Insyght People Standard Terms & Conditions

These Insyght People Standard Terms and Conditions (the “Standard Terms and Conditions”) apply to and are included as part of each Master Subscription Agreement between Insyght People, Inc. (“Insyght People”, We”, “Us” or “Our” ) and an entity that has entered into such Master Agreement with Insyght People (“Client”, “You” or “Your”). As used in these Standard Terms and Conditions, the term “Master Agreement” (also, the “Agreement”) includes the Master Subscription Agreement, these Standard Terms and Conditions and any Amendments hereto.

1. Applicability of these Terms and Conditions 
   
   Along with the terms of the Master Agreement, these Standard Terms and Condition govern: (a) Your access to and use of our proprietary SaaS-delivered software component(s) which You purchased under the Master Agreement (the “Saas Services”) and; (b) Our provision of related Professional Services which you purchased under the Master Agreement (“Professional Services”).
2. Access To and Use of the SaaS Services
   1. Rights of Use. During the Term, We will provide You with the SaaS Services. As the name implies, We provide the SaaS Services pursuant to a “software-as-a-service” (i.e., “SaaS”) delivery model under which You remotely access the applicable software components (the “Software”) via the Internet on a subscription service basis. Accordingly, during the Term and subject to the restrictions set forth in the Master Agreement and in these Standard Terms and Conditions, We grant You a non-exclusive, non-transferable, limited, time-bounded, license to access and use the SaaS Services on a remote-access basis via the Internet. The SaaS Services may only be used in support of Your business operations and are subject to the additional restrictions set forth herein. Due to the nature of the SaaS delivery model, the Software to which You are provided remote access hereunder shall be the version of such Software which is then generally hosted by Phenom People for its clients.
   2. Use by Authorized Employees and Consultants. You may only grant access to the SaaS Services to Your employees and third party consultants who You authorize to use the SaaS Services in support of your business operations and who are bound by the confidentiality and limited use provisions of this Master Agreement. You shall be responsible and liable to ensure that each such employee and consultant complies with the terms of this Master Agreement
   3. Web-Enabled Use. The license granted herein also includes the right to allow Your applicants, prospective applicants and other third party site visitors to access the screen displays of the SaaS Services on a web-enabled basis for the sole purposes of viewing, inputting, and/or querying data within the scope of their intended use as described in the applicable documentation for the SaaS Services. .All such use and access is subject to the terms, conditions and limitations of this Master Agreement.
   4. Reservation of Rights. Any rights that We do not expressly grant to You in this Agreement are expressly reserved by Us.
   5. Restrictions. Unless otherwise expressly permitted in this Master Agreement, without our prior written consent, You will not: (i) permit any third-party to access, use or copy all or any portion of the SaaS Services; (ii) modify, reverse engineer, decompile, disassemble, distribute, create derivative works based on, copy (including for the purpose of building a competitive product) or otherwise exploit all or any portion of the SaaS Services; (iii) sell, sublicense, rent, lease, or otherwise transfer rights to all or any portion of the SaaS Services; or (vi) use the Services to operate in or as a time-sharing, outsourcing or service bureau environment or in any manner which supports the business or operations of a third party.
   6. Rights Reserved; Intellectual Property Rights. The SaaS Services (including the underlying Software) are licensed, not sold. Except for the license expressly granted herein, Insyght People retains all right, title and interest in and to the SaaS Services and Software, in the associated documentation and materials, and in all related intellectual property and derivative works. Except for information created or otherwise owned by you or licensed by you from third-parties, all right, title, and interest in the intellectual property embodied in the SaaS Services, including the know-how and methods by which the Services are provided and the processes that make up the SaaS Services, as well as all Software and related technology and documentation and all content, will belong solely and exclusively to Us. Similarly, any intellectual property developed by us during the performance of any Professional Services will belong solely and exclusively to Us.
3. General Updates and Upgrades 
   
