CUSTOMER TERMS OF SERVICE

4.1. Customer Restrictions.

Customer shall not:

In addition, Customer agrees that it shall (a) only permit access to the Services by Users; (b) not (and shall not permit any User or third party to) access or use the Services from an embargoed nation or any other country/region that becomes an embargoed nation; and (c) use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws which, for clarity, includes laws governing the monitoring or recording of conversations ("Recording Laws")).

4.2. Customer Responsibilities.

4.3. Interview Coder Rights.

4.4. ARTIFICIAL INTELLIGENCE FEATURES.

The Services may include certain features, such as chatbot functionality, that use or leverage applications, software, products, or services provided by Interview Coder or third parties that utilize artificial intelligence related technology, including large language models, algorithms and models, and machine learning related technology (collectively, "AI Features"). Customer agrees that Customer is solely responsible for its use of AI Features. Customer acknowledges and agrees that Customer Data will be transmitted to and processed by such AI Features, that in response the AI Features may generate suggested text, information, analyses, results, content, recommendations, and other materials (collectively, "Output"), and that, given the probabilistic nature of artificial intelligence technology, the Output may be inaccurate or inappropriate in response to the input provided. Accordingly, all Output is provided "as is" and with "all faults", and Interview Coder makes no representations, warranties, or covenants of any kind or nature with respect to any of the AI Features or any Output, including with respect to accuracy, completeness, truthfulness, timeliness, or suitability. Customer agrees that all decisions made in reliance on any Output are made at Customer's own risk and that Interview Coder shall have no responsibility or liability arising therefrom. Customer agrees that the Output does not constitute medical, legal, accounting, or other advice of a certified or qualified professional. Customer is solely responsible for evaluating the accuracy, completeness, and suitability of the Output for Customer's use cases, and subjecting the Output to appropriate quality control procedures, including human review and verification. Customer acknowledges that other users of the Services or similar services may provide similar or identical input thereto and may receive Output that is similar or identical to that of Customer. Interview Coder does not claim ownership of any Output. Customer acknowledges and agrees that the use of AI Features, including the transmission of certain Customer Data to any third-party providers thereof, is an integral and necessary part of Interview Coder' delivery of the Services.

5.1. Fees.

Customer shall pay Interview Coder the applicable Fees for its Service Plan(s) and any undisputed Fees, in accordance with this Section, as set forth in an Order Form or as otherwise set forth on the Pricing Page. Customer agrees and understands that if Customer does not pay Interview Coder the Fees due for the Services within the agreed time period, Interview Coder reserves the right to suspend Customer's access and use of the Services until such Fees are paid as provided in Section 5.4. If Customer reasonably and in good faith believes that Interview Coder has billed Customer incorrectly, and reasonably and in good faith disputes the Fees billed to Customer, then Customer must contact Interview Coder no later than thirty (30) days after the invoice date on the invoice in which the error or problem appeared, in order to receive an adjustment or credit (if applicable). All Fees are non-refundable and non-creditable, except as expressly set forth in this Agreement.

5.2. Taxes.

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Interview Coder's income.

5.3. Payment.

Unless otherwise provided in an Order Form, Customer shall pay all Fees within thirty (30) days after the date of the invoice therefor. Customer shall make all payments hereunder in U.S. dollars. Customer shall make payments to the account specified in the applicable Order Form or such other account as Interview Coder may specify in writing from time to time. If Customer is paying Fees using a credit card or any digital payment method supported by Interview Coder, Customer authorizes Interview Coder to charge Customer's account for the Services using that payment method. Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid. If Customer notifies Interview Coder to stop using a previously designated payment method and fails to designate an alternative, Interview Coder may immediately suspend use and access to the Services. Any notice from Customer changing its billing account will not affect charges Interview Coder submits to Customer's billing account before Interview Coder reasonably can act on Customer's request. Interview Coder may use a third-party intermediary to manage credit card processing, and this intermediary is not permitted to use Customer's credit card information except in connection with Customer's authorized purchases. Notice (including email) from Interview Coder's third-party credit card processor declining Customer's credit card or otherwise relating to Customer's account will be deemed valid notice from Interview Coder.

5.4. Late Payment.

If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Interview Coder 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. If such failure continues for five (5) days following written notice thereof, Interview Coder may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer by reason of such suspension.

