Master service agreement terms and conditions

This Master Service Agreement (“Agreement”) is entered into between Hundred Public Safety, Inc. (d/b/a Performance Protocol) (“Performance Protocol”) and the entity identified in the applicable Solution Proposal (“Customer”). By executing a Solution Proposal, clicking any “Accept,” “Agree,” or similar button or checkbox, logging into the Performance Protocol Platform, accessing or using any Services (as defined herein), or directing others to do so, Customer agrees to be legally bound by all terms and conditions of this Agreement and any applicable Solution Proposal. If you are entering into this Agreement on behalf of Customer, you represent and warrant that you have the legal authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree to all terms and conditions of this Agreement, you must not execute any Solution Proposal or access or use the Services.

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This Agreement governs Customer’s use of all Services provided by Performance Protocol. Capitalized terms used in this Agreement have the meanings set forth herein or in the applicable Solution Proposal. In the event Customer accesses or uses the Services without executing a Solution Proposal, Customer’s use of the Services constitutes acceptance of this Agreement and Performance Protocol’s then-current standard pricing and service terms.

1. “Authorized Users” means users who are authorized by Customer via a unique user ID and password to use the Services for a particular Customer. Authorized Users may include Customer’s employees, consultants, and contractors.
2. "Feedback" means any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to the Services.
3. “Beta Services” means services or features identified as alpha, beta, preview, early access or evaluation, or words of phrases with similar meaning.
4. “Performance Protocol Platform” means the Software-as-a-Service (SaaS) framework created and owned by Performance Protocol to enable Performance Protocol’s customers to access and manage the applications and services that are developed for or provided to them by Performance Protocol. The Performance Protocol Platform includes, without limitation, the functionality, software, graphics, text, data, content, information, documentation and materials contained or provided in any form or media by Performance Protocol, as well as all updates, enhancements and modifications thereto made available by Performance Protocol. Performance Protocol may change the Performance Protocol Platform at any time with or without notice.
5. “Proposal” or “Solution Proposal” means one or more solution proposals executed by the parties that reference this Agreement and set forth the specific Services, the applicable Subscription Term for such Services and the Professional Services purchased by Customer and to be provided by Performance Protocol to Customer. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of a Solution Proposal, the terms and conditions of this Agreement will govern and control
6. “Subscription Term” means the term specified in a Solution Proposal during which the Services will be provided to Customer.
7. "Effective Date" means the date of the first Solution Proposal executed by both parties, or the date Customer first accesses or uses the Services, whichever is earlier.
8. “Employee Development Coaching Services” means professional development, performance coaching, and related advisory services provided by Performance Protocol as set forth in the applicable Solution Proposal. Employee Development Coaching Services may be delivered through various methods including in-person, virtual, or platform-based formats, as determined by Performance Protocol in its sole discretion. Performance Protocol reserves the right to assign coaches and modify delivery methods at any time. Employee Development Coaching Services are not therapy, counseling, psychological treatment, or mental health services of any kind. Customer is solely responsible for ensuring the coaching participant’s participation, availability, and compliance with all coaching requirements and scheduling.
9. “Professional Services” means those separately chargeable configuration, customization, training and other professional services made available to Customer. The Professional Services to be provided to Customer are set forth in one or more Solution Proposals entered into by the parties from time to time.
10. “Services” means, as applicable and as set forth in the applicable Solution Proposal, the Performance Protocol Platform , the Professional Services, and/or the Employee Development Coaching Services.
11. “Customer Content” means any content, data, materials, or information that Customer or its Authorized Users submit, upload, transmit, or otherwise provide to the Services or to Performance Protocol in connection with Customer’s use of the Services. Customer Content does not include: (a) Aggregate Data; (b) Usage Data; (c) Feedback; (d) any content from publicly available sources; or (e) any information, data, data models, content, or materials owned or controlled by Performance Protocol and made available through or in connection with the Services.

