Terms of service

COMPENSATION TOOL SAAS SERVICES AGREEMENT

THIS SAAS SERVICES AGREEMENT GOVERNS CUSTOMER’S USE OF THE SERVICES. BY CLICKING ON THE ACCEPTANCE BOX OR ACCESSING OR USING THE SERVICES OR THE SOFTWARE, CUSTOMER ACKNOWLEDGE SAND AGREES THAT ALL SUCH ACCESS AND USE IS SUBJECT TO THIS AGREEMENT. ANY SUCH ACCESS OR USE WILL CONSTITUTE SUCH ACCEPTANCE AND RESULT IN A BINDING AND LEGALLY ENFORCEABLE AGREEMENT BETWEEN CUSTOMER AND COMPENSATION TOOL CORPORATION. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A CORPORATION, PARTNERSHIP, ASSOCIATION OR OTHER ENTITY OR GROUP OR IF YOU HAVE AUTHORIZED ANOTHER ENTITY OR INDIVIDUAL TO ACCEPT THESE TERMS ON YOUR BEHALF, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO LEGALLY BIND SUCH ENTITY TO THIS AGREEMENT OR TO HAVE SUCH ENTITY OR INDIVIDUAL BIND YOU TO THIS AGREEMENT.

THE APPLICABLE PROVISIONS OF THIS AGREEMENT ALSO GOVERN ANY FREE TRIAL OF THE SERVICES.

TERMS AND CONDITIONS

1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, CT grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term (defined below), solely for use by Authorized Users (defined below) in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use, and not for use by any of Customer’s subsidiaries or affiliates. “Authorized User” means Customer’s employees (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

1.2 As part of the registration process, Customer will identify an administrative username and password for Customer’s CT account. CT reserves the right to refuse registration of or cancel passwords it deems inappropriate. Subject to the terms hereof, CT will provide Customer with technical support services in accordance with CT’s standard practice. Customer may initiate a support request at any time by emailing support@comptool.com. CT will use commercially reasonable efforts to promptly respond to all support requests.

2. USE RESTRICTIONS

2.1 Customer shall not, and Customer shall not permit any Authorized User to, use the Services for any purposes beyond the scope of access granted in this Agreement. Customer shall not, directly or indirectly, and shall not permit any Authorized User to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or access the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or any Software ; (iii) rent, lease, sell, or resell the Services or any Software; (iv) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels; (vi) copy any features, functions, content, format, graphics, modules, algorithms, arrangement, method of organization, method of interaction, or other design of the Services for itself, its affiliates, or a third party; (vii) develop or improve a competitive product or service; or (viii) exceed the scope of Customer’s subscription as specified on an Order Form.

2.2 Customer has and will retain sole responsibility for all access to and use of the Services by Authorized Users, including any: (i) information, instructions, or materials provided by an Authorized User to the Services or CT; (ii) conclusions, decisions, or actions of Customer and any Authorized User based on such use; and (iii) all acts and omissions of Authorized Users. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.

2.3 Although CT has no obligation to monitor Customer’s or any Authorized User’s use of the Services, CT may do so and may prohibit or suspend any use of the Services it believes may be (or alleged to be) in violation of this Agreement.

3. CONFIDENTIALITY

From time to time during the Term (defined below), either party (“Disclosing Party”) may disclose or make available to the other party (“Receiving Party”) information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (including, without limitation, business plans, technical information, product plans and designs, and business processes), whether orally or in written, electronic, or other form or media that is marked, designated, or otherwise identified as “confidential” or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (collectively, “Confidential Information”). Customer’s Confidential Information includes Customer Data, except Aggregated Statistics (defined below) that include de-identified and anonymized Customer Data as permitted under this Agreement. CT’s Confidential Information includes the Services, the Software and related documentation. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) independently developed by the Receiving Party without use of or reference to any of the Disclosing Party’s Confidential Information. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party ‘s employees and consultants who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Receiving Party shall first have given written notice to the Disclosing Party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

