EVASIGHT SERVICES

During the Subscription Term, Evasight will provide you with the worldwide (subject to applicable export and import laws and regulations), non-exclusive, limited, non-transferable (except pursuant to a permitted assignee under these General Terms), royalty-free right for its Users to access and use the Services as described in your Service Order(s). You may order additional services at any time by contacting our Customer Support team. We will invoice you for any additional services you order after the start of the Term at the time those additional Services are ordered.

CHANGES TO SERVICES

We continually change and improve our Services. Evasight may alter the Services at any time without prior notice. We will provide you with reasonable prior notice if we make a change to the Services resulting in an overall material decrease in functionality of the Services. If we do make a change that results in a material decrease in functionality, you may terminate your Subscription under clause 8.3.

SUSPENSION OF SERVICES

We may limit or suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance or in the event of a security emergency). If Evasight limits or suspends the Services, we will give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for us to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.

We may suspend your access to or use of the Services following thirty (30) days' written notice if Customer is in material breach of this Agreement or any Service Order (including but not limited to Customer's failure to pay Evasight the fees for the Services as set forth in a Service Order).

THIRD PARTY SERVICES

If you use any third party service with the Services (for example, BambooHR, Namely, Slack, or Workday integrations, or a web browser), you acknowledge that third party service may access or use the Customer Data. Evasight will not be responsible for any act or omission of the third party, including such third party's use of Customer Data. Evasight does not warrant or support any such third party service, and you should contact that third party for any issues arising from your use of the third party service.

FEES FOR SERVICES

Evasight Services are billed on a subscription basis (Subscription) and you will be billed as set forth in the Service Order (Billing Cycle).

You agree to pay Evasight any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for those Services in the Service Order. Except as indicated in this Agreement or required by law, fees paid by you are not refundable.

USER INCREASES.

If your use of the Services during a Billing Cycle exceeds the User limit indicated in the Service Order, we may charge you for the additional Users on a pro rata basis for the remainder of that Billing Cycle as well as any additional Billing Cycles.

AUTOMATIC RENEWAL

Your Subscription for any Services will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with written notice during the current Subscription Term for that Service.

Any automatic renewal does not guarantee that the price for Services paid during the previous Subscription Term will remain the same for the next Subscription Term.

PAYMENT

Payment terms are set forth on the Service Order (or if not set forth on the Service Order, payment terms are 30 days) and all undisputed payments will be paid by Customer within the time period set forth on the Service Order. You agree to keep your billing and billing contact information current and accurate.

INTEREST

Overdue payments may incur interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue, from the date that the relevant payment was due until that payment has been received. You will be responsible for all reasonable expenses (including lawyers' fees) incurred by Evasight in collecting such overdue amounts, except where:

• The overdue amounts are due to Evasight's billing inaccuracies; or
• You have sought to resolve a dispute using the dispute resolution process in clause 13.1 and that process is still active.

TAXES

Unless stated otherwise in the Service Order, all fees for Services exclude sales tax, GST, VAT, or other similar taxes. Except for any income taxes payable by Evasight, you are responsible for all other taxes or duties payable under applicable law relating to the Services provided under this Agreement, including any penalties or interest. If Evasight is required to collect or pay any taxes on your behalf, we will invoice you for those taxes unless you provide us with valid evidence that no tax should be invoiced.

PRIVACY

In the course of using the Services, you or your Users may transfer to us Customer Data containing personal data. You agree and consent to the use, transfer, processing, and storage of Customer Data in accordance with this Agreement and any applicable law.

If you or your Users are based in the European Union while using our Services, we will process your personal information as a data processor on your behalf. In this case, you will be considered to be the data controller of the personal information as defined in Article 4(7) of the EU General Data Protection Regulation 2016/679 (GDPR) and the EU e-Privacy Directive (Directive 2002/58/EC).

If requested, we will execute the European Union Standard Contractual Clauses to facilitate the transfer of personal information to countries outside the European Union in accordance with Article 26(2) of the EU Data Protection Directive 95/46/EC.

Under no circumstances will any entity in the Evasight group be deemed a data controller with respect to Customer Data under any relevant law or regulation.

SECURITY

Evasight will store and process Customer Data in a manner consistent with industry security standards. Evasight has implemented technical, organisational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Customer Data and to mitigate the risk of unauthorised access to or use of Customer Data.

DISASTER RECOVERY

Evasight will retain backup copies of Customer Data made in the ordinary course of business by Evasight, for the purpose of enabling appropriate disaster recovery practices. Despite any other term in this Agreement, Evasight will retain these backups for a period of up to 90 days from the time that each backup copy is generated. Thereafter, Customer agrees and acknowledges that Customer Data will be irretrievably deleted from backups.

CONFIDENTIALITY OF INFORMATION

In this agreement, confidential information refers to any information that Evasight discloses to the client (the Recipient) while providing services and is marked confidential or would reasonably be considered confidential under the circumstances. The data provided by the client is the client's confidential information. Confidential information does not include any information that:

• Becomes public through no fault of the recipient;
• The recipient already knew lawfully;
• A third party gave to the recipient without any confidentiality duties or obligations; or
• The recipient independently developed without using Evasight's confidential information, as demonstrated by documentary evidence.

