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<h1>PROBOTALENT LLC</h1>
<p class="doc-sub">CUSTOMER TERMS AND CONDITIONS</p>
<p class="updated">Last Updated July 1, 2026</p>
</header>
<p>These Customer Terms and Conditions (“Terms and Conditions”) govern your use as a Customer of the ProboTalent Service (the “Service” or the “ProboTalent Service”). By using the Service as a Customer, you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not use the Service.</p>
<p>The Service, among other things, enables customers (“Customers”) to request job candidates (“Candidates”) that have applied for employment or other positions with such Customers to complete assessments (“Assessments”) for use by the Customers in employment decisions.</p>
<p>The Service also enables Customers to request Candidates to request reference providers (“Reference Providers”) to provide Reference Assessments of the Candidates (called “Reference Assessments” or “Reference Checks”) for use by Customers in employment or similar decisions.</p>
<p>ProboTalent is not a hiring party and does not make hiring decisions. Rather, ProboTalent is a software provider that (i) makes the Service available to Customers for their use in connection with their employee search, recruitment, assessment and hiring activities, (ii) makes the Service available to Candidates that have elected to use the Service in connection with their participation in Customer recruitment, assessment and hiring activities, and (iii) makes the Service available to Reference Providers (that Candidates have identified and requested to provide Reference Assessments) that are willing to use the Service to provide assessments of Candidates.</p>
<p>To use the Service as a Customer, the Customer must agree to these Customer Terms and Conditions and must be located within the Territory (as defined below).</p>
<p>To use the Service on behalf of a Customer, a natural person must be at least 18 years of age and must be a designated user (“Designated User”) of the Customer.</p>
<p>To use the Service as a Candidate, the Candidate must agree to Candidate Terms and Conditions pertaining to the Service (the “Candidate Terms and Conditions”), must be at least 18 years of age, and must be located within the Territory.</p>
<p>To use the Service as a Reference Provider, the Reference Provider must agree to Reference Provider Terms and Conditions pertaining to the Service (the “Reference Provider Terms and Conditions”), must be at least 18 years of age, and must be located within the Territory.</p>
<p>We may change these Terms and Conditions and/or the Service from time to time. Your continued use of the Service after any such change will, without any further act or deed, be deemed your acceptance of any such change.</p>
<h2>SECTION I – DEFINITIONS</h2>
<p>Capitalized terms used and not otherwise defined in these Terms and Conditions shall have the meanings set forth below:</p>
<p>“Applicant” shall mean any employee or candidate for employment (including, without limitation, independent contractors) or other individual who is the subject of a Consumer Report or Investigative Consumer Report.</p>
<p>“Applicant Adverse Action Disclosure” shall mean any applicable pre-adverse action notice, adverse action notice or other similar notice required to be provided to any Applicant or other person under the Fair Credit Reporting Act or other applicable law.</p>
<p>“Applicant Consent” shall mean any consent or authorization required to be obtained from any Applicant or other person under the Fair Credit Reporting Act or other applicable law to the obtaining of a Consumer Report or Investigative Consumer Report for employment or other purposes.</p>
<p>“Applicant Notice” shall mean (i) any notice required to be provided to any Applicant or other person under the Fair Credit Reporting Act or other similar law that a Consumer Report or Investigative Consumer Report may be (or has been) obtained for employment or other purposes, and/or (ii) any notice required to be provided to any Applicant or other person under the Fair Credit Reporting Act or other similar law advising the Applicant or other person of their rights under the Fair Credit Reporting Act or other similar law (including the Summary of Consumer Rights).</p>
<p>“Assessment” means an assessment completed by a Candidate using the Service (such as a knowledge assessment, a skills assessment, a personality assessment, a culture fit assessment or a blended assessment). Assessments are generally provided in the form of a survey that is provided to the Candidate for completion. Customers must approve the Assessments that are used for their Candidates (including the questions to be responded to by Candidates in the Assessments).</p>
<p>“Candidate” means a Person who uses the Service for purposes of completing Assessments for Customers or having Reference Providers complete Reference Assessments regarding such Candidate for Customers.</p>
<p>“Candidate Account” means an account established by a Candidate to use the Service.</p>
<p>“Candidate App” means the computer website or application, as applicable, that a Candidate uses to access the Service.</p>
<p>“Consumer Report” shall mean any consumer report, as defined in the Fair Credit Reporting Act.</p>
<p>“Consumer Reporting Agency” or “CRA” shall have the meaning assigned to such term in the Fair Credit Reporting Act.</p>
<p>“Customer” means a Person who uses the Service to send requests to Candidates to establish Candidate Accounts so that the Candidates can, in turn, use the Service to complete Assessments, and/or ask Reference Providers to complete Reference Assessments of such Candidate, and the Reference Providers can, in turn, use the Service to provide Reference Assessments of such Candidate, which Assessments and Reference Assessments the Customer can then access through the Service for purposes of evaluating Candidates for employment and other purposes. For purposes of clarity, it is noted that you are a Customer.</p>
<p>“Customer Account” means an account established by a Customer to use the Service, including sending requests to Candidates, and accessing Assessments completed by Candidates and Reference Assessments provided by Reference Providers.</p>
<p>“Customer App” means the computer website or application that a Customer uses to use the Service.</p>
<p>“Fair Credit Reporting Act” or “FCRA” shall mean the Fair Credit Reporting Act promulgated by the Federal Government of the United States of America, 15 U.S.C. §1681 et seq.</p>
<p>“Investigative Consumer Report” shall mean any investigative consumer report, as defined in the Fair Credit Reporting Act or other applicable law.</p>
<p>“Our Software” means the computer software that we use to provide the Service, which software may be owned or licensed by us.</p>
<p>“Parties” means you and us.</p>
<p>“Permitted Third-Party Agent” means a Person that is both (a) authorized by a Customer to act on its behalf in connection with its interaction with Candidates, such as a third-party recruiter that is performing services for a given Customer, and (b) authorized by us to use the Service on behalf of such Customer.</p>
<p>“Person” means an individual or a corporation, limited liability company or other entity.</p>
<p>“Reference Assessment” or “Reference Check” means an evaluation of a Candidate that is provided by a Reference Provider through the Service. Reference Assessments are generally provided in the form of a survey that is provided to the Reference Provider for completion. Customers must approve the Reference Assessments that are used for their Candidates (including the questions to be responded to by Reference Providers in the Reference Assessments).</p>
<p>“Reference Provider” means a person who has been asked by a Candidate to provide a Reference Assessment of the Candidate.</p>
<p>“Representatives” means a Person’s officers, directors, members, managers, employees, agents and other legal representatives.</p>
<p>“Service” means the web-based service that we offer that Customers may use to send requests to one or more Candidates to establish Candidate Accounts so that (a) the Candidates can, in turn, use the Service to complete Assessments, (b) the Candidates can, in turn, use the Service to ask Reference Providers to provide Reference Assessments of such Candidate, and (c) the Reference Providers can, in turn, use the Service to provide Reference Assessments of such Candidate, which Assessments and Reference Assessments the Customer can then access through the Service for purposes of evaluating Candidates for employment and other purposes. The Service includes Our Software, the Customer App and your Customer Account.</p>
<p>“Summary of Consumer Rights” shall mean the notice entitled “Summary of Your Rights Under the Fair Credit Reporting Act (“September 2018)” published by the United States Consumer Financial Protection Bureau.</p>
<p>“Taxes” means all sales, use, excise, VAT and other taxes arising from your use of the Service (other than taxes based on our net income).</p>
<p>“Territory” means the United States of America.</p>
<p>“we”, “us”, “our” or “ProboTalent” means ProboTalent LLC, a New York limited liability company, with an address at 4 May Hill Lane, Dix Hills, NY 11746.</p>
<p>“you” or “your” means you as the Customer using the Service.</p>
<h2>SECTION II – YOUR USE OF THE SERVICE</h2>
<p>2.1 General. To use the Service as a Customer, you must first establish a Customer Account within the Service. To create a Customer Account, you will need to provide identifying information such as your name and address, and will need to provide contact information such as phone number and email address. You may also need to provide payment information to be used for the payment of service fees, as applicable. If you are a corporation, limited liability company or other entity, you will also need to designate one of your Representatives who is an individual as an administrator (“Administrator”) for your Customer Account. Your Administrator may then designate those of your Representatives who will have access to your Customer Account for purposes of using the Service (your Administrator, and your Representatives designated by your Administrator who have access to your Customer Account for purposes of using the Service, are referred to herein as “Designated Users”). All Designated Users must be 18 years of age or older. After you have created your Customer Account, you will be able to use the Service. You agree to provide full and accurate information when setting up your Customer Account, and to keep such information (including payment information) current.</p>
<p>2.2 Agreements and Release. As a condition to your use of the Service, you agree that we (and our licensors and service providers) shall have no liability with respect to any content that you post to your Customer Account. You further agree that we (and our licensors and service providers) shall have no responsibility for, and shall have no liability with respect to, any decisions you make concerning the selection or hiring of Candidates. You further agree that we (and our licensors and service providers) shall have no responsibility for, and shall have no liability with respect to, the content of any Assessment that is completed by any of your Candidates or any Reference Assessment that is provided by any of your Candidate’s Reference Providers, or any selection or hiring decisions taken or not taken based upon any such Assessments or Reference Assessments.</p>
<p>2.3 Restrictions. You agree that you will not in connection with your use of the Service: (a) copy, sell, resell, license or distribute any portion of the Service (except for the copying of Assessments and Reference Assessments for hiring and other permitted purposes in the manner contemplated herein), or allow the use of the Service by any third-party except for your Administrator, Designated Users and Permitted Third-Party Agents (if and as applicable); (b) offer to sell, lease or license any product, service or technology on or through the Service; (c) post or transmit any material that is unlawful, threatening, harassing, abusive, tortious, defamatory or libelous; (d) post or transmit, without permission, any confidential or personal information of any third-party; (e) post or transmit any content that infringes the intellectual property rights of any third-party; (f) attempt to use the Service for any unauthorized or unintended purpose; (g) attempt to circumvent any security feature of the Service; or (h) transmit any virus, corrupted files, or malicious code to the Service.</p>
<p>2.4 Release of Reference Providers. In connection with, and as a condition of, your use of the Service, you agree to, and hereby do, release any and all Reference Providers that provide Reference Assessments of any of your Candidates from any and all liability pertaining to the provision of, or the content of, any such Reference Assessments.</p>
<p>2.5 Release of Us for Candidate Assessments and Reference Provider Reference Assessments. In connection with, and as a condition of, your use of the Service, you agree to, and hereby do, to the fullest extent permitted by law, release us (and our licensors and service providers) from any and all liability pertaining to the provision of, or the content of, any Assessment or Reference Assessment, including any Assessment that is completed by any of your Candidates or any Reference Assessment that is provided by any of your Candidate’s Reference Providers.</p>
<p>2.6. Compliance with Law. You shall comply, in connection with your use of the Service, with all Federal, state, local and other laws and regulations that apply to you and your use of the Service including, as applicable, applicable employment laws (including, without limitation, equal employment opportunity laws), the Fair Credit Reporting Act, applicable laws governing the use of artificial intelligence and applicable privacy laws.</p>
<p>2.7. Compliance with Fair Credit Reporting Act. Without limiting the generality of Section 2.6, you shall comply with all applicable provisions of the Fair Credit Reporting Act, including by way of providing any applicable Applicant Notices, obtaining any applicable Applicant Consents and/or providing any applicable Applicant Adverse Action Disclosures, in each case to the extent you are required to do so by the Fair Credit Reporting Act or other applicable law.</p>
<p>2.8. Compliance with Applicable Privacy Law. Without limiting the generality of Section 2.6, you shall comply with all applicable privacy and data protection laws, including by way of adopting and making available a privacy policy (or policies) which describes your policies regarding the collection, use, sharing, maintenance and disposal of personal information, and implementing a policy (or policies) providing for the safeguarding of personal information in your possession, in each case to the extent you are required to do so by applicable law.</p>
<p>2.15 Prohibition Relating to Protected Health Information. You agree that you shall not use the Service for the purpose of uploading, saving, transmitting, disclosing, sharing, accessing or maintaining any Protected Health Information (as such term is defined under HIPAA and the rules and regulations thereunder). For purposes of the forgoing, (i) “HIPAA” shall mean the United States Health Insurance Portability and Accountability Act promulgated by the Federal Government of the United States of America, 42 U.S.C. §1320d et seq., and (ii) “Protected Health Information” shall have the meaning assigned to such term under HIPAA and the rules and regulations thereunder.</p>
<h2>SECTION III – YOUR USE OF THE CUSTOMER APP</h2>
<p>3.1. Use of the Customer App. Subject to these Terms and Conditions, and the payment of all applicable fees pertaining to the Service, you may, during the Term, access the Customer App on your computer(s) or mobile device(s) (as applicable) and may use the Customer App in connection with your use of the Service. In connection with your use of the Customer App, you consent to send and receive messages and other content via the Customer App, text message, email, and other electronic means provided for by the Service. You agree that you will comply with these Terms and Conditions in connection with your use of the Customer App, and will cause your Administrator, Designated Users and Permitted Third-Party Agents (if and as applicable) having access to the Customer App to comply with these Terms and Conditions in connection with their use of the Customer App.</p>
<p>3.2. Protecting Your Account. You agree to not share your login information or password with any third-party (other than your Permitted Third-Party Agents (if and as applicable)). You further agree to not let any party access or use your Customer Account, except your Administrator, Designated Users and Permitted Third-Party Agents (if and as applicable). You further agree that you are responsible for protecting the confidentiality of your login information and password, and agree to promptly notify us if you believe that the confidentiality of your login information or password has been compromised or there has been unauthorized access to your Customer Account.</p>
<p>3.3. Third-Party Websites and Third-Party Content. The Customer App or other parts of the Service may contain links to third-party websites (“Third-Party Websites”) or third-party content, products or services (“Third-Party Content”). All Third-Party Websites are, and Third-Party Content is, the responsibility of the applicable third-party. We are not responsible for, make no representation or warranty with respect to, and shall have no liability pertaining to, any Third-Party Websites or Third-Party Content. All Third-Party Websites are, and Third-Party Content is, governed by the terms and conditions, privacy policies or other governing documents of the applicable third-party. You should review the terms and conditions, privacy policies and other governing documents that are applicable to such Third-Party Websites and Third-Party Content before use.</p>
<h2>SECTION IV – USE OF ID VERIFICATION FEATURES</h2>
<p>4.1. ID Verification Features. Certain features accessible through the Service (the “ID Verification Features”) enable Candidates to verify their identity by uploading an image of their driver’s license (or other acceptable government ID), as well as a photo or video selfie, for use in verifying their identity. The ID Verification Features are intended to provide Candidates with a method of verifying their identity, for the benefit of the applicable Customer, based upon inspection of the government ID and comparison of the photo on the government ID and the selfie.</p>