1. Services
   Subject to the terms and conditions of the Agreement, Performance Protocol will make the Services specified in a Solution Proposal for a specific Customer available to Customer only (a) during the Subscription Term specified in such Solution Proposal, (b) for use by Authorized Users, (c) for Customer’s internal business purposes, and (d) in accordance with any additional Services rights and limitations set forth in the applicable Solution Proposal, and all in accordance with Performance Protocol’s documentation.
2. Setup, Configuration, Customization and other Professional Services.
   In connection with the setup and configuration and any Customer-requested customizations, Performance Protocol will provide the Professional Services set forth in one or more executed Solution Proposals. Customer acknowledges that the provision of Professional Services by Performance Protocol is dependent on Customer providing reasonable access to relevant resources and providing timely decisions and input in connection with those Professional Services.
3. Subcontractors
   Unless specifically agreed to otherwise in a Solution Proposal, Performance Protocol reserves the right to use consultants and contractors to perform Performance Protocol’s obligations under this Agreement, and to replace any particular employee, consultant or contractor with one of equal or superior qualifications. Performance Protocol will at all times constitute the primary obligor for all of Performance Protocol’s duties and obligations hereunder.
4. Feedback
   Performance Protocol will have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Services.
5. Services Availability
   Performance Protocol will use commercially reasonable efforts to make the Services available, excluding: (a) scheduled or emergency maintenance, of which Performance Protocol will endeavor to provide advance notice when practicable; (b) unavailability caused by circumstances beyond Performance Protocol’s reasonable control, including without limitation third-party service provider failures or outages (such as cloud hosting, telecommunications, or internet service providers), denial-of-service attacks, network or equipment failures, or events of Force Majeure; (c) Customer’s or Authorized Users’ network, equipment, or systems; and (d) any unavailability resulting from Customer’s or Authorized Users’ acts or omissions, misuse, or failure to comply with this Agreement or Performance Protocol’s documentation. Performance Protocol does not guarantee any specific level of availability and shall not be liable for any service interruptions or downtime.

