HigherMe Master Subscription Agreement

Last Updated: Sep 2, 2026

PREAMBLE

This Master Services Agreement (“Agreement” or “MSA”) is entered into by and between HigherMe, Inc., with its principal place of business at 2093 Philadelphia Pike #5442, Claymont, DE 19703 (hereinafter “HigherMe,” “Service Provider,” “we,” “us,” or “our”), and the entity identified in the applicable Order Form referencing this Agreement (hereinafter “Client,” “Customer,” “you,” or “your”).

HigherMe and Client may each be referred to individually as a “Party” and collectively as the “Parties.”

Whereas, HigherMe provides a cloud based hiring platform that includes recruitment tools, an applicant tracking system (“ATS”), hiring automation features, onboarding capabilities, and workforce engagement functionality;

Whereas, HigherMe agrees to provide, and Client agrees to access and use, the Services as further described in this Agreement;

Whereas, this Agreement, together with each applicable Order Form, and any other documents expressly incorporated herein by reference, collectively form the “Agreement” between the Parties;

Now, therefore, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1 – GENERAL PROVISIONS

1.1 Defined Terms

Capitalized terms used in this Agreement will have the meanings set forth below. Defined terms may be used in the singular or plural and will have the same meaning regardless of such usage.

“Access Credentials” means any usernames, passwords, authentication methods, API tokens or other account security credentials used by Authorized Users to access the Services.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interests of such entity.

“Applicant Data” means any information relating to job applicants or candidates provided by or on behalf of Client through the Services, including without limitation resumes or CVs, employment history, contact details, application responses, interview notes, hiring communications and any related recruitment or onboarding information.

“Authorized User(s)” or “User(s)” means any employee, contractor, recruiter, hiring manager or other personnel authorized by Client to access or use the Services through Client’s account. Client acknowledges and agrees that any action taken by an Authorized User within Client’s account will be deemed an authorized act of Client and shall be binding upon Client.

“Client Data” means any and all data, information or materials submitted to or processed through the Services by or on behalf of Client or its Authorized Users, including without limitation: Applicant Data, job postings, messaging content, onboarding documentation, hiring workflow configurations; and employee onboarding information.

“Confidential Information” means all non-public or proprietary information disclosed by one Party to the other Party which: (a) is designated as confidential at the time of disclosure; or (b) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation, Client Data, Personal Data, pricing and commercial terms; and technical or system architecture information relating to the Services.

“Documentation” means any user manuals, onboarding guides, configuration instructions, release notes or technical materials provided by HigherMe relating to the configuration or use of the Services.

“HigherMe Platform” means HigherMe’s hosted cloud-based recruitment and workforce onboarding software platform made available via web interface, mobile application or API, including without limitation: Applicant Tracking System (ATS), AI Hiring solutions, Paperless Onboarding tools, Text-to-Apply functionality, Hiring Hub, HR workflow management tools; and related reporting or automation features.

“Order Form” means an ordering document duly executed by the Parties that (i) identifies the Services subscribed to by Client, (ii) specifies the applicable subscription term, (iii) sets forth the fees payable by Client, and (iv) expressly incorporates this Agreement by reference.

“Services” means the software-as-a-service solutions made available by HigherMe to Client as identified in an applicable Order Form together with any Implementation Services purchased thereunder.

1.2 Scope of Services

This Agreement, inclusive of all Order Forms and any schedules, exhibits, addenda or policies incorporated herein by reference, sets forth the terms and conditions governing Client’s access to and use of the Services provided by HigherMe.

HigherMe will make available to Client the Services identified in an applicable Order Form during the applicable Term, subject to Client’s compliance with the terms of this Agreement.

Client may subscribe to additional Services following the Effective Date by executing one or more additional Order Forms referencing this Agreement. Each such Order Form shall be governed by the terms and conditions of this Agreement unless otherwise expressly stated therein.

Client acknowledges and agrees that:

(a) the specific features, functionalities and service modules made available as part of the Services will be as described in the applicable Order Form; and

(b) any Implementation Services, integration services, onboarding assistance or configuration support will be provided only to the extent expressly set forth in the applicable Order Form or relevant Product Schedule.

Except as otherwise expressly provided herein, HigherMe shall have no obligation to provide services not expressly described in an Order Form.

1.3 COMPLIANCE

(a) Each Party shall comply with all Applicable Laws in connection with(i) its receipt, provision, access to and use of the Services;

(ii) its performance of obligations under this Agreement;

(iii) the conduct of its internal business operations; and

(iv) its collection, use, processing or transmission of Personal Data in connection with the Services.

