CodeSignal Master Subscription Agreement

2. Scope of Agreement

This Agreement sets forth the terms and conditions for Customer’s use of the Services on purchase of the Services subject to an applicable Order Form. From time to time, Customer may add new Order Forms, which, upon execution by the applicable parties, will be subject to the terms and conditions of this Agreement.

2.1. Access

CodeSignal shall provide Customer with access to the Services as identified in an applicable Order Form and according to the service levels indicated in Exhibit A – Service Level Agreement, which is attached hereto.

2.2. Named Users

No registered User account may be shared or accessed by more than one User, and Customer will not, and will not permit its Users to, share a User account with any other individual.

2.3. Hosted Maintenance and Support

Hosted Maintenance and Support. CodeSignal shall provide Customer with maintenance and support services as described in Exhibit A – Service Level Agreement.

4.1. No Resale

The Services are to be accessed by Customer and its designated Users only, and only for Customer’s internal business purposes, not for resale or unauthorized distribution to any third party.

4.2. Access of Service by Users

Access of Services by Users. Customer shall: (i) be solely responsible for the content of all visual, written or audible communications of its Users’ accounts; (ii) not use the Services to send unsolicited mass mailings outside such Customer’s organization; (iii) comply with Customer’s data privacy policy and security rules in using the Services; and (iv) not use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although CodeSignal and its third party suppliers and partners are not responsible for any such communications, CodeSignal and its third party suppliers and partners may delete any such communications of which CodeSignal or its third party suppliers or partners become aware of, at any time without notice.

4.3. Maintenance and Support Obligations

Maintenance and Support Obligations. In addition to the terms and conditions specified in Exhibit A – Service Level Agreement, CodeSignal obligations to provide support services are subject to the following: (a) Customer shall reasonably assist CodeSignal to duplicate and resolve errors; (b) Customer shall document and promptly report all encountered errors or malfunctions related to the Services to CodeSignal; and (c) Customer shall use reasonable efforts to carry out procedures to resolve errors or malfunctions within a reasonable time after such procedures have been communicated to Customer by CodeSignal or by a third party acting on CodeSignal behalf.

5.1. Fees

Customer shall pay to CodeSignal the fees specified in an Order Form entered into between Customer and CodeSignal.

5.2. Invoicing and Payment

Unless otherwise indicated in the applicable Order Form, CodeSignal shall invoice Customer in advance for all fees for the Services, and fees are nonrefundable and not subject to apportionment by Customer. Payment terms are thirty (30) days calculated from the date of invoice. All late payments shall bear interest at the lesser of the rate of 1.0% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. In addition to all other remedies available under this Agreement or at law which CodeSignal does not waive by the exercise of any rights hereunder, CodeSignal shall be entitled to suspend the provision of any Services if the Customer fails to pay any undisputed amounts/fees when due hereunder and such failure continues for fifteen (15) days following written notice thereof. All payments must be made in U.S. dollars.

5.3. Taxes

Customer shall pay for taxes imposed in conjunction with this Agreement, including sales, use, excise and similar taxes based on or measured by charges payable under this Agreement and imposed under authority of federal, state or local taxing jurisdictions. This Customer obligation specifically excludes foreign, federal, state and local taxes based upon CodeSignal revenues, net income, number of employees, or corporate existence.

5.4. Pricing

CodeSignal reserves the right to unilaterally determine and modify its pricing for its Services without any prior notice to Customer. Where a Order Form is in effect, the pricing for the Services shall remain as agreed for the term specified in such Order Form.

6.1. Non-Personally Identifiable Data License and Restrictions

Subject to the terms and conditions of this Agreement, Customer agrees to and hereby grants to CodeSignal a non-exclusive, worldwide, royalty-free, fully paid- up, sublicenseable license to use, reproduce, copy, modify, make derivative works of, distribute, and otherwise exploit Non-Personally Identifiable Data solely for the purposes of (i) providing the Services to Customer; and (ii) developing, enhancing and supporting the Services.

6.2. Data Ownership

Customer will retain all rights to Customer Data or other materials uploaded or created by Customer on or through the Services (“Customer Content”). By submitting, posting or displaying Customer Data and/or Customer Content on or through the Services which are intended to be made available to Users or Candidates, Customer grants CodeSignal a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Customer Data and/or Customer Content solely in conjunction with the Services for the purpose of performing CodeSignal obligations under this Agreement. Customer represents and warrants that it has all rights, power and authority necessary to grant the rights granted herein to any such Customer Data and/or Customer Content.