<p>4.2. Provision of ID Verification Services by Third-Party ID Verification Providers. ProboTalent does not, itself, provide identity verification services (“ID Verification Services”). Rather, the Service provides access to certain Third-Party ID Verification Providers (“Third-Party ID Verification Providers”) such as ID.me, LLC (“ID.me”) and Persona Identities, Inc. (“Persona”) that provide ID Verification Services.</p>
<p>4.3. Collection of Biometric Information in Connection with ID Verification Services. The processes used by the Third-Party ID Verification Providers may involve the collection of biometric data, including facial images and government-issued identification documents. Biometric data collected during identity verification is processed by the Third-Party ID Verification Providers and is not collected, processed or stored by ProboTalent or shared by ProboTalent with Customers or hiring decision-makers. Only the following information is collected and stored by ProboTalent and made available to Customers: Verification Outcome (ID verified/not verified), Verification Date and Liveness Check Result (confirming real person, not a deepfake). ProboTalent does not provide biometric data to Customers (or Customer authorized representatives) for use in connection with their employment decisions.</p>
<p>4.4. Third-Party ID Verification Provider Terms and Conditions and Privacy Policies. The Third-Party ID Verification Providers collect, process, use, retain, store and dispose of biometric data as provided in their terms and conditions, privacy policy and/or other governing documents, which are separately made available by such Third-Party ID Verification Providers.</p>
<p>4.5 Compliance with Additional Customer Terms Applicable to ID Verification Features. In addition to the general requirements set forth in these Terms and Conditions regarding your use of the Service, you agree to the Additional Customer Terms Applicable to ID Verification Features – ID.me Related Terms attached hereto as Annex D, if you use the ID Verification Features provided by ID.me, LLC (“ID.me, LLC”) and you agree to the Additional Customer Terms Applicable to ID Verification Features – Persona Related Terms attached hereto as Annex E, if you use the ID Verification Features provided by Persona Identities, Inc. (“Persona”).</p>
<p>4.6. Candidate Consent to Collection and Use of Biometric Information. In addition to the other requirements set forth in this Section IV regarding the collection and use of biometric information, you agree to require Candidates to acknowledge and consent to the collection and use of biometric information in the Service in form and substance meeting the requirements of applicable law. Customers may refer to the Consent to Collection and Use of Biometric Information form attached as Annex A to the Candidate Terms and Conditions for reference purposes.</p>
<p>4.7. Biometric Data Retention and Destruction Policy. A copy of our Biometric Data Retention and Destruction Policy is attached hereto as Annex I.</p>
<h2>SECTION V – USE OF ARTIFICIAL INTELLIGENCE FEATURES</h2>
<p>5.1. Use of Artificial Intelligence. Certain features of the Service utilize artificial intelligence (“AI”) (such features being referred to herein as the “AI Features”). The AI Features use generative AI to help Customers create content that Designated Users of Customers (who are, by definition, human beings) may use in their evaluation of Candidates. For example, the AI Features allow Designated Users to generate a suggested company profile for the Customer in question, generate a suggested job description for the job in question, generate a suggested skills taxonomy that relates to the job in question and generate suggested questions to be asked of Candidates and related answers. The suggested company profile, suggested job description, suggested skills taxonomy and suggested questions and related answers are all generated without any reference to or evaluation of any specific Candidate(s), and must be reviewed and approved by a Designated User (that is, a human user) before use. The suggested skills taxonomy and suggested questions and related answers are based upon validated industrial-organizational psychology methodologies (“IO Methodologies”) and are designed to protect against bias. The AI features also prompt Candidates to give full answers to questions by employing standard STAR Method prompts (Situation, Task, Action and Result Method prompts). These prompts are not based upon any substantive evaluation of Candidates or their responses. Rather, the prompts are generic and are intended and designed to simply prompt Candidates to give full answers to questions. The AI features also include certain resume scanning functionality to identify the presence of key words. This functionality does not use AI to evaluate the content of resumes or the Candidates in question. The AI features also include certain programmatic job advertising functionality, which enables Designated Users to use AI in making job posting advertising spend decisions. This functionality does not relate to the evaluation of Candidates. You agree to use the AI Features in accordance with the foregoing intended use cases.</p>
<p>5.2. Artificial Intelligence Features Not Intended to Make Hiring Decisions.</p>
<p>You acknowledge that the AI Features are not intended to use artificial intelligence to generate output relating to specific Candidates, are not intended to use artificial intelligence to score or rank specific Candidates, and are not intended to use artificial intelligence to make, recommend or participate in hiring decisions pertaining to specific Candidates. Rather, the AI Features are intended to use generative AI to produce general content that human users may use, in their judgement, along with other content, processes and interactions that humans commonly use in assessing employment candidates (such as interviews and references) and the human decision-makers' own judgment. The AI Features are generative in nature, not evaluative, and are not intended to use artificial intelligence to provide an evaluation of any specific Candidate. The AI Features are general in nature, and are intended to produce content that is designed for and based upon a given job classification. The AI Features are not intended to, and may not be used to, produce content that is designed for or based upon any specific Candidate(s). You agree to use the AI Features in accordance with the foregoing intended use cases.</p>
<p>5.3. Artificial Intelligence Features Not Intended to Replace Human Decision Making. You acknowledge that the AI Features included within the Service are not intended to be used, and may not be used, to replace human decision making or to make hiring decisions pertaining to specific Candidates. You further acknowledge and agree that all content generated by the AI Features is intended to be used, and must be used, by human users (recruiters, hiring managers, and other authorized personnel) and must be reviewed and approved by human users of before use. You agree to use the AI Features in accordance with the foregoing intended use cases.</p>
<p>5.4. Compliance with Artificial Intelligence Laws. Without limiting the generality of Section 2.6 above, you agree to comply with all laws pertaining to the use of artificial intelligence that apply to your use of the Service. Without limiting the generality of the foregoing, you agree to (i) not use the AI Features to discriminate against any Candidate, (ii) not use the AI Features to replace human decision making in hiring and other employment related decisions, and (iii) not use the AI Features in a manner that impersonates another for deceptive purposes or conceals the fact a user is interacting with AI.</p>
<p>5.5. Additional Provisions Relating to Compliance With Artificial Intelligence Laws. In addition to the general requirements set forth in these Terms and Conditions regarding your use of the Service, you agree to the Additional Provisions Relating to Compliance with Artificial Intelligence Laws attached hereto as Annex A.</p>
<p>5.6 Compliance with Special Customer Terms Applicable to AI Features. In addition to the general requirements set forth in these Terms and Conditions regarding your use of the Service, you agree to the Special Customer Terms Applicable to AI Features – IBM Related Terms attached hereto as Annex B and the Special Customer Terms Applicable to AI Features – Google Related Terms attached hereto as Annex C (collectively, the “Special Customer Terms Applicable to AI Features”).</p>
<p>5.7. Candidate Consent to Use of Artificial Intelligence. In addition to the other requirements set forth in this Section V regarding the use of AI Features, you agree to require Candidates to acknowledge and consent to the use of the artificial intelligence features in the Service in such form and substance as may be required under artificial intelligence laws that apply to you or your business. You may refer to the Consent to Use of Artificial Intelligence form attached as Annex B to the Candidate Terms and Conditions for reference purposes.</p>
<p>5.8. Use of Auto-Advance Feature. The Service has an auto-advance feature that allows Designated Users (who are, by definition, human beings) to auto-advance candidates that have provided a specified number of correct answers (which answers have previously been approved by the human users) to a given number of questions (which questions have previously been approved by the human users), and to not advance candidates that have not provided the specified number of correct answers. The auto-advance feature does not use AI. Rather, the auto-advance feature is a simple numerical filter that human users may use to advance candidates whose number of correct answers equals or exceeds the numerical value (if any) set in the filter by the user, and does not advance candidates whose number of correct answers does not equal or exceed the numerical value (if any) set in the filter. The AI Features are not involved in determining to use the auto-advance feature, or setting a given filter threshold to be used, or determining if the threshold has been met, or determining which Candidates advance and which Candidates do not advance based upon the threshold. Human users must choose to enable the auto-advance feature and set whatever threshold they choose to use. You hereby agree that if you elect to use the auto-advance feature, you will do so in compliance with the foregoing intended use case and will do so in compliance with all applicable laws.</p>
<h2>SECTION VI – USE OF TALENT POOL FEATURES</h2>
<p>6.1. Talent Pool Features. Certain features of the Service (the “Talent Pool Features”) may enable Candidates and Reference Providers (in this context, “Talent Pool Participants”) to elect to be included within a section of the Service referred to herein as the Talent Pool (the “Talent Pool”) and to store within the Talent Pool certain information and materials (“Talent Pool Information and Materials”) pertaining to such Candidates and Reference Providers (including, without limitation, in the case of Candidates, prior Assessments and Reference Assessments (“Talent Pool Assessments”) so that Customers (in this context, “Talent Pool Customers”) may consider such Talent Pool Participants for employment and other positions that such Talent Pool Customers are looking to fill (for which such Talent Pool Participants have not yet applied), and such Talent Pool Customers may, if desired, invite such Talent Pool Participants to apply for such position(s), and such Talent Pool Participants may, if desired, elect to apply for such position(s) (following such an invitation and such an application by such Talent Pool Participant for such a position, such Talent Pool Participant shall, with respect to such position, thereafter be considered a Candidate with respect to such position, such Talent Pool Assessments (if any) shall thereafter be considered Assessments relating to such position, and such Talent Pool Customer shall thereafter be considered a Customer with respect to such position and Candidate).</p>
<p>6.2. Use of the Talent Pool Features. If you elect to use the Talent Pool Features, then you agree that you may use the Talent Pool Features, and review Talent Materials, for the limited purpose of considering Talent Pool Participants for employment and other positions that you are looking to fill, and inviting Talent Pool Participants that you wish to further consider to apply for such position(s), and if such Talent Pool Participants wish to apply for such position(s), thereafter treating such Talent Pool Participants as Candidates for such position(s).</p>
<h2>SECTION VII – USE OF SALARY DATA FEATURES, PROGRAMMATIC JOB ADVERTISING FEATURES AND OTHER SPECIAL FEATURES OF THE SERVICE</h2>
<p>7.1. Use of Salary Data Features. Customer acknowledges that the Service may incorporate certain salary data features (“Salary Data Features”) that are based upon or utilize technology and content licensed by ProboTalent from Salary.com, LLC (“Salary”). The Sales Data Features are intended to provide information relevant to Customers to assist them in setting salaries for jobs they are looking to fill. If you elect to use the Salary Data Features, then, in addition to the general requirements set forth in these Terms and Conditions regarding your use of the Service, you agree to the Additional Customer Terms Applicable to Salary Data Features attached hereto as Annex F.</p>
<p>7.2. Use of Programmatic Job Advertising Features. Customer acknowledges that the Service may incorporate certain programmatic job advertising features (“Programmatic Job Advertising Features”) that are based upon or utilize technology and content licensed by ProboTalent LLC from Joveo, Inc. (“Joveo”). If you elect to use the Programmatic Job Advertising Features, then, in addition to the general requirements set forth in these Terms and Conditions regarding your use of the Service, you agree to the Additional Customer Terms Applicable to Programmatic Job Advertising Features attached hereto as Annex G.</p>
<p>7.3. Use of Other Additional and Special Features. Customer acknowledges that the Service may include certain other additional and/or special features, from time to time, and that Customer’s use of such features may require the payment of additional fees, or may require Customer to enter into additional or special terms and conditions, which additional or special terms and conditions may be attached as annexes or other attachments to these Terms and Conditions. Customer agrees that its use of any such additional and/or special features shall constitute its acceptance of any additional or special terms and conditions which apply to such additional and/or special features.</p>
<h2>SECTION VIII – OUR PROVISION OF THE SERVICE</h2>
<p>8.1. Provision of the Service. Subject to the payment of applicable Fees, we agree to provide you with access to the Service (including the Customer App and your Customer Account) during the Term in accordance with these Terms and Conditions and our Data Processing Addendum.</p>
<p>8.2. Cloud Service Provider. We (or our licensors or service providers) may during the Term maintain your Customer Account with a reputable independent “cloud” storage provider such as Microsoft Azure or Google Cloud Service (a “Cloud Service Provider”). If we use a Cloud Service Provider, then security for your Customer Account will be provided, in part, by the Cloud Service Provider. We cannot ensure, and will not be responsible for, the security measures employed by the Cloud Service Provider to protect your Customer Account. Except as otherwise required by law, or except as otherwise set forth in the Data Processing Addendum (as defined below), you hereby release us (and/or our licensors and service providers) from any and all liability, damages, losses, costs and expenses incurred by you as a result of any breach of the security measures employed by the Cloud Service Provider and/or any unauthorized access or use of the information contained in your Customer Account at the Cloud Service Provider unless due to our gross negligence or willful misconduct.</p>
<p>8.3 Updates, Upgrades and Maintenance. We may update or upgrade the Service from time to time. We may also perform planned or unplanned maintenance on the Service from time to time. As a result, the Service (including your Customer Account and the Customer App) may be unavailable from time to time. We (and/or our licensors and service providers) shall not be liable for any unavailability of the Service due to periodic updates and upgrades and planned and unplanned maintenance.</p>
<p>8.4 Service Notifications. Without limiting any other form of notice permitted under these Terms and Conditions, you agree to receive essential service updates and notifications pertaining to the ProboTalent Service via email.</p>
<h2>SECTION IX – FEES</h2>
<p>9.1. Fees. By using the Service and accepting these Terms and Conditions, you give us (and/or our licensors, service providers and payment processors) permission to charge your bank account, credit card or other payment mechanism that you provide for such fees, as may be applicable, to your use of the Service (“Fees”). You further agree that we may change the fees for the Service at any time upon not less than 30 days prior written notice.</p>
<p>9.2 Taxes. The Fees are exclusive of all applicable Taxes. By using the Service and accepting these Terms and Conditions, you give us (and/or our licensors, service providers and payment processors) permission to charge your bank account, credit card or similar payment mechanism for all Taxes that pertain to your use of the Service. You further agree to indemnify us (and our licensors, service providers and payment processors) for any claims relating to any Taxes due to any taxing authority as a result of your use of the Service (except Taxes based on our net income).</p>
<p>9.3 Refunds. We shall not be obligated to refund to you any Fees or Taxes paid with respect to any Candidate who withdraws from consideration or with respect to whom you decide to no longer consider for employment.</p>
<h2>SECTION X – TERM AND TERMINATION</h2>
<p>10.1 Term. Your access to the Service will begin on the date that you establish your Customer Account (the “Beginning Date”), and will terminate on the date that you close your Customer Account (the “Termination Date”), unless sooner terminated as set forth below in this section (collectively, the “Term”). You may close your Customer Account at any time and for any reason.</p>
<p>10.2. Termination for Failure to Pay Fees (if applicable). If your Customer Account involves the payment of a monthly, yearly or other fee (due to the services that you select), and you fail to pay the fee(s) when due, we may terminate the Term and your access to the Service at any time following the expiration of the last period for which you have paid.</p>