6.1. Mutual Warranty.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

6.2. Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, (A) ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER; (B) INTERVIEW CODER EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE; AND (C) INTERVIEW CODER MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS, AND MAKES NO WARRANTY THAT SERVICES WILL BE ERROR-FREE. FREE SERVICES AND PRO TIER SERVICES ARE PROVIDED "AS IS" AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

6.3. Beta Services.

Customer may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary in this Agreement or otherwise: (a) Beta Services may not be supported and may be changed or terminated at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security requirements, measures, and auditing as the Services; (d) Beta Services constitute Interview Coder's Confidential Information; and (e) BETA SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND INTERVIEW CODER'S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS (US $50).

7.1. Definition of Confidential Information.

As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in the Order Form hereunder), the Customer Data, the Interview Coder Materials, the Platform, Services, Documentation, and each party's respective business and marketing plans, technology and technical information, product designs, and business processes. The obligations in this Section shall not apply to any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without an obligation of confidentiality; (iii) was independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party; or (iv) is lawfully received from a third party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality.

7.2. Confidentiality.

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Either party may disclose Confidential Information to its personnel and agents who are subject to confidentiality obligations at least as restrictive as those of this Agreement. Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own confidential and proprietary information of like kind, but in no event less than a reasonable standard of care.

7.3. Compelled Disclosure.

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

7.4. Remedies.

If the Receiving Party breaches this Section, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts.

8.1. Automatic Renewal; Cancellation.

The term of this Agreement shall commence on the Effective Date and continue until all Order Forms entered into hereunder have expired or been terminated. Unless otherwise set forth in the applicable Order Form, each Subscription Term will automatically renew, unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the renewal. Unless otherwise provided for in the applicable Order Form, Interview Coder reserves the right to increase fees for any renewal terms. Customer authorizes Interview Coder to charge Customer's payment method on file or invoice Customer for each renewal until Customer cancels their subscription.

8.2. Termination for Material Breach.

Either party may terminate this Agreement (i) if the other party materially breaches any terms and conditions of this Agreement and does not cure such breach within thirty (30) days of receiving notice of such breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, this Agreement and any Order Form may be immediately terminated by Interview Coder in the event Customer has breached any obligation set forth in Section 4 and, in Interview Coder's determination, that breach cannot be adequately cured. If Customer terminates this Agreement for Interview Coder's uncured material breach, Interview Coder will refund Customer, on a pro-rated basis, any pre-paid Fees for any Services not received.

8.3. Effect of Termination.

Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer shall terminate immediately. The following provisions shall survive the termination of this Agreement and all Order Forms: Section 1 (Definitions), Section 2.2 (Interview Coder Ownership), Section 2.6 (Free Services), Section 3.1 (Customer Ownership), Section 3.2 (Authorization), Section 3.3 (Aggregate and De-Identified Data), Section 4 (Restrictions, Responsibilities and Rights), Section 5 (Fees; Payment Terms), Section 6.6 (Beta Services), Section 6.4 (Disclaimer of Warranties), Section 7 (Confidential Information), Section 8.3 (Effect of Termination), Section 9 (Indemnity), Section 10 (Limitation of Liability), and Section 11 (General Provisions). Interview Coder reserves the right to permanently delete any Customer Data following termination of the Agreement. Upon termination, Interview Coder shall also promptly delete any Customer Content upon Customer's written request. Any data deleted may remain in immutable electronic backups maintained by Interview Coder and used purely for backup, disaster recovery and data protection purposes.

9.1. Customer Indemnity.

Interview Coder will indemnify and hold Customer harmless from and against any third-party claim against Customer alleging that Customer's use of the Services as permitted hereunder infringe or misappropriate a third party's valid U.S. patent, copyright, trademark or trade secret. Interview Coder shall, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Interview Coder for such defense. If the Services, or parts thereof, become, or in Interview Coder's opinion may become, the subject of an infringement claim, Interview Coder may, at its option: (a) procure for Customer the right to continue using the Services as set forth herein; (b) replace or modify the Services to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Interview Coder, terminate this Agreement and refund Customer, on a pro-rated basis, any pre-paid Fees for any Services not received. This Section 9.1 states Interview Coder's entire liability and Customer's sole remedy with respect to any infringement of intellectual property rights by the Services or Interview Coder Materials.