(b) Client Responsibilities.

Client acknowledges that Client, is solely responsible for all acts, omissions and use of the Services by its Authorized Users, including without limitation:

(i) compliance with all Applicable Laws or legal requirements governing Client’s recruitment, hiring, onboarding or employment practices;

(ii) monitoring changes in Applicable Law affecting Client’s hiring, employment or workforcerelated obligations and promptly implementing any necessary operational or policy changes;

(iii) compliance with data privacy laws relating to the collection, use, processing or transmission of Personal Data; and

(iv) obtaining any and all authorizations, acknowledgements or consents from applicants, candidates, employees or other data subjects necessary to submit or transmit Personal Data through the Services to HigherMe or to any ThirdParty Service Providers enabled by Client.

(d) CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES, INCLUDING WITHOUT LIMITATION ANY PLATFORM FUNCTIONALITY, AUTOMATED WORKFLOWS, AI ENABLED FEATURES, CUSTOMER SUPPORT COMMUNICATIONS, TRAINING MATERIALS, ANALYTICS, NOTICES, BLOGS, WEBINARS, MARKETING MATERIALS OR OTHER COMMUNICATIONS PROVIDED BY HIGHERME OR ANY THIRD PARTY SERVICES HEREUNDER, ARE NOT INTENDED TO BE AND SHALL NOT BE RELIED UPON BY CLIENT AS LEGAL, COMPLIANCE, HUMAN RESOURCES, FINANCIAL, INSURANCE, TAX OR OTHER PROFESSIONAL ADVICE. HIGHERME MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES OR ANY RELATED OUTPUTS, COMMUNICATIONS OR INFORMATION PROVIDED HEREUNDER ARE ACCURATE, COMPLETE, COMPLIANT, OR UPTO DATE. CLIENT RELIES UPON INFORMATION PROVIDED THROUGH THE SERVICES AT ITS SOLE RISK. TO THE EXTENT CLIENT REQUIRES ANY SUCH ADVICE, CLIENT REPRESENTS THAT IT WILL SEEK SUCH ADVICE FROM QUALIFIED LEGAL, COMPLIANCE, ACCOUNTING, FINANCIAL OR OTHER PROFESSIONAL ADVISORS. THE PROVISIONS OF THIS SECTION SHALL TAKE PRECEDENCE OVER ANY EXPRESSIONS BY HIGHERME TO THE CONTRARY.

1.4 CLIENT OBLIGATIONS

HigherMe cannot provide the Services to Client without Client’s assistance and cooperation. Accordingly, Client agrees to cooperate with HigherMe and provide such information, documentation, data, system access and resources required for HigherMe to implement and provide the Services.

(a) Third-Party Services and Administrative Users. HigherMe may make available integrations with third-party payroll providers, human resource information systems, background check providers, point-of-sale systems, job boards or other external service providers, platforms or applications (“Third-Party Services”) for use with the Services. If Client enables or uses any Third-Party Service, Client authorizes HigherMe to access, use, transmit and disclose Client Data, contact information, account information, onboarding information, hiring information, employee information and other information reasonably necessary to configure, support, maintain or operate the applicable Third-Party Service or integration. Client acknowledges that Third-Party Services may be subject to separate terms, policies, fees or requirements imposed by the applicable provider.

(b) Passwords; Secure Access. Client and its Authorized Users shall use reasonable efforts to securely access the Services, including through secure internet connections.

Client shall: (i) maintain the confidentiality of all Access Credentials; (ii) implement administrative, physical and technical safeguards adequate for protection of Client Data; and (iii) promptly notify HigherMe if Client believes or suspects that any Access Credentials have been disclosed to or accessed by unauthorized persons.

Since Client is responsible for maintaining the security of its systems and providing adequate security training to its personnel, HigherMe will not be liable for phishing incidents suffered by Client or its Authorized Users or for any loss arising from Client’s failure to implement reasonable security safeguards, including multi factor authentication.

HigherMe reserves the right to suspend or prevent access to the Services if HigherMe has reason to believe that Client’s credentials have been compromised or that a security breach has occurred in connection with the Services.

Client further acknowledges that security of transmissions over the internet cannot be guaranteed and that HigherMe is not responsible for Client’s access to the internet or for interception or interruptions of communications through external networks.

1.5 COMMUNICATIONS

Communications between you and HigherMe may occur through electronic or digital means, including, without limitation, when you access or use the Services, create or log into an account, submit information, make privacy-related requests, send emails to HigherMe, or when HigherMe communicates with you by email, telephone call, text message (SMS), short codes, mobile push notification, or other electronic means (collectively, “Communications”).