4. PROPRIETARY RIGHTS

4.1 As used in this Section 4, the following terms shall have the following meanings:

“Aggregated Statistics” means data and information related to Customer’s and any Authorized User’s use of the Services that is used by CT in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

“Customer Data” means employee information Customer or an Authorized User loads or otherwise inputs into the Services (or provides to CT for loading or input into the Services on Customer’s behalf), including information regarding employees, salaries, third party salary surveys, and other employment information provided by Customer. Notwithstanding the foregoing, Customer Data does not include, and neither Customer nor any Authorized User shall load or input into the Services, or otherwise provide to CT any sensitive data that is not necessary for CT to perform its obligations under this Agreement, such as social security numbers or other government identifiers, credit card numbers, bank account numbers, other financial information, or health information.

4.2 CT acknowledges and agrees that Customer owns all right, title and interest, including all intellectual property rights, in and to the Customer Data. Customer represents, warrants and covenants to CT that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by CT and processed in accordance with this Agreement, such Customer Data does not and will not infringe, misappropriate or otherwise violate any intellectual property rights or any other rights of any person or violate any applicable law. Customer hereby grants CT a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data as may be necessary for CT to provide the Services to Customer and for other diagnostic and corrective purposes in connection with the Services.

4.3 Notwithstanding anything to the contrary in this Agreement, CT may collect and compile Aggregated Statistics. Customer agrees that CT may use Aggregated Statistics to the extent and in the manner permitted under applicable law.

4.4 Customer acknowledges and agrees that CT owns all right, title and interest, including all intellectual property rights, in and to (a) all Aggregated Statistics, (b) the Services and Software, all improvements, enhancements or modifications thereto, (c) any software, applications, inventions or other technology developed in connection with the Services, support services, or professional services, and (d) all intellectual property rights related to any of the foregoing.

4.5 No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT OF FEES

5.1 Customer shall pay CT the then applicable fees described in the Order Form in accordance with the terms therein (the “Fees”). CT reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Services Term or then-current renewal term, upon 30 days prior notice to Customer (which may be sent by email). Billing inquiries should be directed to CT’s customer support department.

5.2 CT will bill through an invoice, which will be delivered via email to Customer.Full payment for CT invoices must be received by CT within 30 days after the date the invoice is emailed to Customer.Customer will not be permitted to use the Services until full payment is received by CT. Customer shall at all times maintain a valid and active email address for purposes of receipt of CT’s invoices under this Agreement. Unpaid amounts are subject to a finance charge of 1.5% per month on any amount that is not paid when due, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on CT’s net income.

6. TERM AND TERMINATION

6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Services Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Services Term (collectively, the “Term”), unless either party requests termination at least 30 days prior to the end of the then-current Term.

6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon 30 days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. If CT terminates this Agreement due to Customer’s breach, CT will not refund any amounts paid by Customer and Customer remains liable for payment of all Fees due under this Agreement for the remainder of the Term as if this Agreement had not terminated. If Customer terminates this Agreement due to CT’s breach or pursuant to Section 4 of the DPA, CT will refund Customer any prepaid Fees applicable to the remainder of the terminated Term, prorated from the effective date of termination. Upon expiration or termination of this Agreement for any reason: (a) any amounts owed to CT under an Order Form before such termination or expiration will be immediately due and payable except as provided in this Section 6.2 above; (b) Customer must discontinue all access and use of the Services; and (c) CT will discontinue providing Customer the Services and Customer will lose access to its CT account. CT will delete any Customer Data stored in the Services as set forth in Section 8 of the DPA, and Customer consents to such deletion. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. MAINTENANCE; DISCLAIMER

(a) CT warrants that the Services will conform in all material respects to the service levels set forth in Exhibit A when accessed and used in accordance with this Agreement. CT does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in Exhibit A. The remedies set forth in Exhibit A are Customer’s sole remedies and CT’s sole liability under the limited warranty set forth in this Section 7(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND CT STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY SERVICES.

