Updated: May 10, 2024

These Customer Terms of Service (“Terms”) set forth the terms and conditions governing the use of the Services that inspHIRE IO Corp. d/b/a Candidly (together with its then-current subsidiaries, “Candidly”) makes available pursuant to an executed ordering document, which may include an online and/or digitally signed form (each, an “Order Form”). The use of “you” or “your” in these Terms refers to the company identified in the Order Form (the “Customer”). The person accepting these Terms, together with the remainder of the Agreement (as defined on the Order Form), on behalf of a Customer represents and warrants that the individual has the authority to bind the Customer.

PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS, TOGETHER WITH THE REMAINDER OF THE AGREEMENT, WILL BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND CANDIDLY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT ACCEPT THESE TERMS OR USE CANDIDLY SERVICES.

1. Candidly Services

a. Introduction. Thank you for using our Services! Candidly operates a configurable online platform (“Platform”) dedicated to helping users manage student debt and build financial wellness, and Customer desires to offer access to the Platform to certain of its employees and/or other constituents (collectively, “employees”) as a workplace benefit. Services, products, features, offers, educational materials, software, software-as-a-service, tools, insights, dashboards, or other solutions made available on the Candidly Platform in any format, including, without limitation, web-responsive sites and applications, portals, chats, personal interactions, and communications (“Solutions”), as well as related implementation, development, design, technical, and other professional services, if any (“Professional Services” and, collectively with Solutions, “Services”), provided by Candidly may change from time to time and Candidly reserves the right to modify, optimize, improve, add, remove, cease, or otherwise revise its offerings, in whole or in part, including, without limitation, to comply with applicable laws, regulations, rules, or statutes (“Applicable Law”).

b. Provision of Services. Solutions are provided to individual users (“Users”) pursuant to Candidly’s User Terms of Service, Terms of Use, Privacy Statement, and agreements, policies, terms, and/or third-party terms that apply to a specific Solution (collectively, “User Terms”), and to Customer additionally pursuant to these Terms and Data Protection Addendum (collectively, the “Agreement”), all of which are hereby incorporated in these Terms as if fully stated herein. As further detailed in the User Terms, Candidly will not be responsible or liable for any damage or loss in connection with the use of sites, offers, products and services provided by third parties in connection with the Solutions (collectively, “Third-Party Services”), which may be separately governed by third-party terms.

c. No Advice. Services provided by Candidly should not be construed as professional advice or recommendations. Candidly is not a debt relief services company, broker-dealer, registered investment adviser, or insurance agent. Information provided by Candidly does not constitute legal, tax, financial, benefits, compliance, or investment advice, and should not be considered as an endorsement or offer to sell any financial product. You should consult a professional advisor to help you make any decisions associated with the use of the Services or Third-Party Services, and you are responsible for all actions you take based on information provided by Candidly.

d. Distribution. Customer will use commercially reasonable efforts, at its own cost and expense, to raise employee awareness and promote the availability of the Solutions to its employee base. Candidly may provide Customer and its employee base with training and demonstrations to enable Customer’s effective promotion of the Platform and Solutions. Standard training and demonstrations shall take place online (using video conferencing) and Candidly will not charge any fees for mutually agreed online events.

e. Communications. Subject to Candidly’s standard communications procedures, which will be provided to Customer upon request, (i) both Customer and Candidly may send communications to Customer’s employees to drive engagement with the Solutions; and (ii) after employees become Users, Candidly will be responsible for sending such Users both marketing and transactional communications in connection with the Platform and Solutions. Any news release, public announcement, or publicity proposed to be released by either party in connection with this Agreement requires the written approval of the other party prior to release.