<p>10.3 Termination for Breach. We may terminate the Term and your access to the Service if you breach any provision of these Terms and Conditions, and fail to remedy the breach within 15 days after we provide written notice to you of the breach. If the breach cannot be cured, then we may terminate the Term and your access to the Service immediately upon the provision of notice to you. We shall not be required to refund any Fees or Taxes that you previously paid relating to your use of the Service if we terminate the Term and your access to the Service due to your breach.</p>
<p>10.4 Termination due to Bankruptcy. We may terminate the Term and your access to the Service by providing written notice to you if you file a petition for bankruptcy under any provision of federal or state law, or an involuntary bankruptcy petition is filed against you which is not dismissed within 60 days, or you are subject to the appointment of a receiver, or you make an assignment for the benefit of creditors, or you are otherwise insolvent or unable to pay your debts as due in the ordinary course of business.</p>
<p>10.5 Termination for Inactivity. We may terminate the Term and your access to the Service by providing not less than 30 days prior written notice to you if you do not access your Customer Account or use the Service for a period of 90 consecutive days.</p>
<h2>SECTION XI – LICENSES AND PERMISSIONS</h2>
<p>11.1 Permission to Use the Service, the Customer App and Your Customer Account. Subject to these Terms and Conditions, we hereby grant to you a limited, revocable, non-exclusive, non-sublicensable, non-assignable, license to use the Service, the Customer App and your Customer Account in the Territory during the Term, including to request Candidates located in the Territory to provide Assessments and to request Reference Providers located in the Territory to provide Reference Assessments in the manner contemplated in these Terms and Conditions, and for the purpose of using the Talent Pool if you elect to use the Talent Pool. The license provided for herein includes the right to access, review and print Assessments and Reference Assessments stored in your Customer Account. The license provided for herein does not include the right to resell, sublicense or otherwise use the Service for outsourcing or service bureau use or to use the Service for other than your internal business purposes.</p>
<p>11.2 Information Under Data Processing Addendum and Privacy Policy. In addition to the permissions contained in these Terms and Conditions, the processing of personal information about your Candidates and Reference Providers that you provide to us in connection with your use of the Service shall be governed by and subject to the provisions of our Data Processing Addendum (the “Data Processing Addendum”), and nothing herein shall limit our right to process personal information as set forth in the Data Processing Addendum. A copy of the Data Addendum is attached hereto as Annex H. In addition, our collection, use, sharing and disclosure of information about our Customers, Candidates, Reference Providers, Designated Users and website visitors is described in our Privacy Policy (the “Privacy Policy”), and nothing contained herein shall be construed to limit our collection, use, sharing and disclosure of information as set forth in our Privacy Policy. Customer is responsible for exporting and retaining its own copies of Assessments, Reference Assessments, and other records generated through the Service as necessary to satisfy Customer's own recordkeeping, employment-law and other legal requirements, and acknowledges that ProboTalent may delete, de-identify, or anonymize information in accordance with the Data Processing Addendum and ProboTalent's Privacy Policy, and has no obligation to retain such information beyond the periods described therein.</p>
<h2>SECTION XII – INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION</h2>
<p>12.1 Intellectual Property Rights. You acknowledge and agree that the Service and all of its features, components and functionality, and all documentation and materials relating thereto, and all improvements thereto and enhancements thereof, and all rights of ownership therein, including, without limitation, all patent, trade secret, copyright, trademark, proprietary information and other intellectual property rights, are our (and/or our licensors) sole and exclusive property. You further agree that you shall not attempt to reverse engineer, disassemble, decompile or create derivative works based upon the Service or any of Our Software.</p>
<p>12.2 Definition of Confidential Information. Each party understands that in the performance of this Agreement, each party may receive or have access to Confidential Information of the other party. For purposes of these Terms and Conditions, “Confidential Information” shall mean confidential or proprietary information of the other party, including, but not limited to, inventions, trade secrets, technology, technical information, software, documentation, data, and information pertaining to the method of delivery of the Service, provided, however, that the term “Confidential Information” shall not include information that (i) was known to the receiving party prior to the date of these Terms and Conditions (and not subject to an obligation of confidentiality), (ii) becomes known to the receiving party after rightful disclosure from a third party not under an obligation of confidentiality, (iii) becomes publicly available without breach of these Terms and Conditions. Furthermore, “Confidential Information” shall not include Candidate and Reference Provider personal information and personal data that is covered by the ProboTalent Data Processing Addendum (as such information is covered by the terms of the ProboTalent Data Processing Addendum, rather than this Section).</p>
<p>12.3 Use and Disclosure of Confidential Information. Each party agrees that it shall exercise reasonable care to maintain in confidence the Confidential Information of the other party. Each party further agrees that it shall not, except as authorized or contemplated hereunder, use or disclose the Confidential Information of the other party without the prior written consent of the other party. In the event that a party is required to disclose the Confidential Information of the other party by law or applicable legal process, the party required to disclose such information shall first, to the extent legally permissible, provide notice of such required disclosure to the other party so that the other party may seek a protective order if it wishes to do so, and the party required to disclose such information shall use commercially reasonable efforts to cooperate with the other party in such other party’s efforts to obtain a protective order.</p>
<p>12.4 Metadata and Anonymized Data. The term “Confidential Information” does not include metadata and anonymized data (that does not reveal confidential information or personal information or from which confidential information or personal information may be extracted or discerned) pertaining to or stored in the Service (collectively, “Depersonalized Information”). ProboTalent shall have the right to use Depersonalized Information in connection with its operation of the Service, including for testing, analytics and other business purposes.</p>
<h2>SECTION XIII – INDEMNIFICATION AND LIMITATION OF LIABILITY</h2>
<p>13.1 Indemnification. You agree to defend and indemnify us (and/or our licensors and service providers) and our affiliates, Representatives, successors and assigns (collectively, “Our Indemnified Persons”) from and against any and all claims, demands, losses, liabilities, damages, costs or expenses, including reasonable attorneys fees (collectively, “Losses “) resulting from or arising out of: (a) your breach of any provision of these Terms and Conditions; (b) your noncompliance with applicable law; and/or (c) your negligent or intentional misuse of the Service. Notwithstanding the foregoing, you shall not be liable for any Losses which result from our gross negligence or willful misconduct (as determined in a final and binding arbitration award or a final non-appealable judgment of a court of applicable jurisdiction).</p>
<p>13.2 Limitation of Liability.</p>
<p>(a) YOU ACKNOWLEDGE THAT (i) WE ARE PROVIDING THE SERVICE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS; (ii) THE SERVICE IS SUBJECT TO INTERRUPTIONS AND OUTAGES, INCLUDING, WITHOUT LIMITATION, DUE TO INTERNET, POWER, UTILITY AND NETWORK OUTAGES AND INTERRUPTIONS; (iii) EXCEPT AS OTHERWISE SET FORTH HEREIN, WE ARE PROVIDING NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (iv) IN NO EVENT SHALL WE (OR OUR LICENSORS AND SERVICE PROVIDERS) BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS) ARISING UNDER THESE TERMS AND CONDITIONS AND/OR PERTAINING TO THE PROVISION OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM LIABILITY ARISING UNDER THESE TERMS AND CONDITIONS, AND/OR PERTAINING TO THE SERVICE, WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE PAYMENTS RECEIVED BY US FROM YOU DURNG THE PRECEDING THREE (3) MONTHS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR LICENSORS AND SERVICE PROVIDERS, AS APPLICABLE, HAVE ANY LIABILITY TO YOU PERTAINING TO THE SERVICE, WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE.</p>
<p>(b) You hereby agree to not bring any claim against us in any arbitration or other legal proceeding for any matter more than one year after the occurrence of the event giving rise to the claim.</p>
<h2>SECTION XIV – MISCELLANEOUS</h2>
<p>14.1 Arbitration. Except as otherwise set forth in Section 14.2 and/or Section 14.3, any dispute, controversy, or claim relating to the Service, these Terms and Conditions and/or the Data Processing Addendum (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between ProboTalent and you, shall be settled by an individual (not class), confidential, binding arbitration proceeding administered by the American Arbitration Association (“AAA”) in New York, New York or such other location that is mutually agreed upon by the parties. A single arbitrator will be mutually selected by the parties who shall be (i) a practicing attorney licensed to practice law in the State of New York or a retired judge; and (ii) selected from the arbitrators listed on the AAA’s roster of commercial dispute arbitrators who have experience in online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators). If the parties cannot mutually agree upon an arbitrator within 30 days of the initiation of the Legal Claim (or such longer period as shall be mutually agreed to by the parties), then the AAA shall appoint a single arbitrator that satisfies the arbitrator requirements set forth above. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees. The award rendered by the arbitrator shall be final and binding upon the parties. A judgment on the award may be entered and enforced in any court of competent jurisdiction.</p>
<p>14.2 Actions for Fees and Infringement of Intellectual Property Rights. ProboTalent may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the State of New York, for any fees that you owe to ProboTalent, or for any infringement of ProboTalent’s intellectual property rights. You hereby waive any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any such action brought by ProboTalent in such courts.</p>
<p>14.3 Waiver of Right to Trial by Jury and of Right to Class Action Proceeding. YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THE TRANSACTIONS PROVIDED FOR UNDER THESE TERMS AND CONDITIONS.</p>
<h2>SECTION XV – MISCELLANEOUS</h2>
<p>15.1 Notices. All notices required under these Terms and Conditions shall be in writing and shall be addressed: in the case of notice to us, to anthony@probotalent.ai, and in the case of notice to you, to your contact information as set forth in your Customer Account. Notices shall be deemed given: (i) one business day after receipt if sent by e-mail; (ii) one business day after being sent by Federal Express or other nationally recognized overnight delivery service which maintains a record of delivery; or (iii) on the day of delivery if delivered personally. Either party may change its notice address by providing written notice to the other party in the manner set forth in this section.</p>
<p>15.2 Governing Law. These Terms and Conditions shall be governed by the laws of the State of New York, without reference to the conflicts of law provisions thereof.</p>
<p>15.3 Entire Agreement. These Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements with respect to the subject matter hereof.</p>
<p>15.4 Amendment. We may modify or amend these Terms and Conditions from time to time. Your continued use of the Service will constitute your acceptance of any such modification or amendment. If we modify or amend these Terms and Conditions, we will update the Last Updated date above.</p>
<p>15.5 Waiver. No waiver of any obligation under these Terms and Conditions shall be valid unless in writing and signed by the party to be charged. No delay or omission by either party in exercising any right or remedy under these Terms and Conditions shall be construed to be a waiver or such right or remedy.</p>
<p>15.6 Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in these Terms and Conditions shall confer upon any other Person any rights as a third-party beneficiary, except as otherwise provided herein.</p>
<p>15.7 Assignment. You may not assign these Terms and Conditions to any third-party without our prior written consent. Any attempted assignment contrary to the foregoing shall be void. We may assign these Terms and Conditions, without your consent, (i) to an affiliate of ours (that is, to an entity that controls, is controlled by, or is under common control with us), or (ii) in connection with a merger or acquisition transaction (including an asset sale, stock sale, merger or other similar transaction).</p>
<p>15.8 Conflicting Terms. These Terms and Conditions supersede any inconsistent terms contained in any invoice, purchase order or similar form. All inconsistent terms contained in any invoice, purchase order or similar form shall be void.</p>
<p>15.9 Severability. If any provision of these Terms and Conditions is held to be unenforceable under applicable law, the enforceability of the remaining provisions of these Terms and Conditions will not be affected.</p>
<p>15.10 No Legal Advice. Nothing contained in these Terms and Conditions or the exhibits, annexes or addenda hereto shall constitute legal, accounting or tax advice provided by ProboTalent. You shall consult with your own legal, accounting and tax advisors for legal, accounting and tax advice pertaining to your use of the Service.</p>
<p>15.11 Force Majeure. We will not be liable for any failures or delays in performance of our obligations under these Terms and Conditions which result from circumstances beyond our reasonable control, including, without limitation, acts of God; war or civil unrest; fire or other casualty; internet, power, utility and mobile network outages and interruptions; changes in law; and pandemics, epidemics and other public health matters.</p>
<h2>SECTION XV – QUESTIONS AND COMMENTS</h2>
<p>Please contact us at anthony@probotalent.ai if you have any questions, comments and/or complaints about these Terms and Conditions or the Service.</p>
<h2>Annex A Additional Provisions Relating to Compliance with Artificial Intelligence Laws</h2>
<h3><span class="cl">A1</span>General Provisions Relating to Use of AI Features.</h3>
<p><strong>A1.1</strong> Description of AI Features. Certain features of the Service utilize artificial intelligence (“AI”) (such features being referred to herein as the “AI Features”). The AI Features use generative AI to help Customers create content that Designated Users of Customers (who are, by definition, human beings) may use in their evaluation of Candidates. For example, the AI Features allow Designated Users to generate a suggested company profile for the Customer in question, generate a suggested job description for the job in question, generate a suggested skills taxonomy that relates to the job in question and generate suggested questions to be asked of Candidates and related answers. The suggested company profile, suggested job description, suggested skills taxonomy and suggested questions and related answers are all generated without any reference to or evaluation of any specific Candidate(s), and must be reviewed and approved by a Designated User (that is, a human user) before use. The suggested skills taxonomy and suggested questions and related answers are based upon validated industrial-organizational psychology methodologies (“IO Methodologies”) and are designed to protect against bias. Assessment results are derived from predetermined, scientifically validated frameworks — not from AI-generated outputs. The AI Features do not perform emotion recognition, biometric categorization or social scoring of Candidates. The AI features also prompt Candidates to give full answers to questions by employing standard STAR Method prompts (Situation, Task, Action and Result Method prompts). These prompts are not based upon any substantive evaluation of Candidates or their responses. Rather, the prompts are generic and are simply intended to prompt all Candidates to give full answers to questions. The AI features also include certain resume scanning functionality to identify the presence of key words. This functionality does not use AI to evaluate the content of resumes or the Candidates in question. The AI features also include certain programmatic job advertising functionality, which enables Designated Users to use AI in making job posting advertising spend decisions. This functionality does not relate to the evaluation of Candidates.</p>
<p><strong>A1.2</strong> Artificial Intelligence Features Not Intended to Make Hiring Decisions. Customer acknowledges that the AI Features are not intended to use artificial intelligence to generate output relating to specific Candidates, are not intended to use artificial intelligence to score or rank specific Candidates, and are not intended to use artificial intelligence to make, recommend or participate in hiring decisions pertaining to specific Candidates. Rather, the AI Features are intended to use generative AI to produce general content that human users may use, in their judgment, along with other content, processes and interactions that humans commonly use in assessing employment candidates (such as interviews and references) and the human decision-makers' own judgment. The AI Features are generative in nature, not evaluative, and are not intended to use artificial intelligence to provide an evaluation of any specific Candidate. The AI Features are general in nature, and are intended to produce content that is designed for and based upon a given job classification. The AI Features are not intended to, and may not be used to, produce content that is designed for or based upon any specific Candidate(s). Customer agrees to use the AI Features in accordance with the foregoing intended uses.</p>
