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SALARY.AI Data Subscription Agreement

Last Updated: September 5, 2025

This Salary.ai Data Subscription Agreement (the “Agreement”) constitutes a legal contract between Salary.com, LLC (“Salary”), which provides Salary.ai+ and the Salary.com Compensation AI Suite through salary.ai, companalyst.salary.com, and salary.com (collectively, “Salary.ai”) and you, the person or entity registering for, accessing, or using Salary.ai (“You” or “Customer”). By registering for an account to use Salary.ai, You acknowledge that You have read, understood, and agree to be bound by this Agreement. If You do not agree to this Agreement, You may not use Salary.ai. If you access or use Salary.ai using credentials assigned to or belonging to another person, you are still agreeing to, and bound by, this Agreement.

If You are registering for, accessing, or using Salary.ai on behalf of, for the benefit of, or as an agent or representative of, a company or organization, such as Your employer, You expressly are also binding Your company or organization (“Your Organization”) to this Agreement. In that case, “Customer” means You and Your Organization. You represent and warrant that You have the authority to agree to this Agreement on behalf of Your Organization and to bind Your Organization to the obligations set forth in these terms. If You lack the authority to agree to this Agreement on behalf of Your Organization and to bind Your Organization, You may not register for, access, or use Salary.ai.

Salary reserves the right to amend, revise, or modify this Agreement at any time. All changes will be posted on salary.com and, in such event, Salary will update the “Last Updated” date above. Please be sure to review any changes made to this Agreement by occasionally checking this page for updates. Your continued use of Salary.ai will constitute Your and Your Organization’s agreement to such updated Agreement.

This Agreement is in addition to any other agreement between Customer and Salary that does not relate to Salary.ai, and this Agreement does not replace or supersede any such additional or other agreements.

1. SOFTWARE SERVICE

Subject to this Agreement, Salary will provide Customer with access to use Salary.ai during the Subscription Term only (as Subscription Term is defined below). Through Salary.ai, Salary may also provide Customer with access to various compensation, HR, and/or other information or data (the “Salary Data”) which Customer may only use solely and exclusively for its own internal purposes.

2. Use of Service

2.1 Customer Data

All data and information uploaded or otherwise submitted into Salary.ai by Customer (“Customer Data”) will remain the property of Customer, including any inputs submitted into the Salary.ai chatbot (“Prompts”). However, by submitting Prompts into the Salary.ai chatbot, Customer grants Salary and its third-party partners unrestricted, perpetual license and permission to use the Prompts, any content generated by Salary.ai based upon a Prompt (“AI Output”), and any related content in connection with the operation of its business (including, without limitation, other services offered by Salary), including, without limitation, license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, create derivative works of, edit, translate and reformat the Prompts, AI Outputs, and related content; and the right to sublicense such rights including without limitation to any supplier of the Salary.ai chatbot (or any supplier of Salary.ai’s foundation, backbone, and base models). Customer’s use of Salary.ai does not grant Customer any ownership rights in any underlying technologies, intellectual property, or other data that comprise or support Salary.ai. No compensation will be paid with respect to the use of Customer’s content, as provided herein. Salary is under no obligation to post or use any content Customer may provide, and Customer may remove any content at any time in its sole discretion. Customer grants Salary the right to use, modify, and anonymize and aggregate Customer Data for purposes including, but not limited to, providing aggregated and anonymized compensation analysis and information. Such aggregated and anonymized information (“Anonymous Data”) is, and is deemed to be, Salary Data and is, and is deemed to be, excluded from Customer Data.

Customer represents and warrants to Salary that it has full power and authority to enter into the Agreement and to convey all rights granted to Salary under the Agreement, including all rights in and to the Customer Data, Prompts, and AI Output.

2.2 Access and Usage

Customer may allow its employees and their third parties to access Salary.ai and any data contained therein in compliance with the terms of the Agreement, which access must be for the sole and exclusive benefit of Customer. Customer is responsible for the compliance with the Agreement by its employees and their third parties. Customer is responsible for access and use of Salary Data. If another person uses credentials assigned to or belonging to Customer to access and/or use Salary.ai, Customer is responsible, on a joint and several basis, for the activity of that other person. Accordingly, Customer agrees to defend, indemnify, and hold harmless Salary from and against any and all loss, damage, or liability incurred by Salary as a result of a breach by Customer or any other party with whom Customer has shared Salary Data as permitted under this Agreement.

Customer represents that Customer is registering for, accessing, or using Salary.ai for the sole and exclusive purposes as authorized in this Agreement. Customer shall ensure that its employees understand that their access to, and use of, Salary.ai is at all times subject to this Agreement and that the individual employees are personally bound by it.