f. Marks. Subject to the terms of this Agreement, each party hereby grants to the other party a non-exclusive, royalty-free, non-transferable license to use and display the trademarks, trade names, logos, names, slogans, and/or other branding elements (collectively, “Marks”), as designated by the licensor to the licensee, during the Term in the United States, for the purposes of (i) offering Platform access to Customer, its employees and Users, including, without limitation, making reference to Customer within the Solutions; and (ii) providing any associated training, demonstrations, distribution, marketing, and communications under this Agreement. Each party will make reasonable efforts to use Marks in accordance with any applicable trademark usage guidelines provided in advance. Any goodwill arising from use of Marks hereunder will belong solely to the providing party or Marks owner, as applicable.

g. Personnel. Each party will undertake such actions as are reasonably necessary to ensure that all of its employees, contractors, consultants, suppliers, and any other third parties providing services to a party for purposes of this Agreement (collectively, “Personnel”) interact and interface with all Personnel of the other party in a cooperative manner. Personnel provided by one party will not be considered employees of the other party for any purpose. Each party assumes full responsibility for its Personnel’s actions while performing hereunder and, as between the parties, shall be responsible for their supervision, daily direction, and control.

h. Restrictions. Except with Candidly’s prior written consent, Customer will not, nor will assist any third party, in (i) decompiling, disassembling, or reverse engineering the Platform or Solutions; (ii) distributing, reselling, renting, leasing, subcontracting, or otherwise making the Platform or Solutions available to any third party other than as contemplated herein; (iii) circumventing or otherwise interfering with any authentication or security measures associated with the Solutions or access to the Platform; or (iv) removing, concealing, or altering any identification, copyright, or other proprietary rights notices or labels on the Platform. Customer is responsible for all activities performed by its administrative Personnel with accounts (“Accounts”) to use the Platform during the subscription period, and for maintaining the confidentiality of passwords, Account credentials, and other Account information that its administrative Personnel use in accessing or operating the Platform. Customer agrees immediately to notify Candidly of any unauthorized use of its administrative Personnel’s passwords or Account credentials, or any other breach of security relating to Platform access.

i. Approvals. Customer will promptly review, and provide Candidly with written feedback on, the Platform and/or Solutions as provided pursuant to an Order Form. Unless otherwise agreed in an Order Form, Customer will be deemed to have approved the provided Platform or Solution, as applicable, no later than 10 days after delivery of a demonstration version of the selected Platform configuration and/or Solution by Candidly, except to the extent, if any, that Customer notifies Candidly of any deficiencies or errors within that period.

2. Intellectual Property

“Intellectual Property Rights” means any and all now known or hereafter existing worldwide (a) rights associated with works of authorship, including, without limitation, copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, database rights, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Platform, Solutions, Services, or any materials provided by Candidly to Customer, or any improvements, development, or enhancements associated with the foregoing, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Platform, Solutions, and Services are and will remain with Candidly and/or the respective rights holders, as applicable. No joint development is contemplated under this Agreement. To the extent that Customer optionally provides any feedback, recommendations, or suggestions (collectively, “Feedback”) regarding the Platform, Solutions, or Services, Customer agrees that Candidly owns all Intellectual Property Rights and right, title, and interest in and to the Feedback and may freely use the Feedback without compensation.

3. Confidentiality

a. Confidential Information. The parties may disclose or make available to one another information which is considered by the disclosing party to be confidential or proprietary information about itself or its business (collectively, “Confidential Information”). Confidential Information includes, without limitation, the pricing terms of this Agreement and any other information, communication, or data, in any form (such as oral, written, graphic, or electronic), that the disclosing party identifies as confidential or is of such a nature that the receiving party should reasonably understand that the disclosing party wishes to protect such information against unrestricted disclosure or use, including, without limitation, business information, financial data, marketing data, products, programs, concepts, drawings, plans, technology, designs, methodologies, formulae, specifications, know-how, samples, models, calculations, code, software, and the like, whether owned by the disclosing party or provided to it by a third party. Confidential Information does not include information that is (i) generally known to the public, other than through known unauthorized disclosure; (ii) rightfully in the receiving party’s possession prior to disclosure as evidenced by competent written evidence; (iii) independently developed by the receiving party without reliance on or reference to the disclosing party’s Confidential Information; or (iv) rightfully received by the receiving party from a third party without a duty of confidentiality.

