1. Introduction

This Master Services Agreement (“MSA”) is entered into between Attributilize, LLC (“Attributilize,” “we,” “us,” or “our”) and the person or entity identified as the customer in an applicable Order (“Customer”).

This MSA, together with each applicable Order, Statement of Work (“SOW”), Service Level Agreement (“SLA”), and Data Processing Addendum (“DPA”), constitutes the “Agreement.”

By executing an Order or accessing or using the Service, Customer agrees to the Agreement and represents that the person accepting it has authority to bind Customer.

This MSA, together with each applicable Order, Statement of Work (“SOW”), Service Level Agreement (“SLA”), applicable Data Processing Addendum (“DPA”), and Attributilize’s Terms of Service, including its Acceptable Use Terms (collectively, the “Agreement”), governs Customer’s access to and use of the Service.

Customer and its Authorized Users will comply with the Terms of Service and Acceptable Use Terms in connection with their use of the Service. If any provision of those terms conflicts with this MSA or an applicable Order, the order of precedence in Section 17 will control.

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By executing an Order or accessing or using the Service, Customer agrees to the Agreement and represents that the person accepting it has authority to bind Customer.

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2. Definitions

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Authorized User means an individual authorized by Customer to access or use the Service on Customer’s behalf, including authorized employees, contractors, consultants, recruiting agencies, and recruiting partners.

Covered Entity means Customer and each Affiliate identified as covered under an applicable Order.

Customer Data means data, content, candidate information, records, communications, or other information submitted to or processed through the Service by or on behalf of Customer excluding Attributilize Data.

Attributilize Data means data, information, profiles, candidate suggestions, insights, attributes, enrichment, and other content that Attributilize obtains, licenses, derives, generates, or otherwise makes available through the Service and that is not Customer Data. Attributilize Data may include information obtained from licensed third-party data providers. Attributilize and its licensors retain all rights in Attributilize Data, subject to Customer's right to use such data as permitted under the Agreement.

Order means a written or electronic order for the Service specifying the applicable service, applicable service, term, Fees, and other commercial terms.

Service means Attributilize’s talent acquisition, talent intelligence, candidate sourcing, applicant tracking, recruiting engagement, candidate screening, assessment, matching, talent mobility, workforce planning, candidate introduction, and related software, services, and functionality made available under an Order.

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3. Professional Services

The parties may enter into one or more SOWs for implementation, configuration, training, migration, consulting, or related professional services.

Attributilize will perform the services described in each SOW in a professional and workmanlike manner.

Where separately agreed in an Order, SOW, or addendum, Attributilize may provide talent-pool, candidate-transition, outplacement, candidate-development, or candidate-introduction services involving information transferred to Attributilize for independent recruiting and talent-network purposes.

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4. Service and Availability

Attributilize will use commercially reasonable efforts to provide the Service twenty-four (24) hours per day, seven (7) days per week, subject to planned maintenance and circumstances outside Attributilize’s reasonable control.

Service availability and any remedies relating to availability are governed by the applicable SLA, available at:

https://attributilize.com/legal/sla

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Attributilize may modify and improve the Service from time to time, provided that Attributilize will not materially reduce the overall functionality of the Service purchased by Customer during an active Order.

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5. Use of the Service

Customer may use the Service for its internal recruiting, talent acquisition, and related business purposes in accordance with the Agreement.

Customer is responsible for its Authorized Users and for maintaining the confidentiality and security of account credentials.

Customer will not, and will not permit others to:

• access or use the Service unlawfully;
• sell, sublicense, or commercially resell the Service except as expressly authorized by Attributilize;
• reverse engineer or attempt to discover the source code of the Service except where such restriction is prohibited by law;
• interfere with or disrupt the security, integrity, or operation of the Service;
• introduce malicious code or use the Service to transmit unlawful or harmful content; or
• access the Service for the purpose of creating a substantially similar competing product through unauthorized copying of the Service.

Customer may authorize recruiting agencies, RPOs, consultants, contractors, and other recruiting partners to access the Service on Customer’s behalf subject to the permissions provided by the Service.

Customer remains responsible for activity performed through its account.

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6. Customer Data and Privacy

As between the parties, Customer owns all right, title, and interest in Customer Data.

Customer grants Attributilize the limited right to process Customer Data as necessary to provide, secure, support, and improve the Service, comply with applicable law, and fulfill Attributilize’s obligations under the Agreement.

Attributilize will not sell Customer Data.

Attributilize may create and use aggregated or de-identified information that does not reasonably identify Customer, an Authorized User, or an individual candidate for analytics, security, service improvement, and business operations.