Salary Data cannot be shared with any third parties for any reason whatsoever without first securing a non-disclosure agreement among Customer, the third party, and Salary and that is satisfactory to Salary. Click here for a downloadable copy of the required NDA. Salary Data may not be used for any other purpose including, without limitation, any purpose which may result in the development and provision of products or services competitive to Salary, the disparagement of Salary’s reputation, or injury to Salary in its business or public affairs. If Customer is using Salary Data on behalf of a third party other than Your Organization, or is a consultant, a software services provider or a consulting firm (collectively, “Consultant”), Customer’s use is further bound by the terms of Section 2.4 (Customer Responsibilities, if Consultant).

2.3 Customer Responsibilities

Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in Salary.ai; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Salary promptly of any such unauthorized access; and (iv) may use Salary.ai only in accordance with Salary.ai’s technical documentation and applicable law. In addition, Customer acknowledges that artificial intelligence software and solutions, including Salary.ai, rely upon statistical and mathematical processes that are inherently inaccurate and that can result in errors, fabrications, inaccuracies, or erroneous conclusions in AI Output or other content, output, and results. For clarity and without limiting the generality of the foregoing, AI Output may present information that appears authoritative but is not factual or true. Customer agrees that it is the sole responsibility of Customer to identify and correct errors, fabrications, inaccuracies, and erroneous conclusions before using and/or relying on AI Output or other content, results, or output from Salary.ai and further that Salary disclaims any, and shall have no, responsibility or liability for any such errors, fabrications, inaccuracies, or erroneous conclusions.

Customer also must not host any Salary Data, such as a survey, in a third party’s software without first having in place and signed by the third party, Customer, and Salary, a Non-Disclosure Agreement in a form that is satisfactory to Salary.

By including Personal Data in a Prompt, Customer represents, warrants, and covenants that (a) it has the right and authority to use and disclose such Personal Data to Salary and/or Salary.ai and (b) Salary and/or Salary.ai may use and disclose such Personal Data as described herein or in the written documentation for Salary.ai that Salary makes available. Salary reserves its right to update or amend such written documentation from time to time. “Personal Data” shall have the same meaning as in the Data Processing Addendum located at www.salary.com/legal/dpa. If Customer cannot make that representation, warranty, and covenant for any Personal Data, then Customer may not include Personal Data in a Prompt.

2.4 Customer Responsibilities, if Consultant

As a Consultant, Customer may:

  1. Use Salary.ai to provide data or analytics to a single consulting client with whom Customer is working on a single compensation project with.

  2. Download and/or export insignificant parts of Salary Data for use with a single consulting client at one time.

  3. Transfer Salary Data to a single consulting client so long as a) such client agrees to abide by the same terms and conditions contained within this Agreement and b) such client adheres to the same level of privacy protection and other rights afforded by this Agreement.

  4. The rights above are further conditioned upon and granted to Customer upon Customer’s agreement to use only insignificant parts of the Salary Data.

Salary has the right at any time to ask for and receive within 30 days of its request a full and complete report from Customer describing all third parties including consulting clients with access to Salary Data and/or Surveys and for Salary to conduct an audit (at Salary’s sole expense) of Customer’s records to ensure compliance with the terms of this Agreement. Should an audit not be permitted, then it is assumed that such third party is acting in violation of the terms of this Agreement.

As a Consultant, Customer may not:

  1. Share any Salary Data with any third parties other than for a single consulting client with whom Customer is working on a single compensation project. Customer also will defend, indemnify, and hold Salary (and Salary’s officers, directors, employees, agents, and affiliates) harmless, at Customer’s expense (including costs, damages, and attorney’s fees), from and against any third-party claim, suit, fine, action, or allegation based upon or arising from, directly or indirectly, Customer’s breach of these terms or Customer’s misappropriation of Salary Data.

  2. Allow access to Salary.ai or any Salary Data to individuals not having an explicit need to know and who agree in writing to the terms of this Agreement.

  3. Pay the non-Consultant price for a survey or a set of surveys purchased from Salary.

  4. Copy, cut and paste, email, broadcast, adapt, edit, re-utilize, reproduce, disseminate, reverse engineer, sell, extract, paraphrase, or create any derivative works or derive compensation methodologies or processes based on Salary Data for any reason whatsoever for use with or by means of using other analytics or artificial intelligence environments. If Customer becomes aware of scraping or any other automated collection of data found on the website in violation of these terms Customer must immediately report any and all such violations via email to legal@salary.com. In the event that such a report is found to be materially accurate, the reporting individual shall be entitled to 30% of any settlement reached in such a case.

