Welcome to the websites and online services of Claira Technologies, Inc., d/b/a Claira ("Claira"). The Service Terms and Conditions (this “Agreement”) is a legal contract between Claira and you (referenced herein with “you” or with “your”), which governs your use of and/or access to the Services (defined below). Claira and you may collectively be referred to as the "Parties" or individually as a "Party".

This Agreement applies to all persons and entities who visit, use or access any of the Services (“Users”). Users includes, without limitation, employers and employment candidates. Where indicated in this Agreement, some terms apply exclusively to employers. By accessing or using the Services, you signify that you have read, understood and agree to be bound by the terms and conditions of this Agreement, whether or not you are a registered user of the Services. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to enter into this Agreement on behalf of such employer or other entity and are able to bind such employer or other entity to the terms and conditions of this Agreement. This Agreement incorporates the Claira's Privacy Policy as applicable.

1.              Definitions.

(a)            "Aggregated Statistics" means data and information related to your use of the Services that is used by Claira in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b)            "Authorized User" means, for employers or other entities, Your employees, consultants, contractors, and agents who are authorized by you to access and use the Services under the rights granted to you pursuant to this Agreement. If you are accessing and using the Services in your capacity as an individual, and not on behalf of an employer or other entity, you are the only Authorhized User of your account.

(c)            "Claira IP" means the Services, the Documentation, and any and all intellectual property provided to you or any Authorized User in connection with the foregoing. For the avoidance of doubt, Claira IP includes Aggregated Statistics and any information, data, or other content derived from Claira's monitoring of your access to or use of the Services, but does not include your User Data.

(d)            "User Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or an Authorized User through the Services.

(e)            "Documentation" means Claira's user manuals, handbooks, and guides relating to the Services provided by Claira to you either electronically or in hard copy form.

(f)             "Effective Date" means the date you first access or use the Services.

(g)            "Services" means Claira's software-as-a-service platform for competency based hiring solutions.

(h)            "Third-Party Products" means any third-party products described in Documentation provided with or incorporated into the Services.

2.              Access and Use.

(a)            Provision of Access. Subject to and conditioned on your compliance with all other  terms and conditions of this Agreement, including any payment obligations (if any), Claira hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to your internal or personal use.

(b)            Documentation License. Subject to the terms and conditions contained in this Agreement, Claira hereby grants to you a non-exclusive, non-sublicenseable, non-transferable license to use the Documentation during the Term solely for your internal business purposes in connection with its use of the Services.

(c)            Use Restrictions. You shall not use the Services or Documentation 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 Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation 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.

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

(e)            Suspension. Notwithstanding anything to the contrary in this Agreement, Claira may temporarily suspend your and any Authorized End User's access to any portion or all of the Services if: (i) Claira reasonably determines that (A) there is a threat or attack on any of the Claira IP; (B) your or any Authorized End User's use of the Claira IP disrupts or poses a security risk to the Claira IP or to any other customer or vendor of Claira; (C) you, or any Authorized User, is using the Claira IP for fraudulent or illegal activities; (D) subject to applicable law, if you are an employer or other entity, you ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Claira's provision of the Services to you or any Authorized User is prohibited by applicable law; (ii) any vendor of Claira has suspended or terminated Claira's access to or use of any third-party services or products required to enable your to access the Services; or (iii) in accordance with Section 6(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Claira shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Services following any Service Suspension. Claira shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Claira will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a Service Suspension.

(f)             Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Claira may monitor your use of the Services and collect and compile Aggregated Statistics. As between Claira and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Claira. You acknowledge that Claira may compile Aggregated Statistics based on User Data input into the Services. You agree that Claira 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; provided that such Aggregated Statistics do not identify your Confidential Information.

3.              Your Responsibilities.You are responsible and liable for all uses of the Services and Documentation 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 Services, and shall cause Authorized Users to comply with such provisions.

4.              Service Levels and Support. Subject to the terms and conditions of this Agreement, Claira shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in the Documentation.

5.              Employer Fees and Payment.

(a)            Fees. If you are an employer, you shall pay Claira the subscription fees for access and use of the Services  in accordance with Claira's then current fee schedule (collectively, the "Fees") as set forth in the Documentation without offset or deduction. You shall make all payments hereunder in US dollars. If you fail to make any payment when due, without limiting Claira's other rights and remedies: (i) Claira 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 Claira for all costs incurred by Claira in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for sixty (60) days or more, Claira may suspend your and your Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

(b)            Taxes. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are 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 you hereunder, other than any taxes imposed on Claira's income.