   Insyght People will from time-to-time implement General Updates into the Insyght People Service at no additional cost when and to the extent Insyght People makes any such “General Updates” generally available to all of its other customers. Insyght People shall make all “Upgrades” available on a fee basis. “General Update” means a commercial release of the Insyght People software that corrects any defects, errors, or bugs or incorporates minor enhancements to the functionality. “Upgrade” means a commercial release of the Phenom People App or underlying Phenom People technology that incorporates significant additional or improved features, functionality or capability.
4. Term and Termination
   1. Initial Term and Renewals. The “Initial Term” of this Master Agreement extends for the period of time set forth in the Master Subscription Agreement. This Master Agreement will continue in effect from year to year after the expiration of the Initial Term and after the expiration of each annual renewal period (as applicable; in each case, the “ Renewal Term”) unless either party provides at least 60 days prior written notice of its desire not to renew prior to the expiration of the then-current term, in which event this Master Agreement will terminate at the end of the then current term. In the event that Phenom People changes the pricing set forth in this Master Agreement for periods beyond the Initial Term, it will give Client at least 90 days written notice of the new pricing prior to the end of the then current term. Unless Client provides notice of nonrenewal as set forth above, the new pricing will take effect at the beginning of the next Renewal Term. The Initial Term, along with any Renewal Term constitutes the “Term” of this Master Agreement. If this Master Agreement is terminated prior to the natural expiration of its Term due to an uncured breach or as otherwise authorized hereunder, then the Term shall be deemed reduced accordingly.
   2. Termination; Suspension. Either party may terminate this Master Agreement upon written notice if the other party breaches any material provision of this Agreement and fails, within thirty (30) days after receipt of written notice of such breach, to correct the breach. Failure to make payment when due shall constitute a material breach of this Master Agreement. Notwithstanding the above, We may suspend Your rights of use, or any user’s rights of use, in the SaaS Services and otherwise suspend the provision of Professional Services: (i) if You are delinquent in Your payment obligations for more than five (5) days beyond their due date; (ii) in the event of a violation of our Acceptable Use Policy which is posted on our corporate website or on the site on which the SaaS Services are accessed and used; (iii) if there is a material misuse of the SaaS Services in violation of the terms and conditions hereof; or (iv) if the SaaS Services are used in a manner that We reasonably believe will cause Us liability, will unduly degrade performance or poses an imminent security risk.
   3. Effect of Termination. Upon termination, all rights and obligations under this Master Agreement will automatically terminate except for rights of action accruing prior to termination and any obligations that expressly survive termination. In addition, You will return any of our proprietary materials, information and documents, along with any of our Confidential Information, in your possession or control and immediately cease all access to, and use of, the SaaS Services. Upon request within thirty (30) days after termination, We will make available to You for download a file of Your data in an industry standard format which We designate for this purpose. After such 30-day period, We may delete Your data. The terms of Sections 2(f), 4(c), 5, 6(b), 6(c), 7 and 8 hereof shall expressly survive any expiration or termination of this Master Agreement.
5. Payments and Payment Terms.
   1. Fees. All SaaS Services fees shall be invoiced in advance of each annual subscription period (except for the SaaS Services fees due for the initial subscription period, which shall be invoiced on, or as soon as practical after, the Effective Date) and shall be due within thirty (30) days of issuance of the invoice. Unless otherwise specified in the Master Subscription Agreement, all fees for Professional Services shall be invoiced in advance of the provisions of such Professional Services and shall be due within thirty (30) days of issuance of the invoice. All fees due throughout the Term are committed amounts which are non-refundable. SaaS Services and Professional Services may not be cancelled by Client except as expressly authorized in the Master Subscription Agreement or in these Standard Terms and Conditions.
   2. Late Charge. We reserve the right to charge You a late fee for any payments We receive later than thirty (30) days from the date of invoice. Late fees will be calculated based on a per annum rate equal to the lesser of: (i) the prime lending rate established from time to time by Citizens Bank, plus three percent (3%); and (ii) the highest rate permitted by applicable law, and will be payable to Us on demand.
   3. Taxes. You are responsible for paying all taxes (except for taxes based on Our net income or capital stock) relating to this Agreement, the SaaS Services, the Software, and any other services provided or payments made under this Master Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Master Agreement.
6. WARRANTY, DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