2.5 Customer Responsibilities, if outside the United States

If Customer resides or is located outside of the United States or is organized under the laws of a country other than the United States, Customer agrees to (i) refrain from making Salary.ai or AI Output available to a covered person as defined in 28 C.F.R. § 202.211 and (ii) comply with the Cybersecurity and Infrastructure Agency Security (“CISA”) Requirements for Restricted Transactions E.O. 14117 Implementation, January 2025 or such successor security requirements as CISA may adopt, promulgate, or publish or that may be specified in 28 C.F.R. § 202.248.

2.6 [Reserved]

2.7 Safeguards

Salary will take commercially appropriate and reasonable physical, technical, and administrative measures to safeguard, protect, and secure Salary.ai and Customer Data. This Agreement shall incorporate by reference the Data Processing Addendum located at www.salary.com/legal/dpa, which sets forth the agreement and respective obligations of the Parties with respect to the processing of Personal Data which may be included in Customer Data transferred to Salary under this Agreement. For purposes of this Agreement, any references to Salary’s Data Subscription Agreement in the Data Processing Addendum shall be read as referring to this Agreement, mutatis mutandis. In addition, subject to Section 2.8 (Internal AI Representations, Embeddings, and Outputs), Salary will use Customer Data only in accordance with the Agreement and, to the extent Customer Data includes Personal Data, Salary’s Privacy Policy located at www.salary.com/legal/pp/ (the “Privacy Policy”).

Salary.ai may block Prompts that violate this Agreement, or that are likely to lead to the creation of material that violates this Agreement. Prompts or AI Output that violate this Agreement may be restricted or removed. Abuse of Salary.ai, such as repeated attempts to produce prohibited content or other violations of this Agreement, constitutes a material breach of this Agreement.

2.8 Internal AI Representations, Embeddings, and Outputs

Any Prompts provided to or processed by the Salary.ai chatbot may be retained, analyzed, or otherwise incorporated into the internal representations, embeddings, or outputs of Salary.ai or any of its foundation, backbone, or base models, based upon the nature of large language models (LLM), transformers, neural networks, and similar artificial intelligence systems. Due to the nature of such systems, Prompts or AI Outputs may influence future outputs or responses generated by Salary.ai (or, potentially, any of its foundation, backbone, or base models), and that complete isolation or deletion of a Prompt from Salary.ai may not be technically feasible. Customer therefore acknowledges the foregoing and acknowledges and agrees that such retention, analysis, incorporation, or influence is not a violation of Salary’s obligations under this Agreement (or any other agreement between Customer and Salary).

3. SALARY PROPERTY

The software, all Salary provided data, workflow processes, user interface, designs, and other technologies and data provided to Customer by Salary, including Salary.ai and Salary Data, are the proprietary property of Salary and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with Salary (or its licensors as the case may be). Customer may not remove or modify any proprietary marking or restrictive legends in Salary.ai or any Salary service or product. Salary reserves all rights unless expressly granted in the Agreement. The Agreement does not grant Customer any ownership rights in or to Salary.ai or Salary Data.

4. USE RESTRICTIONS

4.1 Prohibited Data

Customer agrees not to use Salary.ai to store, transmit, process, or otherwise handle (i) infringing material, unsolicited marketing emails, libelous material, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights, and (ii) social security numbers, passport numbers, driver’s license or other government identification numbers, physical or mental health information or other information subject to the Health Insurance Portability and Accountability Act or similar legislation, personal financial account information, debit or credit card numbers, or other information subject to the Gramm-Leach-Bliley Act or similar legislation, or any Special Categories of Data under applicable EEA data protection regulations (combined, “Prohibited Data”). Customer Data and Confidential Information expressly exclude Prohibited Data. Salary disclaims all liability arising from or related to the Prohibited Data, and Customer accepts and agrees to such disclaimer and to indemnify and hold harmless Salary from any or all any liability arising from or related to the Prohibited Data.

4.2 Prohibited Use

Customer agrees that it will not (i) commercially exploit, including, but not limited to, selling, reselling, renting, leasing, lending, providing, commercially exploiting, or making available Salary.ai or the Salary Data to a third party or use Salary Data in a service provider capacity or make them available to third parties; (ii) store any Salary Data in an archive, library, or any other storage mechanism; (ii) interfere with or disrupt the integrity or performance of Salary.ai or use Salary.ai or Salary Data in violation of applicable law; (iii) attempt to gain unauthorized access to Salary.ai or its related systems or networks; (iv) reverse engineer Salary.ai; (v) aggregate or in any way use Salary Data for machine learning or artificial intelligence purposes; (vi) upload to Salary.ai or use Salary.ai in conjunction with any viruses, worms, malware, spyware, or other malicious or harmful files, programs, code, or similar material; or (vii) access Salary.ai or the Salary Data for purposes of sharing with a competitor of Salary or to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.