6.              Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). 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. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees 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, each 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 Party making the disclosure pursuant to the order shall first have given written notice to the other 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. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five 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.

7.              Intellectual Property Ownership; Feedback.

(a)            Claira IP. You acknowledge that, as between you and Claira, Claira owns all right, title, and interest, including all intellectual property rights, in and to the Claira IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b)            User Data. Claira acknowledges that, as between Claira and you, you own all right, title, and interest, including all intellectual property rights, in and to your User Data. You hereby grant to Claira a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display your User Data and perform all acts with respect to your User Data as may be necessary for Claira to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display your User Data incorporated within the Aggregated Statistics.

(c)            Feedback. If you or any of your employees or contractors sends or transmits any communications or materials to Claira by mail, email, telephone, or otherwise, suggesting or recommending changes to the Claira IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Claira is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assign to Claira on your behalf, and on behalf of your employees, contractors and/or agents, all right, title, and interest in, and Claira is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Claira is not required to use any Feedback.

8.              Warranty Disclaimer. THE CLAIRA IP IS PROVIDED "AS IS" AND CLAIRA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CLAIRA 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. CLAIRA MAKES NO WARRANTY OF ANY KIND THAT THE CLAIRA IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9.              Indemnification.

(a)            Claira Indemnification.

(i)             Claira shall indemnify, defend, and hold harmless you from and against any and all losses, damages, liabilities, costs (including attorneys' fees) ("Losses") incurred by you 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 US patents, copyrights, or trade secrets, provided that you promptly notify Claira in writing of the claim, cooperates with Claira, and allows Claira sole authority to control the defense and settlement of such claim.

(ii)            If such a claim is made or appears possible, you agree to permit Claira, at Claira's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for you to continue use. If Claira determines that neither alternative is reasonably available, Claira may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to you.

(iii)          This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Claira or authorized by Claira in writing; (B) modifications to the Services not made by Claira; (C) User Data; or (D) Third-Party Products.

(b)            Customer Indemnification. You shall indemnify, hold harmless, and, at Claira's option, defend Claira from and against any Losses resulting from any Third-Party Claim that your User Data, or any use of the your User Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on your or any of your Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Claira or authorized by Claira in writing; or (iv) modifications to the Services not made by Claira, provided that you may not settle any Third-Party Claim against Claira unless Claira consents to such settlement, and further provided that Claira 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.

(c)            Sole Remedy. THIS SECTION 9 SETS FORTH YOUR SOLE REMEDIES AND CLAIRA'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.           Limitations of Liability. IN NO EVENT WILL CLAIRA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT 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 CLAIRA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CLAIRA'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 CLAIRA UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.           Term and Termination.

(a)            Term. The term of this Agreement begins on the Effective Date and will continue in effect until terminated pursuant to this Agreements express provisions (the "Term").

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

(i)             You may terminate this Agreement by terminating or deactivating your account;

(ii)            Claira may terminate this Agreement, effective on 30 days written notice to you;

(iii)          Claira may terminate this Agreement, effective on written notice to you, if you: (A) fail to pay any amount when due hereunder, and such failure continues more than 5 days after Claira's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6;

(iv)          either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially 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

(v)            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 Expiration or Termination. Upon expiration or earlier termination of this Agreement, you shall immediately discontinue use of the Claira IP and, without limiting your obligations under Section 6, you shall delete, destroy, or return all copies of the Claira IP and certify in writing to the Claira that the Claira IP has been deleted or destroyed. No expiration or termination will affect your obligation to pay all Fees that may have become due before such expiration or termination, or entitle you to any refund.

(d)            Survival. This Section 11(d) and Sections 1, 5, 6, 7, 9, 10, 11(c) and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12.           Miscellaneous.

(a)            Entire Agreement. This Agreement, together with the Scope of Servicess and any other documents incorporated herein by reference and all related exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its exhibits; (ii) second, the exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

(b)            Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth in the Scope of Services (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c)            Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(d)            Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e)            Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f)             Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan 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 Michigan.

(g)            Assignment. You may not assign any of its rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Claira. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(h)            Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.

(i)             US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you only receive those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

(j)             Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of you, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

(k)            Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

16803991.3

‍