Master Services Agreement

Updated: November 3, 2026

This Master Services Agreement (the “MSA”) is between Salary.com LLC (“Salary”) and the legal entity that seeks to receive Services (as defined below) from Salary and accepts this MSA (“Customer”). Customer can accept this MSA by signing the MSA, signing an Order Form/SOW (as defined below) in which this MSA is linked, completing an electronic ordering process that references this MSA, or using another contracting process mutually agreed by the parties. The “Effective Date” is the date that Customer accepts this MSA.

1. DEFINED TERMS

This section defines terms used throughout this MSA.

1.1 An “Affiliate” is, with respect to a party, another entity owned by or controlled by that party.

1.2 “Subscription Services” are Salary’s software and data products, analytics, and workflows. “Professional Services” include enablement, implementation, configuration, customization, integration, consulting, data export and extraction, technical assistance, training, and other services. Subscription Services and Professional Services are referred to together as “Services.”

1.3 The “Order Form” or OF identifies the Services purchased by Customer, the duration of Services, and pricing. The statement of work (“SOW”) describes Professional Services provided. An SOW may be incorporated into an OF. References to an “OF/SOW” mean the applicable OF, SOW, or an OF incorporating an SOW, as the context requires.

1.4 An “Authorized User” are individuals permitted to use the Services under the applicable OF and may include Customer’s employees, contractors, consultants, temporary personnel, and authorized agent.

2. SALARY’S COMMITMENTS TO CUSTOMER

2.1 Salary will permit you to access and use Subscription Services. Subject to this MSA and the applicable OF, Salary will make the purchased Subscription Services available to Customer during the applicable Term (as that term is defined). Salary may make Documentation for the Subscription Services available to Customer. “Documentation” is Salary’s then-current user guides, implementation materials, technical documentation, help-center materials, and published specifications relating to the Subscription Services, which Salary may update from time to time to reflect changes to the Subscription Services, technology, security practices, or applicable requirements. Customer will access and use the Subscription Services consistently with the applicable Documentation.

2.2 Salary will provide Professional Services. Salary will perform Professional Services with qualified resources to acceptable industry standards if purchased and described in an SOW or OF incorporating the SOW.

2.3 Salary will permit Customer’s Affiliates to access and use Services under this MSA. Customer’s Affiliates may use Services only under an OF/SOW it signs or where an OF expressly permits Affiliate use. An Affiliate signing an OF/SOW becomes “Customer” for that OF/SOW, while the original Customer remains jointly and severally liable with Customer’s Affiliates. Any exclusion, limitation, or cap on liability under this MSA applies in the aggregate to Customer and all its Affiliates.

2.4 Salary will update and evolve its Subscription Services.

(a) Salary may modify, update, enhance, replace, or discontinue features of the Subscription Services and may release new functionality. These changes are part of the Subscription Services. Salary may place a product or version in maintenance mode and limit development of that product or version to maintenance, security, compliance, or similar changes.

(b) Salary may migrate Customer to a replacement product or version of Subscription Services. This migration will not materially reduce the core functionality of the Subscription Services purchased under an active OF during the then-current Term, except where reasonably necessary to address security risks, comply with applicable law, respond to changes in third-party products or dependencies, or protect the Subscription Services or Salary’s customers.

(c) Salary has no obligation to develop or release any future feature, functionality, product, or service. Product plans, roadmaps, demonstrations, and descriptions of possible future functionality are informational only and do not create contractual commitments.

2.5 The Subscription Services may interoperate with third-party products or applications.

(a) The Subscription Services may have existing integrations or partnerships that connect with, allow for connections to, or supply data from, third-party products. “Third-Party Products” means products, services, software, data sources, platforms, applications, or integrations provided or controlled by a third party, not Salary.

(b) Customer’s use of a Third-Party Product is governed by Customer’s agreement with that provider, not this MSA, and Customer is responsible for all fees payable to providers of the Third-Party Products that Customer uses. Customer is also responsible for complying with, maintaining, and terminating its agreements with third-party providers. Salary is not responsible for Customer’s breach of a third-party agreement or for any failure by Customer to terminate or modify that agreement.

(c) Salary does not control and is not responsible for Third-Party Products, including their availability, security, performance, accuracy, continued operation, or compatibility with the Services. Salary is not responsible for any degradation, interruption, delay, loss, or other issue caused by a Third-Party Product or the performance or nonperformance of a third-party provider. Further, Salary may limit, throttle, suspend, or discontinue an integration or the ingestion, transmission, or flow of data to or from a Third-Party Product where reasonably necessary to protect the security, integrity, availability, or performance of the Services, comply with applicable law, or respond to a change or failure involving the Third-Party Product.

2.6 Certain Subscription Services may include artificial intelligence enabled functionality.

(a) Certain Subscription Services include artificial intelligence enabled functionality made available through the Subscription Services (“AI Features”). AI Features may generate recommendations, insights, analyses, summaries, or other content based on information submitted to or available through the Services. An optional AI Feature applies only if identified in an OF or enabled by Customer through the Subscription Services.

(b) Customer’s access to and use of AI Features are also governed by Salary’s AI terms of use (“AI Terms”). The AI Terms located at www.salary.com/legal/aitos are incorporated into the MSA and Customer’s breach of the AI Terms is a breach of this MSA.

(c) AI Features are intended to assist Customer and do not replace human judgment or decision-making. Customer’s responsibilities for reviewing AI-generated information are described in Section 3.5 and the AI Terms.

2.7 Certain Subscription Services may be subject to additional product-specific terms.

(a) Certain Subscription Services may be subject to additional product-specific terms, usage requirements, restrictions, rights, service descriptions, or other provisions applicable to those specific Subscription Services (“Product Terms”).

(b) The Product Terms located at www.salary.com/legal/productterms are incorporated into this MSA. The Product Terms applicable to a Subscription Service apply only to Customer’s use of that Subscription Service, Professional Services, and Preview Services. Salary may update the Product Terms from time to time to reflect changes to the applicable Subscription Services, functionality, features, compliance requirements, or business practices. Any such updates will apply prospectively and will not materially diminish Customer’s rights during the Subscription Term for the applicable Subscription Service.

(c) Customer’s breach of applicable Product Terms is a breach of this MSA.

3. CUSTOMER’S COMMITMENTS TO SALARY

3.1 Customer is responsible for account administration and its Authorized Users.

(a) Customer may permit only Authorized Users to access and use the Services within the scope purchased under the applicable OF/SOW. Customer is responsible for provisioning and administering Authorized User accounts, assigning appropriate permissions, protecting account credentials, preventing credential sharing, and ensuring that Authorized Users comply with this MSA.

(b) Customer is responsible for the acts and omissions of its Authorized Users. Customer is also responsible for unauthorized access or security incidents resulting from Customer’s or an Authorized User’s negligence, omission, failure to protect credentials, or failure to maintain appropriate access controls, including credentials compromised through hacking, phishing, social engineering, or similar attacks.