(b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), THE SERVICES ARE PROVIDED “AS IS” AND CT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

8. THIRD PARTY SURVEYS AND SERVICES

8.1 Third Party Surveys. CT supports hosting of compensation surveys or data that are loaded, stored, displayed, or processed by the Services and accessible by Customer through the Services (“Third Party Surveys”). Data provided in Third Party Surveys is not owned or controlled by CT, and CT does not warrant or support Third Party Surveys. Third Party Surveys are not Customer Data but are considered CT’s Confidential Information.

(a) Customer Licensed Third Party Surveys. Where Customer has directly licensed a Third Party Survey from a third-party publisher (a “Survey Publisher”) and requests that the Third Party Survey be accessible as a part of the Services, Customer hereby grants to CT the right to use, load, host, copy, access, store, display, or otherwise process the Third Party Survey solely to provide Customer the Services. Customer represents and warrants that it has secured all necessary rights to authorize this usage by CT and releases CT from any liability related to CT’s usage of the Third Party Surveys in connection with Customer’s and any Authorized User’s use of the Services. Customer (i) acknowledges that it may be required to enter into a non-disclosure agreement with a given Survey Publisher and CT prior to the loading of any Third Party Survey; (ii) consents to CT contacting the applicable Survey Publisher to verify Customer’s survey purchase; and (iii) agrees to provide other proof of purchase as may be requested by CT. If a Survey Publisher disputes Customer’s right to a given Third Party Survey, CT may elect to remove the Third Party Survey from the Customer’s account with CT. Customer hereby releases CT from any liability, and assumes full responsibility and all liability, that may arise from the use of, or access to, Third Party Surveys if such Third Party Surveys is used, accessed, stored, displayed, or otherwise processed by CT on Customer’s behalf in accordance with this Agreement or as instructed by Customer.

(b) CT Marketplace. Third Party Surveys may be licensed directly through the Services. If Customer chooses to license a Third Party Survey through the Services, its use of that Survey is subject to the terms between Customer and the Third Party Survey Publisher, and Customer shall comply with those terms.

8.2 CT Integrations.

(a) CT may enable or make available Customer’s use of any application programming interface (“API”) or other integration feature between the Services and a Third Party Service provided by CT to Customer (each, a “CT Integration”) on a non-exclusive basis solely to allow Customer to integrate the Services with one or more Third Party Services. “Third Party Services” means applications, services, software, or other products supplied by a third party (excluding CT’s licensors and contractors) that Customer chooses to use with or integrate with the Services. Customer agrees that the development, maintenance, use, and performance of a CT Integration are dependent on: (a) the API, software, application, or other service or support provided by the provider of the Third Party Service; and (b) the compatibility, format, and performance of the relevant Third Party Service.

(b) Customer agrees that by using a CT Integration, CT may pull, collect, access, provide or share data with the Third Party Service to enable, maintain, support, and improve the integration between the Services and the Third Party Service. Customer’s use of a Third Party Service is subject to the terms of the relevant Third Party Service. By enabling or using a CT Integration, Customer acknowledges that it understands and agrees to the terms of this Section.

9. INDEMNIFICATION

(a) CT shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s patents, copyrights, or trade secrets, provided that Customer promptly notifies CT in writing of such Third-Party Claim, cooperates with CT, and allows CT sole authority to control the defense and settlement of such Third-Party Claim.

(b) If a Third Party-Claim is made or appears possible, Customer agrees to permit CT, at CT’s sole discretion, to (i) modify or replace the Services, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use. If CT determines that neither alternative is reasonably available, CT may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(c) This Section 9 will not apply to the extent that the alleged infringement arises from: (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by CT or authorized by CT in writing; (ii) modifications to the Services not made by CT; (iii) Customer Data; (iv) Third Party Surveys; or (v) Third-Party Services.