<p><strong>A1.3</strong> Artificial Intelligence Features Not Intended Replace Human Decision Making. Customer acknowledges that the AI Features included within the Service are not intended to be used, and may not be used, to replace human decision making or to make hiring decisions pertaining to specific Candidates. Customer further acknowledges and agree that all content generated by the AI Features is intended to be used, and must be used, by human users (recruiters, hiring managers, and other authorized personnel) and must be reviewed and approved by human users of before use. Customer agrees to use the AI Features in accordance with the foregoing intended uses.</p>
<p><strong>A1.4</strong> Non-Discrimination Design. ProboTalent represents that the AI Features have been designed with the intention of avoiding discriminatory effects against individuals based on protected characteristics under applicable employment discrimination laws. Customer also acknowledges that while AI systems are designed to provide accurate and useful information, and to avoid discriminatory effects under applicable law, they may have limitations, including potential unintended inaccuracies or biases.</p>
<p><strong>A1.5</strong> Information Provision and Cooperation. ProboTalent agrees to provide Customer, upon request, with information reasonably necessary and available to assist Customer with compliance with applicable AI employment laws.</p>
<p><strong>A1.6</strong> Customer Responsibilities. Customer represents, warrants, and covenants that its use of the AI Features of the ProboTalent Service will comply with all applicable laws governing the use of artificial intelligence, automated employment decision tools, and automated-decision systems in connection with employment. Without limiting the generality of the foregoing, Customer agrees to: (a) provide any required employer notices regarding the use of the AI Features, including posting such notices in accordance with applicable law; (b) obtaining any required employer candidate consents; (c) using the AI Features in a manner consistent with applicable employment discrimination, accommodation, and AI laws; (d) designating one or more accommodation contacts to receive and process Candidate requests for accommodation or alternative selection processes; (e) responding to Candidate requests for accommodation, alternative selection processes, and information about the AI Features' use in connection with their candidacy or employment; (f) maintaining records of Customer's compliance activities, including notices provided, consents obtained, requests received and disposition, and other documentation required under applicable law; (g) training Customer's hiring personnel on Customer's obligations under applicable AI employment laws and on the proper use of the AI Features; and (h) conducting Customer's own assessment of what laws apply to its use of the AI Features are how to use the AI Features in light of Customer's specific circumstances, workforce, and risk tolerance.</p>
<p><strong>A1.7</strong> Customer Compliance With Artificial Intelligence Laws. Customer agrees to comply with all laws pertaining to the use of artificial intelligence that apply to its use of the Service. Without limiting the generality of the foregoing, Customer agrees to (i) not use the AI Features to discriminate against any Candidate, (ii) not use the AI Features to replace human decision making in hiring and other employment related decisions, and (iii) not use the AI Features in a manner that impersonates another for deceptive purposes or conceals the fact a user is interacting with AI.</p>
<h3><span class="cl">A2</span>New York City Local Law 144.</h3>
<p><strong>A2.1</strong> NYC Local Law 144 Framework. Customer acknowledges that New York City Administrative Code §§ 20-870 through 20-874 ("Local Law 144") and 6 RCNY § 5-300 et seq. impose obligations on employers using automated employment decision tools (“AEDTs”) to substantially assist or replace discretionary decision making for hiring or promotion decisions affecting candidates and employees residing in New York City. Under Local Law 144, before using an AEDT to evaluate a NYC resident for hiring or promotion, an employer (or employment agency) must ensure that the AEDT has undergone an independent bias audit within the prior year, publicly post a clear and conspicuous summary of the most recent audit results on its website, and provide affected candidates with clear and timely notice—at least ten business days in advance—that an AEDT will be used, identifying the job qualifications and characteristics assessed and informing them of their right to request an alternative selection process or accommodation.</p>
<p><strong>A2.2</strong> AEDT Prohibited Use. Customer acknowledges that the AI Features are not intended to be used, and may not be used by Customer, to substantially assist or replace discretionary decision making for hiring or promotion decisions affecting NYC residents in a manner that would cause the</p>
<p>AI Features to constitute an AEDT under Local Law 144.</p>
<h3><span class="cl">A3</span>California Fair Employment and Housing Act Provisions.</h3>
<p><strong>A3.1</strong> FEHA Compliance Framework. Customer acknowledges that the California Fair Employment and Housing Act ("FEHA") and the regulations of the California Civil Rights Council, including the Automated-Decision System regulations effective October 1, 2025 (codified at 2 CCR §§ 11008–11017 and related provisions) (the "FEHA ADS Regulations"), impose obligations on an employer using an ADS in connection with employment decisions affecting California residents. An "ADS" means an automated-decision system as defined in California Code of Regulations title 2, § 11008. Under the FEHA ADS Regulations, a covered California employer may not use an ADS that discriminates—whether through disparate treatment or disparate impact—against an applicant or employee on the basis of a FEHA-protected characteristic, must ensure that ADS-driven assessments do not constitute an unlawful medical or disability-related inquiry and must provide reasonable accommodation where required, remains liable for discriminatory ADS use carried out through its agents or vendors, and must preserve ADS-related data and records for at least four years.</p>
<p><strong>A3.2</strong> ADS Prohibited Use. Customer acknowledges that the AI Features are not intended to be used, and may not be used by Customer, in connection with employment decisions affecting California residents in a manner that would subject their use to the application of the FEHA ADS Regulations.</p>
<p><strong>A4</strong> California Consumer Privacy Act (CCPA) Automated Decisionmaking Technology (ADMT) Regulations.</p>
<p><strong>A4.1</strong> Acknowledgment Regarding California CCPA ADMT. Customer acknowledges that the California Consumer Privacy Act and the regulations of the California Privacy Protection Agency impose obligations on entities that are a "business" under the CCPA (generally, an entity with annual gross revenue exceeding twenty-six million six hundred thousand dollars ($26,600,000), or meeting other thresholds set forth in Cal. Civ. Code § 1798.140(d)) that, among other things, use automated decisionmaking technology (ADMT) to make a significant decision concerning a consumer, including a significant decision concerning employment. Such obligations include, without limitation, risk assessment obligations effective January 1, 2026 (Cal. Code Regs. tit. 11, §§ 7150–7157), and additional automated decisionmaking technology obligations effective January 1, 2027 (Cal. Code Regs. tit. 11, §§ 7200–7222). Customer is responsible for assessing whether and how such obligations apply to Customer's business and operations.</p>
<p><strong>A4.2</strong> ADMT Prohibited Use. Customers that are a "business" under the CCPA may not use the AI Features to replace or substantially replace human decision-making regarding employment matters pertaining to California consumers in a manner that would subject their use to the application of the CCPA. Without limiting the generality of the foregoing, Customers that are a "business" under the CCPA that use the AI Features in connection with their evaluation of California residents must employ meaningful human involvement in their use of the AI Features. Such involvement must include the following: a human must: (i) know how to interpret and use the AI Features' output to make decisions; (ii) review and analyze the output of the AI Features, and any other information that is relevant to make or change the decision, and (iii) have the authority to act on that review.</p>
<h3><span class="cl">A5</span>Illinois Human Rights Act (IHRA) Provisions.</h3>
<p><strong>A5.1</strong> IHRA Framework. Customer acknowledges that the Illinois Human Rights Act ("IHRA"), as amended by HB 3773 (Public Act 103-0804) effective January 1, 2026, provides that an employer may not use AI in a manner that has the effect of subjecting employees or applicants to discrimination based on protected classes, prohibits using ZIP codes as a proxy for protected classes, and requires notice to employees and applicants of AI use in covered employment decisions.</p>
<p><strong>A5.2</strong> IHRA Prohibited Use. Customer acknowledges that the AI Features are not intended to be used, and may not be used by Customer, in a manner that would bring their use within the scope of the Illinois Human Rights Act (IHRA).</p>
<h3><span class="cl">A6</span>Limitations and Liability Allocation.</h3>
<p><strong>A6.1</strong> Scope of Representations. The representations and obligations of ProboTalent in this Annex A are limited to (a) the AI Features as made available to Customer by ProboTalent, and (b) Customer's use of the AI Features within their intended use. The representations and obligations do not extend to (i) configurations or use cases not supported by ProboTalent, (ii) Customer's combination of AI Feature outputs with other tools, data, or processes outside ProboTalent's control, or (iii) Customer's hiring decisions, accommodation determinations, or other employment decisions, which remain Customer's responsibility.</p>
<p><strong>A6.2</strong> No Representation Regarding Results. ProboTalent does not represent or warrant that the AI Features are free from all possible forms of error or bias or will produce non-discriminatory outcomes in all possible circumstances. ProboTalent's representations are limited to the specific representations expressly made in this Annex A. Customer acknowledges that compliance with employment discrimination laws requires Customer's own analysis of its specific use, configuration, and circumstances.</p>
<p><strong>A6.3</strong> Limitation of Liability. The limitations of liability set forth in the Customer Terms and Conditions apply to ProboTalent's obligations under this Annex A. The parties acknowledge that AI-related claims may include claims for discrimination, civil rights violations, regulatory penalties, and similar matters, and that the limitation of liability allocates risk between the parties with respect to such claims.</p>
<p><strong>A6.4</strong> Indemnification. Customer will defend, indemnify, and hold ProboTalent harmless from third-party claims arising from (a) Customer's use of the AI Features outside of their intended use cases, (b) Customer's failure to provide required notices to candidates or employees, (c) Customer's failure to honor accommodation requests, or (d) Customer's hiring, promotion, or other employment decisions.</p>
<h3><span class="cl">A7</span>No Legal Advice.</h3>
<p><strong>A7.1</strong> No Legal Advice. All descriptions of laws, regulations and Customer’s obligations under applicable laws and regulations are provided for informational purposes only and do not constitute legal advice. Customer shall consult with its own legal advisors for specific legal advice pertaining to its use of the Service.</p>
<h2>Annex B Special Customer Terms Applicable to AI Features – IBM Related Terms</h2>
<h3><span class="cl">B1</span>Special Customer Terms Applicable to AI Features – IBM Related Terms.</h3>
<p><strong>B1.1</strong> Customer acknowledges that the Service may incorporate certain artificial intelligence features (“AI Features”) that are based upon or utilize technology licensed by ProboTalent from International Business Machines Corporation (“IBM”).</p>
<p><strong>B1.2</strong> Customer further acknowledges that Customer’s use of the AI Features is contingent upon Customer’s agreement to these Special Customer Terms Applicable to AI Features – IBM Related Terms (and that Customer’s use of the Service will constitute its acceptance of these Special Customer Terms Applicable to AI Features – IBM Related Terms).</p>
<p><strong>B1.3</strong> Accordingly, Customer agrees that these Special Customer Terms Applicable to AI Features – IBM Related Terms will apply in the event that Customer uses the Service.</p>
<h3><span class="cl">B2</span>Territory Restrictions.</h3>
<p><strong>B2.1</strong> The Territory is limited to the Territory set forth in the Customer Terms and Conditions.</p>
<p><strong>B2.2</strong> The Territory is further limited as follows: Customers located in Cuba, Iran, North Korea, Russia, Syria, Belarus, Crimea, and the Donetsk, Luhansk, Kherson and Zaporizhia (Zaporizhzhia) regions of Ukraine (collectively, the "Prohibited Destinations") may not use the Service. In addition, (i) Customers that are majority-owned subsidiaries of any entity located or headquartered in any Prohibited Destination may not use the Service, and (ii) Customers that are entities majority-owned by citizens of the Prohibited Destinations, or majority-owned by entities headquartered in any Prohibited Destination, may not use the Service.</p>
<h3><span class="cl">B3</span>Prohibited Uses.</h3>
<p><strong>B3.1</strong> Customer shall not use the Service: (i) for mass surveillance, racial profiling, or any use that violates or encourages the violation of basic human rights or other applicable laws and regulations; (ii) to distribute false, misleading, disparaging or obscene information or content; (iii) to provide fully automated decision making in connection with use cases involving critical processes or the risk of loss of life, property or impact on an individual’s legal rights; (iv) in a manner that impersonates another for deceptive purposes or conceals the fact that a user is interacting with AI; or (v) to distribute or intentionally generate malware or other harmful code.</p>
<p><strong>B3.2</strong> Customer shall not use the Service: to undertake any activity or host content that: (i) is unlawful, fraudulent, harmful, malicious, obscene, or offensive; (ii) threatens or violates the rights of others; (iii) disrupts or gains (or intends to disrupt or gain) unauthorized access to data, services, networks, or computing environments; (iv) sends unsolicited, abusive or deceptive messages, of any type; or (v) distributes any form of malware. Additionally, Customer shall not (i) use the Service for crypto-mining, or (ii) reverse engineer any portion of the Service.</p>
<h3><span class="cl">B4</span>Limitations of Liability, Disclaimers and Additional Matters.</h3>
<p><strong>B4.1</strong> Customer agrees: (i) that ProboTalent’s liability to Customer shall be limited as set forth in the Customer Terms and Conditions; (ii) that ProboTalent’s third party licensors and suppliers (including IBM) disclaim any and all liability for consequential and other indirect damages and implied warranties, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose; (iii) that ProboTalent’s third party licensors and suppliers (including IBM) shall have no liability to Customer whatsoever, except to the extent such liability may not be fully disclaimed under applicable law (and in the case that such liability may not be fully disclaimed under applicable law, then the collective liability of ProboTalent’s third party licensors and suppliers (including IBM) shall be subject to the limitation of liability provisions set forth in the Customer Terms and Conditions or such lesser amount as may be permitted by applicable law); and (iv) that Customer is not authorized to use any AI Features contained within the Service separately from the Service.</p>
<h3><span class="cl">B5</span>Audit Rights.</h3>
<p><strong>B5.1</strong> Customer agrees that, upon reasonable notice, ProboTalent and/or IBM and their respective independent auditors may audit Customer’s compliance with the terms of the Customer Terms and Conditions (as they pertain to the use of the AI Features), at all sites and for all environments, in which Customer uses (for any purposes) the AI Features. If an audit is conducted on Customer’s premises, such audit will be conducted in a manner that minimizes disruption to Customer’s business, during normal business hours. ProboTalent and/or IBM, as applicable, will have a written confidentiality agreement with the independent auditor covering information obtained during any audit. Customer agrees that ProboTalent and/or IBM may create, maintain, and provide access to, or copies of, as part of an audit or as requested by them, such Customer’s records, usage/deployment data for the AI Features, supporting documentation and additional accurate information as reasonably necessary for ProboTalent and/or IBM and/or its or their independent auditor to verify such compliance. Customer further agrees that ProboTalent and IBM may reproduce and retain copies of such records. These compliance obligations shall remain in effect during the term of the Customer Terms and Conditions and for two years thereafter.</p>
<h3><span class="cl">B6</span>Compliance with Law, Internal Controls and Records Retention.</h3>
<p><strong>B6.1</strong> Customer will (i) comply with all applicable laws and regulations, including, without limitation, the US Foreign Corrupt Practices Act, and all other laws and regulations prohibiting corruption and bribery; (ii) have and maintain during any period in which they are authorized to use the AI Features business controls to support such compliance; and (iii) keep and maintain during any period in which they are authorized to use the AI Features and for at least two years thereafter, all transaction documents and records related to such compliance and controls.</p>
<h3><span class="cl">B7</span>Prohibition Against Bribery and Other Conduct.</h3>