(c) Nothing in this MSA transfers to Salary any responsibility for Customer’s operations, internal controls, business practices, workforce decisions, or use of information made available through the Services.

3.2 Customer will reasonably cooperate with Salary in connection with the provision of the Services.

(a) Customer will provide the cooperation reasonably necessary for Salary to perform its obligations under this MSA by: timely completing activities and dependencies assigned to it during implementation; providing Salary with complete and timely information; making knowledgeable personnel reasonably available to Salary; providing required decisions and approvals; responding promptly to reasonable requests; participating in implementation, configuration, or project meetings where appropriate; and assisting with testing or validation where required by an applicable OF/SOW.

(b) Salary is not responsible for any delay, failure, or increased difficulty in implementing or providing the Services to the extent caused by Customer’s failure to provide required cooperation. Any delay resulting from Customer’s acts or omissions does not constitute a breach of this MSA by Salary. Customer-caused delays do not postpone or otherwise affect Customer’s payment obligations.

3.3 Customer is responsible for the technology environment that it uses to access and interact with the Services. Customer is responsible for obtaining, operating, securing, and maintaining the systems and technology within its control that are necessary to access or use the Services. Salary is not responsible for failures, delays, incompatibilities, vulnerabilities, or performance issues arising from systems or technology outside Salary’s control.

3.4 Customer is responsible for determining whether and how to use the Services in compliance with laws applicable to its business. Customer must comply with all laws and regulations applicable to its access to and use of the Services, including those relating to: employment; compensation; pay transparency; wage and hour requirements; equal employment opportunity; pay equity; privacy; labor; tax; antitrust; and record retention. Salary provides only technology, data, analytics, and related Services. Salary does not provide legal advice and does not determine whether Customer’s use of the Services, internal policies, or business decisions satisfy Customer’s legal or regulatory obligations. Customer is solely responsible for determining whether, when, and how to use information, analyses, recommendations, or other content made available through the Services.

3.5 Customer is responsible for all decisions made using or informed by the Services. Customer is solely responsible for its business, employment, compensation, hiring, promotion, organizational, regulatory, and other decisions, including decisions based in whole or in part on information generated by or obtained through the Services. When Customer uses AI Features, Customer must: independently review and validate the applicable outputs; exercise appropriate human judgment; consider other relevant information and circumstances; and determine whether additional review is required by applicable law, professional standards, or Customer’s internal policies. The Services inform and support Customer’s decision-making. They do not replace Customer’s judgment, professional review, or responsibility for its decisions.

3.6 Customer remains responsible for third parties that act on its behalf in connection with the Services. Customer is responsible for the acts and omissions of its consultants, contractors, outsourced administrators, implementation partners, managed service providers, and other third parties that access or use the Services, receive information from the Services, or otherwise act under Customer’s authority with respect to the Services. Customer must ensure that each such third party complies with the obligations applicable to Customer under this MSA.

4. DATA RIGHTS

4.1 Customer retains ownership of the information it provides to the Services.

(a) “Customer Data” means information and materials that Customer or its Authorized Users upload, import, submit, transmit, store, or create within the Subscription Services, including information controlled by Customer and provided to the Services through a Third-Party Product or integration. Customer Data does not include Salary Data, Usage Data, or Anonymous Data.

(b) As between the parties, Customer retains all right, title, and interest in Customer Data. Nothing in this MSA transfers ownership of Customer Data to Salary.

(c) Customer is responsible for the accuracy, quality, legality, and integrity of Customer Data. Customer is also responsible for: having all rights necessary to provide Customer Data to Salary; making all disclosures required in connection with Salary’s processing of Customer Data; obtaining all required permissions, authorizations, and consents; and authorizing Salary and its subprocessors to process Customer Data as contemplated by this MSA.

4.2 Salary retains ownership of its proprietary data, content, methodologies, and analytical materials.

(a) “Salary Data” means data, content, and materials owned, licensed, developed, or made available by Salary in connection with the Services, including: compensation datasets; survey results; benchmark data; proprietary methodologies; job taxonomies and classification systems; compensation models; market intelligence; visualizations; and reports, analyses, and outputs generated from or incorporating Salary’s proprietary datasets, methodologies, or models. Salary Data does not include Customer Data merely because Customer Data is displayed, processed, or incorporated into a report or other output containing Salary Data.

(b) As between the parties, Salary retains all right, title, and interest in Salary Data. Customer receives only the limited rights to access and use Salary Data expressly granted under this MSA.

4.3 Salary owns operational and performance information generated through the operation and use of the Services.

(a) “Usage Data” means technical, operational, diagnostic, security, performance, and analytical information generated through the operation of, access to, or use of the Services. Usage Data may include: diagnostic information; system and security logs; feature utilization; performance metrics; response times; platform analytics; product usage statistics; capacity and resource utilization; and service health information. Usage Data does not include Customer Data.

(b) Salary owns Usage Data and may collect and use it to: provide, operate, maintain, and secure the Services; investigate and resolve technical issues; monitor performance and service health; conduct capacity planning; perform internal analytics; and improve the Services.

4.4 Salary may create and use aggregated and anonymized data that does not identify Customer or any individual.

(a) “Anonymous Data” means information derived from Customer Data that has been aggregated, deidentified, or anonymized so that it cannot reasonably be used, alone or in combination with other information available to Salary, to identify Customer or any individual.

(b) Customer authorizes Salary to create Anonymous Data from Customer Data. Salary agrees that Salary will not attempt to reidentify Anonymous Data or use Anonymous Data to identify Customer or any individual.

(c) As between the parties, Salary owns Anonymous Data and may use it for: benchmarking; compensation analytics; market research; improving compensation and other datasets; improving the Services; statistical analysis and reporting; product development; and internal business analytics.

(d) If Customer submits Customer Data in connection with participation in a Salary survey, Salary may use such Customer Data to create Anonymous Data and may use and commercialize such Anonymous Data in Salary’s survey, benchmarking, and related products and services , including products and services made available to third parties.

4.5 Customer grants Salary the limited rights necessary to provide the Services and perform this MSA. Customer grants Salary a limited, non-exclusive, worldwide, royalty-free license to host, process, copy, transmit, display, modify as technically necessary, back up, and otherwise use Customer Data solely as necessary to: provide, operate, maintain, and secure the Services; perform Professional Services; carry out Customer’s instructions in connection with the Services; prevent or address technical, security, or service issues; comply with applicable law; and exercise Salary’s rights and perform its obligations under this MSA. Salary may sublicense these rights to its Affiliates, contractors, service providers, and subprocessors as necessary for them to perform services on Salary’s behalf in connection with this MSA. The license granted under this Section continues only for as long as Salary is permitted or required to retain the applicable Customer Data under this MSA or applicable law. It does not limit Salary’s separate ownership of and rights in Usage Data or Anonymous Data.

4.6 Salary may use non-identifiable information and Feedback to improve its products, services, and business. Salary may use Usage Data, Anonymous Data, and Feedback (as defined below) to: improve existing products, software, and services; develop new products, features, and functionality; enhance security, data protection, and privacy; improve analytics; improve performance and reliability; conduct research; and improve Salary’s compensation datasets, methodologies, and Professional Services. Salary will not publicly disclose Customer’s Confidential Information (as defined below) when exercising its rights under this Section.