In connection with your use of the Services, you may be required to provide an email address and/or a mobile telephone number. The collection of such contact information enables HigherMe to communicate with you directly for purposes related to the operation, security, and administration of the Services. Service-related Communications may include, without limitation, account notifications, transactional messages, security alerts, user support responses, and informational messages regarding your use of the Services. You acknowledge and agree that service-related Communications are not promotional in nature and that you do not have the ability to opt out of receiving such Communications.

1.6 SMS & Short Codes. By texting to the key word(s) displayed to the Short Code, Users may receive messages from HigherMe regarding open positions with employers. For each text you make to the Short Code, you will receive a one-time text response containing a link to the applicable job postings. You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly via email at friends@higherme.com. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. User opt-in data and consent information will not be shared onwards with third parties, except as necessary to service providers and wireless carriers, unless we have received your opt-in consent for such onwards sharing. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

1.7 INTELLECTUAL PROPERTY

Client acknowledges that HigherMe has made substantial investments to create, develop, support and maintain the Services, including without limitation the HigherMe Platform, related software, AI-enabled features, hiring workflow automation tools, onboarding modules, messaging functionality and any Custom Developments, and that HigherMe is the sole owner of all Intellectual Property rights relating thereto. Client further understands that no ownership rights or Intellectual Property rights in the Services are being granted to Client under this Agreement.

(a) Ownership. HigherMe owns all Intellectual Property in and to the Services, the HigherMe Platform and any Custom Developments made available to Client. No Custom Development will be deemed a “work made for hire” under applicable copyright or intellectual property laws. Notwithstanding any provision to the contrary contained herein, no Intellectual Property is assigned or transferred to Client under this Agreement. Client agrees not to contest, challenge or otherwise attack HigherMe’s ownership or validity of any Intellectual Property rights in the Services, whether registered or unregistered. This obligation will survive the expiration or termination of this Agreement.

(b) Access to the Services.

Subject to Client’s timely payment of all Fees and compliance with the terms of this Agreement, HigherMe hereby grants to Client a limited permission to access and use the Services and related software, solely for Client’s internal business purposes during the applicable Services Term.

Except as expressly authorized under this Agreement, Client shall not:

(i) copy, modify, reproduce or distribute the Services;
(ii) create derivative works based upon the Services;
(iii) reverse engineer, decompile or disassemble any portion of the Services; or
(iv) use the Services for the benefit of any third party.

HigherMe reserves all rights not expressly granted under this agreement. Client’s access and use the Services will immediately terminate upon expiration or termination of this Agreement or the applicable Services Term.

(c) Trademarks; Publicity., Client hereby authorizes HigherMe to use Client’s name, trademark, and logo in marketing and publicity materials to identify Client as one of HigherMe’s clients. Subject to Client’s prior written approval, Higherme may use authorized quotes or feedback from Client’s personnel or reference Client in a case study for marketing purposes.

(d) Client Feedback. Client hereby grants to HigherMe a perpetual, worldwide, irrevocable, royalty-free and fully paid-up license to use, incorporate or otherwise exploit any feedback, suggestions, improvement requests or recommendations provided by Client relating to the Services for purposes of enhancing or modifying the Services, without obligation to credit or compensate Client.

1.8 CLIENT DATA

(a) Ownership and Use of Client Data.

(i) Client retains all right, title and interest in and to Client Data submitted to or processed through the Services and shall be solely responsible for the accuracy and completeness thereof. Client represents and warrants that it has obtained all necessary rights, permissions, authorizations and consents required under Applicable Laws to provide Client Data to HigherMe for the purposes contemplated under this Agreement and the HigherMe Privacy Policy.

Client hereby grants to HigherMe a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, analyze, display, modify and otherwise use Client Data solely for purposes of: (a) providing, maintaining or improving the Services; (b) enabling integrations with Third-Party Services; and (c) facilitating Client’s use of the Services in accordance with this Agreement.

(ii) HigherMe may use Client Data as necessary to perform the Services and as otherwise permitted under this Agreement or the Privacy Policy. Client authorizes HigherMe, its affiliates and authorized third-party service providers to process Client Data for all lawful purposes relating to the Services, including without limitation, user or account verification, platform configuration, integration with Third-Party Services, customization of hiring workflows, monitoring or improving performance or security of the Services, development of new or enhanced product features, system analytics; and compliance with Applicable Laws.