<p><strong>B7.1</strong> Customer will not, directly or indirectly make or give, offer or promise to make or give, or authorize the making or giving of any payment, gift, or other thing of value or advantage (including, for example, accommodations, airfare, entertainment or meals) to any person or entity for the purpose of wrongfully influencing decisions or for any other purpose that is otherwise unlawful. ProboTalent may terminate its agreement with Customer immediately in case of a breach of this subsection or when ProboTalent reasonably believes such a breach has occurred or is likely to occur.</p>
<h3><span class="cl">B8</span>Export and Related Matters.</h3>
<p><strong>B8.1</strong> Customer acknowledges that neither ProboTalent nor IBM will serve as the exporter of record or importer of record, except if and as required by data protection laws, (i) for any Content (as such term is defined in Section A10.1 below), or (ii) for use of a cloud service from a country outside of the United States. Customer shall, if and as applicable, comply with any applicable clearance requirements, obtain any required import, export or economic sanctions licenses or other authorizations, and make all proper government filings required of it in connection with its use of the Service.</p>
<h3><span class="cl">B9</span>No Professional Advice; No Use of Service for Certain Purposes.</h3>
<p><strong>B9.1</strong> Customer acknowledges (i) that any direction, suggested usage, or guidance provided by ProboTalent or IBM regarding the use of the Service does not constitute medical, clinical, legal, accounting or other licensed professional advice, and (ii) that Customer should obtain their own expert advice.</p>
<p><strong>B9.2</strong> Customer agrees that it shall not use the Service if failure or interruption of the Service could lead to death, serious bodily injury, or property or environmental damage.</p>
<h3><span class="cl">B10</span>Content and Data Protection.</h3>
<p><strong>B10.1</strong> “Content” consists of all personal information and personal data that Customer or its authorized users provide, authorize access to, or input into the Service (or personal information or personal data Customer or its authorized users may provide, make available or grant access to, in connection with <strong>ProboTalent</strong> providing other services related to the AI Features (such other services being collectively referred to as “<strong>Other AI Related Services</strong>”))<em>. Customer grants the rights and permissions to ProboTalent, its affiliates, and the licensors and contractors of ProboTalent (including IBM), to use, provide, store, and otherwise process Content solely for the purpose of providing the Service </em>(and Other AI Related Services, if applicable)<em>. Use of the Service </em>(and Other AI Related Services, if applicable) will not affect Customer’s ownership or license rights in the Content.</p>
<p><strong>B10.2</strong> ProboTalent will access and use the Content solely for the purpose of providing and managing the Service <em>(and Other AI Related Services, if applicable)</em>. ProboTalent will treat Content as confidential by only disclosing Content to ProboTalent employees and contractors (including IBM) to the extent necessary to provide the Service <em>(or Other AI Related Services, if applicable)</em>.</p>
<p><strong>B10.3</strong> Customer is responsible for obtaining all necessary rights and permissions to permit processing of Content in the Service <em>(or the Other AI Related Services, if applicable)</em>. Customer will make all disclosures and obtain all consents required by applicable law before Customer provides, authorizes access, or inputs individuals' information, including personal or other regulated data, for processing in the Service <em>(or in the Other AI Related Services, if applicable)</em>.</p>
<p><strong>B10.4</strong> If any Content could be subject to governmental regulation or may require security measures beyond the security measures specified by ProboTalent for the Service <em>(or the Other AI Related Services, if applicable)</em>, Customer will not provide, allow access to, or input the Content for processing in the Service <em>(or the Other AI Related Services, if applicable), </em>unless specifically permitted by ProboTalent or unless ProboTalent has first agreed in writing to implement additional security and other measures. Customer is responsible for adequate back up of Content on Customer managed systems prior to providing or allowing access of Content to ProboTalent in connection with Customer’s use of the Service <em>(or Other AI Related Services, if applicable)</em>.</p>
<p><strong>B10.5</strong> The specific security features and functions of the Service will be described in the documentation or other documents or materials relating to the Service. <em>The specific security features and functions of any Other AI Related Services, if applicable, will be described in the documentation or other documents or materials relating to the Other AI Related Services.</em> Customer is responsible for selecting, ordering, enabling, and using available data protection features appropriate to support Customer’s use of the Service <em>(and Other AI Related Services, if applicable)</em>. Customer is responsible for assessing the suitability of the Service <em>(and Other AI Related Services, if applicable)</em>, for the Content and Customer’s intended use. Customer acknowledges that the use of the Service (and Other <strong>AI Related Services, if applicable) meets Customer’s requirements and processing instructions required to comply with all applicable laws.</strong></p>
<p><strong>B10.6</strong> ProboTalent’s Data Processing Addendum (the “ProboTalent Data Processing Addendum”), to the extent applicable, applies to the processing of Content that constitutes personal information or personal data by ProboTalent acting as Customer’s processor in connection with the Service. ProboTalent’s Privacy Policy (the “ProboTalent Privacy Policy”) applies generally to the collection, use, sharing, maintenance and disposal of information by ProboTalent. To the extent of a conflict or inconsistency between the provisions of the ProboTalent Data Processing Addendum and the ProboTalent Privacy Policy as applied to the processing of Content that constitutes personal information or personal data by ProboTalent acting as Customer’s processor in connection with the Service, then the provisions of the ProboTalent Data Processing Addendum shall apply. At ProboTalent’s discretion, ProboTalent may change the ProboTalent Data Processing Addendum or the ProboTalent Privacy Policy from time to time and the change will be effective when published or on the specified effective date. The intent of any change will be to improve and clarify existing commitments and maintain alignment to current adopted operational and security standards or applicable laws. The intent of any change will not be to degrade the security or functionality of the measures described in the ProboTalent Data Processing Addendum or the ProboTalent Privacy Policy.</p>
<p><strong>B10.7</strong> Customer hereby consents to and authorizes the processing of Customer personal information by ProboTalent in connection with ProboTalent’s provision of the Service <em>(and the Other AI Related Services, if applicable)</em>. Customer hereby agrees to obtain sufficient consent and authorization from individuals that provide personal information to Customer for provision to ProboTalent for processing in connection with ProboTalent’s provision of the Service <em>(and the Other AI Related Services, if applicable)</em>.</p>
<h2>Annex C Special Customer Terms Applicable to AI Features – Google Related Terms</h2>
<h3><span class="cl">C1</span>Special Customer Terms Applicable to AI Features - Google Related Terms.</h3>
<p><strong>C1.1</strong> Customer acknowledges that the Service may incorporate certain artificial intelligence features (“AI Features”) that are based upon or utilize technology licensed by ProboTalent from Google LLC (“Google”).</p>
<p><strong>C1.2</strong> Customer further acknowledges that Customer’s use of the AI Features is contingent upon Customer’s agreement to these Special Customer Terms Applicable to AI Features - Google Related Terms (and that Customer’s use of the Service will constitute its acceptance of these Special Customer Terms Applicable to AI Features).</p>
<p><strong>C1.3</strong> Accordingly, Customer agrees that these Special Customer Terms Applicable to AI Features - Google Related Terms will apply in the event that Customer uses the Service.</p>
<h3><span class="cl">C2</span>Restrictions.</h3>
<p><strong>C2.1</strong> Customer<strong> </strong>will not copy, modify, or create a derivative work of the Service; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Service (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Service; or (d) access or use the Service (i) for High Risk Activities (that is, activities where the use or failure of the Service would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry)); (ii) in violation of the Google Acceptable Use Policy located at <a href="https://cloud.google.com/terms/aup" target="_blank" rel="noopener">https://cloud.google.com/terms/aup</a> (the “Google Acceptable Use Policy”); (iii) in a manner intended to avoid incurring fees due or to circumvent Service-specific usage limits or quotas; (iv) to engage in cryptocurrency mining; (v) to operate or enable any telecommunications service or in connection with any application that allows Customers to place calls or to receive calls from any public switched telephone network; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vii) in a manner that breaches, or causes the breach of, United States Export Control Laws; or (viii) to transmit, store, or process health information subject to United States HIPAA regulations.</p>
<p><strong>C2.2</strong> Customer<strong> </strong>will not access or use the Service in violation of the Google Generative AI Prohibited Use Policy located at <a href="https://policies.google.com/terms/generative-ai/use-policy" target="_blank" rel="noopener">https://policies.google.com/terms/generative-ai/use-policy</a> (the “Google Generative AI Prohibited Use Policy”).</p>
<h3><span class="cl">C3</span>Competitive Use.</h3>
<p><strong>C3.1</strong> Customer<strong> </strong>will not use the Service or its underlying AI Features, or any output generated by the Service or its underlying AI Features, to develop a similar or competing product or service. ProboTalent may immediately suspend or terminate Customer’s use of the Service based on any suspected violation of the preceding sentence.</p>
<p></p>
<h3><span class="cl">C4</span>Model Restrictions.</h3>
<p><strong>C4.1</strong> Customer<strong> </strong>will not use the Service or its underlying AI Features, or any output generated by the Service or its underlying AI Features, to: (i) substitute, replace, or circumvent the use of a Google AI Model, directly or indirectly, or (ii) create or improve AI models similar to a Google AI Model.</p>
<h3><span class="cl">C5</span>No Reverse Engineering.</h3>
<p><strong>C5.1</strong> Customer will not reverse engineer or extract any components of any AI Features within the Service (or any related Google service, software, or AI models (such as using prompts to discover training data)). ProboTalent may immediately suspend or terminate Customer’s use of the Service based on any suspected violation of the preceding sentence.</p>
<h3><span class="cl">C6</span>Healthcare Restrictions.</h3>
<p><strong>C6.1</strong> Customer<strong> </strong>will not use the Service or its underlying AI Features for clinical purposes, as a substitute for professional medical advice, or in any manner that is overseen by or requires clearance or approval from any applicable healthcare regulatory authority.</p>
<h3><span class="cl">C7</span>Generative AI Services Disclaimer.</h3>
<h3>C7.1 Customer acknowledges that generative AI services use emerging technology, may provide inaccurate or offensive output, and are not designed for or intended to meet regulatory, legal, or other obligations.</h3>
<h3><span class="cl">C8</span>Age Requirements.</h3>
<p><strong>C8.1</strong> Customer shall not use the Service as part of any website, application, or other online service that is directed towards or is likely to be accessed by individuals under the age of 18.</p>
<h3><span class="cl">C9</span>Responsibility for Inputs and Outputs.</h3>
<p><strong>C9.1</strong> Customer shall be solely responsible for all inputs provided by Customer to the AI Features within the Service (“Prompts”) and for the use by Customer of any content generated by the AI Features within the Service (“Generated Content”). Customer shall ensure that Customer’s Prompts and Customer’s use of Generated Content comply with all applicable laws, third-party rights, and the terms of the Customer’s agreement with ProboTalent.</p>
<h3><span class="cl">C10</span>No High-Risk Uses Without Review.</h3>
<p><strong>C10.1</strong> Customer shall not use the Service or its underlying AI Features to make automated decisions that may have material detrimental impacts on individual rights (e.g., in employment, healthcare, finance, or legal contexts). Customer acknowledges and agrees that it is solely responsible for ensuring adequate human supervision, review, and validation of such decisions, and for complying with all applicable laws requiring such oversight.</p>
<h3><span class="cl">C11</span>No Bypassing Safety Measures.</h3>
<p><strong>C11.1</strong> Customer shall not attempt to bypass, disable, or otherwise circumvent any safety features or content filters within the Service or its underlying AI Features.</p>
<h3><span class="cl">C12</span>No Competitive Model Development / Reverse Engineering.</h3>
<p><strong>C12.1</strong> Customer shall not use the Service or its underlying AI Features to develop models that compete with Google's AI services (e.g., Google Gemini API or Google AI Studio). Customer shall not attempt to reverse engineer, extract, replicate, or decompile any component of the Service's underlying AI models, including the underlying data or parameter weights.</p>
<h3><span class="cl">C13</span>Google’s Prohibited Use Policy and Generative AI Prohibited Use Policy.</h3>
<p><strong>C13.1</strong> Customer shall ensure that it use of the AI Features within the Service complies with Google's Acceptable Use Policy (available at <a href="https://cloud.google.com/terms/aup" target="_blank" rel="noopener">https://cloud.google.com/terms/aup</a>) and Google's Generative AI Prohibited Use Policy (available at <a href="https://policies.google.com/terms/generative-ai/use-policy" target="_blank" rel="noopener">https://policies.google.com/terms/generative-ai/use-policy</a>). Customer acknowledges that violation of these policies may result in suspension or termination of access to the Service.</p>
<h3><span class="cl">C14</span>Use of Generated Content.</h3>
<p><strong>C14.1</strong> Customer acknowledges that content generated by the AI Features within the Service may contain inaccuracies, biases, or may not reflect recent events or information. Customer is responsible for evaluating the accuracy and appropriateness of all content generated by the Service and its underlying AI Features for its specific use case, including where human review is necessary, before using such content. ProboTalent makes no warranty or representation regarding the accuracy, completeness, or suitability of content generated by the underlying AI Features for Customer’s use case. Customer assumes all risks associated with Customer’s use of content generated by the AI Features within the Service.</p>
<h3><span class="cl">C15</span>Compliance With Applicable Law.</h3>
<p><strong>C15.1</strong> Customer shall comply with all applicable laws and regulations applicable to its use of the Service and its underlying AI Features.</p>
<h2>Annex D Additional Customer Terms Applicable to ID Verification Features – ID.me Related Terms</h2>
<h3><span class="cl">D1</span>Additional Customer Terms Applicable to ID Verification Features – ID.me Related Terms.</h3>
<p><strong>D1.1</strong> Customer acknowledges that the Service may incorporate certain ID verification features (“ID Verification Features”) that are based upon technology or services provided by ID.me, LLC (“ID.me”). The ID Verification Features may require Candidates (referred to as “ID.me Member” in this context) to upload an image of an acceptable government ID along with a selfie. The ID Verification Features are intended to provide a method of verifying an ID.me Member’ identity based upon inspection of the government ID and comparison of the photo on the government ID and the selfie.</p>
<p><strong>D1.2</strong> Customer further acknowledges that Customer’s use of the ID Verification Features provided by ID.me is contingent upon Customer’s agreement to these Additional Customer Terms Applicable to ID Verification Features – ID.me Related Terms (and that Customer’s use of the ID Verification Features provided by ID.me will constitute its acceptance of these Additional Customer Terms Applicable to ID Verification Features – ID.me Related Terms).</p>
<p><strong>D1.3</strong> Accordingly, Customer agrees that these Additional Customer Terms Applicable to ID Verification Features – ID.me Related Terms will apply in the event that Customer uses the ID Verification Features provided by ID.me within the Service.</p>
<h3><span class="cl">D2</span>ID.me Additional Customer Flow Down Terms.</h3>
<p><strong>D2.1</strong> Applicability and Flow-Down. ID.me provides authentication and identity proofing through its proprietary hosted platform (the “ID.me Platform” and collectively, the “ID.me Services”). These ID.me Flow Down Terms (“ID.me Additional Customer Flow Down Terms”) apply to any party that accesses or uses the ID.me Services through the ProboTalent Service, including ProboTalent Customers (collectively, “Downstream Parties”).</p>
<p><strong>D2.2</strong> Access and Use. The ID.me Services may be used only as embedded within the ProboTalent Service and not as a standalone product or service. Customer may not resell, sublicense, or otherwise make the Services available to any third party. Customer may not (a) reverse engineer, decompile, or attempt to derive the source code of the ID.me Platform or its underlying structure; (b) interfere with or disrupt its integrity, security, or performance; (c) circumvent, exceed, or evade usage limitations or controls; or (d) use it in a manner that could impair, disable, or overburden the ID.me Platform. Customer further represents (a) that any data provided to the ID.me Services shall be transferred in compliance with applicable industry security standards; (b) will not transmit any known viruses, worms, time bombs, Trojan horses and/or other harmful or malicious codes, files, scripts, agents or programs; and (3) Verification Responses or ID.me Services will not be used in any way which violates or infringes any third party intellectual property rights; or any privacy or other rights of any third party; or violates applicable law.</p>