5. INTELLECTUAL PROPERTY

Nothing in Section 5 changes the parties’ data rights to Customer Data, Salary Data, Usage Data, or Anonymous Data in Section 4.

5.1 Salary retains ownership of the Services and all related intellectual property. As between the parties, Salary owns all right, title, and interest in and to: (a) the Services; (b) the software underlying the Subscription Services, including source code and object code; (c) the Documentation; (d) user interfaces, designs, workflows, functionality, and features; (e) application programming interfaces; (f) algorithms, models, and analytical tools; (g) proprietary methodologies and compensation frameworks; (h) market intelligence and know-how; (i) trade secrets, trademarks, copyrights, patents, and other intellectual property rights relating to the foregoing; and (j) all modifications, improvements, enhancements, and derivative works of the foregoing. Customer receives only the limited rights expressly granted under this MSA. Nothing in this MSA transfers to Customer any ownership interest in the Services or Salary’s intellectual property.

5.2 Salary retains exclusive ownership of its proprietary methodologies, reports, models, taxonomies, and know-how. Subject to Customer’s rights in Customer Data and its license to Professional Services Deliverables in Section 5.3, Salary owns all right, title, and interest in and to its: (a) compensation methodologies; (b) job architectures; (c) market intelligence and benchmarking methodologies; (d) compensation models; (e) job taxonomies and classification systems; (f) analytical techniques and scoring models; (g) business processes and workflows; (h) statistical and research methods; (i) tools, frameworks, and know-how; (j) reports and models; and (k) improvements, modifications, and derivatives of the foregoing. Customer may use them only to the extent they are made available through the Services and as expressly permitted by this MSA.

5.3 Salary owns Professional Services deliverables unless the applicable SOW expressly states otherwise. Salary retains ownership of all methodologies, templates, software, tools, reusable components, frameworks, know-how, pre-existing materials, and other intellectual property used or developed in connection with the Professional Services. “Professional Services Deliverables” means reports, analyses, configurations, materials, documentation, recommendations, work product, or other deliverables that Salary creates for Customer in performing Professional Services. Unless an applicable SOW expressly provides otherwise, Salary owns all right, title, and interest in and to the Professional Services Deliverables, including all intellectual property rights in them. Salary grants Customer a non-exclusive, royalty-free, perpetual license to use Professional Services Deliverables created specifically for Customer solely for Customer’s internal business purposes. Customer may not sell, sublicense, distribute, commercialize, or use Professional Services Deliverables to provide services to third parties unless the applicable SOW expressly permits that use. No SOW transfers ownership of Salary’s underlying intellectual property unless it expressly identifies the rights being transferred and states that the parties intend to transfer those rights.

5.4 Salary owns Feedback and may freely use Feedback. Customer assigns to Salary all right, title, and interest in and to Feedback, including all intellectual property rights in Feedback. To the extent any right in Feedback cannot be assigned, Customer grants Salary a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, commercialize, and otherwise exploit Feedback without restriction or obligation to Customer. “Feedback” means suggestions, ideas, recommendations, enhancement requests, comments, or usability feedback that Customer or its Authorized Users voluntarily provide to Salary concerning the Services. Feedback does not include Customer Data or Customer Confidential Information.

5.5 Salary reserves all rights not expressly granted to Customer. Except for the rights expressly granted under this MSA, Salary grants Customer no right, title, or interest in or to the Services, Salary Data, Documentation, or any other Salary intellectual property. Customer’s access to or use of the Services does not create an implied license or other right. Upon expiration or termination of the applicable Term, Customer’s rights to access and use the Services and Salary Data end, except as expressly provided in this MSA.

5.6 Customer retains ownership of intellectual property that it owns independently of the Services. As between the parties, Customer retains all right, title, and interest in and to its trademarks, copyrights, patents, proprietary business processes, internal methodologies, and documentation created independently of the Services. Nothing in this MSA transfers ownership of Customer’s intellectual property to Salary.

6. PERMITTED USE, RESTRICTED USE, & PROHIBITED USE

6.1 Customer may use the Services only for its internal business purposes and within the scope of its purchase. Customer and its Authorized Users may access and use the Services solely: (a) for Customer’s internal business purposes; (b) during the Term; (c) within the quantities, usage limits, and other scope identified in the applicable OF/SOW; and (d) in accordance with this MSA, the applicable OF/SOW, and Documentation. Any other access to or use of the Services is prohibited unless Salary’s Legal Department expressly authorizes it in writing.

6.2 Customer may not submit information that the Services are not designed or authorized to process. “Prohibited Data” means regulated, highly sensitive, or other information that the applicable Services are not designed or intended to receive, store, or process. Customer must not knowingly upload, import, submit, transmit, or otherwise provide Prohibited Data to the Services unless that information is: (a) expressly permitted by the applicable Documentation or an OF/SOW; (b) expressly contemplated by the Subscription Services purchased by Customer; or (c) otherwise accepted by Salary’s Legal Department in writing. Prohibited Data may include: (i) government-issued identification numbers, except where specifically supported by the applicable Services; (ii) payment card information; (iii) protected health information; (iv) biometric identifiers or biometric information; (v) regulated financial account information; and (vi) other categories of regulated or highly sensitive information identified in the applicable Documentation or the Data Processing Addendum. If Customer becomes aware that Prohibited Data has been submitted to the Services without authorization, Customer must promptly notify Salary and reasonably cooperate with Salary in identifying, securing, and removing that information.

6.3 Customer may not use the Services unlawfully or in a manner that threatens the Services or others. Customer and its Authorized Users must not: (a) use the Services in violation of applicable law; (b) use the Services to infringe, misappropriate, or otherwise violate another person’s rights; (c) interfere with or disrupt the integrity, security, availability, or performance of the Services; (d) attempt to gain unauthorized access to the Services, Salary’s systems, or another customer’s accounts, systems, or information; (e) introduce malicious code, viruses, ransomware, or other harmful materials into the Services; (f) circumvent or defeat access controls, usage limits, authentication requirements, or other technical restrictions; (g) overload, impair, or place an unreasonable burden on the Services or their supporting infrastructure; (h) use automated tools or processes except as expressly permitted by Salary; or (i) use the Services for any fraudulent, deceptive, or abusive purpose. These restrictions also apply to any third party acting on Customer’s behalf or under Customer’s authority.

6.4 Customer may not copy, modify, distribute or remove notice from Salary’s intellectual property except as expressly permitted. Except as expressly authorized by this MSA, Customer must not: (a) copy or reproduce the Services, Salary Data, Documentation, or other Salary intellectual property; (b) distribute, republish, publicly display, or publicly perform Salary intellectual property; (c) modify or create derivative works from Salary intellectual property; (d) remove, obscure, or alter proprietary notices, trademarks, copyright notices, or other rights-management information; or (e) permit another person to engage in any activity prohibited by this Section. Nothing in this Section limits Customer’s right to use the Services, Salary Data, or Documentation within the scope expressly granted under this MSA.