7.1. Confidential Information

“Confidential Information” means any technical or non- technical information related to the past, current or proposed operations, products, technology, services or business that one party (the “Disclosing Party”) discloses or otherwise makes available in any manner to the other party (the “Receiving Party”), or to which the Receiving Party may gain access in the performance of its obligations or the exercise of its rights hereunder, whether such information is disclosed orally, visually or in writing, and whether or not bearing any legend or marking indicating that such information or data is confidential, including without limitation software, know-how, processes, trade secrets, manuals, reports, procedures, and methods. Confidential Information also includes proprietary or confidential information of any third party that may be in the Disclosing Party’s possession, as well as the terms of this Agreement. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement. Unless expressly permitted by this Agreement, the Receiving Party will not disclose the Confidential Information of the Disclosing Party to any third party, except to those employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who have signed confidentiality agreements (or are otherwise under a duty of confidentiality) no less protective of Confidential Information than the terms of this Agreement. The Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and/or unauthorized use of the Disclosing Party’s Confidential Information. Without limiting the foregoing, the Receiving Party will protect the Disclosing Party’s Confidential Information from disclosure and/or unauthorized use in the same manner as the Receiving Party protects its own confidential or proprietary information of similar type and importance.

7.2. Exceptions

Confidential Information shall not include any information the Receiving Party can document: (a) was already lawfully known by the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, or (ii) required by law or by the order or a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

7.3. Return of Confidential Information

The Receiving Party will, at Disclosing Party’s option, either return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the termination of this Agreement, whichever comes first. In addition, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 7.3.

8.1.1. Documentation

CodeSignal represents and warrants that any and all documentation for the Services provided by CodeSignal (the “Documentation”) will be accurate and complete and will be revised by CodeSignal on a timely basis at no cost to Customer to reflect material changes and updates to the Services.

8.1.2. Services

CodeSignal represents and warrants that the Services shall (i) function properly and in conformity with the warranties herein and the Documentation (as applicable) provided as Services hereunder, and (ii) operate on the computer hardware and software environment as identified in its Documentation relating to the Services.

8.1.3. Other

CodeSignal represents and warrants that: (i) it has obtained all necessary rights to comply with its obligations under this Agreement and to allow the Customer to exercise its rights under this Agreement; (ii) there are no pending, or to its knowledge, threatened claims, demands or litigation on the Services or Software; and (iii) CodeSignal will in the provisions of the Services and Software comply with all applicable laws.

8.1.4. Disclaimer

EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT, THE SERVICES AND THE SOFTWARE ARE PROVIDED “AS IS,” AND CUSTOMER’S USE OF THE SERVICES AND THE SOFTWARE IS AT ITS OWN RISK. CODESIGNAL (INCLUDING CODESIGNAL THIRD PARTY SUPPLIERS AND PARTNERS AND EACH OF THEIR AFFILIATES, SUPPLIERS AND RESELLERS) DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, PERFORMANCE, USAGE, OR TRADE PRACTICE. CODESIGNAL DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

8.2. By Customer

Customer represents and warrants that Customer’s services, products, materials, Customer Data, Customer Content, and information used by Customer in connection with this Agreement as well as Customer’s access to and use of the Services do not and will not during the term of this Agreement operate in any manner that would violate any applicable law or regulation or infringe any copyright, trade secret, privacy, publicity, or other rights of any third party.

9.1. Termination

Unless earlier terminated in accordance with the termination rights set forth in this Section 9, the term of each Order Form shall be as set forth in each Order Form. Unless terminated earlier in accordance with the termination rights set forth in this Section 9, this Agreement shall commence upon the Commencement Date and remain in full force and effect until all Order Forms hereto have expired or terminated.

9.2. Termination for Cause

Either party may terminate this Agreement or the applicable Order Form upon thirty (30) days’ prior written notice if the other party is in material breach of this Agreement or any Order Form and the breaching party fails to remedy the breach within the 30- day notice period. Any written notice under this Section 9.2 must specify in reasonable detail the nature of the alleged material breach.

9.3. Effect of Termination

Upon the expiration or termination of an Order Form: (a) Customer will cease using the Services under such Order Form and CodeSignal will be relieved from any further obligation to provide the Services under such Order Form; and (b) within thirty (30) days of termination or expiration, CodeSignal, at Customer’s expense, will return or destroy any and all Customer Data to Customer. The following Sections will survive any termination or expiration of this Agreement: 3 (Reservation of Rights), 5 (Fees/Payment for Services/Taxes), 6 (Data Rights), 7 (Confidentiality), 8 (Representations and Warranties), 9 (Term and Termination), 10 (Indemnification), 11 (Limitation of Liability), and 13 (Miscellaneous).

10.1. By CodeSignal

Subject to Section 11.2, CodeSignal shall indemnify, defend (or settle), and hold harmless Customer from and against all claims, suits, liabilities, losses, costs, damages, and expenses, including without limitation reasonable attorneys’ fees or expenses (“Losses”), arising out of or related to any third party claim that alleges that the Services or the Software infringe any copyright, trade secret, patent or trademark, or any other intellectual property right (“Intellectual Property”) of any third party brought against Customer. Customer shall provide CodeSignal with: (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim. The foregoing provisions of this Section 10.1 state the entire liability of CodeSignal, and the sole remedy of Customer, with respect to any actual or alleged claim of infringement or misappropriation of Intellectual Property.

10.2. By Customer

Customer shall indemnify, defend (or settle), and hold harmless CodeSignal from and against all Losses arising out of or related to any third party claim that alleges that: (a) any Customer Data and/or any Customer Content infringe the Intellectual Property of any third party; or (b) Customer’s use of any Services or Software infringe the Intellectual Property of any third party to the extent such infringement or alleged infringement is based on any misuse, unauthorized modification, or other unauthorized change to the Services or the Software made by Customer. CodeSignal shall provide Customer with: (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim.