Customer is responsible for obtaining any notices, permissions, or consents necessary for Customer’s collection and use of Customer Data and for Customer’s use of the Service.

Where Attributilize processes personal data on Customer’s behalf, such processing will be governed by a DPA when applicable.

The Service may present candidate suggestions derived from Customer Data, Attributilize Data, or both. Attributilize Data may include professional information obtained from licensed third-party data providers. Customer may use such information only for legitimate recruiting, sourcing, hiring, talent management, and workforce-planning purposes and may not sell, license, publish, or redistribute it as a standalone data product.

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Attributilize’s Privacy Policy is available at:

https://attributilize.com/legal/privacy

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7. Confidentiality

Each party may receive non-public information from the other party that reasonably should be understood to be confidential (“Confidential Information”).

The receiving party will:

• use Confidential Information only as necessary to perform or receive the Services;
• protect it using reasonable safeguards; and
• disclose it only to personnel, Affiliates, contractors, and professional advisers who have a need to know and are subject to confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully received from a third party, or publicly available through no breach of the Agreement.

A party may disclose Confidential Information when required by law, provided it gives reasonable notice when legally permitted.

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8. Intellectual Property

Attributilize and its licensors retain all right, title, and interest in the Service, software, technology, documentation, designs, processes, trademarks, and other intellectual property associated with the Service.

Except for the limited rights expressly granted under the Agreement, neither party transfers ownership of its intellectual property to the other.

Customer may provide suggestions, ideas, or feedback regarding the Service. Attributilize may use such feedback without restriction or obligation, provided it does not identify Customer or disclose Customer Confidential Information.

Customer Name and Logo. Customer permits Attributilize to use Customer’s name, trademarks, and logo solely to identify Customer as a customer of Attributilize in customer lists, on Attributilize’s website, and in other marketing materials. Such use will not imply any endorsement, sponsorship, or partnership beyond Customer’s use of the Services. Customer may request in writing that Attributilize cease such use, and Attributilize will do so within a reasonable period.

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9. Warranties

Each party represents that it has the authority to enter into and perform its obligations under the Agreement.

Attributilize warrants that it will:

• provide the Service materially in accordance with its applicable documentation;
• perform professional services in a professional and workmanlike manner; and
• comply with laws applicable to Attributilize in its provision of the Service.

Customer is solely responsible for its recruiting and hiring decisions, employment practices, candidate communications, and compliance with employment, labor, equal-opportunity, privacy, and other laws applicable to Customer’s activities.

Except for the express warranties in the Agreement, the Service is provided “as is” and “as available.” To the maximum extent permitted by law, Attributilize disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

Attributilize does not warrant that the Service will be uninterrupted, error-free, or produce any particular recruiting or hiring outcome.

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10. Fees and Payment

Customer will pay the fees specified in each Order (“Fees”).

Unless an Order states otherwise:

• Fees are invoiced in advance;
• invoices are due within thirty (30) days;
• service commitments are non-cancelable and Fees are non-refundable except as expressly provided in the Agreement; and
  Fees are exclusive of applicable sales, use, VAT, GST, and similar transaction taxes. Where required by law, Attributilize may add such taxes to Customer’s invoice.

Overdue undisputed amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law.

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11. Service Scope

Customer may use the Service for Customer and the Covered Entities identified in the applicable Order.

If the Service is used to recruit or hire for an Affiliate that is not a Covered Entity, that Affiliate must be added to Customer’s service and applicable Fees will be adjusted.

Where pricing is based on employee headcount, the applicable headcount consists of the employees of Customer and the Covered Entities identified in the applicable Order.

The identity of the individual operating the Service does not determine service scope. Centralized recruiting teams, shared-services organizations, agencies, RPOs, consultants, contractors, and other recruiting partners may operate the Service on behalf of a Covered Entity without their own organizations becoming Covered Entities solely because of such access and vice-versa.

Customer will provide accurate information regarding its Covered Entities and applicable employee scope when entering into an Order and upon renewal.

If Attributilize reasonably believes the Service is being used outside the purchased service scope, Customer will reasonably cooperate in verifying the applicable Covered Entities and employees.

If Customer uses the Service for an Affiliate that should have been included in its service, Attributilize may invoice Customer for the difference in Fees that would have applied from the date such use began.

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12. Term and Termination

This MSA remains in effect while any Order is active.

Each Order remains in effect for the service term stated in that Order.

Either party may terminate an Order for material breach if the other party fails to cure the breach within thirty (30) days after receiving written notice describing the breach. A party may terminate immediately if the breach cannot reasonably be cured.