1. Password Administration and Access.
   Customer is responsible for creating and maintaining Login IDs and passwords for its Authorized Users. Customer will (a) be responsible for Customer’s and Customer’s Authorized Users’ compliance with the terms and conditions of this Agreement; (b) be responsible for the confidentiality of (and for all activities that occur under) the Authorized User IDs and passwords assigned to Customer; and (c) prevent unauthorized access to or use of the Services, and notify Performance Protocol promptly of any such unauthorized access or use of which Customer is aware. Customer acknowledges that all Internet browsers and browser versions are not equal and some variations may not be optimal for accessing the Services. Customer may obtain a current list of recommended browsers and browser versions from Performance Protocol upon request.
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   Customer shall be responsible for: (i) all Authorized Users’ compliance with this Agreement and any Solution Proposals; (ii) the accuracy, quality, and legality of all data and content submitted to the Services by Customer or its Authorized Users, and the means by which Customer acquired such data; (iii) obtaining and maintaining all necessary rights, consents, and authorizations for the collection, use, and processing of data submitted to the Services, including compliance with Customer’s own privacy policies; and (iv) ensuring that Customer’s and its Authorized Users’ use of the Services, including any content, job listings, communications, or messaging transmitted through the Services, complies with all applicable laws and regulations, including without limitation employment laws, anti-discrimination laws, data protection and privacy laws, and all laws governing electronic communications and messaging. Customer acknowledges that standard message and data rates may apply to any SMS or text messaging functionality. Customer is solely responsible for all hiring, employment, and personnel decisions made using information obtained through the Services.
2. Compliance with Laws.
   Customer is responsible for ensuring that Customer’s use of Performance Protocol Services provided to Customer will comply at all times with all applicable local, state, national and foreign laws, treaties and regulations including, without limitation, those related to copyrights, moral rights, trademark rights, privacy, children, international communications and the transmission of technical or personal data. Any privacy policy Customer makes available will include all disclosure and election procedures that may be required under applicable laws including, without limitation, clear and conspicuous disclosure to end users about Customer’s practices with respect to the collection, use and sharing of end user data.
3. Prohibited Uses.
   Customer will not, and will not permit any third party to: (a) make the Services available to any third party other than Authorized Users; (b) sell, resell, license, sublicense, distribute, rent, lease, or include the Services in a service bureau or outsourcing offering; (c) use the Services to store or transmit infringing, libelous, unlawful, or tortious material, or material in violation of third-party privacy rights; (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (e) permit access to or use the Services in a way that circumvents usage limitations, or access Performance Protocol intellectual property except as expressly permitted herein; (f) frame or mirror any part of the Services, other than on Customer’s own intranet for legitimate internal business purposes; (g) access the Services to build a competitive product or service, or to benchmark with a non-Performance Protocol product or service; (h) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services, except to the extent expressly permitted by applicable law that cannot be waived by contract; (i) modify, copy, adapt, or translate the Services or Performance Protocol Platform; (j) use the Services for improper, fraudulent, or non-legitimate business purposes; (k) use the Services in a way that is harmful, malicious, threatening, offensive, defamatory, or otherwise objectionable as determined by Performance Protocol in its sole discretion; (l) use the Services to send unsolicited communications, promotions, or advertisements in violation of applicable law; (m) use web scraping, robots, spiders, data mining, or other automated means to access, circumvent, or extract data from the Services without Performance Protocol’s prior written consent; (n) damage, interfere with, disable, or impair the Services; (o) remove, alter, or obscure any proprietary notices on the Services; or (p) use the Services in violation of any applicable law or regulation. Any violation of this Section 3.3 shall constitute a material breach of this Agreement, and Performance Protocol may immediately suspend or terminate the Services and Customer’s access thereto without liability to Customer and without refund of any prepaid fees.
4. Reporting Obligations.
   Customer shall promptly notify Performance Protocol of any security breaches, unauthorized access, or system failures that Customer observes or becomes aware of in connection with the Services.
5. Account Information.
   Customer is responsible for maintaining the accuracy and completeness of all account information provided to Performance Protocol, including contact information, billing information, authorized user lists, and security contacts. Customer shall promptly update such information and notify Performance Protocol of any changes.
6. Insurance.
   Agency represents and warrants that it maintains appropriate insurance coverage for its operations and use of the Services.
7. Age Requirements
   The Services are intended for use only by individuals who are at least 18 years of age. Customer represents and warrants that all Authorized Users are at least 18 years of age and that Customer has verified the age of each Authorized User prior to granting access to the Services. Customer shall not permit any individual under 18 years of age to access or use the Services under any circumstances. Customer is solely and exclusively responsible for verifying the age of its Authorized Users and for ensuring ongoing compliance with this age requirement. Performance Protocol reserves the right, in its sole discretion, to terminate or suspend access to the Services for any user that Performance Protocol reasonably believes is under 18 years of age, without prior notice to Customer and without liability to Customer or such user.
8. Authorized Actions
   “Authorized Actions” means any and all actions taken under or through any Service that Customer has access to, including but not limited to clicking buttons, submitting forms, making selections, uploading content, approving workflows, executing transactions, or otherwise interacting with the Performance Protocol Platform or Services. All Authorized Actions taken under Customer’s account or by any Authorized User shall be deemed authorized by and binding upon Customer, regardless of Customer’s actual knowledge of such actions or whether Customer specifically authorized the particular individual taking such action. Authorized Actions include, without limitation, actions taken by Customer, any Authorized User, or any person that Customer or any Authorized User directs, requests, or permits Performance Protocol to take on Customer’s behalf. Customer acknowledges and agrees that the provision of login credentials to the Services, combined with any in-platform actions such as clicking “Submit,” “Approve,” “Accept,” or similar buttons or links, shall have the same legal force and effect as Customer’s written signature and shall constitute Customer’s binding authorization of such actions and any resulting obligations, changes, or transactions. Customer is solely and exclusively responsible for all Authorized Actions and waives any right to disclaim responsibility for actions taken under its account or by its Authorized Users. Performance Protocol is entitled to rely on all Authorized Actions as having been duly authorized by Customer without any duty to verify the authority of the person taking such action.
9. Third-party Applications
   Customer may choose to use the Services in connection with third-party applications, integrations, platforms, or services not provided by Performance Protocol (“Third-Party Applications”). Customer’s use of any Third-Party Applications is subject to the applicable third-party provider’s terms and conditions, privacy policies, and other agreements, and Customer is solely responsible for compliance with all such terms and for payment of any fees required by such third-party providers. Performance Protocol has no liability whatsoever for Third-Party Applications, including but not limited to how such Third-Party Applications collect, use, store, transmit, or process Customer Content, or for the data security, privacy practices, availability, functionality, or performance of such Third-Party Applications. If Customer enables any Third-Party Application integration with the Services, Customer expressly grants Performance Protocol permission to access and exchange Customer Content with such Third-Party Application on Customer’s behalf as necessary to facilitate the integration, and Customer acknowledges that Performance Protocol has no control over how the Third-Party Application handles such data once received. Performance Protocol makes no representations or warranties of any kind regarding Third-Party Applications, does not endorse any Third-Party Application, and disclaims all liability arising from or related to Customer’s use of Third-Party Applications. Any exchange of data between the Services and Third-Party Applications is at Customer’s sole risk and expense.
10. Beta Services
    Customer acknowledges that Performance Protocol may, in its sole discretion, make Beta Services available to Customer from time to time. Customer’s participation in any Beta Services is entirely voluntary and at Customer’s sole risk and expense. Customer understands and agrees that: (a) Beta Services are provided strictly “AS IS” and “AS AVAILABLE” without warranty of any kind, and Performance Protocol hereby expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, completeness, or uninterrupted operation; (b) Beta Services are not subject to any service level agreements, uptime commitments, support obligations, or other performance standards that may apply to the standard Services; (c) Performance Protocol may modify, suspend, limit, discontinue, or terminate Customer’s access to any Beta Services at any time, for any reason or no reason, with or without notice, and without any liability or obligation to Customer; (d) Beta Services and all information relating thereto are confidential and proprietary to Performance Protocol, and Customer shall not disclose, publish, or otherwise communicate any information about Beta Services to any third party without Performance Protocol’s prior written consent; (e) Customer will provide Performance Protocol with feedback, suggestions, and other information regarding Beta Services upon request, and all such feedback shall become the exclusive property of Performance Protocol without any obligation, compensation, or consideration to Customer; (f) Performance Protocol shall have no liability whatsoever arising from or related to Beta Services, including but not limited to any direct, indirect, incidental, special, consequential, or punitive damages, data loss, corruption, service interruptions, business losses, lost profits, or other harm, regardless of the theory of liability and whether or not Performance Protocol has been advised of the possibility of such damages; and (g) the liability limitations and disclaimers set forth in this Section 3.10 shall survive termination of this Agreement and constitute an absolute bar to any claims by Customer relating to Beta Services. Customer waives any right to seek damages, reimbursement, or other compensation from Performance Protocol in connection with Beta Services.