b. Use. Each party agrees that it shall (i) protect the other party’s Confidential Information with the same reasonable degree of care and confidentiality that it uses to protect its own proprietary and confidential information; (ii) use the other party’s Confidential Information solely for the purposes of this Agreement; and (iii) take all reasonable precautions to ensure that it does not disclose Confidential Information belonging to the disclosing party to any third party, other than the receiving party’s Personnel who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein, and only on a need-to-know basis. All Confidential Information shall remain the sole property of the disclosing party and no license under any trade secrets, copyrights, or other rights is granted by any disclosure of Confidential Information under this Agreement. The receiving party is responsible for any breach of this Section 3 by its Personnel.

c. Obligations. In the event the receiving party is required to disclose any Confidential Information by order or request of a court or any government agency, or by Applicable Law or judicial or administrative process, the receiving party will (i) if legally permitted, give prior notice of such disclosure to the disclosing party, together with identifying the material proposed to be disclosed; (ii) reasonably cooperate with the disclosing party, at the disclosing party’s request and expense, in its efforts to resist or limit such disclosure, obtain a protective order, or otherwise seek confidential treatment of information to be disclosed; and (iii) in the absence of a protective order or other remedy, disclose only that portion of the Confidential Information that is legally required to be disclosed. Promptly following expiration or termination of this Agreement, or at any time upon the disclosing party’s written request, the receiving party shall permanently delete and destroy all copies of Confidential Information in its possession and, upon written request, certify the destruction to the disclosing party; provided that the receiving party may retain Confidential Information in archival or backup systems in accordance with its standard business practices or pursuant to its internal document retention policies, so long as such party affords the same level of protection to the retained Confidential Information as provided in this Agreement and ultimately destroys such Confidential Information pursuant to its standard deletion practices.

4. Data Protection

a. Customer Personal Data. To enable the provision of the Solutions to Users, Customer will send certain Customer Personal Data (as defined in the Data Protection Addendum) to Candidly in forms and formats agreed by the parties. Customer warrants that it has obtained consent (to the extent legally required) sufficient to send Candidly the Customer Personal Data to Candidly for the purpose of offering Platform access; provided that Customer Personal Data does not include Personal Data lawfully obtained by Candidly through a source other than Customer.

b. Anonymized Data. Candidly will use Customer Personal Data only for the Purpose (as defined in the Data Protection Addendum); provided that Customer authorizes Candidly to anonymize and aggregate Customer Personal Data by removing or manipulating together direct and indirect identifiers to prevent re-identification (“Anonymized Data”). With respect to Anonymized Data, the anonymization will be irreversible and Candidly agrees not to attempt to re-identify the information. Candidly may use Anonymized Data in accordance with Applicable Law.

c. Systems Data. “Systems Data” means all analysis, models, observations, reports, and other information created, compiled, analyzed, or derived by Candidly from systems, server, network, or traffic data generated in the course of providing the Platform. Candidly retains all right, title, and interest in its Systems Data, and shall have the right to use Systems Data for purposes of providing, maintaining, developing, and improving its products and services. To the extent Systems Data includes any Personal Data, each Party will handle such Personal Data in compliance with Applicable Law.

5. Support and Maintenance

Candidly will provide the following support for the Platform and Solutions for no additional fee: (i) reasonable email and telephone consultation for Customer Personnel relative to using and troubleshooting the Platform and Solutions; and (ii) email responses and telephone and chat support for User issues. Routine Customer and User support is available on business days, excluding weekends and holidays, from 9:00 AM to 8:00 PM EST. At all times during the Term, Candidly will maintain a business continuity and disaster recovery plan (“Plan”) describing the critical Personnel, operations, systems, networks, and processing used to provide the Platform, and procedures to restore and recover all systems, networks, data, and sites to full operation in the event of a failure, service interruption, or disaster. Upon request, Customer may review the Plan, which will be maintained in accordance with applicable industry practices and standards.