6.5 Customer may not use the Services or Salary Data to develop or provide products or services that compete with Salary. Customer must not use the Services, Salary Data, or other Salary intellectual property to: (a) build, develop, enhance, or train a product, service, dataset, model, or platform that competes with the Services; (b) create or train a competing compensation, benchmarking, market intelligence, or workforce dataset; (c) develop or train an artificial intelligence or machine-learning system using Salary Data; (d) provide commercial consulting, analytics, benchmarking, data, or other services that substitute for or replicate Salary’s offerings; or (e) assist another person in any of the foregoing activities. This Section does not prevent Customer from independently developing products, services, processes, or materials without using or referencing the Services, Salary Data, Salary’s Confidential Information, or other Salary intellectual property.

6.6 Customer may not attempt to discover or circumvent the technical operation of the Services. Customer must not: (a) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or discover the source code, object code, underlying structure, algorithms, models, ideas, or organization of the Services; (b) bypass authentication or other access controls; (c) defeat, disable, or circumvent technical safeguards or usage controls; (d) probe, scan, or test the vulnerability of the Services or Salary’s systems; or (e) access or use the Services to conduct security research or penetration testing without Salary’s prior written authorization. A restriction in this Section does not apply to the limited extent that applicable law expressly prohibits the restriction, but only after Customer provides Salary with advance written notice where legally permitted and only to the minimum extent required by that law.

6.7 Customer may not systematically extract Salary content or publicly disclose comparative testing without Salary’s consent. Except as expressly authorized by Salary in writing or through the Documentation, Customer must not: (a) scrape, crawl, harvest, data mine, or systematically extract information from the Services; (b) use bots, spiders, scripts, agents, or other automated methods to access or interact with the Services; (c) create or maintain a database or dataset derived from systematic extraction of Salary Data; or (d) use automated access in a manner that avoids, exceeds, or circumvents applicable usage limits. Customer must not publish or otherwise make available to a third party any comparative performance test, benchmark, competitive analysis, or evaluation involving the Services without Salary’s prior written consent. This Section does not prevent Customer from conducting confidential internal evaluations of the Services for its own purchasing, operational, security, or governance purposes, provided Customer does not violate any other restriction in this MSA.

6.8 Customer may not make the Services or Salary Data available beyond its permitted Authorized Users. Customer must not: (a) provide access to the Services to any person who is not an Authorized User; (b) sublicense, relabel, resell, rent, lease, timeshare, redistribute, transfer, or otherwise make the Services or Salary Data available to a third party; (c) operate the Services as a service bureau, managed service, or other third-party offering; or (d) use the Services to process information for the commercial benefit of a third party or commercially exploit Salary Data in whole or in part.

6.9 Salary may take reasonable action to prevent, investigate, and remedy prohibited use. If Salary reasonably believes that Customer, an Authorized User, or a person acting under Customer’s authority has violated this Section 6 or otherwise engaged in unauthorized use of the Services or Salary Data, Salary may investigate the suspected violation and take action reasonably necessary to protect the Services, Salary’s intellectual property, Salary’s customers, or third parties. A violation of this Section 6 may result in suspension or termination and damages, equitable relief, and any other remedies available under this MSA or applicable law, subject to Section 13.

6.10 Customer may share Salary Data with a third party only under a Data Sharing Agreement. Customer must not provide, upload, host, transmit, or otherwise make Salary Data available to, or permit Salary Data to be accessed through the systems or platform of, any third party, including a Third-Party Product, compensation or HR platform, consultant, or other service provider, unless Salary, Customer, and that third party have first signed Salary’s then-current Data Sharing and Restricted Use Agreement or another written agreement acceptable to Salary in its sole discretion (a “Data Sharing Agreement”). This Section does not apply to an individual Authorized User who accesses the Services through Customer’s account in accordance with this MSA. Salary may decline to enter into a Data Sharing Agreement with any third party, including any third party that Salary reasonably considers a competitor. Customer is jointly and severally liable with each such third party for its access to and use of Salary Data. Sharing Salary Data without a Data Sharing Agreement, or any use of Salary Data by a third party outside the scope of its Data Sharing Agreement, is a violation of this Section 6 and a material breach of this MSA.

7. COMMERCIAL TERMS

7.1 Customer will pay the fees identified in each applicable OF/SOW (“Fees”).

(a) Customer will pay all fees for the Services in accordance with the applicable OF/SOW and this MSA. Fees are non-cancelable and non-refundable. Customer’s payment obligations are not contingent on Customer’s use of the Services, deployment schedule, achievement of any business result, or issuance of a purchase order; and Customer may not reduce its commitment during the applicable Term. Failure to timely pay Fees to Salary is a material breach.

(b) Salary will invoice recurring Subscription Services fees annually in advance. Salary may invoice Professional Services and other non-recurring fees in advance as stated in the applicable OF/SOW. Customer is responsible for maintaining current billing and payment information and for promptly notifying Salary of any change to that information. And, as such, Salary may deliver invoices electronically to the billing contact or address designated by Customer. Customer must pay each invoice upon receipt.

(c) Salary may increase recurring fees for each renewal by up to 10% over the fees payable for the immediately preceding annual period. For a multi-year Term, annual pricing and any agreed annual increases will be determined by the applicable OF/SOW. Agreed changes to modules or scopes will be addressed through a new OF or amendment to an existing OF. Changes related to usage or quantity metrics (e.g. Authorized Users, full-time employee counts, data volumes, transactions, API calls, or other applicable pricing metrics) that may result in additional Fees will be invoiced according to Section 7.2.

(d) Fees do not include sales, use, value-added, goods, and services taxes, unless the applicable OF/SOW expressly states that a specified tax is included. Customer is responsible for paying all such taxes, excluding taxes based on Salary’s net income, property, or employees. If Salary is legally required to collect a tax for which Customer is responsible, Salary may invoice Customer for that tax, and Customer must pay it unless Customer provides a valid tax-exemption certificate before the applicable invoice is issued. Customer may not deduct or withhold taxes from amounts payable to Salary unless required by applicable law.

7.2 Usage-Based Fees are determined using the pricing metrics stated in the applicable OF.

(a) If fees depend on usage, organizational size, or another measurable pricing metric, the applicable OF will identify, as applicable: the relevant metric; the purchased quantity; included usage; measurement methodology; overage calculation; true-up timing; and any Customer reporting obligations.

(b) Unless the applicable OF provides a different pricing metric, Subscription Services Fees are based on the number of full-time employees stated in the applicable OF (the “Contracted FTE Count”). “FTE Count” means the total number of full-time employees of Customer and each Affiliate permitted to use the Services under that OF, plus the full-time equivalent of their part-time employees. If Customer’s FTE Count exceeds the Contracted FTE Count by 15% or more at any time during the Term, Salary may charge additional Subscription Services fees based on Customer’s actual FTE Count, at the rates stated in the applicable OF or, if no rate is stated, Salary’s then-current standard rate. Fee increases under this Section 7.2(b) are not subject to the renewal increase limit in Section 7.1(c). A decrease in FTE Count does not reduce Fees during the then-current Term.