1. Performance Protocol Ownership
   Performance Protocol will retain all right, title and interest in and to all intellectual property and proprietary rights with respect to the Services and Professional Services provided by Performance Protocol, together with any and all software and other technology that enables the provision of such Services, and any training materials, documentation, white papers, and deliverables provided by Performance Protocol under the Agreement, and any suggestions for modifications or improvements to the Services provided by Customer.
2. Limited Rights
   Customer’s rights to use the Services and the results of the Professional Services will be limited to those expressly granted in this Agreement. Performance Protocol reserves all rights and licenses in and to the Services and Professional Services not expressly granted to Customer under this Agreement. Title to the Services is not conveyed hereunder.

1. Ordering.
   Customer and Performance Protocol may enter into one or more Solution Proposals from time to time during the term of this Agreement for Customer’s purchase of Services. No Solution Proposal will be deemed accepted by either party unless and until such party has executed such Solution Proposal. Each Solution Proposal will be subject to the terms and conditions of this Agreement and it is understood electronic signatures verified by email address constitute execution.
2. Fees.
   In consideration for the rights granted and the Services provided hereunder, Customer will pay Performance Protocol the total fees and expenses for all Services specified in the Fees Schedule of each Solution Proposal. Invoices will be sent in advance and are due on the days specified in the solution proposal. Project initiation invoices are due immediately upon Solution Proposal execution. Work will not begin until payment is received for the project initiation invoice. Unless agreed to in a Solution Proposal, Performance Protocol may change its fees from time to time in its sole discretion upon at least 30 days notice. If Customer requires for its internal processes an invoice and/or a purchase order before payment of an invoice, then Customer will request such invoice from Performance Protocol and/or provide a purchase order in advance of Performance Protocol providing such Services sufficient to enable payment. No different or additional terms and conditions submitted by Customer in any form shall apply, including but not limited to terms contained in any purchase order, work authorization, vendor onboarding form, supplier code of conduct, security questionnaire, or other Customer document or policy, whether preprinted, click-through, or otherwise; all such terms are hereby rejected and shall be void and of no effect. Performance Protocol’s failure to object to provisions contained in any communication or document from Customer will not constitute acceptance of those provisions, and Performance Protocol’s acceptance of any purchase order or other document shall be solely for administrative convenience and shall not be deemed agreement to any terms therein. All fees are quoted and payable in U.S. dollars only. Except as expressly stated in Section 7.1 of this Agreement, all payment obligations are non-cancelable and all amounts paid are non-refundable under any circumstances, including termination for any reason. Disputes with respect to invoiced amounts will be deemed waived by Customer unless notified to Performance Protocol within 30 days after Customer’s receipt of the applicable invoice.
   
   If Customer elects to pay by credit card, debit card, or other electronic payment method, Customer shall pay an additional transaction processing fee as set forth in the applicable Solution Proposal. Performance Protocol reserves the right to modify the transaction processing fee upon thirty (30) days written notice to Customer.
3. Expenses.
   Customer will reimburse Performance Protocol for any reasonable out-of-pocket expenses incurred by Performance Protocol, and pre-approved by Customer, in connection with the provision of any Services.
4. Taxes.
   All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, excise, import, export, property, and other taxes and duties (“Taxes”). Customer is responsible for and will pay for all Taxes assessed in connection with this Agreement by any authority which are rightfully imposed on Customer as determined by the appropriate governing entity. This provision does not apply to any Taxes for which Customer is exempt and for which Customer has furnished Performance Protocol with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Past Due Invoices.
   After a ten (10) day grace period, all past due amounts will incur interest at a rate equal to the lower of 10% per month or the highest rate permitted by law. In the event that Customer is delinquent in the payment of any undisputed amounts due Performance Protocol, Performance Protocol may suspend its provision of any Services, or Customer’s access to any Services, upon 15 days advance written notice to Customer. A suspension under this Section will not constitute a termination of the Agreement nor will it relieve Customer of any of its obligations or liabilities under the Agreement including, without limitation, payment obligations.
6. Data Collection and Use.
   (a) Performance Protocol may collect data and information from Customer’s use of the Services (“Usage Data”). Usage Data includes compiled statistical and other information relating to the performance, operation, and use of the Services, and does not include any personally identifiable data.
   
