Customer’s violation of Applicable Law.

   3. Indemnification Process. The indemnifying Party’s obligations in this Section (Indemnification) are subject to receiving from the indemnified Party: (i) prompt notice of the claim (but delayed notice will only reduce the indemnifying Party’s obligations to the extent it is prejudiced by the delay), (ii) the exclusive right to control the claim’s investigation, defense and settlement; and (iii) reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party may not settle a claim without the indemnified Party’s prior approval if settlement would require the indemnified Party to admit fault or take or refrain from taking any action (except regarding use of the Service when Hirevue is the indemnifying Party). The indemnified Party may participate in a claim (on a non-controlling basis) with its own counsel at its own cost and expense.

10. Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HOWEVER CAUSED AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, WARRANTY, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR INDEMNITY)), AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (A) HIREVUE'S TOTAL CUMULATIVE LIABILITY UNDER THE AGREEMENT SHALL BE LIMITED TO AND SHALL NOT EXCEED THE RECURRING ANNUAL SERVICE FEES PAID WITHIN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS UNDER THE APPLICABLE ORDERING DOCUMENT UNDER WHICH SUCH CLAIM AROSE; AND (B) HIREVUE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT LOSSES, COSTS OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR REVENUE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, LOSS OF USE OR DATA. THE RIGHTS AND REMEDIES OF EACH PARTY UNDER THIS AGREEMENT CONSTITUTE A LIMITED, SOLE AND EXCLUSIVE REMEDY.

    EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ''AS IS'' AND USED AT CUSTOMER'S OWN RISK. CUSTOMER ACKNOWLEDGES AND AGREES THAT HIREVUE IS A TECHNOLOGY PLATFORM PROVIDER AND DOES NOT PARTICIPATE IN OR OTHERWISE MAKE DECISIONS WITH RESPECT TO THE CANDIDATE INTERVIEW, ASSESSMENT, EVALUATION OR SELECTION PROCESS.

    CUSTOMER IS SOLELY RESPONSIBLE FOR ITS TALENT MANAGEMENT ACTIVITIES. EXCEPT AS EXPRESSLY SPECIFIED HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: 1) HIREVUE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY; AND 2) HIREVUE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, NOR TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER.

11. Miscellaneous.

    1. General Provisions: The Agreement: (i) constitutes the complete agreement between the parties regarding the subject matter contained herein and unless expressly specified elsewhere herein, supersedes all prior and contemporaneous negotiations and agreements, written or oral between the parties related to the subject matter of this Agreement; (ii) may be amended only by a written instrument executed by a duly authorized representative of each Party and no usage of trade or other regular practice or method of dealing between the parties shall be used to modify, interpret, supplement, or alter in any manner the terms of the Agreement; (iii) is not assignable by either Party except with the prior written approval of the other Party (not to be unreasonably withheld or delayed); (iv) is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns; and (v) may be signed in counterparts, each of which constitutes an original and all of which together constitute one and the same instrument and a signature transmitted via facsimile, scanned and electronically transmitted, or third party e-signature system will be deemed an enforceable signature for the purpose of demonstrating the signing Party’s assent to the Agreement (and each component part thereof) shall be treated as originals and shall be legally binding.

    2. Governing Law; Venue: If Customer is headquartered in North America, this Agreement is made in accordance with and is governed and construed under the Laws of The State of Delaware, without reference to such state’s conflicts of laws principles. Customer consents to the sole jurisdiction and venue of the state or federal courts of New Castle County, Delaware for actions related to the subject matter hereof and irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar ground. The United Nations Convention on Contracts for the International Sale of Goods or the Uniform Commercial Code or similar statutes shall not apply with respect to this Agreement.

       If Customer is headquartered in EMEA or UK, this Agreement is made in accordance with and is governed and construed under the Laws of England/Wales. Customer consents to the sole jurisdiction and venue of the Courts of England/Wales for actions related to the subject matter hereof and irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar ground. The United Nations Convention on Contracts for the International Sale of Goods or the Uniform Commercial Code or similar statutes shall not apply with respect to this Agreement.

       If Customer is headquartered in APAC, this Agreement is made in accordance with and is governed and construed under the Laws of Australia. Customer consents to the sole jurisdiction and venue of the Courts of New South Wales, Australia for actions related to the subject matter hereof and irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar ground. The United Nations Convention on Contracts for the International Sale of Goods or the Uniform Commercial Code or similar statutes shall not apply with respect to this Agreement.