(c) If Customer is party to a multi-year Term and its fees depend on a measurable usage or organizational metric, Salary may verify Customer’s compliance with that metric no more than once during any twelve-month period. Customer must provide reasonable cooperation and access to relevant records sufficient to verify the applicable metric.

(d) If an applicable Order Form provides discounted pricing based on Customer’s participation in a Salary survey, Customer must provide the required participation data within the timeframe specified in the Order Form or otherwise communicated by Salary, but in no event more than 60 days after the effective date of the applicable Order Form. If Customer does not provide acceptable participation data, Salary may adjust the applicable Fees to the then-current non-participant rate and invoice Customer for the resulting difference.

7.3 Overdue undisputed amounts accrue interest and may result in suspension.

(a) If Customer does not pay an undisputed amount when due, the overdue amount will accrue interest at a rate of 1.5% per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. Salary may also: impose a late charge of $20 (USD); suspend the affected Services; and recover the collection costs described in Section 7.3(b). Customer may withhold only an amount that it disputes in good faith. Customer must provide Salary with a written and reasonably detailed notice of the dispute within 10 days after receiving an invoice and must timely pay all undisputed portions of the applicable invoice if only a portion is in dispute. The parties will work in good faith to resolve a properly submitted invoice dispute. A dispute does not excuse Customer from paying any other amount when due.

(b) Customer will reimburse Salary for reasonable attorneys’ fees, collection-agency fees, court costs, and other reasonable expenses Salary incurs in collecting overdue undisputed amounts.

7.4 Customer may not unilaterally reduce amounts owed to Salary. Except for an amount disputed in good faith under Section 7.3, Customer must pay all amounts due under this MSA without setoff, deduction, withholding, recoupment, or counterclaim.

7.5 Purchase orders are administrative documents and do not modify the MSA. Customer may issue a purchase order for its internal administrative purposes, but Customer’s failure to issue a purchase order does not delay or excuse its payment obligations. Further, a purchase order does not amend, supplement, or modify this MSA or an OF/SOW. Any additional or conflicting term contained in a purchase order or similar procurement document is void unless Salary expressly accepts that term in a written amendment signed by an authorized representative of Salary. Salary’s reference to a purchase-order number on an invoice or other document does not constitute acceptance of the purchase order’s terms.

8. Term, Renewal, Suspension, and Termination

8.1 This MSA begins on the Effective Date and remains in effect until terminated in accordance with this MSA. This MSA establishes the legal framework governing all current and future OF/SOWs entered into by the parties. The expiration or termination of an individual OF/SOW does not terminate this MSA or any other OF/SOW. This MSA remains in effect for as long as any OF/SOW remains active.

8.2 Each OF or SOW specifies the period during which Customer may access the Services.

(a) The “Term” of an OF/SOW begins on the date stated in that OF/SOW (or on the date that Customer signs the OF/SOW, if no start date is provided) and continues for the period specified in that OF/SOW. Where the Term’s end date for Subscription Services is not identified in an OF, the Term is, at a minimum, one year from the start of the Term. Each Term in each OF/SOW operates independently unless the applicable OF/SOW expressly provides otherwise. Customer may access and use Services only during an active Term.

(b) Each Term for Subscription Services automatically renews for successive periods equal in length to the immediately preceding Term. No renewal period will be shorter than one year. Either party may prevent the renewal of an OF by providing the other party with written notice at least 60 days before the end of the then-current Term. A notice of non-renewal applies only to the OF identified in the notice unless the notice expressly states otherwise.

8.3 Salary may temporarily suspend access to the Services to protect Salary, its Services, Customer, or others.

(a) Salary may suspend all or part of Customer’s access to the Services if Salary reasonably determines that suspension is necessary due to: Customer’s failure to pay an undisputed amount when due; a violation of Section 6; an actual or suspected threat to the security, integrity, availability, or performance of the Services; Customer’s misuse of the Services; actual or suspected fraud; a legal or regulatory requirement; or the need to prevent material harm to Salary, the Services, Customer, another customer, or a third party.

(b) Where reasonable, Salary will provide Customer with advance notice of the suspension and a reasonable opportunity to address the underlying issue. Salary may suspend access immediately and without advance notice where reasonably necessary to: prevent or limit material harm; address an urgent security threat; protect the Services or other customers; or comply with applicable law or a governmental requirement. Salary will limit a suspension to the scope and duration reasonably necessary to address the applicable issue. Salary may restore access after the issue has been resolved to Salary’s reasonable satisfaction. A suspension does not terminate this MSA or the applicable OF/SOW and does not relieve Customer of its payment obligations.

8.4 Either party may terminate for a material uncured breach or specified insolvency or legal events.

(a) Either party may terminate an affected OF/SOW if the other party materially breaches this MSA or the OF/SOW and does not cure that breach within 30 days after receiving written notice describing the breach in reasonable detail. A party may terminate this MSA as a whole (which would include all then-active OFs and SOWs) if the breach materially affects the parties’ relationship under the MSA generally or cannot reasonably be limited to a particular OF/SOW.

(b) To the extent permitted by applicable law, either party may terminate this MSA immediately upon written notice if the other party: becomes insolvent; files or has filed against it a petition in bankruptcy that is not dismissed within 60 days; makes an assignment for the benefit of creditors; ceases substantially all business operations; or becomes subject to a similar insolvency, receivership, or liquidation proceeding.

(c) Either party may terminate this MSA or an affected OF/SOW immediately if continued performance would violate applicable export control, sanctions, or other law.

(d) If Salary terminates an OF/SOW for Customer’s material breach, Customer will pay Salary, within 30 days of termination, an amount equal to the total Fees reflected under the applicable OF/SOW, multiplied by the number of months remaining in the then-current term.

(e) If Customer terminates an OF/SOW for Salary’s material breach, Salary will refund Customer, as applicable to that OF/SOW, all unused, pre-paid amounts for Professional Services and a pro-rata portion of pre-paid Fees for Subscription Services.

8.5 Changes in Customer circumstances are not valid reasons to cease payment. Customer’s non-use of the Services, change in business needs, budget constraints, internal reorganization, failure to complete implementation activities, or decision to discontinue a project does not eliminate Customer’s payment obligations under an active OF or SOW.

8.6 Expiration or termination ends the affected access rights but does not eliminate accrued obligations.

(a) Upon expiration or termination of an OF/SOW: Customer’s right to access and use the Services under that OF/SOW ends; Customer must cease using Salary Data made available solely through the terminated Services; and each party must comply with its applicable post-termination obligations under this MSA.

(b) Expiration or termination does not: relieve Customer of any payment obligation that accrued or remains payable under this MSA; affect any right or remedy that accrued before the effective date of expiration or termination; or affect any provision that survives under Section 8.9.