Attributilize may suspend access to the Service when reasonably necessary to:

• prevent a material security threat;
• prevent unlawful use;
• respond to a legal requirement;
• address Customer’s material breach of the Agreement; or
• address undisputed Fees that remain unpaid after reasonable notice.

Attributilize will use reasonable efforts to limit any suspension to the affected portion of the Service and restore access when the underlying issue is resolved.

Upon expiration or termination, Customer’s right to use the affected Service ends. Customer remains responsible for Fees accrued before termination.

Upon request made within thirty (30) days following termination or expiration, Attributilize will make Customer Data reasonably available for export, after which Attributilize may delete Customer Data in accordance with its retention practices and applicable law.

Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, indemnification, limitations of liability, and dispute provisions.

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13. Indemnification

Attributilize will defend Customer against a third-party claim alleging that Customer’s authorized use of the Service infringes a third party’s intellectual property rights and will pay damages finally awarded or settlements approved by Attributilize arising from such claim.

If such a claim occurs, Attributilize may:

• obtain the right for Customer to continue using the Service;
• modify or replace the affected functionality with substantially equivalent functionality; or
• terminate the affected Service and refund any prepaid Fees attributable to the unused portion of the terminated service.

Attributilize has no obligation for claims arising from Customer Data, unauthorized modifications, use contrary to the Agreement, or combinations with products or services not provided or authorized by Attributilize.

Customer will defend and indemnify Attributilize against third-party claims arising from:

• Customer Data;
• Customer’s unlawful use of the Service;
• Customer’s recruiting, employment, or hiring decisions or practices; or
• Customer’s violation of applicable privacy, employment, labor, or other laws through its use of the Service.

The indemnified party must promptly notify the indemnifying party of a claim, reasonably cooperate in the defense, and allow the indemnifying party to control the defense and settlement, provided no settlement may impose liability or an admission of wrongdoing upon the indemnified party without its consent.

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14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING FROM OR RELATING TO THE AGREEMENT.

EXCEPT FOR PAYMENT OBLIGATIONS, FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

The parties agree that these limitations represent a reasonable allocation of risk between them.

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15. Force Majeure

Except for payment obligations, neither party will be liable for a failure or delay caused by circumstances beyond its reasonable control, including natural disasters, acts of war or terrorism, labor disruptions, governmental action, utility failures, internet or telecommunications failures, or similar events.

The affected party will use commercially reasonable efforts to mitigate the effect of such circumstances.

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16. Dispute Resolution and Governing Law

The Agreement is governed by the laws of Minnesota, without regard to conflict-of-laws principles.

Except for claims eligible for small claims court or requests for temporary or injunctive relief relating to intellectual property, confidentiality, security, or unauthorized access to the Service, any dispute arising from or relating to the Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

Arbitration will be conducted by one arbitrator in Minneapolis, MN, unless the parties agree otherwise.

Each party waives, to the extent permitted by law, any right to trial by jury or to participate in a class, collective, or representative action relating to a dispute subject to arbitration.

Nothing in this section prevents either party from seeking appropriate injunctive or equitable relief from a court of competent jurisdiction where necessary to protect intellectual property, Confidential Information, account security, or against unauthorized use of the Service.

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17. General Terms

Assignment. Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign it without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its relevant assets, provided the assignee assumes the assigning party’s obligations.

Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary, employment, or agency relationship.

Notices. Legal notices must be provided in writing to the contact information stated in the applicable Order or to any updated legal-notice address provided by a party.

No Waiver. Failure to enforce any provision of the Agreement does not waive the right to enforce it later.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

Entire Agreement. The Agreement constitutes the entire agreement between the parties concerning the Service and supersedes prior or contemporaneous agreements concerning its subject matter.

Order of Precedence.

If there is a conflict among the documents comprising the Agreement, the following order controls unless expressly stated otherwise:

the applicable Order;

the applicable DPA, solely with respect to data protection and processing matters;

the applicable SOW, solely with respect to the professional services covered by that SOW;

the SLA, solely with respect to Service availability and service-level commitments;

this MSA; and

the Terms of Service, including the Acceptable Use Terms.

The Terms of Service and Acceptable Use Terms will not modify the pricing, service term, liability allocation, indemnification obligations, or other negotiated commercial terms contained in an Order or this MSA unless expressly agreed by the parties in writing.

Amendments. Any amendment or waiver of the Agreement must be in writing and agreed to by authorized representatives of both parties, except for policies that the Agreement expressly permits Attributilize to update.

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18. Service Level Agreement

The Service Level Agreement is incorporated into the Agreement and is available at:

https://attributilize.com/legal/sla