   (b) Performance Protocol may create aggregated and de-identified data that does not reasonably identify Customer or any Authorized User (“Aggregate Data”). Aggregate Data may be derived from any data provided by or collected from Customer or its Authorized Users in connection with the Services.
   
   (c) Performance Protocol may use Usage Data and Aggregate Data to: (i) provide and maintain the Services; (ii) improve or develop new products and services; (iii) measure performance of the Services; (iv) train models or refine algorithms; and (v) for any other lawful business purpose, including industry analysis, benchmarking, analytics, and marketing. For the avoidance of doubt, Performance Protocol may publish or share industry benchmarks, reports, or insights derived from Aggregate Data without restriction.

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1. Ordering.
   Each party acknowledges on its own behalf and on behalf of its officers, directors, employees, agents and consultants, and those of its Affiliates (“Personnel”), that, during the term of this Agreement, it (“Receiving Party”) may receive from or on behalf of the other party (“Disclosing Party”) confidential and proprietary business, financial and technical information relating to Disclosing Party (“Confidential Information”).
2. Fees.
   The Receiving Party will: (a) hold the Disclosing Party’s Confidential Information in confidence and use the same degree of care to protect the Disclosing Party’s
   
   Confidential Information as it uses for its own Confidential Information of like importance but in no event using less than a reasonable standard of care, (b) not divulge any such Confidential Information or any information derived therefrom to any third person except as authorized here under, (c) not make any use of such Confidential Information except to carry out its rights and obligations under this Agreement, and (d) not copy such Confidential Information (except as necessary to carry out its rights and obligations under this Agreement). Receiving Party will only permit access to Confidential Information to those of its Personnel: (i) who require access thereto for a purpose authorized by the Agreement, and (ii) who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. Receiving Party will use and disclose Confidential Information only to the extent required to provide, perform or receive, as applicable, the Services hereunder. During the term of this Agreement and for three years after its termination, neither party will disclose to any third party the specific terms of this Agreement without first obtaining the written consent of the other party.
3. Authorized Disclosures.
   Each party may disclose the terms and conditions of this Agreement: (a) on a confidential basis to legal or financial advisors, (b) pursuant to a registration report or exhibits thereto required to be filed with the Securities and Exchange Commission, listing agency or any state securities commission, or any other associated filings, or (c) on a confidential basis in connection with any financing transaction or due diligence inquiry.
4. Exceptions.
   Confidential Information will not include information that: (a) becomes public without breach of this Agreement by Receiving Party or its Personnel, (b) was previously in the Receiving Party’s possession (in written or other recorded form) with no obligation to maintain confidentiality, (c) was received from a third party not under any obligation of confidentiality with respect to such information, or (d) was developed by Receiving Party independently of, and without use of or reference to, Disclosing Party’s Confidential Information. Receiving Party may disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; to the extent allowed by law, Receiving Party will give reasonable notice to Disclosing Party to allow Disclosing Party the opportunity to contest such order or requirement or seek confidentiality treatment.

1. Subscription Services Warranty..
   Performance Protocol warrants to Customer that Performance Protocol will perform the Subscription Services in a professional and workmanlike manner. Customer’s sole and exclusive remedy, and Performance Protocol’s entire liability and sole obligation, for any breach of this warranty shall be, at Performance Protocol’s option: (a) Performance Protocol’s reasonable commercial efforts to re-perform the deficient Services in a professional and workmanlike manner; or (b) if Performance Protocol determines that re-performance is not commercially practicable, termination of the deficient Services and a refund of the fees paid by Customer for such deficient Services, prorated to cover the remaining portion of the Subscription Term. Customer must report any breach of this warranty to Performance Protocol in writing within thirty (30) days of Customer’s detection of such breach in order to receive the foregoing remedy. THIS SECTION 7.1 STATES PERFORMANCE PROTOCOL’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY OR ANY FAILURE OF THE SERVICES TO PERFORM AS WARRANTED.
2. Warranty Disclaimer.
   EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, ALL EXPRESS OR IMPLIED CONDITIONS, TERMS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, SATISFACTORY QUALITY, ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY OTHER MATTER PERTAINING TO THE SERVICES, THE PROFESSIONAL SERVICES, THE RESULTS DERIVED FROM THE USE OF THE SERVICES AND PROFESSIONAL SERVICES, AND THIS AGREEMENT, ARE HEREBY EXCLUDED AND DISCLAIMED TO THE EXTENT ALLOWED BY APPLICABLE LAW. PERFORMANCE PROTOCOL DOES NOT WARRANT THAT ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR THAT ITS SERVICE IS NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION.
3. Service Disclaimers.
   (a) Recruiter Workflow Management. The recruiter workflow management features of the Services are organizational and workflow management tools only. Performance Protocol does not screen, evaluate, or rank candidates, and does not make or recommend any hiring or employment decisions. Customer acknowledges that it is solely responsible for all hiring, employment, and personnel decisions, and that Performance Protocol shall have no liability arising from or related to any such decisions. Performance Protocol makes no representation or guarantee regarding hiring outcomes, candidate quality, or recruitment success.
   