Customer may not copy, cut and paste, email, broadcast, adapt, edit, re-utilize, reproduce, disseminate, reverse engineer, sell, extract, paraphrase, or create any derivative works based on the Salary Data for any reason whatsoever including, but not limited to, other analytics or artificial intelligence environments. Customer also agrees not to provide access to Salary Data to anyone else other than Customer’s employees who have an explicit need to know or use such Salary Data. If Customer becomes aware of scraping or any other automated or bulk collection of data found on the website in violation of these terms Customer must immediately report any and all such violations via email to legal@salary.com. In the event that such a report is found to be materially accurate, the reporting individual shall be entitled to 30% of any settlement reached in such a case.

Salary monitors exports and downloads from Salary.ai and will not hesitate to take aggressive legal and/or other action including blocking all IP addresses, without prior notification, against those individuals and/or IP addresses used to take such illegal action, in the event that any inappropriate or unusual download activity is detected. While non-systematic downloading of insubstantial parts of Salary Data are acceptable, bulk and/or systematic downloads including, but not limited to, downloading of the entire Salary Data database and/or an aggregated data set for commercial machine learning purposes, are not allowed. All data found on the site including, but not limited to, Salary Data and job descriptions are the intellectual property of Salary. While certain forms of some data found on the site may be found in the public domain, any misuse of any data found on the site in violation of this Agreement is subject to damages including, but not limited to, $2,000 per each copyrighted data point (which includes Salary Data including, but not limited to, job titles, pay ranges, job descriptions and geographical information excluding Survey Data) used in violation of applicable copyright law as well as attorney fees and costs and in addition to any and all other penalties or fines available under copyright or other applicable law.

4.3 Prohibited Conduct

Customer agrees that it will not (i) engage in activity that is harmful to Customer or others; (ii) attempt to create or share content that could be used to harass, bully, abuse, threaten, or intimidate other individuals, or otherwise cause harm to individuals, organizations, or society; (iii) engage in activity that is harmful to Salary.ai, including bot scraping behaviors, technical attacks, excess usage, prompt-based manipulation, “jailbreaking,” and other off-platform abuses; (iv) engage in activity that violates, or could violate, the privacy of others; (v) engage in activity that is fraudulent, false, or misleading; (vi) attempt to create or share AI Output that could mislead or deceive others, including for example creation of disinformation, content enabling fraud, or deceptive impersonation; (vii) infringe on the rights of others, such as intellectual property or publicity rights; (viii) use Salary.ai to create or share inappropriate content or material; (ix) do anything illegal; or (x) encourage, facilitate, or promote any illegal activity.

5. PAYMENT

5.1 General Payment

Customer must pay all fees based on the payment terms specified on the order or at sign up, as applicable. If no payment terms are specified on the order, all fees are due upon receipt of an invoice. Fees specified on the order are exclusive of taxes which will be charged as applicable. Customer is responsible for the payment of all sales, use, withholding, VAT, and other similar taxes applicable to Customer’s purchase of Salary.ai. All payment obligations are non-cancelable and non-refundable except as expressly specified in the Agreement. Unless otherwise specified in the applicable order, all fees shall be invoiced in advance of the applicable billing period and are due and payable immediately upon receipt of the applicable invoice. Invoices will be sent to the email address provided to Salary and will be deemed received upon being sent by Salary. Upon termination of the Agreement for any reason, except for termination by Customer for material breach, Customer must pay Salary for any unpaid amounts through the remainder of the Subscription Term (as such term is defined below). Salary may suspend and/or terminate the order and/or any service provided by Salary to Customer (including but not limited to Salary.ai) if an invoice is more than 15 days past due. Unless expressly set forth otherwise, all amounts are in USD.