<p><strong>D2.3</strong> ID.me Member Relationship and Data Roles. Individuals verifying their identity with ID.me (“ID.me Members”) interact directly with ID.me and must agree to ID.me’s Terms of Service and Privacy Policy. Customer will not interfere with or attempt to alter this direct relationship. ID.me independently determines the purposes and means of processing personal data relating to ID.me Members and acts as a separate and independent data controller. Personal information, as commonly defined under privacy laws, provided by an ID.me Member to ID.me shall be considered ID.me information and for such information, ID.me shall be the controller or business as such terms are defined in privacy laws.</p>
<p><strong>D2.4</strong> Verification Responses and Permitted Use. Verification Responses are provided on a per-transaction basis based on ID.me Member consent, which ID.me obtains for each release of personal data. Verification Responses may be used only for the specific purpose for which the ID.me Member’s consent was obtained, in compliance with applicable law and subject to these ID.me Additional Customer Flow Down Terms and this Annex D. As used herein, the term “Verification Response” means a response derived from ID.me’s verification of data submitted by ID.me Member to the ID.me Platform.</p>
<p><strong>D2.5</strong> FCRA and Other Prohibited Uses; No Consumer Reporting Agency Status. Customer will not (a) use any Verification Response for purposes governed by the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) (“FCRA”), including determining eligibility for credit, insurance, employment, or other FCRA-covered purposes; (b) take any adverse action (as defined under the FCRA) based in whole or in part on any Verification Response; (c) use Verification Response as a consumer report or as a factor in establishing eligibility for credit, insurance, employment, licensing, or similar benefits in a manner that would subject the Verification Response to the FCRA; (d) sell, share, disclose, distribute, or aggregate Verification Response or data derived from them; or (e) rely on Verification Response as a standalone basis for decisions regarding employment, credit, insurance, licensing, or similar eligibility determinations. Verification Response are provided as one input within a broader process, and Customer is responsible for its own decisions and may not rely on a Verification Response as the sole basis for any decision affecting an individual. ID.me does not operate as a consumer reporting agency and does not provide consumer reports, and the ID.me Services and Verification Response may not be used in any manner that would cause them to be treated as such.</p>
<p><strong>D2.6</strong> Privacy and Data Use. Customer is responsible for complying with privacy and data protection laws applicable to them and will not disclose, transfer, sell, distribute, share otherwise deliver or redisclose to any entity any Verification Response including any lists, databases or similar compilations derived from Verification Responses. Customer shall use Verification Responses only for the purpose for which consent was obtained, will not use personal information from Verification Response for cross-context behavioral advertising, and will not infer or build marketing profiles based on use of ID.me Services.</p>
<p><strong>D2.7</strong> Enforcement and Platform Control. ID.me is an intended third-party beneficiary of these Terms and may enforce them to the extent permitted by applicable law. These ID.me Additional Customer Flow Down Terms are binding upon access to or use of the ID.me Services, even without a direct agreement with ID.me. ID.me may suspend, restrict, or terminate access to the ID.me Services by Customer if it determines there is a breach or risk to the ID.me Platform, including by disabling access credentials or integrations, and may do so independently of any contractual relationship with Customer. Customer will reasonably cooperate with such actions. ID.me is not liable for any impacts resulting from such suspension or termination.</p>
<h3><span class="cl">D3</span>Use Rights; Use Restrictions.</h3>
<p><strong>D3.1</strong> Use Rights. Subject to the these Additional Terms Pertaining to ID Verification Features – ID.me Related Terms, ProboTalent grants to Customer a revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Terms and Conditions to access and use the ID.me Platform and ID.me Services for internal business purposes in accordance with the terms set forth herein.</p>
<p><strong>D3.2</strong> Use Restrictions. Notwithstanding Section E3.1, Customer may not: (a) access, use, copy, modify, reverse engineer, create derivative works of or otherwise attempt to discover the source code of or trade secrets embodied in the ID.me Platform for any purpose; (b) distribute or otherwise make available the ID.me Platform, ID.me Services and/or Verification Responses or any portion thereof to third parties; (c) in addition to the limits on the Territory set forth in the Terms and Conditions, enable use of the ID.me Platform outside the United States and its territories; the European Union, United Kingdom or Canada; (d) reproduce any documentation unless authorized otherwise by ID.me; (e) use the ID.me Services in a manner not authorized under this Annex D, in a manner that cause the ID.me Services to be subject to the Fair Credit Reporting Act or in violation of applicable laws, including, without limitation, those related to SMS/text messaging and any export/import laws, or for other than internal business purposes; (f) remove, alter or obscure any trademarks, specifications, documentation, warranties, or disclaimers, or any copyright, patent, or other intellectual property or proprietary rights notices from ID.me information, including any copy thereof; or (g) intentionally disrupt the normal flow or otherwise act in a manner that negatively affects other users' ability to use the ID.me Platform. Customer further agrees that: (i) ID.me does not operate as a consumer reporting agency and the Verification Responses are not intended to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq.; (ii) the ID.me Services and Verification Responses are used solely for identity verification purposes and not to assess an individual’s eligibility, suitability or qualifications; (iii) the ID.me Services and/or Verification Responses, will not be used in whole or in part, as a factor in establishing a ID.me User’s eligibility for credit, insurance, employment, or licensing in a manner that subjects the Services to the Fair Credit Reporting Act; (iv) that the Verification Responses will not be combined with other data in a manner intended to create a consumer report in a manner which will cause them to be governed by the Fair Credit Reporting Act. Moreover, Customer agrees that it will not take any “adverse action,” as that term is defined in the Fair Credit Reporting Act, against any ID.me User based in whole or in part upon the Services and/or Verification Responses.</p>
<p><strong>D3.3</strong> Verification Response Logs. Customer must maintain their own records of Verification Responses. ID.me is not responsible for maintaining Verification Responses.</p>
<h3><span class="cl">D4</span>Personal Information; Verification Responses.</h3>
<p><strong>D4.1</strong> Personal Information. Customer acknowledges that its are responsible for compliance with their handling of any data security and privacy laws with respect to their handling of personal information, including personal information (if any) that may be contained in Verification Responses, and other personally identifiable information.</p>
<p><strong>D4.2</strong> Verification Responses. Customer may not disclose, transfer, sell, distribute, share or otherwise deliver or re-disclose to any other person or entity any Verification Responses resulting from the ID.me Services, including any lists, databases or similar compilations derived from the Verification Responses; it being understood that the Verification Responses may be used, saved and retained by Customer only for the limited purposes specified in this Annex D. Customer further agrees that personal information (if any) contained in any Verification Responses shall be not used for any type of cross context behavioral advertising.</p>
<p><strong>D4.3</strong> Customer Representations. Customer represents and warrants that Customer shall use the ID.me Services and any Verification Responses solely in accordance with the limitations set forth in this Annex D. Customer shall not use the ID.me Services or Verification Responses in any way which violates or infringes any other person’s intellectual property rights, or any privacy or other right of any third party or which violates applicable law. Customer represents that any data provided by Customer to ID. was obtained and is transferred in compliance with applicable industry security standards, and will not contain or transmit to ID.me any known viruses, worms, time bombs, Trojan horses, and/or other harmful or malicious code, files, scripts, agents or programs.</p>
<h2>Annex E Additional Customer Terms Applicable to ID Verification Features – Persona Related Terms</h2>
<h3><span class="cl">E1</span>Additional Customer Terms Applicable to ID Verification Features – Persona Related Terms.</h3>
<p><strong>E1.1</strong> Customer acknowledges that the Service may incorporate certain ID verification features (“ID Verification Features”) that are based upon technology or services provided by Persona Identities, Inc. (“Persona”). The ID Verification Features require Candidates (referred to as “End Users” in this context) to upload an image of an acceptable government ID along with a selfie (sometimes referred to as “Government ID plus Selfie”). The ID Verification Features are intended to provide a method of verifying an End User’s identity based upon inspection of the government ID and comparison of the photo on the government ID and the selfie.</p>
<p><strong>E1.2</strong> Customer further acknowledges that Customer’s use of the ID Verification Features provided by Persona is contingent upon Customer’s agreement to these Additional Customer Terms Applicable to ID Verification Features – Persona Related Terms (and that Customer’s use of the ID Verification Features provided by Persona will constitute its acceptance of these Additional Customer Terms Applicable to ID Verification Features – Persona Related Terms).</p>
<p><strong>E1.3</strong> Accordingly, Customer agrees that these Additional Customer Terms Applicable to ID Verification Features – Persona Related Terms will apply in the event that Customer uses the ID Verification Features provided by Persona within the Service.</p>
<h3><span class="cl">E2</span>Certain Definitions Pertaining to ID Verification Features.</h3>
<p><strong>E2.1</strong> As used in these Additional Terms Pertaining to ID Verification Features - Persona Related Terms, the following terms shall have the following meanings:</p>
<p>"Aggregated Anonymous Data" means anonymous data sets about ID Verification Feature product usage and/or performance that do not identify Customers or Customer End Users and that are stripped of all persistent identifiers (such as name, email address, device identifiers, and IP addresses).</p>
<p>"Customer Data" means any data collected by the Service on behalf of Customer in connection with Customer’s use of the ID Verification Features and any data or content that Customer provides to the Service in connection with Customer’s use of the ID Verification Features, including data of Customer’s End Users.</p>
<p>"End Users" means end users (such as employment candidates) who use the ID Verification Features for verification purposes.</p>
<p>"Persona Service" means the proprietary software-as-a-service products and services of Persona made available to Customer in connection with the ID Verification Features.</p>
<h3><span class="cl">E3</span>Use Rights; Use Restrictions.</h3>
<p><strong>E3.1</strong> Use of ID Verification Features. Subject to the these Additional Terms Pertaining to ID Verification Features - Persona Related Terms, ProboTalent grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of the Terms and Conditions to access and use the ID Verification Features solely for their business purposes and in accordance with the documentation applicable to the ID Verification Features and the terms set forth herein.</p>
<p><strong>E3.2</strong> Use of ID Verification Features Only as Part of Service. Customer may only utilize the ID Verification Features as part of the Service.<strong> </strong>Customer<strong> </strong>may not utilize the ID Verification Features as a standalone identity verification service.</p>
<p><strong>E3.3</strong> Restrictions Applicable to Use of ID Verification Features. Customer may not, and may not allow any third party to: (i) rent, copy, transfer, resell, sublicense, lease, time-share, distribute, or otherwise provide access to any portion of the ID Verification Features, the Service or the Persona Service to a third party (except Customer End Users in the manner contemplated herein); (ii) use the ID Verification Features (or any portion of them) with any site, product, application or service, other than the Service; (iii) modify or create a derivative work of the ID Verification Features, the Service or the Persona Service or any portion of any of them; (iv) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APls to the ID Verification Features, the Service or the Persona Service, except to the extent expressly permitted by applicable law and then only with advance notice to ProboTalent; (v) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the ID Verification Features, the Service or the Persona Service, or configure the ID Verification Features, the Service or the Persona Service (or any component thereof) to avoid sending events or impressions or to otherwise avoid incurring fees; (vi) access the ID Verification Features, the Service or the Persona Service for the purpose of building a competitive product or service or copying its features or user interface; (vii) use the ID Verification Features, the Service or the Persona Service for purposes of product evaluation, benchmarking, performance testing, or comparative analysis intended for publication; or (viii) remove or obscure any proprietary or other notices contained in the ID Verification Features, the Service or the Persona Service, including in any reports or output obtained from the ID Verification Features, the Service or the Persona Service.</p>
<p><strong>E3.4</strong> Use of ID Verification Features Subject to Applicable Agreements. Customer’s use of the ID Verification Features shall be subject to the Customer Terms and Conditions, as supplemented by these Additional Customer Terms Applicable to ID Verification Features – Persona Related Terms.</p>
<p><strong>E3.5</strong> Customer Obligations. Customer shall (i) to the extent required of it under applicable law, provide all required disclosures to End Users and, to the extent required of it under applicable law, obtain any necessary rights, releases, and consents related to such End Users’ use of the ID Verification Features and to permit End User data to be collected, used, and disclosed in the manner contemplated herein; and (ii) use the ID Verification Features in compliance with all applicable laws and regulations.</p>
<p><strong>E3.6</strong> Fair Credit Reporting Act. The data and information provided by the Service in connection with Customer’s use of the ID Verification Features is not intended to constitute a "consumer report" as such term is defined under the Fair Credit Reporting Act (as amended) ("FCRA"). Customer represents and warrants that it shall not use any information provided by the ID Verification Features in whole or in part as a factor in determining eligibility for credit, insurance, employment or another eligibility purpose, in each case, in a manner that would qualify such information as a consumer report under the FCRA.</p>
<p><strong>E3.7</strong> Export Control. Customer agrees to comply with all applicable export control laws in connection with its use of the ID Verification Features. Without limiting the generality of the foregoing, Customer represents and warrants that neither it, nor any of its officers or directors or other control persons, is on any government list of prohibited or restricted parties or located in (or a national of) a country subject to a government embargo or that has been designated by the government as a "terrorist supporting" country.</p>
<h3><span class="cl">E4</span>Customer Data.</h3>
<p><strong>E4.1</strong> Rights in Customer Data. As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the Customer Data. Customer grants to ProboTalent a non-exclusive, worldwide, royalty-free right to collect, use, modify and process Customer Data to provide the ID Verification Features and related services (including for customer support), and for quality assurance and fraud prevention. The foregoing does not prevent ProboTalent from generating Aggregated Anonymous Data in accordance with applicable law.</p>
<h2>Annex F Additional Customer Terms Applicable to Salary Data Features</h2>
<h3><span class="cl">F1</span>Additional Customer Terms Applicable to Salary Data Features.</h3>
<p><strong>F1.1</strong> Customer acknowledges that the Service may incorporate certain salary data features (“Salary Data Features”) that are based upon or utilize technology and content licensed by ProboTalent from Salary.com, LLC (“Salary”).</p>
<p><strong>F1.2</strong> Customer further acknowledges that Customer’s use of the Salary Data Features is contingent upon Customer’s agreement to these Additional Customer Terms Applicable to Salary Data Features (and that Customer’s use of the Salary Data Features will constitute its acceptance of these Salary Data Features).</p>
<p><strong>F1.3</strong> Accordingly, Customer agrees that these Additional Customer Terms Applicable to Salary Data Features will apply in the event that Customer uses the Salary Data Features within the Service.</p>
<h3><span class="cl">F2</span>Authorization to Use Salary Data.</h3>
<p><strong>F2.1</strong> Customer may use the Salary Data, as incorporated within the Salary Data Features, for its internal business purposes within the Territory, in the manner and for the purposes set forth herein.</p>
<p><strong>F2.2</strong> The “Territory” shall mean the United States of America.</p>