6. Nature of Relationship

The parties agree and each party expressly acknowledges that the relationship between Customer and Candidly is non-exclusive. Customer understands and agrees that Candidly may charge Customer for any additional work performed or costs incurred by Candidly on Customer’s behalf outside of the terms of this Agreement or any applicable Order Form. Candidly will obtain Customer’s prior written approval before performing any such work, which may include, without limitation, (i) bespoke development work as needed or requested by Customer, or (ii) any Customer-requested deviation from the Platform configurations that Candidly generally makes available to its customer base (for example, if Customer requests that the Platform generate reports other than Candidly’s standard reports, or that a Solution have different product features than the then-current Solution).

7. Fees and Payments

a. Payment Terms. Candidly will invoice the Customer, and the Customer will pay Candidly (i) implementation, subscription, and/or Professional Services fees, and any other charges set forth in any executed Order Form, which Customer has determined are reasonable for the Services provided; and (ii) any approved fees or other out-of-pocket costs or expenses incurred by Candidly at Customer’s written request (email is sufficient), including, without limitation, development fees contemplated under Section 6 (collectively, “Fees”). All Fees hereunder are stated and shall be paid in U.S. dollars, and Customer will make payments to Candidly from within the United States. Candidly will invoice Customer monthly, or as otherwise specified in the applicable Order Form, for Fees due to Candidly. All invoiced Fees are payable within 30 days from the date of the invoice, except as otherwise expressly stated in the applicable Order Form. All amounts payable to Candidly under this Agreement shall be paid by Customer to Candidly in full without any setoff, deduction, or withholding for any reason. Fees payable under this Agreement are non-cancelable and, once paid, non-refundable other than as expressly set forth in this Agreement. If any Fees due to Candidly are more than 30 days overdue, Candidly may, without limiting any of its other rights and remedies, immediately suspend the availability of the Platform to Customer and its associated Users until such Fees are paid in full.

b. Payment Disputes. Customer will notify Candidly in writing of Fees that Customer disputes within 30 days of the date of the invoice. Candidly will not suspend the provision of the Platform for disputed Fees, unless Customer fails to cooperate diligently with Candidly or Candidly determines the dispute is not reasonable or brought in good faith.

c. Fee Changes. After the Initial Term, the Fees set forth in any Order Form are subject to increase by Candidly no more frequently than on an annual basis, effective at the beginning of the next Renewal Term; provided that Candidly must provide notice to Customer of any increase in Fees at least 90 days in advance.

d. Taxes. The parties do not anticipate that any sales tax or similar taxes will apply to the Solutions. If Applicable Law requires any such taxes to be collected or remitted, they will be added to the invoice and Customer will be responsible for paying the same, unless Customer provides Candidly with a valid exemption certificate.

8. Term and Termination

a. Term. This Agreement shall commence on the Effective Date and continue until terminated as permitted hereunder. Each Order Form shall have an initial subscription term as specified on the applicable Order Form (“Initial Term”), and shall automatically renew for subsequent 1-year terms (each a “Renewal Term”) after the end of its Initial Term unless and until either party provides the other party with notice of non-renewal at least 60 days prior to the end of the Initial Term or then-current Renewal Term, as applicable. The time period from the Effective Date until the expiration or termination of the Initial Term or then-current Renewal Term, as applicable, of the last Order Form active hereunder shall be the “Term” of the Agreement.

b. Termination. This Agreement or any Order Form entered into hereunder shall terminate upon the occurrence of the following events: (i) any material breach of this Agreement by either party, which has not been cured by the breaching party within 30 days of receipt of notice from the non-breaching party (or immediately in the case of an incurable breach); (ii) either party files or is a debtor subject to a petition for relief under the U.S. Bankruptcy Code (which is not dismissed within 60 days), makes an assignment for the benefit of its creditors, or has a receiver appointed to administer its business or property; or (iii) in the case of the Agreement, either party’s provision of at least 30 days prior notice of termination in the event that there are no outstanding Order Forms. The termination of this Agreement shall not terminate any Order Form, which shall remain subject to the terms and conditions of this Agreement until its separate expiration or termination.

c. Effects of Termination. Any termination or expiration of the Agreement is without prejudice to any other rights or remedies to which a party may be entitled and will not affect any accrued rights or liabilities of either party. Upon termination, (i) Customer agrees to pay all unpaid invoices within 30 days of the date of termination; and (ii) each party shall promptly cease use of the other party’s Marks.