8.7 Customer has a limited period following expiration or termination to retrieve Customer Data. Customer may request an export of Customer Data within 30 days after expiration or termination of the applicable OF/SOW. If Customer Data remains available through self-service functionality, Customer is responsible for retrieving it during that period. If Customer Data is not available through self-service functionality, Salary will, upon Customer’s timely request, make the Customer Data available in one or more commercially reasonable machine-readable formats then supported by the Services. If Customer Data is available through self-service functionality but Customer requests that Salary retrieve or prepare the export, Salary may provide that assistance as Professional Services at Salary’s then-current standard hourly rate (currently $350 per hour). Salary has no obligation to maintain or make Customer Data available after the 30-day export period, except as required by applicable law or Salary’s ordinary backup and retention practices.

8.8 Salary may delete Customer Data after the export period ends. After the 30-day period described in Section 8.7, Salary may delete Customer Data from its active systems in accordance with its ordinary retention and deletion practices. Salary may retain: Customer Data contained in routine backups until those backups are overwritten or deleted through Salary’s normal backup processes; records that Salary is required to retain under applicable law; and limited records reasonably necessary to establish or enforce Salary’s legal rights. Any retained Customer Data remains subject to the confidentiality and data-protection obligations applicable to it under this MSA and the Data Processing Addendum (“DPA”).

8.9 Provisions intended to operate after expiration or termination remain effective. The following obligations survive expiration or termination to the extent necessary to give them effect: payment obligations; confidentiality obligations; intellectual property and data-rights provisions; indemnification obligations; limitations of liability; dispute-resolution and enforcement provisions; and any other provision that, by its nature, is intended to survive.

9. CONFIDENTIALITY

9.1 Confidential Information includes non-public information that is identified as confidential or that reasonably should be understood to be confidential. “Confidential Information” means non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this MSA that: is identified as confidential when disclosed; or reasonably should be understood to be confidential based on the nature of the information or the circumstances of its disclosure. Confidential Information may be disclosed in written, oral, electronic, visual, or any other tangible or intangible form. Salary’s Confidential Information includes: the Services; Salary Data; Documentation; software, APIs, algorithms, models, and technical architecture; proprietary datasets, methodologies, taxonomies, compensation models, and market intelligence; security information; pricing and commercial terms; product plans and roadmaps; business plans and strategies; and other non-public technical, financial, or business information relating to Salary. Customer’s Confidential Information includes: Customer Data; internal compensation and workforce information; business plans and strategies; non-public financial, operational, or organizational information; and other non-public information relating to Customer’s business.

9.2 The Receiving Party may use Confidential Information only in connection with this MSA. The Receiving Party may use the Disclosing Party’s Confidential Information only to: perform its obligations under this MSA; exercise its rights under this MSA; provide or receive the Services; or comply with legal obligations arising from this MSA. The Receiving Party must not use the Disclosing Party’s Confidential Information for any other purpose without the Disclosing Party’s prior written consent.

9.3 The Receiving Party must protect Confidential Information using an appropriate standard of care. The Receiving Party must: protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but never less than reasonable care; maintain commercially reasonable administrative, physical, and technical safeguards appropriate to the nature of the Confidential Information; and take reasonable measures to prevent unauthorized access, use, disclosure, alteration, or destruction of the Confidential Information. The Receiving Party remains responsible for compliance with this Section 9 by each person to whom it discloses Confidential Information.

9.4 The Receiving Party may disclose Confidential Information only to representatives who need it for a permitted purpose. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its: employees; Affiliates; contractors and consultants; professional advisers; attorneys and accountants; auditors and insurers; financing sources and prospective investors or acquirers in connection with legitimate due diligence; subprocessors; and other representatives, in each case only if the recipient: has a legitimate need to know the Confidential Information for a purpose permitted under this MSA; and is subject to confidentiality obligations that are at least as protective as those contained in this Section 9. The Receiving Party is responsible for any breach of this Section 9 by a recipient to whom it discloses Confidential Information.

9.5 The Receiving Party may disclose Confidential Information when required by law, subject to appropriate protections. If the Receiving Party is legally required to disclose the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent legally permitted: promptly notify the Disclosing Party of the required disclosure; reasonably cooperate, at the Disclosing Party’s expense, with efforts to seek a protective order, confidential treatment, or other appropriate relief; and disclose only the portion of the Confidential Information legally required to be disclosed. The Receiving Party remains responsible for protecting any Confidential Information not required to be disclosed.

9.6 Certain information is not Confidential Information. Confidential Information does not include information that the Receiving Party can demonstrate through contemporaneous written records: became publicly available through no breach of this MSA by the Receiving Party; was lawfully known to the Receiving Party without a confidentiality obligation before disclosure by the Disclosing Party; was lawfully received from a third party without breach of a confidentiality obligation; or was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. A combination of information will not fall within an exclusion merely because individual elements of the combination are publicly available or independently known, unless the combination itself qualifies for the exclusion. Confidential Information does not include data or information derived from participant survey submissions to the extent that such data or information has been aggregated and anonymized so that it does not identify Customer or any individual.

9.7 The Receiving Party must return or destroy Confidential Information when it is no longer required, subject to limited retention exceptions. Subject to Section 8.7, 8.8, and the DPA, upon the Disclosing Party’s written request or upon expiration or termination of this MSA, the Receiving Party will return, destroy, or permanently delete the Disclosing Party’s Confidential Information within its possession or control, except to the extent the information: must be retained under applicable law; is retained under a legitimate record-retention policy; is contained in routine backups that are not reasonably accessible in the ordinary course of business; or is reasonably necessary to establish or enforce the Receiving Party’s legal rights. The Receiving Party may retain archival copies created through automatic backup or disaster-recovery processes until they are overwritten or deleted through its normal practices. Any retained Confidential Information remains subject to this Section 9 for as long as it is retained.

9.8 Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The parties acknowledge that a breach or threatened breach of this Section 9 may cause irreparable harm for which monetary damages alone would not provide an adequate remedy. As such, the Disclosing Party may seek temporary, preliminary, or permanent injunctive or other equitable relief to prevent or remedy a breach or threatened breach of this Section 9, without limiting any other remedy available under this MSA or applicable law.

9.9 Confidentiality obligations continue after the MSA ends. The obligations in this Section 9 continue for 3 years after expiration or termination of this MSA. Obligations relating to information that qualifies as a trade secret under applicable law continue for as long as that information remains a trade secret.

10. PRIVACY, SECURITY, AND COMPLIANCE

10.1 Salary processes Personal Data included in Customer Data in accordance with the DPA. If Customer Data includes Personal Data, Salary will process that Personal Data in accordance with Salary’s applicable DPA. The DPA forms part of this MSA and can be found here: https://www.salary.com/legal/dpa (including any redirected page). Salary may update the DPA from time to time to comply with applicable law, and both parties agree to changes made for such reason. Salary agrees that a legally required update may not materially reduce Customer’s data-protection rights except as required by law.