9.2. Exceptions.

Interview Coder will have no liability or obligation under this Section with respect to any claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by Customer; (ii) modification of the Services by anyone other than Interview Coder or its authorized agents; (iii) the combination, operation, or use of the Services with other hardware or software not provided by Interview Coder or its authorized agents where the Services would not by itself be infringing; (iv) continued use of the allegedly infringing Service after being provided non-infringing alternative or after Interview Coder has terminated the Agreement in accordance with Section 9.1 above; (v) Customer Data; (vi) Customer Chosen Third-Party Products); or (vii) any breach of Customer's obligations under this Agreement. Notwithstanding anything to the contrary herein, Interview Coder shall have no obligation under this Section 9 with respect to Free Services or Pro Tier Services.

9.3. Interview Coder Indemnity.

Customer will indemnify and hold Interview Coder harmless from and against any third-party claim against Interview Coder that is subject to Section 9.2 above or arising from or related to (i) Customer's breach of Section 4.1 of this Agreement or (ii) any Customer Data or Customer's use of any Output.

9.4. Process.

The indemnification obligations in this Section shall be subject to the indemnified party: (i) promptly notifying the indemnifying party in writing upon receiving notice of any threat or claim of such action; (ii) giving the indemnifying party exclusive control and authority over the defense and/or settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability); and (iii) providing reasonable assistance requested by the indemnifying party, at the indemnifying party's expense.

11.1. Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

11.2. Notices.

Interview Coder may give general notices related to the Services that are applicable to all customers by email or through the Platform. All other notices required to be sent hereunder will be in writing and will be effective upon (i) personal delivery, or (ii) the second business day after mailing, in each case addressed as follows: if to Interview Coder at 520 Bryant St, San Francisco, California 94107 to the attention of Legal Department, and, if to Customer, to Customer's address on record in Interview Coder's account information, or to such other address or individual as the parties may specify from time to time by written notice to the other party.

11.3. Waiver and Cumulative Remedies.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.4. Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.

11.5. Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including any Order Forms), without the consent of the other party, to (i) an Affiliate; or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.6. Subcontractors.

Interview Coder may use third-party subcontractors who are subject to contractual obligations no less protective than those of this Agreement, as applicable. Interview Coder will remain responsible for their acts, omissions, and any subcontracted obligations.

11.7. Publicity.

Interview Coder may include Customer's name and logo on its website or in other marketing materials or channels solely to reference Customer as Interview Coder customer, subject to any trademark usage instructions provided to Interview Coder. All other uses of each other's name and any publicity shall require the prior written approval and consent of the other party.

11.8. Governing Law.

This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws rules.

11.9. Arbitration Agreement.

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in the State of Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The Rules will govern payment of all arbitration fees. For users of Free Services, Interview Coder may, in its sole discretion, pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. You shall have the right to opt out of the provisions of this Section by sending written notice of the decision to opt out to the address listed in Section 11.2 (Notices) postmarked within thirty (30) days of first accepting this Agreement. Customer must include (i) its name and residence address, (ii) the email address and/or telephone number associated with its account, and (iii) a clear statement that it wants to opt out of this arbitration agreement.

THE PARTIES WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. In the event the arbitration agreement does not apply, and the parties agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in the State of Delaware.

11.10. Force Majeure.

Except for payment obligations, neither party shall be liable for delay or non-performance of its obligations hereunder (or part thereof) if the cause of delay or non-performance is due to a Force Majeure Event. The party affected shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). The party affected shall promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event.

11.11. No Third Party Beneficiaries.

The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.

11.12. Export Control.

The Services, Interview Coder technology and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not, and shall not permit Users to, access or use the Services in violation of any U.S. export law or regulation.

11.13. Entire Agreement.

This Agreement, including all exhibits and addenda hereto and all Order Forms and SOWs, sets forth the entire agreement of the parties and supersedes and replaces all prior or contemporaneous writings, negotiations and discussions, whether written or oral, with respect to its subject matter. Neither party has relied upon any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in this Agreement. Interview Coder reserves the right to modify the terms and conditions of this Agreement, at its sole discretion, effective upon the commencement of any renewal subscription term. You are responsible for regularly reviewing this Agreement for updates. CONTINUED USE OF THE SERVICES AFTER ANY SUCH CHANGES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES. If Interview Coder modifies this Agreement during Customer's subscription term, and Customer objects to the updated agreement, as Customer's exclusive remedy, Customer may choose to terminate this Agreement prior to the next renewal term and cease using the Services. Notwithstanding any language to the contrary therein, no terms or conditions set forth on any Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.