    3. Dispute Resolution; Arbitration. Any disputes arising from or related to the Agreement will first be subject to good faith discussions between the Parties. If such disputes cannot be resolved with good faith discussions between executives with decision-making authority within ten (10) business days after discussions commence, then the Parties agree that such disputes shall be resolved by confidential arbitration before a single arbitrator. The governing law shall be as set forth in the Governing Law/Venue Section, and otherwise according to the Commercial Arbitration Rules of the American Arbitration Association. The language of the arbitration shall be English. The dispute shall be finally settled within twelve (12) months after appointment of the arbitrator. Judgment on the award rendered by the arbitrator may be enforced in any court having jurisdiction thereof.

       Notwithstanding anything to the contrary in this paragraph, either Party may: (i) apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory injunctive relief; (ii) seek redress in any court of competent jurisdiction in order to enforce its IP Rights or protect Confidential Information; or (iii) seek redress in any court of competent jurisdiction for claims relating to non-payment under this Agreement. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

    4. Interpretation; Severability. If any provision of the Agreement is determined to be invalid or unenforceable under Applicable Law, the provision shall be amended and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law, and the remaining provisions of the Agreement shall continue in full force and effect. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Except as otherwise expressly stated in the Agreement, the rights and remedies of each Party under the Agreement constitute a limited, sole and exclusive remedy.

    5. Order of Precedence. In the event of any direct conflict between this Master Agreement and any Ordering Document, the Ordering Document will control with respect to the Services covered under that Ordering Document. Terms, provisions or conditions contained in or on any purchase order, acknowledgement, vendor portal registration site, Supplier terms or codes of conduct, “click through” or other online or pre-printed business form or writing that Customer may provide to Hirevue or use in connection with the procurement of Services (whether or not separately signed) (“Procurement Documents”) will have no effect on the rights, duties or obligations of the Parties hereunder, regardless of any failure to object to such Procurement Documents, and the terms of the Agreement shall in all cases govern over any conflicting terms contained in any such Procurement Documents.

    6. Independent Contractor; No Third-Party Beneficiaries. Hirevue is being engaged as an independent contractor; nothing in the Agreement creates any agency, employment, partnership, fiduciary or joint venture relationship between the parties; and neither Party has authority to bind or obligate the other. Only Hirevue and Customer may enforce the Agreement and the parties agree that no third party is intended to benefit from, nor may any third party seek to enforce, any of the terms of this Agreement. Each party is responsible for acts and omissions of its respective employees, agents, representatives and the Customer is responsible for breach or violation of this Agreement by its Authorized Users. Customer is responsible for its Affiliate and Customer User compliance with this Agreement and any breach by its Affiliates or Customer Users shall be deemed a breach by Customer. Any reference herein to “Customer” shall include Customer Affiliates to the extent Customer Affiliates are accessing the Platform or receiving the Services.

    7. Force Majeure. Neither Party shall be liable for any failure or delay in performance under this Agreement for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, without limitation, act of God, war, natural catastrophe, civil disobedience, court order, or third-party criminal activity (“Force Majeure Event”). Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused. Payment obligations shall not be delayed or excused as a result of Force Majeure Events unless provision of Service is also suspended or delayed by such event.

    8. Subcontracting. Hirevue uses subcontractors (including Hosting Provider) and permits them to exercise Hirevue’s rights and fulfill Hirevue’s obligations hereunder, but Hirevue remains responsible for such subcontractor’s compliance with and for its overall performance under this Agreement. Hirevue maintains a list of its approved subcontractors at https://www.hirevue.com/legal. This Section (Subcontracting) does not limit any additional terms applicable to sub-processors under the DPA.

    9. Notices. Hirevue may give general notices applicable to all Customers by means of a notice in the Platform or via an email to the designated Customer account administrator. All legal or dispute-related notices will be sent by nationally recognized overnight courier, if to Hirevue, attention Legal Department at 10876 South Riverfront Pkwy, Suite 500, South Jordan, UT 84095 with a copy via email to Contracts@hirevue.com, and if to Customer, to Customer’s account representative and address set forth on the latest Ordering Document with a copy via email to the designated Customer account administrator. The Parties shall update their address for notices in writing from time to time by submitting updated information in accordance with this Section (Notices).

    10. Updates to Legal Webpage. For Customer to be notified of any new terms or updates to the Hirevue legal webpage, Customer must subscribe to, and is responsible for keeping its contact details up to date in order to receive notifications via https://www.hirevue.com/legal.

    11. Linked Terms – Updates and Modifications. Hirevue reserves the right at any time to modify this Agreement in Hirevue’s sole discretion without additional liability to Customer. This Agreement, as amended, will be effective upon signing the Ordering Document for new users and effective for all existing users 15 days after the posting of any amended terms on the Hirevue.com website. You agree to be bound by this Agreement, as modified. Please review the most current version of this Agreement from time to time, located at https://www.hirevue.com/legal (or such successor URL as Hirevue may provide), so that you will be apprised of any changes.