(iii) As between Client and HigherMe, HigherMe shall own all right, title and interest in and to any aggregated, anonymized or de-identified data derived from Client Data, including usage analytics, system performance data and derivative platform metrics that do not identify Client or any individual.

HigherMe may collect, use or share such aggregated or anonymized data for purposes permitted under Applicable Law, including, improving the Services, facilitating research or analytics, developing new products or features or enhancing platform performance or security.

(b) Security; Information Security Incidents. HigherMe shall implement commercially reasonable technical and organizational safeguards designed to protect Client Data against unauthorized access, disclosure, alteration or destruction. To the extent required by Applicable Law, HigherMe shall notify Client without undue delay following discovery of a Security Incident involving Client Data within HigherMe’s systems.

Client shall retain responsibility for determining whether notice of such Incident must be provided to data subjects, regulators, or any third parties; and the content or timing of any such notice.

Nothing in this Agreement shall preclude HigherMe from complying with its independent legal obligations under Applicable Laws to provide notice or report of any Information Security Incident.

(c) Data Consent

By signing or accepting this SLA, Client consents to HigherMe collecting, receiving and processing employee retention data, including last payroll date, employment status and related workforce or onboarding information, from relevant Third-Party Services, integrations and service partners enabled or authorized by Client. HigherMe may use such data for analytics, service improvement, platform performance, reporting, compliance with Applicable Laws and other purposes permitted under the MSA and HigherMe’s Privacy Policy. Client represents that it has obtained all rights, permissions, authorizations and consents necessary for HigherMe to collect and process such data through the Services and any enabled Third-Party Services.

(d) Storage and Retention. Client acknowledges that HigherMe is not Client’s official system of record and that Client remains solely responsible for maintaining copies of Client Data processed through the Services. Upon expiration or termination of the Services Term, Client’s access to the Services and any Client Data contained therein may be limited or suspended except as otherwise agreed in writing.

HigherMe reserves the right to delete or destroy Client Data following expiration or termination of this Agreement or in accordance with its standard data retention policies, except to the extent retention is required under Applicable Law or for archival backup purposes. HigherMe shall employ commercially reasonable storage procedures; however, HigherMe does not guarantee against loss or alteration of Client Data, including as a result of system failures or Force Majeure Events.

1.9 PRIVACY POLICY

HigherMe’s practices relating to the collection, use, processing and storage of Personal Data are described in the HigherMe Privacy Policy, as may be updated from time to time.

By accessing or using the Services, Client acknowledges that (a) Client and its Authorized Users have reviewed the Privacy Policy; and (b) HigherMe may process Personal Data in accordance with the Privacy Policy and Applicable Laws.

Clients and its Authorized Users that do not agree to the Privacy Policy must immediately cease accessing or using the Services. Continued use of the Services following any amendment to the Privacy Policy shall constitute acceptance of the updated Privacy Policy.

1.10 CONFIDENTIALITY

(a) All Confidential Information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party. The Receiving Party shall not disclose Confidential Information to any third party and use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.

(b) The Receiving Party shall limit access to Confidential Information to its employees, affiliates or authorized representatives who require such access for purposes of performing obligations under this Agreement and who are subject to confidentiality obligations no less restrictive than those contained herein. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information: (i) as required by Applicable Law or legal process; (ii) to respond to any subpoena or regulatory request; (iii) in connection with litigation; or (iv) to the extent required to provide the Services under this Agreement.

(c) Upon written request of the Disclosing Party, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information except to the extent retention is required by Applicable Law or under the Receiving Party’s standard records retention practices. Any Confidential Information retained pursuant to this Section shall remain subject to the confidentiality obligations set forth herein for so long as it is retained.

1.11. BILLING AND FEES

(a) Billing Details.

(i) Client agrees that billing for the Services shall commence at the start of Client’s designated Billing Start Date as set forth in the applicable Order Form, and subscription fees shall continue throughout the duration of the Services Term regardless of any delay in Client’s implementation or onboarding obligations under this Agreement.

(iv) Pursuant to the Order Form, HigherMe may charge implementation fees for custom changes or other customized implementation services requested by Client.

(v) Rates, discounts or promotional pricing specified in an Order Form are conditioned upon Client’s compliance with its obligations under this Agreement and continued subscription to the applicable Services during the Services Term.

(vi) Where Client requests additional platform licenses, service upgrades, integrations or add-on functionality during the Services Term, applicable fees shall either be: (A) invoiced immediately; or (B) prorated through the remainder of the billing cycle, as determined by HigherMe in its reasonable discretion.