11.1.

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF THE OTHER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

11.2. Maximum Liability

CodeSignal maximum aggregate liability to Customer related to or in connection with this Agreement will be limited to the total amount payable by Customer to CodeSignal hereunder for the twelve (12) month period prior to the date the cause of action first arose.

12.1. Dispute Resolution

Prior to the initiation of binding arbitration as detailed below, the parties shall first attempt to resolve their dispute informally. Every effort should be made to resolve all disputes. The parties, using negotiators with authority to enter into a settlement, will use their best efforts to arrange personal meetings and/or telephone conferences as needed.

12.2. Binding Arbitration

Any controversy or claim arising out of or relating to the Agreement or the breach, termination, or validity thereof not settled through informal dispute resolution, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable relief which shall be subject to the ruling of an applicable court of competent jurisdiction, shall be settled by binding arbitration in San Francisco, California and administered by the American Arbitration Association (“AAA”) and conducted by a sole arbitrator in accordance with the AAA’s Commercial Arbitration Rules. The Federal Arbitration Act, 9 U.S.C. Sec. 1-16, shall govern the arbitration to the exclusion of state laws inconsistent therewith or that would produce a different result, and any court having jurisdiction thereof may enter judgment on the award rendered by the arbitrator. Except as may be required by law or to the extent necessary in connection with a judicial challenge, or enforcement of an award, neither a party nor the arbitrator may disclose the existence, content, record, or results of an arbitration. Fourteen (14) calendar days before the hearing, the parties will exchange and provide to the arbitrator: (a) a list of witnesses they intend to call (including any experts) with a short description of the anticipated direct testimony of each witness and an estimate of the length thereof; and (b) pre-marked copies of all exhibits they intend to use at the hearing. Deposition for discovery purposes shall not be permitted. The arbitrator may award only monetary relief and is not empowered to award damages other than compensatory damages. A short statement of the reasoning on which the award rests shall accompany an award for $50,000.00 or more.

13.1. Assignment

Neither party may assign its rights or delegate its duties under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party, except that a party shall have the right to assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets upon notice to the other party. Any attempted assignment or delegation in violation of this Section 13.1 will be void. This Agreement shall be binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

13.2. Relationship

The parties hereto are independent contractors. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary, or joint venture between the parties. No party hereto (nor any agent or employee of such party) will make any representations or warranties or incur any liability on behalf of the other.

13.3. Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable, each party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the parties, the parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

13.4. Electronic Signature

Original signatures transmitted and received via electronic transmission of a scanned document (via secure email or a service such as provided by DocuSign) are true and valid signatures for all purposes hereunder and shall bind the parties to the same extent as that or an original signature.

13.5. Waiver

No delay or omission by a party hereto to exercise any right occurring upon any noncompliance or default by another party with respect to any of the terms of this Agreement will impair any such right or power or be construed to be a waiver thereof. A waiver by one of the parties hereto of any of the covenants, conditions, or agreements to be performed by one of the other parties will not be construed to be a waiver of any subsequent breach thereof or of any covenant, condition, or agreement contained herein.

13.6. Notices

All legal notices and other communications required hereunder, may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Customer on any Order Form; or (b) by electronic mail to the electronic mail address provided for Customer’s account owner. Notices to CodeSignal should be addressed as follows:

13.7. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without reference to the conflict of laws provisions thereof. Any disputes relating to the interpretation, execution or enforcement of this Agreement or arising from the dealings between CodeSignal, Customer and any third parties under this Agreement that are not subject to exclusive and binding Arbitration shall be dealt with under the exclusive jurisdiction and venue of the courts of the State of California, sitting in San Francisco County, or the United States Federal Court for the District of California, and the parties irrevocably submit for all purposes to the jurisdiction of each such court.

13.8. Export Regulations

Customer agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce. Specifically, Customer covenants that it shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software, source code, or technology (including products derived from or based on such technology) received from CodeSignal under this Agreement to any country (or national thereof) subject to antiterrorism controls or U.S. embargo, or to any other person, entity, or destination prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Customer agrees to indemnify, to the fullest extent permitted by law, CodeSignal from and against any fines or penalties that may arise as a result of Customer’s breach of this provision.

13.9. Force Majeure

Except for payment obligations, neither party shall be liable to the other party or deemed to be in default for any delay or failure in performance of any obligation under the Agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of the public enemy, acts of terrorism, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements or any other cause beyond the reasonable control of such party.

13.10. Entire Agreement; Counterparts

The Exhibits attached hereto are incorporated herein by this reference, are an integral part of the Agreement, and will be read and interpreted together with the Agreement as a single document. This Agreement (including all Exhibits, Order Forms and addendums attached hereto) sets forth the complete, exclusive and final statement of the agreement between the parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties regarding such subject matter. This Agreement may only be modified, amended, or any rights under it waived, by a written document executed by the parties.

SERVICE LEVEL AGREEMENT

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