<p><strong>F2.3</strong> Customer may not use the Salary Data separate and apart from the Salary Data Features provided within the Service.</p>
<h3><span class="cl">F3</span>Restrictions.</h3>
<p><strong>F3.1</strong> Customer acknowledges and agrees that the Salary Data is owned by ProboTalent’s licensor (Salary) and that use of the Salary Data is provided on a non-exclusive, non-transferable basis solely for the Customer’s internal business purposes.</p>
<p><strong>F3.2</strong> Customer acknowledges and agrees that its right to use the Salary Data Features and the Salary Data is restricted to use by Customer and does not include the right to distribute the Salary Data to any third party.</p>
<p><strong>F3.3</strong> Customer further acknowledges and agrees as follows:</p>
<ul>
<li>Customer is not entitled to undertake, cause, permit or authorize any reverse assembling, reverse compiling, back-calculating, decompiling, disassembling, hacking, or other reverse engineering, and/or translating or extracting of the Salary Data, or any portions thereof.</li>
</ul>
<ul>
<li>Customer is not allowed to access or use the Salary Data for the purposes of creating a product that competes with any Salary product or service.</li>
</ul>
<ul>
<li>Customer shall not (i) identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Salary Data or any portion thereof, or otherwise derive its source code; (ii) modify the Salary Data, translate, or otherwise create derivative works of the Salary Data, (iii) incorporate or embed the Salary Data, in whole or in part, into another product or other computer software code, or (iv) allow the removal, alteration, covering or obscuring of any copyright notice or any other notice or mark that appears on the Salary Data, on any copies, or any media.</li>
</ul>
<ul>
<li>Customer shall not attempt to or re-identify any previously aggregated, deidentified, or anonymized Salary Data.</li>
</ul>
<ul>
<li>Customer shall not use Salary Data for the purpose of training, testing, or validating any Customer or third-party machine-based system, algorithm, artificial intelligence model, large language model, or other model that is intended to generate content or data, identify patterns in data, produce insights, or make predictions, recommendations, or decisions; and operates using machine learning, logic, knowledge-based approaches, or other approaches designed to approximate cognitive abilities.</li>
</ul>
<ul>
<li>Customer may not share the Salary Data with or use the Salary Data on behalf of any third party.</li>
</ul>
<ul>
<li>Customer shall not use the Salary data with any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in libelous, defamatory, disparaging, obscene, pornographic, abusive, discriminatory, or otherwise illegal or offensive content.</li>
</ul>
<h3><span class="cl">F4</span>Role of the Parties.</h3>
<p><strong>F4.1</strong> Customer acknowledges and agrees that Salary shall not have any liability or obligation to Customer or any other party for any indirect, incidental, consequential, or punitive damages, or for direct damages in excess of the fees paid for the Services for a given period of time. To the extent direct damages may not be so limited under applicable law, then neither Salary shall not have any liability or obligation to Customer or any other party for any direct damages in excess of the fees paid by Customer for the Salary Data Features during the 12 month period preceding the date that the claim arises.</p>
<h3><span class="cl">F5</span>Compliance with Law.</h3>
<p><strong>F5.1</strong> Customer further agrees that Customer shall comply fully with all applicable laws and regulations (including relevant US export restrictions and regulations), in its use of the Salary Related Features and the Salary Data.</p>
<h3><span class="cl">F6</span>Ownership of Salary Data.</h3>
<p><strong>F6.1</strong> Customer further acknowledges and agrees that Salary owns all right, title and interest to the Salary Data, that Customer has not rights in and to the Salary Data other than to use the Salary Data in the manner and for the purposes set forth hereunder.</p>
<p><strong>F6.2</strong> Customer further acknowledges and agrees that may not modify or create any derivative works of the Salary Data.</p>
<h2>Annex G Additional Customer Terms Applicable to Programmatic Job Advertising Features</h2>
<h3><span class="cl">G1</span>Additional Customer Terms Applicable to Programmatic Job Advertising Features.</h3>
<p><strong>G1.1</strong> Customer acknowledges that the Service may incorporate certain programmatic job advertising features (“Programmatic Job Advertising Features”) that are based upon or utilize technology and content licensed by ProboTalent LLC from Joveo, Inc. (“Joveo”). The Programmatic Job Advertising Features enable users to advertise jobs across a broad network of job boards, social media platforms, aggregators, and other candidate acquisition channels with minimal manual input.</p>
<p><strong>G1.2</strong> Customer further acknowledges that Customer’s use of the Programmatic Job Advertising Features is contingent upon Customer’s agreement to these Additional Customer Terms Applicable to Programmatic Job Advertising Features (and that Customer’s use of the Programmatic Job Advertising Features will constitute its acceptance of these Additional Customer Terms Applicable to Programmatic Job Advertising Features).</p>
<p><strong>G1.3</strong> Accordingly, Customer agrees that these Additional Customer Terms Applicable to Programmatic Job Advertising Features will apply in the event that Customer uses the Programmatic Job Advertising Features within the Service.</p>
<h3><span class="cl">G2</span>Authorization.</h3>
<p><strong>G2.1</strong> Appointment. Subject to the terms and conditions set forth herein, ProboTalent hereby authorizes Customer to use the Programmatic Job Advertising Features, as provided within the Service, without the right to grant any further sublicense or other intellectual property rights in the Programmatic Job Advertising Features.</p>
<p><strong>G2.2</strong> Restriction.<strong> </strong>Except as expressly stated herein, Customer shall not:</p>
<ul>
<li>resell, sublicense, distribute, or otherwise make available the Programmatic Job Advertising Features, in whole or in part, to any third party other than as expressly permitted hereunder;</li>
</ul>
<ul>
<li>Reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Programmatic Job Advertising Features, except to the extent such restriction is prohibited by applicable law; or</li>
</ul>
<ul>
<li>use the Programmatic Job Advertising Features in any manner that is inconsistent with the Documentation or applicable law.</li>
</ul>
<h3><span class="cl">G3</span>Bilaterality.</h3>
<p><strong>G3.1</strong> No Privity of Contract; Claim Routing. Customer to acknowledges, (i) that they have no privity of contract with, or third-party beneficiary rights against, Joveo; and (ii) that they will route all Programmatic Job Advertising Features related claims, support requests, disputes, and inquiries exclusively to ProboTalent.</p>
<h3><span class="cl">G4</span>Grant of Rights; Use Restrictions; No Reliance on Outcomes.</h3>
<p><strong>G4.1</strong> Permission to Use Programmatic Job Advertising Features<strong>.</strong> Subject to Customer’s compliance with the Customer Terms and Conditions and the additional terms set forth herein, ProboTalent hereby authorizes Customer to access and use, on a limited, non-exclusive, non-transferable, non-sublicensable basis, during the term of the Customer Terms and Conditions, the Programmatic Job Advertising Features, as part of the Service, in the manner permitted hereunder.</p>
<p><strong>G4.2</strong> Use Restrictions. Customer shall not:</p>
<ul>
<li>reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Programmatic Job Advertising Features, except to the extent such restriction is prohibited by applicable law;</li>
</ul>
<ul>
<li>copy, modify, translate, adapt, or create derivative works of the Programmatic Job Advertising Features or any portion thereof;</li>
</ul>
<ul>
<li>access or use the Programmatic Job Advertising Features for the purpose of building, benchmarking, or enabling a directly competitive programmatic advertising campaign service;</li>
</ul>
<ul>
<li>remove, obscure, or alter any proprietary notices, trademarks, or branding included in or on the Programmatic Job Advertising Features;</li>
</ul>
<ul>
<li>use the Programmatic Job Advertising Features in a manner inconsistent with the user documentation related to the Programmatic Job Advertising Features;</li>
</ul>
<ul>
<li>circumvent, disable, or otherwise interfere with usage limits, security features, authentication measures, or access controls applicable to the Programmatic Job Advertising Features;</li>
</ul>
<ul>
<li>use the Programmatic Job Advertising Features to store, transmit, or process unlawful, infringing, harmful, or malicious content, or to introduce malware, scripts, or code intended to disrupt or compromise the Programmatic Job Advertising Features; or</li>
</ul>
<ul>
<li>use the Programmatic Job Advertising Features except as expressly permitted hereunder.</li>
</ul>
<p><strong>G4.3</strong> No Reliance on Outcomes<strong>.</strong> Customer acknowledges that ProboTalent has not made any representations, promises or guarantees regarding performance, outcomes, or results of any programmatic advertising campaign created and managed through the Programmatic Job Advertising Features for a specific job, budget, and duration.</p>
<h3><span class="cl">G5</span>Compliance.</h3>
<p><strong>G5.1</strong> General Compliance. Customer shall comply with all applicable laws and regulations in connection with its use of the use of the Programmatic Job Advertising Features.</p>
<p><strong>G5.2</strong> Sanctions/Export. Customer shall not use, export, re-export, transfer, or otherwise make available the Programmatic Job Advertising Features in violation of applicable sanctions, export control, or trade compliance laws, including U.S. and other applicable economic sanctions regulations. Customer shall not permit access to the Programmatic Job Advertising Features by any individual or entity that is the subject of sanctions or export restrictions.</p>
<h3><span class="cl">G6</span>AI Features Relating to Programmatic Job Advertising Features.</h3>
<p><strong>G6.1</strong> Definitions<strong>.</strong> As used in this Section D6, the following terms shall have the following meanings:</p>
<ul>
<li>“AI Laws” means applicable laws and regulations governing AI and automated decision-making, including as applicable the EU Artificial Intelligence Act, GDPR, and similar national, state, or regional laws.</li>
</ul>
<ul>
<li>“Programmatic Job Advertising AI Features” means features (if any) provided as part of the Programmatic Job Advertising that includes artificial intelligence, machine learning, automated decision-making, or similar technologies.</li>
</ul>
<h3>G6.2 Output license.</h3>
<ul>
<li>Output license. Subject to the terms hereof, ProboTalent grants to Customer a limited, non-exclusive, non-transferable license during the term of use permitted hereunder to use AI outputs of the Programmatic Job Advertising AI Features solely for the uses permitted hereunder.</li>
</ul>
<h3>G6.3 Acceptable Use Restrictions.</h3>
<ul>
<li>No prohibited/high-risk uses. Customer will not use Programmatic Job Advertising AI Features in any prohibited or “high-risk” (or similarly regulated) manner under AI laws, or in connection with regulated automated decisions producing legal or similarly significant effects on individuals, unless (i) permitted by law, and (ii) in compliance with any legally required compliance measures.</li>
</ul>
<ul>
<li>No autonomous legally significant decisions. Customer acknowledges and agrees that Programmatic Job Advertising AI Features are decision-support only, and may not be used as the sole basis for decisions with legal or similarly significant effects concerning individuals (including hiring, termination, compensation, or eligibility determinations).</li>
</ul>
<ul>
<li>Sensitive Data. Customer will not provide “Sensitive Data” in connection with its use of the Programmatic Job Advertising AI Features except as permitted by and in compliance with applicable law. “Sensitive Data” includes special category data under GDPR, health data, biometric identifiers, precise geolocation, government IDs, financial account numbers, passwords, authentication credentials, and similar sensitive data.</li>
</ul>
<ul>
<li>No reverse engineering/model extraction; no competitive training. Customer will not: (i) reverse engineer, decompile, disassemble, or attempt to derive source code, models, model weights, or underlying parameters of the Programmatic Job Advertising AI Features; (ii) perform or facilitate model extraction/inversion, membership inference, prompt-injection designed to exfiltrate protected information of the Programmatic Job Advertising AI Features; or (iii) use Programmatic Job Advertising AI Features or output to develop, train, fine-tune, benchmark, validate, or improve any directly competing programmatic advertising campaign service.</li>
</ul>
<h3>G6.4 Disclaimers.</h3>
<ul>
<li>Disclaimers. Customer acknowledges AI outputs of the Programmatic Job Advertising AI Features may be probabilistic, non-deterministic, incomplete, or inaccurate, and may reflect biases present in data. Customer acknowledges that ProboTalent provides no warranty that AI output will be error free or achieve any particular outcome.</li>
</ul>
<h2>Annex H PROBOTALENT LLC Data Processing Addendum</h2>
<p class="updated">Last Updated July 1, 2026</p>
<p>This Data Processing Addendum (this “Addendum”) pertains to the Terms and Conditions (the “Terms and Conditions”) between ProboTalent LLC (“ProboTalent”) and the customer party to the Terms and Conditions (“Customer”) and applies to the Processing (as defined below) of Customer Personal Data (as defined below) by ProboTalent in order to provide the ProboTalent Service (as defined below). This Addendum is incorporated into the Terms and Conditions. In the event of a conflict between the terms of this Addendum and the terms of the Terms and Conditions, the terms of this Addendum shall prevail over the Terms and Conditions. Capitalized terms used and not otherwise defined in this Addendum shall have the meanings assigned to such terms in the Terms and Conditions.</p>
<p>The ProboTalent Service, among other things, enables Customers to request job candidates (“Candidates”) that have applied for employment or other positions with such Customers to complete assessments (“Assessments”) for use by the Customers in employment decisions.</p>
<p>The ProboTalent Service also enables Customers to request Candidates to request reference providers (“Reference Providers”) to provide reference assessments of the Candidates (called “Reference Assessments” or “Reference Checks”) for use by Customers in employment or similar decisions.</p>
<p>To use the ProboTalent Service as a Customer, the Customer must agree to the Terms and Conditions.</p>
<p>To use the ProboTalent Service as a Candidate, the Candidate must agree to Candidate Terms and Conditions pertaining to the ProboTalent Service (the “Candidate Terms and Conditions”).</p>
<p>To use the ProboTalent Service as a Reference Provider, the Reference Provider must agree to Reference Provider Terms and Conditions pertaining to the ProboTalent Service (the “Reference Provider Terms and Conditions”).</p>
<p>To use the ProboTalent Service on behalf of a Customer, a person must be a designated user of the Customer (a “Designated User”), and must agree to a Designated User Acknowledgment and Authorization Form (“Designated User Acknowledgment Form”).</p>
<p><strong>1.Definitions</strong>. Capitalized terms used have the meanings given below.</p>
<p>1.1 “Applicable State Law” shall mean applicable law of any State of the United States of America.</p>
<p>1.2 “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of Processing Personal Data.</p>
<p>1.3 “Data Subject” means a natural person who can be identified, directly or indirectly.</p>
<p>1.4 “Data Protection Laws” means all laws applicable to the Processing of Customer Personal Data under the Terms and Conditions, including Applicable State Law that applies to the Processing of Customer Personal Data under the Terms and Conditions.</p>
<p>1.5 “Personal Data” means information relating to a Data Subject.</p>
<p>1.6 “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data.</p>
<p>1.7 “Process or Processing” means any operation or set of operations performed on Customer Personal Data, including storage, use, access and reading.</p>
<p>1.8 “Processor” means a natural or legal person which Processes Personal Data on behalf of a Controller.</p>
<p>1.9 “Sub-processor” means a natural or legal person which Processes Personal Data on behalf of another Processor or Sub-processor.</p>
<p>1.10 “Supervisory Authority” means an independent public authority responsible for monitoring the application of applicable Data Protection Laws.</p>
<h3>2. Processing.</h3>
<p>2.1 Customer is: (a) a Controller of Customer Personal Data; or (b) acting as Processor or Sub-processor on behalf of other Controllers or Processors and has been instructed by and obtained the authorization of the relevant Controller(s) or Processor(s) for the Processing of Customer Personal Data by ProboTalent as Customer’s Processor and/or Sub-processor as set out in this Addendum. Customer appoints ProboTalent as Processor (and/or Sub-processor, as applicable) to Process Customer Personal Data. If there are other Controllers or Processors, Customer will identify and inform ProboTalent of any such other Controllers or Processors if required by applicable Data Protection Laws.</p>
<p>2.2 The categories of Data Subjects (including Candidates and Reference Providers), types of Customer Personal Data (including Candidate Personal Information and Reference Provider Personal Information provided by Customer to ProboTalent in connection with Customer's use of the ProboTalent Service) and Processing activities relating to the Service are set forth in the Terms and Conditions and/or the Documentation pertaining to the ProboTalent Service. The duration of the Processing corresponds to the duration of the provision of the ProboTalent Service. The purpose and subject matter of the Processing is the provision of the ProboTalent Service as described in the Terms and Conditions.</p>