   (b) Employee Development Coaching Services. The Employee Development Coaching Services available through the Services are professional development and performance coaching services only. COACHING IS NOT THERAPY, COUNSELING, PSYCHOLOGICAL TREATMENT, OR MENTAL HEALTH SERVICES OF ANY KIND. Performance Protocol coaches are not licensed therapists, psychologists, psychiatrists, counselors, or mental health professionals. Customer acknowledges that it is solely responsible for ensuring that its employees and personnel have access to appropriate mental health and crisis intervention resources. Performance Protocol makes no representation or guarantee regarding employee retention, job satisfaction, well-being, mental health, or any other outcome resulting from coaching services. Customer assumes all risk associated with its employees’ and personnel’s participation in coaching services.
   
   (c) Staffing Forecasts and Predictive Analytics. The Services may include staffing forecasts, predictive analytics, workforce planning tools, and similar forecasting features. All such forecasts and analytics are estimates only and are not guarantees of future performance, staffing needs, or outcomes. PERFORMANCE PROTOCOL MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY FORECASTS OR PREDICTIVE ANALYTICS PROVIDED THROUGH THE SERVICES. Customer acknowledges that actual results may vary significantly from any forecasts provided. Performance Protocol shall have no liability for any decisions made or actions taken in reliance on forecasting information provided through the Services.
   
   (d) Self-Reported Data and Metrics. Customer acknowledges that certain data, information, and metrics provided through the Services are derived from self-reporting by users, including but not limited to employee surveys, feedback forms, performance assessments, and other user-generated input. PERFORMANCE PROTOCOL DOES NOT INDEPENDENTLY VERIFY THE ACCURACY OR COMPLETENESS OF SELF-REPORTED DATA. Performance Protocol reports on information that Customer’s personnel and users provide, not on information that Performance Protocol can independently and precisely measure in all cases. Customer acknowledges that self-reported data may be subjective, incomplete, inaccurate, or biased. Performance Protocol makes no warranties regarding the accuracy or reliability of self-reported data and shall have no liability for any decisions made or actions taken based on self-reported information provided through the Services.
   
   (e) Training Services. The Services may include training programs, educational content, and professional development services, including but not limited to Recruitment Academy, Leadership Bootcamp, and similar training offerings (collectively, “Training Services”). Training Services are provided for educational and professional development purposes only. PERFORMANCE PROTOCOL MAKES NO GUARANTEES, WARRANTIES, OR REPRESENTATIONS REGARDING THE EFFECTIVENESS, RESULTS, OR OUTCOMES OF ANY TRAINING SERVICES. Individual results may vary based on individual effort, organizational culture, and other variables outside of Performance Protocol’s control. Performance Protocol shall have no liability if Customer does not achieve desired results from Training Services. Customer is solely responsible for determining the suitability of Training Services for its organization and personnel.