(b) Service Fees.

(i) Client agrees to pay all Fees for the Services as set forth in the applicable Order Form.

(ii) Client shall be responsible for all applicable Fees incurred in connection with messaging functionality, communication services or Third-Party Service integrations enabled by Client.

(iii) HigherMe may provide additional Support Services or training services at Client’s request. Client’s written approval of the scope and applicable fees for such Support Services shall constitute Client’s agreement to pay the associated fees.

(iv) Client shall reimburse HigherMe for applicable training related costs, travel expenses or Custom Development services requested by Client.

(v) Client shall be responsible for payment of applicable sales, use or similar taxes assessed on the provision of Services unless Client provides HigherMe with a valid tax exemption certificate prior to the commencement of the applicable Services.

(c) Late Payment. Any payment not received within seven (7) days of the invoice issue date shall be subject to a late payment charge equal to three percent (3%) per month or the highest amount permitted under Applicable Law, whichever is less. HigherMe reserves the right to suspend or terminate the Services upon thirty (30) days’ written notice in the event that full payment remains outstanding following delivery of a late payment notice.

2. PAYMENT TERMS

(i) Client shall pay all fees specified in the applicable Order Form (“Fees”) in accordance with the terms set forth therein and this Agreement. Unless otherwise stated in the Order Form, Fees are payable in advance for the Services. Fees are exclusive of federal, state, provincial, local, sales, use, GST/HST, value-added, and similar taxes. Applicable taxes will be invoiced by HigherMe to Client. All Fees and payment obligations under this Agreement shall be non-cancelable, and all Fees paid by Client hereunder shall be deemed fully earned when paid and shall be non-refundable. Unless otherwise expressly specified in an applicable Order Form, all invoices issued by HigherMe shall be due and payable within seven (7) days of the invoice issue date, without deduction, set-off, counterclaim or withholding of any kind. Any payment not received within such period shall be subject to a finance charge equal to three percent (3%) per month, or the maximum amount permitted under Applicable Law, whichever is less. HigherMe reserves the right to suspend or terminate the Services upon thirty (30) days’ written notice in the event that full payment remains outstanding following issuance of a late payment notice.

(ii) Client shall be solely responsible for all costs associated with the payment of Fees, including without limitation any applicable payment processing charges, banking fees, credit card merchant fees, wire transfer fees, foreign exchange charges or other similar transaction related expenses incurred in connection with payment of Fees. Any request by Client to modify its billing details, payment method, account information, or applicable tax information must be submitted to HigherMe in writing at least thirty (30) days prior to the requested effective date of such change.

(iii) During the Services Term, Client may request service upgrades, additional licenses or add-on functionality by submitting a written request to HigherMe. Applicable Fees for any approved upgrades or add-ons shall be invoiced immediately or prorated through the remainder of the then current billing cycle, as determined by HigherMe in its reasonable discretion, and shall be charged to the payment method maintained on file by Client.

(iv) Client hereby authorizes HigherMe to charge all applicable Fees to the designated payment method maintained on file with HigherMe for the Services. Client’s failure to maintain accurate or current billing information shall not relieve Client of its obligation to timely remit payment as required under this Agreement.

(v) HigherMe reserves the right to modify the Fees applicable to the Services upon commencement of any Renewal Services Term. HigherMe shall provide Client with written notice of any such Fee modifications not less than ninety (90) days prior to the commencement of the Renewal Services Term. Client’s continued access to or use of the Services in the Renewal Services Term shall constitute Client’s acceptance of the modified Fees.

3. TERM AND TERMINATION

(i) This Agreement shall be effective as of the Effective Date and shall remain in effect until expiration or termination in accordance with the terms set forth herein. Each Order Form shall be effective upon execution by the Parties and shall remain in effect until the expiration or termination of the applicable Services Term in accordance with this Agreement.

(ii) Client’s initial subscription term for the Services shall commence on the Effective Date specified in the applicable Order Form and shall continue for the duration stated therein (the “Initial Services Term”). If Client subscribes to additional Services during an active Services Term by executing a subsequent Order Form, the Services Term for all Services then in effect (including newly subscribed Services and existing Services) may be extended for the duration set forth in the applicable Order Form.

(iii) Unless otherwise specified in an applicable Order Form, the Services shall automatically renew for successive periods equal in duration to the then-current Services Term (each, a “Renewal Services Term”), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to expiration of the then-current Services Term. Client’s continued access to or use of the Services following the commencement of any Renewal Services Term shall constitute Client’s acceptance of such Renewal Services Term and agreement to pay all applicable Fees for the renewed Services Term.