9. Warranties

a. Mutual Warranties. Each party represents and warrants that (a) it has the right and authority to enter into and perform this Agreement; and (b) the execution and performance of this Agreement will not violate or conflict with any contracts or other obligations to which that party is bound.

b. XCEPT FOR THE WARRANTIES SET FORTH IN THE AGREEMENT, CANDIDLY DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, PAST OR PRESENT, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, OR INABILITY TO USE, AS APPLICABLE, THE PLATFORM, SOLUTIONS, OR SERVICES (IN EACH CASE, IN WHOLE OR IN PART). CANDIDLY DOES NOT WARRANT THAT ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE PLATFORM OR SOLUTIONS WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Indemnification

a. IP Indemnification.

i. By Candidly. Candidly will defend Customer and its officers, directors, and employees, and indemnify them against damages finally awarded or settlements agreed in connection with any claims, causes of actions, demands, losses, fines, fees, expenses (including reasonable attorneys’ fees and expenses), damages, and liabilities (collectively, “Claims”) brought by a third party to the extent arising from an allegation that the Platform, when used in accordance with this Agreement, infringes any third party’s United States Intellectual Property Rights. Candidly will have no obligation hereunder to the extent the underlying allegation arises from (A) any use of the Platform not in accordance with the Agreement; (B) Candidly’s implementation of Customer’s bespoke specifications at Customer’s request; (C) any use of the Platform in combination with third-party products, equipment, software, or content not supplied by Candidly, unless the combination is required by the Agreement; or (D) any modification of the Platform by any person other than Candidly or its authorized Personnel.

ii. Infringement Remedies. If Candidly believes any of its products or services used in connection with this Agreement infringe third-party Intellectual Property Rights, then Candidly may at its option (A) procure for Customer the right to continue using the impacted product or service; (B) replace the product or service with a non-infringing replacement that does not materially impair the functionality of the Solutions; or (C) modify the product or service so that it becomes non-infringing. To the extent that Candidly cannot remedy the infringement, then Candidly will give notice to Customer, and Customer may terminate this Agreement immediately upon provision of notice to Candidly. Candidly will provide a pro-rated refund of any subscription fees paid in advance to the extent that Customer terminates this Agreement pursuant to this Section 10.a.ii.

iii. THIS SECTION 10 STATES CANDIDLY’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

b. General Indemnification. Each party will defend the other party and its officers, directors, and employees and indemnify them against damages finally awarded or settlements agreed in connection with Claims brought by a third party arising from a party’s (i) use of the Solutions in a manner not permitted by the Agreement; (ii) breach of its confidentiality or data protection obligations resulting from its acts or omissions hereunder; or (iii) gross negligence or willful misconduct.

c. Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the following: (i) the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual Claim; provided that failure to provide such prompt notice will not release the indemnifying party from its indemnity obligations except to the extent the indemnifying party is materially prejudiced thereby; (ii) the indemnified party tendering sole control of the defense or settlement of the indemnified portion of a Claim to the indemnifying party; (iii) the indemnified party cooperating with the indemnifying party, at the indemnifying party’s expense, in the resolution of any allegations and the settlement or defense of the indemnified portion of a Claim; and (iv) the indemnifying party not settling the indemnified portion of a Claim without the indemnified party’s prior written consent if the settlement would result in an admission of liability by or material adverse impact to the indemnified party, require payment by the indemnified party, or require the indemnified party to take or refrain from taking any action.