5.2 Additional Fees

Where FTE Limits are indicated, Customer represents and warrants that its number of full-time employees (“FTEs”) is less than or equal to the FTE Limit indicated in the applicable order. Customer agrees that it will promptly notify Salary if its actual number of FTEs increases above the FTE Limit indicated in the applicable order and that Salary may monitor its use of Salary.ai in order to evaluate Customer’s number of FTEs. Upon request, Customer must provide a report of its current FTE count. In the event that Customer’s number of FTEs exceeds the FTE Limit indicated in the applicable order, Salary will increase Customer’s FTE Limit to the next appropriate FTE Limit tier and charge Customer a corresponding fee for such increased FTE Limit and Customer agrees to pay such fee. Customer cannot downgrade or decrease the FTE Limit associated with its subscription to Salary.ai at any time during a Subscription Term.

5.3 Collections

In the event Customer fails to pay any fee, charge, or other bill when due, Customer agrees that Salary may use a third-party collection agency to collect such past-due amounts (as well as any other fees, charges, or other bills that may be due) and Customer agrees to pay Salary its reasonable collection costs.

6. TERM AND TERMINATION

6.1 Term

The term of the Agreement will commence on the Subscription Start Date and expire on the Subscription End Date as specified in this Agreement or in the applicable order or as indicated in the website purchase or transaction (such period, the “Subscription Term”) and cannot be cancelled or otherwise terminated prior to the conclusion of the Subscription Term.

6.2 Renewal

Unless either party provides the other party with notice of its intent to not renew Salary.ai (the “Notice of Non-Renewal”) at least sixty (60) days prior to the end of the Subscription Term (or as otherwise specified in the applicable order), upon conclusion of the Subscription Term, the order will automatically renew for the Renewal Term specified in the order or, if no Renewal Term is specified, for 12 months. During any renewal term the renewal price will be an increase by up to 5% above the applicable pricing in the prior term unless Salary provides Customer notice of different pricing at least 60 days prior to the applicable renewal term. Customer must send any Notice of Non-Renewal to Salary at billing@salary.com; notice of Customer’s intent to not renew Salary.ai sent otherwise shall be invalid and have no effect. In the event that a Customer’s Subscription Term ends, but is in the process of renewing its agreement, unless the agreement is terminated at Salary’s sole discretion, such a Customer contract shall be automatically extended on a month to month basis for continued access until such renewal agreement is completed and executed by both parties.

6.3 Termination for Material Breach

If either party is in material breach, the other party may terminate this Agreement or the applicable order at the end of a written 30-day notice/cure period, if the breach has not been cured by the expiration of such notice/cure period. In the event that Salary terminates an order or this Agreement in accordance with this paragraph, Customer will promptly pay all unpaid fees through the end of the Subscription Term.

6.4 Return Salary Property Upon Termination

Upon termination of this Agreement for any reason, Customer must destroy or return all property of Salary, including all Salary Data and will, upon Salary’s request, confirm in writing its compliance with this destruction or return requirement.

6.5 Suspension for Violations

Salary may suspend Salary.ai or remove the applicable Customer Data, or both, if it in good faith believes that, as part of accessing or using Salary.ai, Customer has violated a law or is in breach of the Agreement. Salary will attempt to contact Customer prior to suspension under this paragraph.

7. MUTUAL CONFIDENTIALITY

7.1 Definition of Confidential Information

Confidential Information means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), 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 and the circumstances of disclosure (“Confidential Information”). Salary’s Confidential Information includes without limitation Salary.ai, its user interface design and layout, pricing information about Salary.ai, and all Salary Data. Customer’s Confidential Information includes without limitation Customer Data.

7.2 Protection of Confidential Information

The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of a similar nature (but in no event less than reasonable care). Recipient agrees not to disclose or use any Confidential Information of the Discloser for any purpose except as permitted by the Agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of the Discloser to those of its employees and third parties who need such access in order to deliver Salary.ai and who are bound by confidentiality obligations no less restrictive than the confidentiality terms of this Agreement.

7.3 Exclusions

Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was or becomes known to the Recipient without, to Recipient’s reasonable knowledge, breach of any obligation owed to the Discloser, or (iii) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will, to the extent not prohibited by law, provide Discloser with reasonable advance notice in order to allow Discloser, at Discloser’s expense, an opportunity to seek a protective order.

8. NOTICE

Except as otherwise specified in the Agreement, any notice required to be sent under the Agreement must be sent as specified below.

Notice to Salary

Salary.com, LLC

Attn: Legal Department

610 Lincoln St. North, Suite # 200

Waltham, MA 02451

With a copy to billing@salary.com and legal@salary.com

Notice to Customer

Customer’s address as provided in Salary’s account information for Customer. Customer agrees that it is Customer’s responsibility to keep its contact and billing information with Salary up to date. 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. Salary may also provide email notice to the email address in Salary’s account information for Customer and will be deemed received upon being sent by Salary.

9. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SALARY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WHILE SALARY TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE SALARY.AI, SALARY DOES NOT GUARANTEE THAT SALARY.AI CANNOT BE COMPROMISED NOR THAT IT IS FREE OF VIRUSES OR MALICIOUS CODE. CUSTOMER UNDERSTANDS THAT SALARY.AI AND SALARY DATA MAY NOT BE ERROR FREE, AND ACCESS TO OR USE OF SALARY.AI MAY BE INTERRUPTED. THOUGH SALARY TAKES REASONABLE STATISTICAL AND OTHER REASONABLE MEASURES TO ENSURE THE DATA IS ACCURATE AND REPRESENTATIVE, IT CANNOT AND DOES NOT GUARANTY THAT THE SALARY DATA OR SALARY.AI IS ACCURATE OR REPRESENTATIVE. THE SERVICE, SALARY.AI, AND SALARY DATA IS PROVIDED “AS IS.”

CUSTOMER ACKNOWLEDGES THAT SALARY.AI RELIES UPON, AND OPERATES USING, ARTIFICIAL INTELLIGENCE FEATURES (INCLUDING GENERATIVE ARTIFICIAL INTELLIGENCE), AND SALARY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF SALARY.AI OR ITS OUTPUT. SALARY WILL HAVE NO LIABILITY ARISING FROM CUSTOMER’S USE OF SALARY.AI OR ANY ERRORS OR OMISSIONS CONTAINED IN OR RELATED IN ANY WAY TO SALARY.AI’S OUTPUT.

SALARY DOES NOT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND THAT ANY MATERIAL CREATED BY SALARY.AI (INCLUDING, BUT NOT LIMITED TO, THE AI OUTPUT) DOES NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY IN ANY SUBSEQUENT USE OF THE CONTENT CUSTOMER MAY USE (INCLUDING, BUT NOT LIMITED TO, COPYRIGHT, TRADEMARK, RIGHTS OF PRIVACY AND PUBLICITY, AND DEFAMATION). CUSTOMER MAY USE ANY CONTENT FROM SALARY.AI ONLY IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH HEREIN AND APPLICABLE LAW AND SUBJECT TO ANY THIRD-PARTY RIGHTS.

10. PRODUCT SPECIFIC TERMS

Salary offers a variety of products and services, some of which require additional terms specific to the relevant product or service. This clause sets forth additional terms that apply to Customer’s use of the specified product(s) and service(s) and, in the event of a conflict between this clause (including the sub-clauses below) and any other clause of this Agreement, the applicable clause below will control.

10.1 Free Services

This clause will apply so long as Salary makes available to Customer access to and use of Salary.ai free of charge including, but not limited to, free trials of Salary.ai (a “Free Service”). Customer agrees that (i) all Free Services and related material are provided “as is” and without warranty of any kind, (ii) Salary may suspend, limit, modify, or terminate any Free Service for any reason at any time without notice, and (iii) SALARY WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND RELATED TO OR ARISING FROM A FREE SERVICE. Notwithstanding anything to the contrary herein, Salary has no obligation to maintain or return any data provided to Salary as part of the Free Services. If Salary is determined to have any liability arising from or related to any Free Services, such liability (whether in contract, tort, or otherwise) will not exceed $100.

10.2 Alpha and Beta Services

This clause will apply to Customer’s use of any alpha and beta version of Salary.ai (the “Alpha/Beta Services”). Customer agrees that (i) the Alpha/Beta Services and related material are provided “as is” and without warranty of any kind, (ii) Salary may suspend, limit, modify, or terminate the Alpha/Beta Services for any reason at any time without notice, and (iii) SALARY WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND RELATED TO OR ARISING FROM THE ALPHA/BETA SERVICES. Customer may be required to provide feedback to Salary about the Alpha/Beta Services and Customer agrees that Salary will own all rights to use and incorporate Customer’s feedback into Salary’s products and service without payment or attribution to Participant. Notwithstanding anything to the contrary herein, Salary has no obligation to maintain or return any data provided to Salary as part of the Alpha/Beta Services. If Salary is determined to have any liability arising from or related to the Alpha/Beta Services, such liability (whether in contract, tort or otherwise) will not exceed $100.

10.3 Big Data, AI, Machine Learning and Analytics Vendors

If Customer generally has operated in the past as a vendor or currently has product and services offerings in the Big Data, AI, Machine Learning or Analytics areas, Customer must have in place a non-disclosure agreement with Salary.com. A copy of the NDA can be requested from Salary.com LLC. Furthermore, Customer may not copy, cut and paste, email, broadcast, adapt, edit, re-utilize, reproduce, disseminate, reverse engineer, sell, extract, paraphrase, or create any derivative works and/or derive data or compensation methodologies based on the Salary Data for any reason whatsoever including, but not limited to, use with or in other analytics or artificial intelligence environments.