1. Liability Limitation.
   NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, REVENUES, GOODWILL OR BUSINESS INTERRUPTION, SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
2. Limitation of Liability.
   A PARTY’S AGGREGATE CUMULATIVE LIABILITY FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER WILL NOT EXCEED THE FEES PAID OR PAYABLE TO PERFORMANCE PROTOCOL GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND THIS LIMIT. THE LIABILITY LIMITATIONS UNDER THIS SECTION 8.2 WILL NOT APPLY TO (A) CUSTOMER’S OBLIGATIONS TO PAY FEES DUE UNDER THIS AGREEMENT, (B) CUSTOMER’S BREACH OF SECTION 3.3 (PROHIBITED USES), (C) AMOUNTS FINALLY DETERMINED PURSUANT TO CUSTOMER’S INDEMNITY OBLIGATIONS UNDER SECTION 8.3, OR (D) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
3. Customer Indemnification.
   Customer will defend, indemnify, and hold harmless Performance Protocol and its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, “Performance Protocol Indemnitees”) from and against any and all third-party claims, demands, suits, proceedings, investigations, losses, damages, fines, penalties, liabilities, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees and costs) (collectively, “Claims”) arising out of, resulting from, or related to: (a) any Customer Content; (b) Customer’s or any Authorized User’s use of the Services, including without limitation any actions taken through or in connection with the Services; (c) Customer’s breach of this Agreement, including without limitation any breach of Section 3.3 (Prohibited Uses); (d) Customer’s violation of any applicable law, regulation, ordinance, or third-party right, including without limitation employment laws, wage and hour laws, privacy laws, data protection laws, anti-discrimination laws, intellectual property rights, publicity rights, or contractual rights; (e) any acts or omissions of Customer or any Authorized User; (f) any claims by Customer’s employees, contractors, applicants, candidates, or other personnel arising from or related to Customer’s use of the Services, including without limitation the Employee Development Coaching Services and Training Services; (g) any employment-related decisions made by Customer using information obtained through the Services; or (h) any allegation that Customer’s use of the Services violates the rights of any third party or applicable law. Customer will pay all damages, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs) finally awarded against or agreed to be paid by any Performance Protocol Indemnitee in connection with any such Claim.
4. Performance Protocol Indemnification.
   Performance Protocol will defend Customer from and against any third-party claim that Customer’s authorized use of the Services (excluding Customer Content and excluding any Beta Services, Employee Development Coaching Services, Training Services, or Professional Services) directly infringes a valid and enforceable United States patent, copyright, or trademark. Performance Protocol will indemnify and pay all damages (including reasonable attorneys’ fees and costs) finally awarded against Customer by a court of competent jurisdiction in any such claim. Performance Protocol’s obligations under this Section 8.4 do not apply to any claim arising from or related to: (a) any modification, alteration, or enhancement to the Services made by anyone other than Performance Protocol; (b) any combination, operation, or use of the Services with any software, hardware, data, or other materials not provided by Performance Protocol, to the extent the Services would not be infringing but for such combination, operation, or use; (c) any Customer Content or other data, content, or materials provided by Customer or any Authorized User; (d) Customer’s use of the Services not in compliance with this Agreement or Performance Protocol’s documentation; (e) Customer’s use of a superseded or non-current version of the Services if the alleged infringement would have been avoided by the use of an updated version made available by Performance Protocol; (f) any Beta Services; (g) any Employee Development Coaching Services, Training Services, or Professional Services; (h) any open source software or third-party components; (i) Customer’s continued use of the Services after receiving written notice of alleged infringement; or (j) any claim where Customer fails to provide Performance Protocol with prompt written notice as required under Section 8.5.
   
   If any such claim is made or threatened, Performance Protocol may, at its sole option and expense: (i) procure for Customer the right to continue using the affected Services; (ii) modify the Services to make them non-infringing while maintaining substantially equivalent functionality; (iii) replace the affected Services with non-infringing alternatives having substantially equivalent functionality; or (iv) if Performance Protocol determines that none of the foregoing remedies are commercially practicable, terminate Customer’s access to the affected Services and refund to Customer any prepaid fees for the affected Services for the remainder of the applicable Subscription Term, calculated on a pro rata basis. The foregoing remedies constitute Customer’s sole and exclusive remedies and Performance Protocol’s entire liability for any actual or alleged intellectual property infringement by the Services.
5. Indemnification Procedure.
   The indemnification obligations set forth in Sections 8.3 and 8.4 are conditioned upon the indemnified party: (a) providing the indemnifying party with prompt written notice of any claim (provided that failure to provide prompt notice will only relieve the indemnifying party’s obligations hereunder to the extent such failure materially prejudices the indemnifying party’s ability to defend such claim); (b) granting the indemnifying party sole control over the defense and settlement of such claim; and (c) providing the indemnifying party with all information and reasonable assistance requested by the indemnifying party in connection with the defense or settlement of such claim, at the indemnifying party’s expense. The indemnifying party may not settle any claim that imposes any liability, obligation, or restriction on the indemnified party without the indemnified party’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The indemnified party may participate in the defense of any claim through counsel of its own choosing at its own expense, provided that the indemnifying party shall retain control of such defense and the indemnified party’s counsel shall cooperate with the indemnifying party and its counsel.
6. Sole Remedy.
   Section 8.3 states Customer’s entire liability and Performance Protocol’s exclusive remedy for any claims described therein. Section 8.4 states Performance Protocol’s entire liability and Customer’s exclusive remedy for any intellectual property infringement claims relating to the Services. The indemnification obligations set forth in this Section 8 are in lieu of, and the parties hereby disclaim, all other warranties, representations, conditions, or other obligations, whether express, implied, statutory, or otherwise, with respect to the subject matter of such indemnification obligations.