10.2 Salary maintains commercially reasonable safeguards designed to protect Customer Data. Salary will maintain commercially reasonable administrative, operational, technical, and physical safeguards designed to: protect Customer Data against unauthorized access, use, alteration, or disclosure; preserve the confidentiality and integrity of Customer Data; and support the availability of the Services.

10.3 Customer is responsible for securing its own systems, accounts, and credentials. Customer is responsible for Customer-controlled systems, networks, integrations, identity providers, and access controls. Salary is not responsible to the extent an incident is caused by those systems, networks, integrations, identity providers or compromised credentials, except to the extent caused directly by Salary’s breach of this MSA.

10.4 Each party is responsible for complying with laws applicable to its own activities under the MSA. In addition to obligations contained in this MSA, each party must comply with laws applicable to its own performance under this MSA.

10.5 The parties will comply with applicable export-control and sanctions laws. Each party must comply with US export-control, economic-sanctions, and trade-restriction laws applicable to its performance under this MSA. Customer must not: access or use the Services in violation of applicable export controls or sanctions; provide access to the Services to a person or entity prohibited by applicable law; or export, re-export, transfer, or otherwise make the Services available in violation of applicable law.

10.6 Eligible multi-year customers may request a limited security audit no more than once in a 12-month period.

(a) If Customer is party to a multi-year Term, Customer may request a security audit relating to the Services purchased by Customer. Any audit under this Section 10.6: may occur no more than once during any 12-month period; requires at least 60 days’ prior written notice; must occur during Salary’s normal business hours; must not unreasonably interfere with Salary’s operations; must be limited to information reasonably necessary to evaluate the safeguards applicable to the Subscription Services purchased by Customer; and must comply with the confidentiality obligations in Section 9. As an alternative, Salary may satisfy an audit request by providing then-current independent third-party assessments, certifications, audit reports, summaries, or similar security documentation that Salary reasonably determines addresses the requested subject matter. Salary is not required to provide direct access to its production systems, source code, facilities, networks, or information relating to another customer. Customer must not, and must not permit any third party to, conduct any penetration test, vulnerability scan, social-engineering exercise, intrusive assessment, or covert or unannounced security testing of the Services or Salary’s systems without Salary’s prior written authorization.

(b) Customer must reimburse Salary for time spent responding to or supporting an audit at Salary’s then-current professional services rate. Salary’s current rate is $350 per hour.

11. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

11.1 Each party represents that it has the authority and legal capacity to enter into and perform the MSA. Each party makes the representations identified for it below as of the Effective Date and each time it enters into an OF/SOW.

11.2 Salary makes limited, objective warranties regarding the Services. Salary makes only the following warranties:

11.3 Customer makes limited warranties regarding Customer Data and its use of the Services. Customer makes the following warranties:

11.4 Correction, repair, or re-performance is Customer’s exclusive remedy for breach of an express warranty. If Customer believes Salary has breached an express warranty in Section 11.2, Customer must provide Salary with written notice describing the alleged nonconformity in reasonable detail. After receiving the notice, Salary will: investigate the reported issue; use commercially reasonable efforts to correct or repair the affected Subscription Services or re-perform the affected Professional Services, as applicable; and provide Customer with reasonable information regarding Salary’s remediation efforts. If Salary does not cure the breach within 30 days after receiving Customer’s notice, Customer may terminate the affected OF/SOW under Section 8.4.

11.5 Salary’s warranties do not apply to issues caused by matters outside Salary’s control or by use inconsistent with the MSA. The warranties in Section 11.2 do not apply to the extent a nonconformity or other issue results from: Customer’s or an Authorized User’s misuse of the Services; use of the Services contrary to the MSA, OF/SOW, or the Documentation; a modification made by anyone other than Salary or a person acting under Salary’s authority; a Third-Party Product; Customer Data; Customer’s systems, devices, networks, identity providers, or technical environment; an unsupported configuration or combination of systems; Customer’s failure to implement an update, correction, or workaround made available by Salary; or trial, beta, preview, or evaluation services during any period in which separate terms govern those services.

11.6 DISCLAIMER. Except for the express warranties in this Section 11, the Services are provided “as is.” To the maximum extent permitted by applicable law, Salary disclaims all warranties, representations, conditions, and guarantees not expressly stated in the MSA, whether express, implied, statutory, or otherwise, including any implied warranty of: merchantability; fitness for a particular purpose; title; or non-infringement, except for Salary’s express obligations under Section 12. To be clear, Salary does not warrant that: the Services will operate without interruption, delay, vulnerability, or error; all defects or errors will be corrected; the Services will be compatible with every Third-Party Product, system, configuration, or environment; Customer will achieve any particular financial, operational, employment, compensation, compliance, or other result; information made available through the Services will satisfy Customer’s legal or regulatory obligations; or the Services will replace Customer’s professional judgment, internal controls, legal review, or decision-making responsibilities. Salary is not responsible for the accuracy, completeness, legality, or quality of Customer Data or for results affected by inaccurate, incomplete, untimely, or improperly configured Customer Data.

11.7 Customer’s purchase is based only on the commitments expressly included in the MSA. Customer acknowledges that its decision to purchase the Services is based on the MSA’s terms, and not marketing and sales materials, demonstrations, Salary’s website, product plans or roadmaps, anticipated release dates, and other statements about future functionality.

12. INDEMNIFICATION

12.1 Each party will defend and indemnify the other against the specified third-party claims allocated to it under this Section. A “Third-Party Claim” means a claim, demand, action, suit, or proceeding brought by a person or entity that is not a party to this MSA or an Affiliate of a party. Subject to the exclusions and procedures in this Section 12, the parties’ indemnification obligations are allocated as follows:

The indemnifying party will defend the applicable Third-Party Claim and indemnify the indemnified party against damages, judgments, settlements, penalties, and reasonable attorneys’ fees and costs that are finally awarded or included in a settlement approved in accordance with Section 12.3. The indemnified party includes its Affiliates, officers, directors, and employees.

12.2 Indemnification does not apply to claims caused by specified acts of the indemnified party. Salary has no obligation under Section 12.1 if a Third-Party Claim arises from: a modification of the Services made by anyone other than Salary; use of the Services outside the scope permitted by this MSA’s or applicable OF/SOWs; a combination of the Services with a product, service, process, data source, or technology not provided or approved by Salary, where the claim would not have arisen without that combination; Customer’s continued use of the affected Services after Salary notifies Customer to discontinue that use due to an actual or potential infringement claim; or Customer’s failure to implement a non-infringing modification, replacement, update, or workaround made available by Salary. Customer has no obligation under Section 12.1 to the extent a Third-Party Claim results directly from Salary’s breach of this MSA or the AI Terms.