REQUIRED DISCLOSURE

The recipient may disclose Evasight's confidential information to the extent required by law or legal process but only after:

• using commercially reasonable efforts to notify Evasight in writing;
• providing Evasight with the opportunity to challenge the requirement to disclose; and
• Use Evasight's confidential information only to exercise their rights and fulfill their obligations under this agreement; and
• cooperating with Evasight if they seek an appropriate protective order.

NON-DISCLOSURE AGREEMENTS

The provisions of this clause 4 will supersede any non-disclosure agreement between the parties, and such agreement will have no further force or effect.

INTELLECTUAL PROPERTY RIGHTS DEFINITION

In this Agreement, Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trademarks, service marks, domain names, goodwill, and any commercial information. Intellectual Property Rights also include any application or right to apply for registrations of any of these rights, any rights protected or recognized under any laws throughout the world, related to these rights, and anything copied or derived from such property or rights.

CUSTOMER INTELLECTUAL PROPERTY RIGHTS

You retain all ownership and Intellectual Property Rights to Customer Data. Evasight does not claim ownership over any Customer Data. This Agreement does not grant us any licences or rights to Customer Data except for the licences granted in clauses 5.3 and 5.4 below, or as otherwise required for us to provide the Services to you or your Users.

LICENCE FOR SERVICES

For the Term of this Agreement, you grant Evasight a worldwide, royalty-free licence to use, reproduce, distribute, modify, adapt, create derivative works, or archive Customer Data for the purposes of providing the Services to you as contemplated by this Agreement.

Subject to the receipt of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable licence to use any Reports which you can (and are authorised to) export through the functionality of the Services for your internal purposes (in each case subject to any Confidentiality Notices).

LICENCE FOR SERVICE IMPROVEMENT

You grant Evasight a worldwide, royalty-free licence to use, reproduce, distribute, modify, adapt, create derivative works, archive, or otherwise use Customer Data for the purposes of Service Improvement and creating de-identified aggregate data (“Data Sets”). Data Sets may be made publicly available and may be used after termination of this Agreement provided that such Data Sets cannot directly or indirectly identify the Customer or its Users.

CUSTOMER DATA REVIEW

You acknowledge that, in order to ensure compliance with legal obligations, Evasight may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates this Agreement (such as when unlawful conduct or content is reported to us). We may also prevent access to or refuse to display content that we reasonably believe violates the law or this Agreement. However, Evasight otherwise has no obligations to monitor or review any content submitted to the Services by you or any other person.

CUSTOMER FEEDBACK

If you provide us with any feedback associated with the Services, Evasight may use that feedback without any obligation to you.

PUBLICITY

Evasight may identify you (by name and logo) as an Evasight customer in promotional materials or during promotional events. If you do not want your name and/or logo to be used in this way, please contact our Customer Success team.

EVASIGHT INTELLECTUAL PROPERTY RIGHTS

By using Evasight's Services, you acknowledge and agree that:

• Evasight retains all ownership rights in the Services and the content, including Reports, accessed through the Services (excluding Customer Data); and
• You do not have any rights to use Evasight's trademarks or other Intellectual Property Rights contained in our brand identity.

Evasight will retain ownership of all rights, title, and interest in and to the Services, as well as the systems and networks used to provide such Services, including any system-generated data (e.g. dashboard data or Reports), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant you any other licences, express or implied, to any of our intellectual property, including software, services, or products.

PLATFORM SUB-PROCESSORS

You agree that Evasight and any third-party sub-processors that we use to assist in providing the Services to you have the right to access your account and to use, modify, reproduce, distribute, display, and disclose Customer Data as needed to provide or improve or deliver the Services, including, without limitation, in response to your or your Users’ support requests. Evasight will be responsible for all acts and omissions of its sub-processors.

Any sub-processors utilised by Evasight will only be given access to your account and Customer Data as is reasonably necessary to provide the Services and will be subject to: (i) confidentiality obligations that are substantially consistent with the standards described in this Agreement; and (ii) their agreement to comply with the data transfer restrictions applicable to personal information as set forth in this Agreement.

ACCOUNT SECURITY AND ACCESS

You are solely responsible for the security of any passwords or other credentials used to access your Evasight account. Manager or administrator accounts are personal to the individual to whom the account belongs and cannot be shared. You are liable for any activity that occurs in your account, except for any actions that are directly attributable to Evasight and not performed in accordance with your instructions. If you suspect or become aware of any unauthorised access or use of your account, please contact our Customer Success team immediately.

CUSTOMER SYSTEMS

It is your responsibility to ensure that your operating systems, internet browsers, anti-virus software, or other software used to access the Services are updated and maintained by you or your Users. Evasight is not responsible for maintaining or updating these systems on your behalf.