1. Term of Agreement.
   This Agreement will begin on the Effective Date and will remain in force until the later of (a) the end date stated in the applicable Solution Proposal, if any, or (b) the expiration or termination of all active Subscription Terms, unless terminated earlier in accordance with the terms of this Agreement.
2. Subscription Terms.
   Each Subscription Term will begin upon the Subscription Term start date set forth in the applicable Solution Proposal (or on the effective date of the Solution Proposal if no Subscription Term start date is specified) and will remain in force until the end of the applicable Subscription Term set forth in the applicable Solution Proposal, unless terminated earlier in accordance with the terms of this Agreement. Unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term, each Subscription Term will automatically renew for successive periods equal to the initial Subscription Term (or one year, whichever is shorter) at Performance Protocol’s then-current rates.
3. Termination for Breach.
   Each party will have the right to terminate this Agreement, Subscription Term and/or any Solution Proposal if the other party breaches any term of this Agreement, including but not limited to nonpayment, and fails to cure such breach within 30 days after written notice thereof.
4. Effect of Termination
   Upon termination of this Agreement or a Subscription Term: (a) Performance Protocol will make CustomerEContent available to Customer for retrieval for a period of thirty (30) days following the effective date of termination; after such thirty (30) day period, Performance Protocol may delete all Customer Content without further notice or obligation to Customer, and Customer hereby waives any claims arising from such deletion; (b) Performance Protocol will remove the applicable Customer personnel from the Performance Protocol Platform and terminate Customer’s access to the applicable Services; (c) Customer will no longer have access to the applicable Services; and (d) each party will, upon written request from the other party, return or destroy the other party’s Confidential Information in its possession or control, except that Performance Protocol may retain copies of Customer Content as required by law or for legitimate archival purposes.
5. Nonexclusive Remedy
   Except as otherwise set forth in this Agreement, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. Termination of this Agreement will not relieve Customer of its obligation to pay all fees and expenses that accrued before such termination.
6. Survival
   The rights and obligations of the Agreement or any Solution Proposal which by their nature or implication survive, will survive the termination of this Agreement.
7. Remedies.
   The breach of Section 6 may cause irreparable harm to one or both parties, the extent of which would be difficult to ascertain. Accordingly, in addition to any other remedies to which such other party may be legally entitled, each party will have the right to seek injunctive relief in the event of a breach of such sections by the other party without the requirement of posting a bond.

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1. Waiver and Amendment.
   No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by each party’s duly authorized representative. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
2. Governing Law.
   This Agreement will be governed by the laws of the State of Arizona and the United States, without reference to conflict of laws principles. This Agreement expressly excludes the United Nations Convention on Contracts for the International Sale of Goods. Both parties hereby consent and submit to the jurisdiction of the state and federal courts in Maricopa County, AZ in all questions and controversies arising out of this Agreement. In the event a party brings any action or claim to enforce any provision or for a breach of this Agreement, such party, if it prevails, will be entitled to recover, in addition to any other amounts awarded, reasonable fees of attorneys and experts and other related costs and expenses.
3. Severability.
   In the event that any provision of this Agreement will be determined to be invalid or unenforceable by a body of competent jurisdiction, that provision will be limited or severed only as necessary to eliminate such invalidity or unenforceability. The parties will in good faith negotiate a valid, enforceable substitute provision that most nearly effects their original intent in entering into this Agreement including, without limitation, the economic intent. The other provisions of this Agreement will remain in full force and effect.
4. Notices.
   All notices, demands or consents required or permitted under this Agreement will be in writing. Notice will be considered effective on the earlier of actual receipt or: (a) the business day following transmission if sent by facsimile followed by written confirmation, (b) one business day (two business days for international addresses) after posting when sent via an express commercial courier, or (c) five days after posting when sent via certified mail, with tracking capability and signature required. Notice will be sent to the address for each party set forth in the applicable Solution Proposal, or at such other address as will be given by either party to the other in writing.
5. Independent Organizations.
   This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other party or incur obligations on the other party's behalf without the other party's prior written consent.
6. Publicity and Use of Name.
   Customer hereby grants Performance Protocol the right to identify Customer as a customer of Performance Protocol, and to use Customer’s name, trademarks, logos, and screen shots of Customer’s use of the Services for promotional purposes in marketing materials, case studies, customer lists, and on Performance Protocol’s website(s), without prior consent from Customer. Performance Protocol may issue press releases announcing the relationship formed by this Agreement, subject to Customer’s prior written approval, not to be unreasonably withheld or delayed.
7. Force Majeure
   Neither party will be liable to the other party for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to fire, earthquake, flood, hurricane, war, terrorism, riot, civil unrest, act of God, pandemic, epidemic, labor dispute, supply chain disruption, cyberattack, power failure, internet or telecommunications failure, or governmental action, order, or restriction.
8. No Third-Party Beneficiaries.
   This Agreement is for the sole benefit of the parties and their authorized successors and permitted assigns. Nothing is intended to confer upon any person or entity, other than the parties and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
9. Headings.
   The headings used in this Agreement are for reference only and do not change the meaning of any provision of this Agreement, and will not be used in interpretation of any provision of this Agreement. This Agreement will be construed without regard to any presumption or rule requiring construction against the drafting party.
10. Entire Agreement.
    This Agreement, including all Solution Proposals and any addenda to this Agreement executed by the parties, contains the complete understanding and agreement of the parties and supersedes all prior agreements or understandings, oral or written, relating to the subject matter herein. English is the controlling language of this Agreement.
    
11. Assignment.
    Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Performance Protocol may assign this Agreement without consent: (a) to an Affiliate; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section will be void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

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