   1. We warrant, for the Term of the Master Agreement, and conditioned on Your use of the SaaS Services in compliance with this Master Agreement, that the SaaS Services will perform in all material respects in accordance with the applicable user documentation that We provide to you along with the SaaS Services. We further warrant that all Professional Services performed by Insyght People will be performed in a professional manner and in accordance with any applicable requirements specified in the Master Subscription Agreement. In the event that We breach a warranty above, and You promptly notify us of the breach (in any event, within 30 days of its occurrence), then We will exert reasonable efforts to correct, or implement a commercially practicable workaround for, the deficiency. If, after Your notification, We are unable to correct or implement a commercially practicable workaround for the deficiency within a commercially reasonable period of time (which may vary depending on the nature and severity of the defect), then your sole and exclusive remedy will be: (i) with respect to an unremedied breach of the warranty for the SaaS Services, to seek recovery of direct damages caused by the breach, subject to the limitations of liability below; and (ii) with respect to an unremedied breach of the warranty for Professional Services, to receive a refund of the fees paid for the unremedied Professional Services, subject to the limitations of liability below.
   2. WE MAKE NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND WE EXPLICITLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. WE EXPRESSLY DO NOT WARRANT THAT THE SAAS SERVICES OR UNDERLYING SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.
   3. IN NO EVENT SHALL “Insyght PEOPLE BE LIABLE TO YOU, YOUR AFFILIATES, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.IN NO EVENT WILL THE LIABILITY OF INSYGHT PEOPLEFOR DAMAGES OR ALLEGED DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EXCEED THE AMOUNT OF SAAS SUBSCRIPTION FEES PAID BY YOU TO PHENOM PEOPLE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL CLAIM ARISING HEREUNDER.THE REMEDIES PROVIDED IN THIS MASTER AGREEMENT ARE EXCLUSIVE, SHALL APPLY TO ALL CAUSES OF ACTION (INCLUDING NEGLIGENCE) AND SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
7. Indemnities.
   1. Intellectual Property Indemnity by Insyght People. We will defend, indemnify and hold You harmless from and against any damages, losses, and costs that You incur as a direct result of a claim brought by a third party which alleges that the SaaS Services provided by Insyght People hereunder (in the form which We provide them to You) infringe a third party’s United States intellectual property rights. As a condition of Our indemnity obligation, You must promptly notify Us of any such claim; and You must in writing grant Us sole control of the defense and settlement of any such claim. You also agree to cooperate with Us to facilitate Our ability to settle or defend the claim. We in turn, reserve the right, as We elect, to obtain for You the right to continue using the SaaS Services; or to replace or modify the SaaS Services so that they are not infringing, as long as that replacement or modification does not materially alter the SaaS Services. We also reserve the right to terminate the SaaS Services if We do not feel that any of the foregoing results are commercially practicable. If We terminate the SaaS Services under these conditions, and you have prepaid for any SaaS Services, We will refund that prepayment to You. We shall have no indemnity obligations to You to the extent that the infringement claim is caused by your misuse of the SaaS Services in violation of this Master Agreement or applicable law, or Your use of the SaaS Services in combination with unauthorized third party products or services. THESE ARE OUR EXCLUSIVE OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
   2. Indemnities From You In Favor of Insyght People. You will defend, indemnify, hold Us and our agents, employees, officers and directors (collectively and individually “We” or “Us” for purposes of this Section) harmless from and against any loss, cost and expenses arising from or in connection with: (i)any use of the SaaS Services in a manner contrary to or in violation of this Master Agreement or contrary to applicable law, (ii) gross negligence or willful misconduct, or (iii) any claim that Your data or other materials infringe any rights of any third party. Your obligations under this indemnification are expressly conditioned on the following: We must promptly notify You of any such claim, must in writing grant You sole control of the defense of any such claim and of all negotiations for its settlement or compromise (if We choose to represent Our own interests in any such action, We can do so at Our own expense, but such representation must not prejudice Your right to control the defense of the claim and negotiate its settlement or compromise), and We must cooperate with You to facilitate the settlement or defense of the claim.
8. Miscellaneous.
   1. Confidentiality. “Confidential Information” is non-public information of a party which is provided to the other party hereunder and which is: (i) in good faith designated in writing as confidential; or (ii) of a type which should be recognized in good faith by a commercially reasonable party as confidential. Confidential Information of Insyght People includes Software and its related documentation and materials, along with the terms and conditions of this Master Agreement. The party receiving Confidential Information may use it only for the purposes for which it was provided and may not disclose it to any third party unless such third party has a need to know in order to perform certain services or obligations in connection with the performance of obligations hereunder and such third party is bound in writing by confidentiality restrictions substantially similar to those required hereunder. The obligations of the parties to maintain the Confidential Information of the other as confidential shall remain in place for so long as a party maintains the applicable information as confidential. The limitations on disclosure or use of Confidential information shall not apply to information which (i) is rightfully obtained by the recipient without breach of any obligation to maintain its confidentiality; (ii) is or becomes known to the public through no act or omission of the recipient; (iii) the recipient develops independently without using Confidential Information of the other party; or (iv) is disclosed in response to a valid court or governmental order, if the recipient has given the other party prior written notice and provides reasonable assistance. 
      