(iv) Either Party may terminate this Agreement or any applicable Order Form for cause upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice thereof. HigherMe shall have the right to suspend access to the Services or terminate this Agreement upon written notice in the event of Client’s (a) failure to timely remit payment of Fees; (b) violation of Applicable Laws in connection with the use of the Services; (c) breach of Client’s obligations under Sections 1.3 or 1.4 of this Agreement; or (d) unauthorized use of the Services or HigherMe Platform.

(vi) Any cancellation or termination of the Services must be sent in writing to friends@higherme.com. and Upon HigherMe’s receipt of Client’s notice of termination, all outstanding payment obligations shall become immediately due and payable. Termination will be effective upon expiration of the then-current Services Term. Client shall remain responsible for payment of all fees due and payable for the Service Term. All amounts paid or payable shall be non-cancellable and non-refundable. Upon expiration or termination of this Agreement, Client’s permission to access or use the Services will immediately cease.

(vii) Up to once per year, Client may request to temporarily pause the Services for up to three (3) months by providing written notice to HigherMe. In such a case, the then-current Service Term will be automatically extended by the duration of the period in which the Services have been paused. The foregoing will not reduce, waive, or otherwise affect Client’s commitment to the full Service Term.

4. LIMITATION OF LIABILITY

Client acknowledges that the Fees charged under this Agreement reflect the allocation of risk between the Parties and that HigherMe would not be able to provide the Services on an economically reasonable basis without the limitations set forth in this Section.

(i) Limited Direct Damages

To the maximum extent permitted under Applicable Law, neither Party shall be liable to the other Party for any damages arising out of or relating to this Agreement, whether in contract, tort (including negligence), or otherwise, except for direct damages not to exceed the total Fees paid by Client to HigherMe for the Services during the twelve (12) month period immediately preceding the event giving rise to such claim.

(ii) Exclusion of Certain Damages

To the maximum extent permitted under Applicable Law, neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, exemplary or punitive damages, including without limitation, business interruption losses, lost business opportunities, lost profits or anticipated revenue, loss, corruption or inaccuracy of data, hiring decisions or employment actions taken by Client, loss of service availability or platform access; or costs of procurement of substitute services, regardless of the form of action, whether in contract, tort or otherwise, even if such Party has been advised of the possibility of such damages.

(iii) The limitations and exclusions set forth in this Section shall not apply to (a) Client’s obligation to pay Fees due under this Agreement; (b) either Party’s indemnification obligations under Section 6 this Agreement; or (c) damages arising from a Party’s fraud or wilful misconduct.

5. NO WARRANTY

Client acknowledges that the Fees charged under this Agreement reflect the allocation of risk between the Parties and the scope of warranties provided in this Section. HigherMe shall provide the Services in a commercially reasonable manner consistent with generally accepted industry standards.

(i) As-Is. HigherMe shall provide the Services in a commercially reasonable manner consistent with generally accepted industry standards. THE SERVICES, INCLUDING ANY SOFTWARE, PLATFORM FUNCTIONALITY, AUTOMATED WORKFLOWS, REPORTING OUTPUTS OR AI ENABLED FEATURES, ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HIGHERME DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, ACCURACY, RELIABILITY OR TIMELINESS. HigherMe does not warrant that the Services will be error-free or uninterrupted, that platform outputs or analytics will meet Client’s specific requirements, that the Services will result in any particular hiring or employment outcome, or that Client’s use of the Services will ensure compliance with applicable employment or data protection laws. HigherMe shall not be responsible or liable for any failure or delay in performance of the Services resulting from Client’s use of the Services not in accordance with this Agreement or Documentation, failures in telecommunications or third-party systems outside of HigherMe’s control, Client’s or any ThirdParty Service’s content or services, negligence, acts or omissions, or any Force Majeure Event. Client’s sole and exclusive remedy as to any claim arising out of the Services shall be for HigherMe to reperform the disputed portion of the Services to Client or refund any prepaid Fees applicable to the disputed portion of the Services.

(ii) No Professional Advice. HigherMe may provide general industry knowledge, platform recommendations or analytics relating to recruitment, hiring workflows or onboarding processes. However, HigherMe does not and cannot render legal, accounting, compliance, financial or other professional advice, and Client must rely on its own professional advisors for such advice. Client shall have sole responsibility for ensuring that its use of the Services, job postings, and hiring practices meets Client’s employment, regulatory and compliance needs.