11. INDEMNITY

11.1 By Salary

Salary will defend, indemnify, and hold Customer (and Customer’s officers, directors, employees, agents, and affiliates) harmless, at Salary’s expense (including costs, damages, and reasonable attorney’s fees), from and against any third-party claim against Customer to the extent that such claim directly results from Salary Data violating a valid United States copyright or trademark, so long as Customer promptly notifies Salary of the claim in writing, cooperates with Salary in the defense, and allows Salary to solely control the defense or settlement of the claim provided that Salary will not (without Customer’s prior written consent) accept any related settlement that requires Customer to make an admission or imposes any obligation, restriction, or liability on Customer that is not covered by this indemnification. Process: If such a claim appears likely, then Salary may modify the Salary Data, procure the necessary rights, or replace it with the functional equivalent. If Salary determines that none of these are reasonably available, then Salary may terminate the applicable order and refund any prepaid and unused fees. Exclusions: Salary has no obligation for any claim arising from Salary’s use of Customer Data in accordance with this Agreement, Customer’s use of Customer Data or items, data, or materials not provided by Salary. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND SALARY’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

11.2 By Customer

Customer will defend, indemnify, and hold harmless Salary (and Salary’s officers, directors, employees, agents, and affiliates), at Customer’s expense (including costs, damages, and attorney’s fees), from and against any loss, claim, suit, fine, action, or allegation based upon or arising from, directly or indirectly (i) Customer’s Customer Data, (ii) Prohibited Data, (iii) Customer’s breach of this Agreement, (iv) Customer’s misappropriation of Salary Data, (v) Customer’s use of Salary.ai, (vi) Customer’s use of AI Output, (vii) Customer’s violation of applicable law, or (viii) any retention, analysis, incorporation, or influence of a Prompt or AI Output in, on, or into Salary.ai or any of its foundation, backbone, or base models, based upon the nature of large language models (LLM), transformers, neural networks, and similar artificial intelligence systems. For clarity, a customer completing an onward transfer of Salary Data to a third-party vendor or customer (“Third-Party Recipient”) who then violates the terms of this agreement is jointly and severally financially and legally responsible for the actions of that Third-Party Recipient. Salary has no obligation to prove that, upon multiple customers providing access to the same datasets to a Third-Party Recipient, that the access to the data being provided by any one customer is the sole source of intellectual property violations. Process: Salary will promptly notify Customer in writing of the claim and allow Customer to control, and will cooperate with Customer in, the defense and any related settlement; provided that Customer will not (without Salary’s prior written consent) accept any related settlement that requires Salary to make an admission or imposes any obligation, restriction, or liability on Salary that is not covered by this indemnification.

12. LIABILITY LIMIT

12.1 EXCLUSION OF INDIRECT DAMAGES

Salary will not be liable for any indirect, special, incidental, or consequential damages arising out of or related to the Agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss.

12.2 TOTAL LIMIT ON LIABILITY

Except for liability arising from or related to either party’s obligations under Section 11 (Indemnity), Customer’s payment obligations, or Customer’s misappropriation or unauthorized disclosure of Salary Data, each party’s total liability arising out of or related to the Agreement (whether in contract, tort or otherwise) will not exceed the amount paid by Customer within the 12-month period prior to the event that gave rise to the liability; provided that Salary’s total liability arising from its indemnification obligations herein will not exceed $100,000.

12.3 LIMITATIONS BY LAW

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; as such, the above limitations or exclusions shall apply to the maximum extent permitted by law. Customer may have additional rights under local law.

13. GOVERNING LAW AND FORUM

13.1 Governing Law

The Agreement is governed by the laws of the Commonwealth of Massachusetts (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of the Agreement.

13.2 Forum

Any suit or legal proceeding must be exclusively brought in the federal or state courts with jurisdiction over Middlesex County, Massachusetts, and Customer submits to this personal jurisdiction and venue. Customer waives any defenses as to forum or venue, including, but not limited to, personal jurisdiction and forum non conveniens, and agrees that if a suit or legal proceeding is brought in another forum, to reasonably cooperate to have such suit or legal proceeding transferred to, or dismissed and refiled in, a federal or state court with jurisdiction over Middlesex County, Massachusetts.