11. Limitation of Liability

a. TO THE EXTENT LEGALLY PERMITTED, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY DAMAGES FOR ANY LOSS OF SALES, PROFIT, GOODWILL, OR BUSINESS, THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, OR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM OR IN CONNECTION WITH THE AGREEMENT OR EITHER PARTY’S USE, OR INABILITY TO USE, THE PROFESSIONAL SERVICES, PLATFORM, SOLUTIONS, OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

b. EXCLUDING (I) CLAIMS ALLEGING A VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS; (II) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (III) ANY OTHER MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW; AND (IV) THE PAYMENT OF FEES DUE HEREUNDER, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT WILL BE LIMITED TO AND WILL NOT EXCEED IN THE AGGREGATE THE TOTAL FEES PAID BY CUSTOMER TO CANDIDLY DURING THE 12 IMMEDIATELY PRECEDING MONTHS, EXCEPT THAT CANDIDLY WILL HAVE NO LIABILITY FOR ANY CLAIMS CAUSED BY ERRORS OR OMISSIONS IN ANY DATA PROVIDED TO CANDIDLY BY CUSTOMER IN CONNECTION WITH THE PLATFORM, SOLUTIONS, OR PROFESSIONAL SERVICES OR ANY ACTIONS TAKEN BY CANDIDLY AT CUSTOMER’S DIRECTION. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE AGREEMENT WILL NOT INCREASE EITHER PARTY’S LIABILITY.

c. THE LIMITATIONS SPECIFIED IN THIS SECTION 11 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. UNLESS PROHIBITED BY APPLICABLE LAW, NO CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER DISCOVERY OF THE CLAIM.

12. General

a. Compliance with Law. Candidly and Customer agree to abide by all Applicable Laws governing their respective performance under this Agreement. Without limiting the foregoing, each party will comply with export control and economic sanctions Applicable Laws in the provision or use of the Platform or Services. Customer warrants and covenants that (i) neither it nor any party that wholly or partially owns Customer is listed on or acting on behalf of, and it and they will not become listed on nor act on behalf of, any government list of prohibited or restricted parties; (ii) it is not nor will be organized, headquartered, located in, or maintains status as a national of, a country that is subject to a government embargo or been designated by the government as a terrorist-supporting country, nor will it access the Platform or Services from any such country or in violation of any such export embargo, prohibition, or restriction; and (iii) it will not download from the Platform, nor otherwise export or re-export, any technologies to countries, individuals, or other third parties prohibited under the U.S. export controls or Applicable Law.

b. Governing Law. This Agreement will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

c. Arbitration. Any controversy, dispute or Claim arising out of, in connection with, or in relation to, the interpretation, performance or breach of this Agreement, including, without limitation, the validity, scope, and enforceability of this Agreement, that is not first resolved by negotiation between the parties, shall be submitted to binding and final arbitration by a single arbitrator selected by the mutual agreement of the parties or, failing mutual agreement, the American Arbitration Association (“AAA”), having experience in online technologies and data security, and conducted pursuant to the rules of the AAA. The arbitrator is limited solely to awarding remedies that are permitted by this Agreement. Notwithstanding any other provision of this Agreement, the arbitrator shall award costs to the party that substantially prevails in any arbitration proceeding, including recovery of that party’s reasonable attorneys’ fees, the arbitrator’s fees, and all costs of litigation incurred by the prevailing party in connection with the arbitration. Except to the extent entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence. Notwithstanding the foregoing, in the event of actual or threatened breach of confidentiality obligations or Intellectual Property Rights, the non-breaching Party may seek specific performance or immediate injunctive or other equitable relief in any competent court without prejudice to any other rights or remedies.

d. Severability. If any provision of this Agreement is held to be invalid or unenforceable, then the other provisions of this Agreement shall remain unaffected and in full force and effect and the offending portion of such provisions shall be replaced by a valid, enforceable provision that matches, as closely as possible, the original provision.

e. Amendment. This Agreement may be changed or modified only by a writing signed by the authorized representatives of both parties.