(iii) Not Fiduciary. HigherMe and Client have entered into this Agreement at arm’s length, and neither Party shall be deemed a fiduciary of the other. HigherMe shall act solely as an independent contractor under this Agreement.

(iv) Use of Artificial Intelligence. HigherMe may utilize artificial intelligence or machine learning technologies (“AI Tools”) to enhance certain Services, including without limitation candidate recommendations, hiring workflow automation, predictive analytics, messaging assistance or reporting outputs. HOWEVER, DUE TO THE CONSTANTLY EVOLVING NATURE OF TECHNOLOGY AND AI, ALL AI FEATURES, AND ANY AI-BASED OR ASSISTED SERVICES, ARE PROVIDED TO CLIENT ON AN AS-IS BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. CLIENT ACKNOWLEDGES THAT AI-GENERATED INFORMATION OR SERVICES MAY CONTAIN ERRORS OR BIAS AND MAY NOT PRODUCE COMPLETE, ACCURATE, OR UP TO DATE OUTPUT. CLIENT ACKNOWLEDGES THAT THE PLATFORM AND SERVICES DO NOT MAKE ANY AUTOMATIC DECISIONS ON BEHALF OF CLIENT AND THAT CLIENT HAS SOLE RESPONSIBILITY FOR ITS JOB POST CONTENT (INCLUDING THAT SUCH CONTENT COMPLY WITH ALL APPLICABLE LAWS) AND FOR EXERCISING ITS HIRING AND SCREENING DECISIONS. CLIENT UNDERSTANDS AND AGREES THAT AI-GENERATED CONTENT OR SERVICES SHOULD BE USED SOLELY AS SUPPLEMENTARY INFORMATION AND NOT AS THE SOLE BASIS FOR DECISION-MAKING. HIGHERME IS NOT LIABLE FOR ANY CLIENT USE OR DECISIONS MADE BASED ON AI-GENERATED CONTENT, AI FEATURES, OR AI-BASED SERVICES, AND NETCHEX EXPRESSLY DISCLAIMS ALL LIABILITY FOR ALL SUCH CONTENT, INCLUDING, WITHOUT LIMITATION, FOR ERRORS, BIAS, INACCURACIES, OR MISREPRESENTATIONS PRODUCED BY AI. CLIENT UNDERTAKES SOLE RESPONSIBILITY FOR ITS USE OF AI-BASED AND AI-ASSISTED PRODUCTS AND SHALL USE SUCH PRODUCTS AND SERVICES IN ACCORDANCE WITH CLIENT OBLIGATIONS UNDER APPLICABLE LAWS.

6. INDEMNIFICATION

(i) Client Indemnification. Client acknowledges that the Services are provided based upon the Client Data, hiring workflows, configurations and instructions furnished by Client. Client shall indemnify, defend and hold harmless HigherMe, its affiliates, officers, employees and agents from and against any and all losses, claims, damages, liabilities, judgments, fines, penalties, interest, attorneys’ fees and disbursements, costs and expenses (including investigation and notification-related costs) and amounts paid in settlement (collectively, “Losses”) arising out of or relating to:

(a) Client’s provision of Client Data to HigherMe and HigherMe’s processing or use of Client Data in accordance with this Agreement;

(b) any unauthorized access to or disclosure of Client’s account or Client Data arising from Client’s failure to safeguard its account credentials or implement reasonable security controls, including multi-factor authentication;

(c) Client’s breach of its obligations under this Agreement or violation of Applicable Laws in connection with its recruitment, hiring, onboarding or employment practices;

(d) Client’s use of the Services, including any hiring or employment decisions made by Client; or

(e) any claim brought by an applicant, candidate, employee or Authorized User arising out of Client’s use of the Services.

(ii) HigherMe Indemnification

HigherMe shall indemnify, defend and hold harmless Client from and against any Losses arising from a third-party claim alleging that Client’s authorized use of the Services in accordance with this Agreement infringes or violates such third party’s intellectual property rights.

(i)To obtain such defense and indemnification, Client must promptly notify HigherMe in writing of the claim and cooperate with HigherMe in the defense thereof. HigherMe shall have sole control over the defense and settlement of such claim, provided that Client may participate in the defense at its own expense with counsel of its choosing.

(ii)In the event of such a claim, HigherMe may, in its sole discretion: (a) obtain the right for Client to continue using the affected Services; (b) modify or replace the affected Services to make them non-infringing; or (c) terminate Client’s access to the affected Services and refund any prepaid Fees applicable to the unused portion of the affected Services.