12.3 The indemnifying party controls the defense and settlement of a covered Third-Party Claim. The party seeking indemnification must: promptly provide written notice of the Third-Party Claim; give the indemnifying party sole control over the defense and settlement of the Third-Party Claim; and provide reasonable information, authority, and cooperation requested by the indemnifying party, at the indemnifying party’s expense. A delay in providing notice relieves the indemnifying party of its obligations only to the extent the delay materially prejudices the defense of the Third-Party Claim. The indemnifying party may select counsel and control the defense strategy. The indemnified party may participate in the defense using counsel of its choice at its own expense. The indemnifying party must not settle a Third-Party Claim without the indemnified party’s prior written consent if the settlement: requires the indemnified party to admit fault or liability; requires the indemnified party to make a payment not covered by the indemnifying party; imposes a continuing obligation on the indemnified party; restricts the indemnified party’s business or activities; or does not provide the indemnified party with a complete release from the Third-Party Claim. The indemnifying party must not admit liability, settle the Third-Party Claim, or materially interfere with the defense without the indemnified party’s prior written consent.

12.4 Salary may modify, replace, license, suspend, or terminate affected Services to address an intellectual property claim. If the Services become, or Salary reasonably believes they are likely to become, subject to a Third-Party Claim alleging that the Services infringe or misappropriate third-party intellectual property rights, Salary may, at its option: obtain the right for Customer to continue using the affected Services; modify the affected Services so that they are no longer infringing while preserving materially equivalent functionality; replace the affected Services with a non-infringing alternative that provides materially equivalent functionality; suspend the affected functionality while Salary implements a commercially reasonable solution; or terminate the affected OF/SOW or the affected portion of the Services if Salary determines that no commercially reasonable alternative is available. If Salary terminates Services under this Section 12.4, Salary will refund prepaid fees allocable to the unused portion of the terminated Services beginning on the effective date of termination. Customer must reasonably cooperate with Salary’s efforts to mitigate or resolve the applicable claim, including by implementing a modification, replacement, update, or workaround provided by Salary.

12.5 This Section 12 provides the exclusive remedies for the Third-Party Claims it covers. This Section 12 provides the parties’ exclusive rights, obligations, and remedies for the Third-Party Claims it covers.

13. LIMITATION OF LIABILITY

“General Cap” means the Fees paid or payable by Customer under this MSA during the six months immediately preceding the first event giving rise to the applicable claim.

“Uncapped Claims” means Customer’s obligation to pay Fees and either party’s infringement or misappropriation of the other party’s intellectual property.

13.1 Mutual Liability Cap for Direct Damages.

(a) WITH THE EXCEPTION OF UNCAPPED CLAIMS, EACH PARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATING TO THIS MSA WILL NOT EXCEED THE GENERAL CAP.

(b) The General Cap: applies in the aggregate to all claims arising out of or relating to the MSA; applies collectively across all OFs and SOWs entered into under the MSA; applies collectively to Customer and all of its Affiliates and does not provide a separate cap for each Affiliate; applies collectively to Salary and its Affiliates; and applies regardless of whether liability arises in contract, tort, including negligence, strict liability, statute, or any other legal theory. Multiple claims, claimants, OFs, SOWs, or legal theories do not increase the liability cap or create separate liability caps.

13.2 Exclusion of Indirect Damages. EXCEPT FOR LIABILITY RELATED TO INFRINGEMENT OR MISAPPROPRIATION OF OTHER PARTY’S INTELLECTUAL PROPERTY, NEITHER PARTY IS LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF DATA, SYSTEM DELAYS OR INTERRUPTIONS, OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. These exclusions apply regardless of the legal theory asserted and even if the party was advised of, knew of, or reasonably could have foreseen the possibility of the applicable damages.

13.3 The limitations in Section 13 apply regardless of the statute or form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this MSA fails of its essential purpose. The limitations in this Section 13 survive expiration or termination and apply even if a limited or exclusive remedy fails of its essential purpose.

14. PUBLICITY AND MARKETING RIGHTS

Salary may identify Customer as a customer, and use Customer’s name, logo, and trademark on Salary’s website and promotional materials (in all forms of media), including case studies and survey participant lists.

15. GENERAL LEGAL TERMS

15.1 Notice. Salary will send legal notices to the email provided in an OF/SOW. Customer will send legal notices required under this MSA to notices@salary.com and to Customer’s Salary account contact. Legal notices are received the day after they are emailed. Billing, administrative, and other non-legal notices may be sent to the applicable billing, administrative, or account contact. Salary may rely on the most recent contact information provided by Customer and has no obligation to identify or locate an alternative contact if Customer’s contact information is outdated, a designated contact is no longer employed by Customer, or Customer’s systems block, filter, or otherwise prevent receipt of a communication. Salary may give general notice via Salary’s website or through the Service and will be deemed received upon posting on Salary’s website or through the Service.

15.2 Entire Agreement, Amendments, & Order of Precedence. This MSA, amendments, applicable OFs, SOWs, DPA, and AI Terms are the entire agreement of the parties and supersede all other written or oral discussions or negotiations. This MSA replaces in its entirety any Data Subscription Agreement or AI Data Subscription Agreement between the parties (the “Prior DSA”) effective as of the effective date of the first OF executed under this MSA. The parties may only amend the MSA/OF/SOW by a formal, written amendment signed by both parties. An email is not an amendment, even if both parties express a mutual consent to a change. Terms in any Customer procurement documents, policies, or similar documents, irrespective of when signed, do not amend the MSA or OF/SOW. The order of precedence is: (i) the DPA solely as it relates to personal data, (ii) the applicable OF/SOW, (iii) the applicable Product Terms solely with respect to the applicable Subscription Service, (iv) the AI Terms solely for AI Features, (v) any applicable MSA amendment, and (vi) the MSA.

15.3 Assignment & Successors. Neither party may assign this MSA or OF/SOW without the other party’s prior written consent, unless the assignment is made pursuant to a merger, consolidation, change of control, or sale of substantially all assets. If, however, such an assignment results in the MSA being assigned to a direct competitor of the non-assigning party, the non-assigning party may terminate the MSA and any affected OF/SOWs by providing written notice within 30 days after receiving notice of the assignment. This MSA binds and benefits the parties and their permitted successors and assigns.

15.4 Independent Parties. The parties are independent, not agents, partners, or joint venturers. Neither party has authority to bind the other party or incur an obligation on the other party’s behalf.

15.5 Choice of Law & Jurisdiction. This MSA and any related claims are governed by Delaware law, without regard to conflict of law principles. Both parties consent to the personal and exclusive jurisdiction of the federal and state courts of Wilmington, Delaware.

15.6 Force Majeure. No delay or failure to perform under this MSA (except a failure to timely pay Fees) is a breach if the delay or failure is attributable to acts of war, terrorism, hurricanes, earthquakes, pandemics, government action, utility failures, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes or cyberattacks not caused by the affected party’s failure to use commercially reasonable safeguards.

15.7 Waivers & Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this MSA is held invalid, illegal, or unenforceable, it will be will be modified to the minimum extent necessary; if it cannot be modified, it will be severed and the remainder will remain effective.

15.8 Insurance. The parties will maintain commercially reasonable insurance appropriate to its business.

The controlling language of this MSA is English. Any translation is provided for convenience only. The Services and related communications are provided in English.