14. ENTIRE AGREEMENT AND CHANGES

14.1 Entire Agreement

The Agreement constitutes the entire agreement between the parties concerning registration for, access to, and use of Salary.ai and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in the Agreement. No representation, promise, or inducement not included in the Agreement is binding. Without limiting the generality of the foregoing, for clarity and the avoidance of doubt, if Customer and Salary are parties to any other agreement concerning services provided by Salary other than Salary.ai, this Agreement does not displace that other agreement as to those services provided by Salary that are not Salary.ai.

14.2 Updates

Salary may update or change any part of this Agreement at any time. If Salary updates or changes any part of this Agreement, Salary will inform Customer through a notification within the Service, Salary.ai, or updating the “Last Updated” date above. The updated or changed Agreement will be effective and binding upon Customer immediately.

14.3 Objections to Updates

If Customer provides Salary with written notice to billing@salary.com that Customer objects to the updated or otherwise modified terms within 30 days after the terms of this Agreement are updated or otherwise modified, the remainder of Customer’s then-current Subscription Term will be governed by the version of the Agreement terms then in effect immediately preceding the objectionable version. For clarity, any renewal or subsequent Subscription Term will be governed by the version of the terms of the Agreement available at the time of such renewal or subsequent Subscription Term.

14.4 Amendment; No Waiver

Except as otherwise specified herein, no modification of the Agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.

15. OTHER TERMS

15.1 Press Releases

Customer agrees to allow use of Customer’s name and logo by Salary in press releases and in discussions with Salary customers, prospective customers, and industry/financial analysts and to permit inclusion of Customer’s name and logo on Salary’s websites, customer lists, sales and marketing materials and related disclosures.

15.2 No Assignment

Neither party may assign or transfer the Agreement to a third party, except that the Agreement may be assigned, without the consent of the other party, to a party’s affiliates or as part of a merger, change in control, or sale of all or substantially all the assets of a party, so long as such successor is not a competitor of the other party. In the event that such assignment is to a competitor of the non-assigning party, then the non-assigning party may terminate immediately upon written notice. In the event that any assignment or transfer of the Agreement results in an increased number of FTE, Salary may, in accordance with Section 5.2 (Additional Fees), charge Customer for the increased number of FTEs and Customer agrees to pay such charge.

15.3 Compliance with Law

Customer agrees that Salary may disclose any information necessary to satisfy any applicable legal process, court order, governmental request, law, or regulation. Customer agrees that it will comply with all applicable laws in the course of Customer’s access to or use of Salary.ai. Customer further agrees that it will comply with all applicable export laws including, but not limited to, the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury and Customer agrees that it will not directly or indirectly export, re-export, or transfer Salary.ai to any prohibited countries or individuals or permit use by prohibited countries or individuals.

15.4 Independent Contractors

Salary and Customer agree that no joint venture, partnership, employment, or agency relationship exists between the parties. The parties are independent contractors with respect to each other.

15.5 Severability; Enforceability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

15.6 Force Majeure

Neither party shall be liable for delays or any failure to perform under this Agreement, or make Salary.ai available, due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood, or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, telecommunications failures, network intrusions, or denial of service attacks to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use commercially reasonable efforts to minimize the delays caused by any such event. This provision shall not excuse the payment of fees due under this Agreement, provided that Salary continues to provide Salary.ai as set forth herein.

15.7 No Third-Party Beneficiaries

Except as provided in Section 11 (Indemnity), nothing in the Agreement, express or implied, is intended to or shall confer upon any third-party person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

15.8 Money Damages Insufficient

Any breach by a party of the Agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.

15.9 No Additional Terms

Salary rejects additional or conflicting terms of any Customer form-purchasing document, purchase order, or similar document.

15.10 Order of Precedence

If there is an inconsistency between this Agreement and an order, this Agreement will prevail.

15.11 Survival of Terms

Any terms that by their nature should survive termination or expiration of this Agreement or the applicable order, will survive.

15.12 Provision of Services

Each order, along with this Agreement, is a contract for the provision of services, not for the sale of goods. The UN Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), and any similar legislation now in effect or later enacted does not apply.

15.13 Feedback

Customer may provide or Salary may ask Customer to provide suggestions, comments, input, or other feedback (collectively, the “Feedback”) regarding Salary.ai. Customer agrees that any Feedback becomes the property of Salary, which may use or exploit the Feedback without any accounting, obligation, or payment to Customer.

15.14 Headings

The headings and titles used in this Agreement are for convenience only and shall not affect the meaning, construction, or interpretation of any provision of this Agreement.