f. Waiver. The waiver by a party of the breach of any provision hereof by the other party will not be construed as a waiver of any other provision or any subsequent breach. No failure or delay in insisting on strict performance of the Agreement will be construed as a waiver of any provision or right provided in this Agreement.

g. Integration. Unless expressly provided otherwise in an agreement executed by an authorized representative of Candidly and Customer, this Agreement, our Privacy Statement, and any additional agreements and policies that may apply as described at the beginning of these Terms, are the entire agreement between you and Candidly and supersede all prior and contemporaneous proposals, statements, sales materials, presentations, and agreements with respect to the subject matter herein. No terms or conditions stated in Customer’s purchase order or any Customer order documentation, portals, or processes will be incorporated into or form any part of this Agreement, and all such terms or conditions are null and void, notwithstanding any language to the contrary therein. Subscriptions to the Platform, including related software and technology, are provided for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer or any of its clients are government departments, agencies, or organizations, the use, modification, or disclosure of the Solutions or any related Platform documentation, software, or technology of any kind is restricted by the terms of this Agreement. All other use is prohibited and no rights other than those provided in this Agreement are conferred.

h. Assignment. Neither Candidly nor Customer may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent in the event of a sale of all or substantially all of its assets or business, merger, reorganization, or like corporate event. Any other attempted assignment or transfer of this Agreement by either party will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and assigns.

i. Independent Contractors. Neither party is, and nothing in this Agreement shall be construed to constitute such party as, a partner, joint venturer, agent, representative, or employee of the other party, and nothing in this Agreement shall create any relationship between the parties other than that of an independent contractor. Neither party shall have any responsibility or liability for the actions of the other party, except as specifically provided herein. Neither party shall have any right or authority to bind or obligate the other in any manner or make any representation or warranty on behalf of the other.

j. Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for the payment of money) due to events which are beyond its reasonable control, including, without limitation, governmental acts, war, riots, civil commotion, pandemic, fires, explosions, storms, floods, lightning, earthquakes, and other natural disasters, change in Applicable Law, or failure or unavailability of public or third-party networks or systems.

k. Order of Precedence. In the event of any discrepancy between these Terms and an Order Form, then these Terms will take precedence, unless the conflicting provision in these Terms is expressly referenced and superseded in an Order Form.

l. Survival. All provisions of these Terms that, by their nature, are intended to survive beyond any termination of your use of the Solutions, Platform, your Accounts, or your contractual relationship with Candidly (including, without limitation, indemnity, limitations of liability, dispute resolution, and general terms), will so survive.

m. Notices. By using the Platform, you agree that we may communicate with you by electronic means, such as via email, posting on or sending you messages through the Platform, or otherwise. We may also contact you by mail using your address currently on file as part of your Account information. If we learn of a security breach, we may attempt to notify you by electronic means, but you may have a right to receive this notice in writing. To withdraw your consent from receiving electronic notice of a security breach, please notify us at legal@getcandidly.com. Legal notices must be sent by overnight courier or registered or certified mail, return receipt requested as follows (or as otherwise updated by a party in a notice sent as follows): if to Customer, at your address currently on file as part of your Account Information; if to Candidly, at 228 Park Avenue South #54085, New York, NY 10003, with a copy to legal@getcandidly.com, which shall not constitute notice hereunder. Notice sent by overnight courier shall be deemed delivered 1 day after dispatch to the overnight courier and notice sent by registered or certified mail shall be deemed delivered 3 days after sending.

n. Changes to These Terms. We reserve the right, in our sole discretion, to change or modify any portion of these Terms at any time. Changes become effective immediately and your continued use of the Platform after the date of any such changes constitutes your acceptance of the new Terms. We will post updated Terms on this page and indicate at the top of the page the date these Terms were last revised. If you have an Account with us, we will also notify you of any material changes through email notification, notices on our Platform, or through other reasonable means. Please periodically visit this page to review the current Terms. If you do not agree to abide by any changes to the Terms, your sole recourse is to stop using the Platform.