      You shall maintain, and shall ensure that your authorized users maintain, the confidentiality of all account information that We provide to You to enable access and use of the SaaS Services. You shall be responsible for any unauthorized disclosure or use of such account information.
   2. Security and Privacy. In the course of the provision of SaaS Services, You may from time to time provide Us with certain personal identifiable information of Your employees, prospective employees and/or contractors that is regulated by state and/or federal laws and regulations (“Client PII”). In accordance with the requirements imposed by applicable laws and regulations, We shall, for so long as We retain such Client PII,: (i) limit access to Client PII to Our employees, agents and subcontractors who need access to Client PII to fulfill Our obligations hereunder and who are bound to maintain it substantially in accordance with our obligations under this provision; and (iii) implement appropriate administrative, technical and physical safeguards designed to help protect against unauthorized access to or disclosure of such Client PII.
      
      For additional information about how We treat your personal information and thereby protect your privacy, please read our privacy policy at http://www.insyght.ai/privacy-policy. You agree that you have reviewed our privacy policy and agree to our practices as described therein. You further recognize and agree that We shall have no obligation or liability in connection with any of Your data which We anonymize or otherwise de-personalize (such as by aggregating the data in a manner that does not disclose personal information specific to an individual). 
      
      As a condition to our obligations above, you agree to implement practices and policies designed to limit the provision of any personal or other regulated information or data (“regulated data”) to those instances where such a disclosure is necessary in order to utilize the SaaS Services for their intended purposes.
   3. Independent Contractor Relationship; No Third-Party Beneficiaries. The parties are independent contractors. No provision of this Master Agreement creates an association, trust, partnership, agency or joint venture between the parties. Neither party will have any rights, power or authority to act or create an obligation on behalf of the other party except as specified in this Master Agreement. This Master Agreement does not and is not intended to confer any rights or remedies, express or implied, upon any person other than the parties hereto.
   4. Assignment. You may not assign or transfer any part of this Master Agreement without the prior written consent of Insyght People. We may assign this Master Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or a controlling interest in our stock, but will endeavor to provide notice of such assignment as soon as practicable after it occurs.
   5. Force Majeure. Neither party will be liable to the other for any failure to perform any of its obligations under this Master Agreement during any period in which performance is delayed by circumstances not within such party’s reasonable control, such as a natural disaster, act of war or terrorism, government action, labor disruption, internet outages or interruptions or power outages or interruptions, (a “Force Majeure”).
   6. Compliance with Laws. Each of us shall abide by all applicable laws and regulations regarding our performance of obligations under this Master Agreement, and You shall abide by all such laws and regulations in connection with your use of the SaaS Services.
   7. Entire Agreement; Severability. This Master Agreement is the entire agreement between You and Insyght People with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements between you and Insyght People regarding that subject matter. No amendment to or modification of this Master Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Master Agreement should be found to be void or unenforceable, the provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Master Agreement will remain in full force and will not be terminated.
   8. Governing Law and Jurisdiction. The laws of the Commonwealth of Pennsylvania shall govern the interpretation and enforcement of this Master Agreement and any dispute arising out of or related hereto, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state courts located in Montgomery County, Pennsylvania and federal courts located in Philadelphia, Pennsylvania with respect to any dispute arising out of or relating to this Master Agreement.
   9. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit the party’s right to enforce such provision at a later time. All waivers must be in writing to be effective.
   10. Contract for Services. The parties intend this Master Agreement to be a contract for the provision of the services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Master Agreement. If You are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Master Agreement or the rights and obligations of the parties under this Agreement.
   11. Notices. All notices must be in writing and shall be sent by first class U.S. mail or a nationally known express or overnight courier (such as FedEx, UPS or the U.S. Postal Service). Notices to Us shall be sent to our main address as listed on our website and, for each notice, a copy shall also be sent to Our CFO. Notice to You may be sent to Your address set forth in the Master Agreement. Notices shall be deemed given upon receipt thereof. Without limitation, notices shall be deemed received on the date shown on the return receipt (for any mail delivered on a return-receipt basis) or on the courier’s confirmation of delivery.