STANDARD TERMS AND CONDITIONS

By executing the Key Agreement Terms page of that certain Master Subscription and License Agreement to which this Exhibit B is attached, the Parties acknowledge and agree that these binding standard terms and conditions shall apply:

1. Definitions

3. Prohibitions and Use Policies.

6. Term and Termination.

This Agreement will commence on the Effective Date and unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for the period set forth in the applicable Service Order (the “License Period”). The License Period may be extended by a new Service Order (or an amendment to an applicable Service Order) signed by both Parties. Any extensions or renewals may be conditioned upon Client’s execution of revised or new terms and conditions. Either Party may terminate this Agreement (including the Service Order) if the other Party breaches any material term of this Agreement or Service Order and fails to cure such breach within thirty (30) days after receipt of a written notice thereof. Provider may suspend Client’s Account (including individual Authorized User’s Account) and Client’s use of the Product as Provider deems appropriate to prevent, investigate, or otherwise address any suspected misuse of the Product. Upon the expiration or termination of this Agreement, Client will, within thirty (30) days after receipt of Provider’s invoice, pay all accrued and unpaid fees. The provisions of Sections 1, 3, 5, 6 and 8 to 18 will survive any expiration or termination of this Agreement.

7. Product Access; Account Registration.

In order to access and use the Product, Client will need to register and create an account (Client’s “Account”). In order to access and use the Product, Authorized Users will separately register and create individual Accounts (each an “Individual Account”), and the use of such Individual Accounts will be subject to the terms of Provider’s Privacy Policy and of Provider’s Individual User Agreement to be executed in connection with registering such individual Account. Client agrees that Provider shall have no responsibility to Client with respect to the maintenance or operation of any Authorized User’s Individual Account, and that use of such Individual Accounts shall be governed by Provider’s Privacy Policy and the applicable Individual User Agreement. Client agrees to provide accurate, current and complete information about Client’s Account. Provider reserves the right to suspend or terminate Client’s Account or any Authorized User’s Individual Account, if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading. Client is responsible for maintaining the confidentiality of Client’s passwords and Account and agrees to notify Provider if any of the passwords is lost, stolen, or disclosed to an unauthorized third-party, or otherwise may have been compromised. Client is responsible for all activities that occur under Client’s Account, including the activities carried out by individual employees.

8. Data Ownership

9. Data Maintenance and Backup Procedures.

Provider will follow its internal archival procedures for Client Data and Authorized User Data, including daily backup and record retention for thirty (30) days. Notwithstanding the foregoing, Provider shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Client Data or Authorized User Data caused by any thirdparty and shall have no obligation of any kind to restore any lost of corrupted data

10. Privacy and Security Policy.

Provider’s Privacy and Security Policy is incorporated herein for all purposes and each Party agrees to the provisions contained therein. If any portion of this Exhibit B conflicts with any portion of the Privacy and Security Policy, the Privacy and Security Policy shall govern for all purposes.

11. Limited Warranty and Disclaimers

12. Indemnity

13. Limitation of Liability

PROVIDER’S TOTAL LIABILITY TO COMPANY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNTS PAID TO PROVIDER BY COMPANY FOR THE PLATFORM IN THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. PROVIDER WILL NOT BE LIABLE TO COMPANY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR COSTS OF SUBSTITUTE GOODS OR SERVICES, OR FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR RESULTING FROM COMPANY’S ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF AN EXCLUSIVE REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. Maintenance and Support

15. Export Control

Client agrees to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the Product, nor any direct product thereof, are: (i) downloaded or otherwise exported or re-exported directly or indirectly in violation of such export laws and regulations; or (ii) used for any purposes prohibited by the such export laws and regulations, including but not limited to nuclear, chemical, or biological weapons proliferation.

16. Dispute Resolution

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Client and Provider irrevocably consent to the jurisdiction of, and venue in, the state or federal courts located in the Northern District of California for any disputes arising under this Agreement.

17. Publicity

Client agrees that Provider may identify Client as a customer of the Product, and display Client’s name and logo (if any) in connection with such identification, on Provider’s websites and in Provider’s other published marketing materials. Provider will use good-faith efforts to comply with any reasonable trademark usage guidelines Client provides to Provider in connection with Client’s name and logo.

18. General

SCHEDULE 1
PRODUCT DESCRIPTION

Flashbrand is a real-time employee feedback solution that sits at the heart of a new feedback culture. It simplifies HR and inspires a growth mindset by empowering all employees to continuously share their views and own their performance and development. Employees get better faster, and organizations adapt to the new world of work. Flashbrand put all employees in the driver seat of their personal development by providing them with a new generation of HR mobile and web solution specifically designed for them.