(d) THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND CT’s SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL CT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHICH INCLUDES THE EXHIBITS ATTACHED HERETO) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CT UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. DATA PROCESSING AND PROTECTION

11.1. Both parties agree to comply with applicable data privacy laws and regulations. In addition, the Personal Data Processing Agreement attached as Exhibit B (“DPA”) applies to the extent Customer elects to load Customer Data into a Services.

11.2 Customer’s use of the Services is subject to CT’s privacy statements and cookie policies, copies of which is located at https://comptool.com/legal/.

12. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with CT’s prior written consent. CT may transfer and assign any of its rights and obligations under this Agreement without Customer’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement, which includes the Exhibits attached hereto, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Except as otherwise provided in Section 1.3 of the DPA, if there is any conflict between the terms of any exhibit to this Agreement and the terms of this Agreement, the terms of this Agreement will prevail. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind CT in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when transmission is confirmed, if transmitted by email; and upon receipt, if sent by recognized overnight delivery service (with all fees prepaid) or certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflicts of law provisions. CT may (a) issue a press release announcing the relationship between the parties, (b) make available for marketing purposes case studies regarding the implementation of the Services by Customer, (c) mention Customer and the parties’ relationship in CT’s marketing collateral, website, and other promotional materials, or (d) use Customer’s name, trademark(s), or logo(s) in any marketing or promotional efforts.

SQUIRREL SERVICES AGREEMENT

Squirrel Services Agreement

Last Modified: October 26, 2024

This Squirrel Services Agreement (this “Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and Compensation Tool Corporation (“CT,” “we,” or “us”). This Agreement governs your access to and use of the Squirrel Services.

THIS AGREEMENT TAKES EFFECT (1) WHEN YOU CLICK THE CHECK BOX ADJACENT TO THE STATEMENT “I HAVE READ AND AGREE TO THE TERMS OF SERVICE AND PRIVACY POLICY” ON THE SQUIRREL SERVICES SIGN-UP PAGE OR (2) BY ACCESSING OR USING THE SQUIRREL SERVICES (the “Effective Date”). BY CLICKING THE CHECK BOX ON THE SQUIRREL SERVICES SIGN-UP PAGE OR BY ACCESSING OR USING THE SQUIRREL SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SQUIRREL SERVICES.

1. Definitions.

(a) “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Squirrel Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Squirrel Services has been purchased hereunder.

(b) “CT IP” means the Squirrel Services and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, CT IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Squirrel Services.

(c) “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Squirrel Services.

2. Access and Use.

(a) Provision of Access. Subject to and conditioned upon your payment of all Fees (defined below) and compliance with all other terms and conditions of this Agreement, CT hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the services that are detailed on CT’s website available at https://comptool.com/squirrel (the “Squirrel Services”) during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein.

(b) Use Restrictions. You shall not, and shall not permit any Authorized User or any other person or entity to, use the Squirrel Services or any component thereof for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized User or any other person or entity to: (i) copy, modify, or create derivative works of the Squirrel Services, or any component of the Squirrel Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Squirrel Services except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Squirrel Services, in whole or in part; (iv) remove any proprietary notices from the Squirrel Services; or (v) use the Squirrel Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

(c) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, CT may monitor Customer’s use of the Squirrel Services and collect and compile data and information related to Customer’s use of the Squirrel Services to be used by CT in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Squirrel Services (“Aggregated Statistics”). As between CT and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by CT. You acknowledge that CT may compile Aggregated Statistics based on data input by Customer into the Squirrel Services. You agree that CT may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

(d) Reservation of Rights. CT reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the CT IP.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, CT may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Squirrel Services if: (i) CT reasonably determines that (A) there is a threat or attack on any of the CT IP; (B) Customer’s or any Authorized User’s use of the CT IP disrupts or poses a security risk to the CT IP or to any other customer or vendor of CT; (C) Customer or any Authorized User is using the CT IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) CT’s provision of the Squirrel Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of CT has suspended or terminated CT’s access to or use of any third-party services or products required to enable Customer to access the Squirrel Services; or (iii) in accordance with Section 4 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). CT will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

3. Customer Responsibilities.

(a) Account Use. You are responsible and liable for all uses of the Squirrel Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Squirrel Services and shall cause Authorized Users to comply with such provisions.