(iii)HigherMe shall have no obligation under this Section with respect to claims arising from: (A) Client’s use of the Services in violation of this Agreement; (B) Third-Party Services; or (C) modifications made to the Services by or at the direction of Client. THIS SECTION SETS FORTH CLIENT’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

7. MISCELLANEOUS

(i) Entire Agreement; Order of Precedence. This Agreement, together with all Order Forms, schedules, exhibits, policies and addenda incorporated herein by reference, constitutes the entire agreement between HigherMe and Client with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, understandings or agreements, whether oral or written. In th event of a direct conflict between this Agreement and the Order Form, the terms of the Order Form shall control.

(ii) Dispute Resolution; Arbitration. Either Party wishing to initiate dispute resolution procedures with respect to any dispute, claim or controversy arising out of or relating to this Agreement (a “Dispute”) shall first submit the Dispute to mediation by providing written notice to the other Party. Any such Dispute shall be submitted to final and binding arbitration administered by JAMs before a single arbitrator in accordance with the applicable arbitration rules then in effect. Judgment on any arbitration award may be entered in any court having competent jurisdiction. Nothing herein shall preclude either Party from seeking equitable or injunctive relief from a court of competent jurisdiction.

(iii) Governing Law. This Agreement and all matters arising out of or relating to this Agreement, including any Disputes between the Parties, whether arising in contract, tort, statute, regulation or otherwise, shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Louisiana, without giving effect to its conflict-of-laws provisions, regardless of where any action may be brought. Client irrevocably consents to the personal jurisdiction of the courts located in the State of Louisiana. Notwithstanding anything to the contrary in this Agreement, either Party may commence and maintain an action or proceeding seeking injunctive or other equitable relief, or to enforce an arbitration award, in any court of competent jurisdiction.

(iv) SLA: The parties acknowledge that the Services are subject to HigherMe’s Service Level Addendum, as updated from time to time, which is incorporated herein by reference.

(v) Severability. If any provision of this Agreement is held to be unenforceable or invalid under Applicable Law, such provision shall be reformed to the extent necessary to make it enforceable in a manner consistent with its original intent, and the remaining provisions of this Agreement shall remain in full force and effect.

(vi) Force Majeure. HigherMe shall not be liable for any failure or delay in performance of the Services resulting from any event beyond its reasonable control, including without limitation acts of God, natural disasters, internet outages, governmental actions, labor disputes or failures of telecommunication or hosting providers (each, a “Force Majeure Event”), and shall have a reasonable extension of time to perform the Services in the event of such Force Majeure Event.

(vii) Assignment; Change of Control. Client may not assign this Agreement without the prior written consent of HigherMe, which shall not be unreasonably withheld. Any attempted assignment in violation of this Section shall be null and void. Any change in ownership or control of Client or transfer of substantially all of Client’s assets shall be deemed an assignment for purposes of this Agreement.

(viii) Modification of Agreement. HigherMe reserves the right to modify the terms of this Agreement by providing written notice to Client of any such modification. Any such modification shall become effective upon the date specified in the notice. Client’s continued access to or use of the Services following such notice shall constitute Client’s acceptance of the modified terms.

(ix) Binding Authority. Client represents and warrants that it has the authority to enter into this Agreement and that the individual executing this Agreement on behalf of Client has full legal authority to bind Client to the terms herein.

(x) NOTICES

HigherMe may provide notices to Client by delivering such notice to the physical or electronic address specified in the applicable Order Form or by providing notice through Client’s designated administrator account within the HigherMe Platform.

Unless otherwise specified in this Agreement, Client shall provide all legal notices to HigherMe by sending written correspondence to the following addresses:

HigherMe, Inc.
Attn: Legal Department
1155 Highway 190 E Service Road,

Suite 2B; Covington, LA 70433
Email: friends@higherme.com

 

Any notice required or permitted to be given under this Agreement shall be deemed duly given when delivered personally, sent by recognized overnight courier, or transmitted by electronic mail to the addresses set forth above, or to such other address as either Party may designate by written notice in accordance with this Section.

(xi) SURVIVAL

Any rights or obligations under this Agreement which by their nature are intended to survive expiration or termination of this Agreement shall survive such expiration or termination, including without limitation provisions relating to:

(Section 1.3) Compliance, (Section 1.4) Client Obligations,(Section 2) Payment Terms, (Section 1.5) Intellectual Property, (Section 1.6) Client Data, (Section 3)Term and Termination, (Section 4) Limitation of Liability, (Section 5 )No Warranty, (Section 6) Indemnification, (Section 1.8) Confidentiality, (Section 7) Other Provisions