(b) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Squirrel Services confidential. You will not sell, transfer, or share them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

(c) Third-Party Products. The Services may permit access to Third-Party Products. Such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Squirrel Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

4. Fees and Payment.

You shall pay CT the fees set forth on the invoice issued to you by CT (“Fees”) within thirty (30) days from the invoice date without offset or deduction. The Fees for the Squirrel Services are described at https://comptool.com/solutions/squirrel/ or at such other website(s) as may be determined by CT in its discretion from time to time; provided that, in the event of any conflict between the Fees set forth on CT’s invoice and the Fees described on the above-referenced website(s), the Fees set forth on CT’s invoice shall control and be binding on Customer. You shall make all payments hereunder in US dollars on or before the due date. If you fail to make any payment when due, without limiting CT’s other rights and remedies: (i) CT may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) you shall reimburse CT for all costs incurred by CT in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more, CT may suspend, in accordance with Section 2(e), Customer’s and all other Authorized Users’ access to any portion or all of the Squirrel Services until such amounts are paid in full. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on CT’s income.

5. Privacy Statement.

CT complies with its privacy statement available at https://comptool.com/legal/privacy-statement/ (“Privacy Statement”), in providing the Squirrel Services. The Privacy Statement is subject to change as described therein. By accessing, using, and providing information to or through the Squirrel Services, you acknowledge that you have reviewed and accepted our Privacy Statement, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Statement.

6. Intellectual Property Ownership; Feedback.

We own all right, title, and interest, including all intellectual property rights, in and to the Squirrel Services. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Squirrel Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

7. Warranty Disclaimer.

THE SQUIRREL SERVICES ARE PROVIDED “AS IS” AND CT SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CT MAKES NO WARRANTY OF ANY KIND THAT THE SQUIRREL SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. CT DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

8. Indemnification.

Customer shall indemnify, hold harmless, and, at CT’s option, defend CT and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees (“Losses”) arising from or relating to any third-party claim, suit, action, or proceeding (“Third-Party Claim”) based on Customer’s negligence or willful misconduct or use of the Squirrel Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against CT unless CT consents to such settlement, and further provided that CT will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

9. Limitations of Liability.

IN NO EVENT WILL CT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS LESS.

10. Term and Termination.

(a) Term. The term of this Agreement begins on the Effective Date and continues until terminated in accordance with the provisions hereof. Squirrel Services that are specified to automatically renew in the invoice for such Squirrel Services or otherwise will renew for additional successive terms, each term being of equal duration to the initial services term, unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least one (1) day prior to the expiration of the then-current services term.

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) CT may terminate this Agreement for any reason upon 10 days’ advance notice. You may terminate this Agreement for any reason by providing written notice to CT.

(ii) either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or

(iii) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Squirrel Services and the CT IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees and other amounts that may have become due before such expiration or termination, or entitle Customer to any refund. All Fees paid by Customer are non-refundable under all circumstances.

(d) Survival. This Section 12(d), 4, 8, 9, 11, 12, and 13, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

11. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications by email communication to the email address you provided during registration. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Squirrel Services after the effective date of the modifications will be deemed acceptance of the modified terms.

12. Governing Law and Jurisdiction.

This agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington, in each case located in Seattle, King County, Washington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13. Miscellaneous.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address as follows: Compensation Tool Corporation, Attn: Legal, 1916 Pike Place Ste 12 #1418 Seattle, WA 98101, and must be delivered either, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Squirrel Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. CT may (a) issue a press release announcing the relationship between the parties, (b) make available for marketing purposes case studies regarding the implementation of the Services by Customer, (c) mention Customer and the parties’ relationship in CT’s marketing collateral, website, and other promotional materials, or (d) use Customer’s name, trademark(s), or logo(s) in any marketing or promotional efforts.