<p>2.3 ProboTalent will Process Customer Personal Data to provide, secure and improve the ProboTalent Service, according to Customer’s documented instructions or as otherwise set out in the Terms and Conditions and/or the Documentation pertaining to the ProboTalent Service. The scope of Customer’s instructions for the Processing of Customer Personal Data is defined by the Terms and Conditions, the Documentation pertaining to the ProboTalent Service and, if applicable, by Customer’s use of the features of the ProboTalent Service. ProboTalent's use of Customer Personal Data to improve the ProboTalent Service shall be limited to those uses permitted for service providers under applicable Data Protection Laws, and shall be subject to the further limitations set forth in Sections 2.8, 2.9 and 2.10 of this Addendum.</p>
<p>ProboTalent will notify Customer as required by Applicable State Law if ProboTalent determines that it can no longer meet its obligations under Applicable State Law. In the event of unauthorized use of Customer Personal Data, Customer has the right, on notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Customer Personal Data.</p>
<p>ProboTalent certifies that it understands the restrictions set forth in this Addendum and the Terms and Conditions relating to its Processing of Customer Personal Data and will comply with them.</p>
<p>2.4 Customer may provide further instructions to ProboTalent regarding the Processing of Customer Personal Data (“Additional Instructions”) as described in Section 10 below. ProboTalent will use commercially reasonable efforts to follow any such Additional Instructions.</p>
<p>If ProboTalent notifies Customer that an Additional Instruction is not feasible or that ProboTalent can no longer meet its obligations as Processor and/or Sub-processor, as applicable, the parties shall work together in an effort to find an alternative. If ProboTalent notifies Customer that no alternative is feasible, Customer may terminate the ProboTalent Service in accordance with the terms of the Terms and Conditions without penalty. If ProboTalent believes an instruction violates any applicable Data Protection Laws, ProboTalent will promptly inform Customer, and may suspend the performance of such instruction until Customer has modified or confirmed its lawfulness in documented form.</p>
<p>2.5 Customer shall serve as a single point of contact for ProboTalent. As to other Controllers, Processors or Sub-processors that Customer may serve as a Processor or Sub-processor for, such other Controllers, Processors or Sub-processors may have certain direct rights against ProboTalent. Customer undertakes to exercise all such rights on their behalf and to obtain all necessary permissions from such other Controllers, Processors or Sub-processors. ProboTalent shall be discharged of its obligation to inform or notify such other Controllers, Processors or Sub-processors when ProboTalent has provided such information or notice to Customer. Similarly, ProboTalent will serve as a single point of contact for Customer with respect to its obligations as a Processor or Sub-processor under this Addendum.</p>
<p>2.6 Each party will comply with its respective obligations under applicable Data Protection Laws in connection with the processing of Customer Personal Data and is responsible for determining the requirements of laws or regulations applicable to its own business. Customer will not use the ProboTalent Service in a manner that would violate applicable Data Protection Laws.</p>
<p>2.7 ProboTalent shall not: (a) retain, use, or disclose Customer Personal Data for any purpose other than for the business purposes specified in the Terms and Conditions and this Addendum, or as otherwise permitted under applicable Data Protection Laws; (b) retain, use, or disclose Customer Personal Data outside of the direct business relationship between ProboTalent and Customer, except as permitted under applicable Data Protection Laws; (c) combine Customer Personal Data with personal information that ProboTalent receives from or on behalf of any other person, or collects from ProboTalent's own interaction with any Data Subject, except as permitted under applicable Data Protection Laws; or (d) sell or share Customer Personal Data (as such terms are defined under applicable Data Protection Laws), except (i) as permitted under the Terms and Conditions in connection with the provision of the ProboTalent Service, (ii) as otherwise permitted under this Addendum, or (iii) upon Customer's documented instructions.</p>
<p>2.8 ProboTalent will Process any deidentified data (as defined by the California Consumer Privacy Act, the Virginia Consumer Data Protection Act or other applicable Data Protection Laws having similar requirements) provided by Customer without attempting to re-identify it. ProboTalent will take reasonable measures that are available to ProboTalent to avoid deidentified data being associated with a Data Subject, in compliance with its obligations under applicable Data Protection Laws. If ProboTalent is instructed by Customer to re-identify deidentified data, ProboTalent will treat deidentified data as Customer Personal Data subject to the terms of this Addendum.</p>
<p>2.9 This Addendum shall not be construed to limit ProboTalent’s right to use deidentified data and metadata for technical, testing and other purposes permitted by applicable Data Protection Laws in connection with the provision of the ProboTalent Service.</p>
<p>2.10 ProboTalent will not use Customer Personal Data in identifiable form to train, fine-tune, or otherwise develop artificial intelligence or machine learning models, other than as expressly authorized by Customer in writing. The foregoing does not limit ProboTalent's right to use deidentified data and metadata as provided in Sections 2.8 and 2.9 of this Addendum.</p>
<p>2.11 Sensitive Personal Information. To the extent Customer Personal Data includes "sensitive personal information" (as defined under the California Consumer Privacy Act) or comparable categories of sensitive data under other applicable Data Protection Laws, ProboTalent will Process such information only as necessary to provide the ProboTalent Service in accordance with the Terms and Conditions and this Addendum and for the purposes permitted under such Data Protection Laws.</p>
<p>2.12 Customer Representations. Customer represents and warrants that it has (a) provided all notices to Data Subjects, (b) obtained all consents from Data Subjects, and (c) all authority, in each case as required under applicable Data Protection Laws to make Customer Personal Data available to ProboTalent for Processing as contemplated by this Addendum.</p>
<h3>3. Technical and Organizational Measures.</h3>
<p>ProboTalent will implement and maintain technical and organizational measures (“TOMs”) designed to provide a level of security appropriate to the risk associated with ProboTalent’s scope of responsibility pertaining to the Processing of Customer Personal Data by ProboTalent in connection with the provision of the ProboTalent Service. TOMs are subject to technical progress and further development. Accordingly, ProboTalent reserves the right to modify the TOMs provided that the functionality and security of the ProboTalent Service is not substantially degraded.</p>
<h3>4. Data Subject Rights and Requests.</h3>
<p>4.1 ProboTalent will inform Customer of requests addressed directly to ProboTalent from Data Subjects exercising their Data Subject rights that pertain to Customer Personal Data, where the Data Subject has provided information to identify Customer. If the Data Subject has not provided information to identify Customer, ProboTalent will ask the Data Subject to redirect its request to the Customer. Customer shall be responsible to handle such requests of Data Subjects. ProboTalent will reasonably assist Customer in handling such requests in accordance with Section 10 below.</p>
<p>4.2 Without limiting Section 4.1, ProboTalent will provide reasonable assistance to Customer as necessary to enable Customer to respond to Data Subject requests to exercise rights under applicable Data Protection Laws, including rights to access, delete, correct, obtain a copy of, or limit the use or disclosure of Customer Personal Data. ProboTalent may charge Customer a reasonable fee for such assistance.</p>
<h3>5. Third Party Requests and Confidentiality</h3>
<p>5.1 ProboTalent will not disclose Customer Personal Data to any third party, unless authorized by Customer (including, without limitation, Customer’s authorization of ProboTalent to disclose Customer Personal Data as necessary to provide the ProboTalent Service as contemplated in the Terms and Conditions (including to applicable Candidate’s and Reference Providers as necessary to provide the ProboTalent Service as contemplated in the Terms and Conditions) and Customer’s authorization of ProboTalent to disclose Customer Personal Data to Sub-processors as set forth below in this Addendum) or required by law. If a government or Supervisory Authority requests access to Customer Personal Data:</p>
<p>a. ProboTalent will notify Customer of such request so as to enable Customer to take all necessary actions to communicate directly with the relevant government or Supervisory Authority and respond to such request.</p>
<p>b. If ProboTalent is prohibited by law to notify Customer of such request, ProboTalent will make commercially reasonable efforts to challenge such prohibition and commits to providing the minimum amount of information permissible when responding, based on a reasonable interpretation of the order.</p>
<p>c. ProboTalent will provide to Customer general information relative to any such request received from a government or Supervisory Authority during the preceding 12-month period.</p>
<p>5.2 ProboTalent shall require its personnel to maintain the confidentiality of confidential information received by them (including Customer Personal Data) in the course of their employment or service.</p>
<h3>6. Audit</h3>
<p>6.1 Subject to appropriate confidentiality procedures and Section 10 below, ProboTalent shall allow for audits reasonably conducted by Customer or another auditor mandated by Customer (who shall not be a direct competitor of ProboTalent) including inspections to the extent required by applicable Data Protection Laws, in accordance with the following procedures:</p>
<p>a. ProboTalent will provide Customer or its mandated auditor with the most recent certifications, summary audit report(s) or other similar document(s) obtained or provided by ProboTalent to test, assess and evaluate the effectiveness of the TOMs.</p>
<p>b. ProboTalent will reasonably cooperate with Customer by providing available additional information concerning the TOMs, to help Customer better understand the TOMs.</p>
<p>c. If further information is needed by Customer to comply with its own or other Controllers or Processors audit obligations or a competent Supervisory Authority’s request, Customer will inform ProboTalent in writing so as to enable ProboTalent to reasonably endeavor to provide such information or to grant access to it. If ProboTalent notifies Customer that it does not have such further information, Customer may terminate the ProboTalent Service in accordance with the terms of the Terms and Conditions without penalty.</p>
<p>d. To the extent it is not possible to otherwise satisfy an audit right mandated by applicable law (such as pursuant to the requirements of a governmental regulatory agency having oversight of Customer's operations), Customer or its mandated auditor may conduct an onsite visit of the ProboTalent facilities used to provide the ProboTalent Service, during normal business hours and only in a manner that causes minimal disruption to ProboTalent’s business, subject to coordinating the timing and scope of such onsite visit in order to reduce any risk to ProboTalent and ProboTalent’s other customers.</p>
<p>Customer shall also have the right to monitor ProboTalent's compliance with its obligations under this Addendum, including through the audit and inspection procedures set forth in this Section 6.</p>
<h3>7. Return or Deletion of Customer Personal Data</h3>
<p>7.1 During the term of the Terms and Conditions, ProboTalent will retain Customer Personal Data as directed by Customer and as necessary to provide the ProboTalent Service. Absent Customer instructions to the contrary, ProboTalent will retain Customer Personal Data for the duration of the Term and, thereafter, as provided in this Section 7.</p>
<p>7.2 Upon termination or expiration of the Terms and Conditions, Customer will have thirty (30) days to retrieve or export Customer Personal Data from the ProboTalent Service. Following that thirty (30)-day period, ProboTalent will delete Customer Personal Data within ninety (90) days, subject to (a) ProboTalent's legal, regulatory, tax, accounting, or recordkeeping obligations, (b) reasonable technical limitations, such as retention in routine backup systems overwritten in the ordinary course, and (c) ProboTalent's right to retain de-identified and aggregated data as permitted by applicable Data Protection Laws and this Addendum. Upon Customer's written request, ProboTalent will confirm to Customer in writing when such deletion has been completed.</p>
<p>7.3 Customer is responsible for retaining its own copies of Assessments, Reference Assessments, and other records relating to its evaluation of Candidates as necessary to comply with Customer's own legal, regulatory, employment-law, and recordkeeping obligations. Customer acknowledges that ProboTalent may delete or de-identify Customer Personal Data in accordance with this Section 7, and that ProboTalent has no obligation to retain Customer Personal Data beyond the periods described in this Section 7.</p>
<h3>8. Sub-processors</h3>
<p>8.1 Customer authorizes the engagement of the Sub-processor(s) listed on Schedule 1 to this Data Processing Addendum. ProboTalent will notify Customer in advance before replacing any of the Sub-processor(s) listed on Schedule 1 to this Data Processing Addendum or before adding any new Sub-processor(s). Within 30 days after ProboTalent’s notification, Customer may object on the basis that the replacement or new Sub-processor does not provide sufficient guarantees to meet the requirements under applicable Data Protection Laws. Customer’s objection shall be in writing and shall include Customer’s specific reasons for its objection. If Customer does not object within such period, the replacement or new Sub-processor may be commissioned to Process Customer Personal Data. ProboTalent shall impose on any replacement or new Sub-processor contract terms that are, with respect to the Processing of Customer Personal Data, substantially similar to and no less protective than the material data protection provisions of this Addendum.</p>
<p>8.2 If Customer reasonably objects to the addition of a new Sub-processor and ProboTalent determines that it cannot reasonably accommodate Customer’s objection, then ProboTalent will notify Customer of such determination. Customer shall then have the option to either (i) accept the replacement or new Sub-processor, or (ii) terminate the ProboTalent Service under the Terms and Conditions for convenience and without penalty prior to the replacement or new Sub-processor’s commencement of processing.</p>
<h3>9. Personal Data Breach</h3>
<p>9.1 ProboTalent will notify Customer within seventy-two (72) hours where feasible, and otherwise without undue delay, of ProboTalent becoming aware of a Personal Data Breach involving ProboTalent that pertains to Customer Personal Data. Such notification will include, to the extent then known to ProboTalent, a description of the nature of the Personal Data Breach, the categories and approximate number of Data Subjects and records affected, and the measures taken or proposed to be taken by ProboTalent to address the Personal Data Breach. ProboTalent will promptly investigate the Personal Data Breach, will provide Customer with updated information as it becomes available, and will assist Customer in responding to the Personal Data Breach as set out in Section 10 below.</p>
<h3>10. Assistance</h3>
<p>10.1 ProboTalent will reasonably assist Customer by technical and organizational measures for the fulfillment of Customer’s obligation to comply with the rights of Data Subjects, and to comply with Customer’s obligations relating to the security of the Processing of Customer Personal Data, the notification and communication of a Personal Data Breach and the provision of data protection impact assessments, including prior consultation with responsible Supervisory Authorities, if required, taking into account the nature of the processing and the information available to ProboTalent.</p>
<p>10.2 Customer will make a written request for any assistance, or any Additional Instructions, referred to in this Addendum. ProboTalent may charge Customer a reasonable charge to perform such assistance or an Additional Instruction.</p>
<p>10.3 If ProboTalent notifies Customer that it cannot comply with such a request or Additional Instruction, then Customer may terminate the ProboTalent Service for convenience and without penalty under the Terms and Conditions.</p>
<h3>11. Transborder Data Processing</h3>
<p>11.1 Customer shall notify ProboTalent in writing prior to any transfer of Personal Data to ProboTalent subject to the EU GDPR, the UK GDPR, the Swiss FADP, the Canadian PIPEDA or another jurisdiction outside of the United States. Upon such notice (and prior to Customer transferring such Personal Data), the parties shall cooperate in good faith in an effort to agree upon measures to be implemented to address compliance with applicable Data Protection Laws (such as the adoption of Standard Contractual Clauses for International Data Transfers under the EU General Data Protection Regulation, as applicable, the UK Addendum issued by the UK Information Commissioner’s Office, and/or other similar measures, as applicable). If the parties are unable to reach agreement on the implementation of measures intended to achieve compliance, then Customer shall then have the option to (a) not transfer the Personal Data to ProboTalent subject to the EU GDPR, the UK GDPR or another jurisdiction outside of the United States, or (b) terminate the ProboTalent Service under the Terms and Conditions for convenience and without penalty.</p>
<h3>12. Additional Google Related Terms</h3>
<p>12.1 Party Roles – Controller, Processor and Sub-Processor. Customer acknowledges and agrees that it is the Controller (or Processor acting on behalf of another Controller) with respect to Customer Personal Data processed by ProboTalent (or its Sub-processors) pertaining to the ProboTalent Service. ProboTalent shall act as a Processor (and/or Sub-processor, as applicable) on Customer's behalf, and Google LLC, shall act as a Sub-processor to ProboTalent. Google, in turn, may engage Sub-processors as further set forth in Section 12.8 below.</p>
<p>12.2 Compliance with Applicable Data Protection Laws: Customer agrees to comply with all applicable Data Protection Laws regarding the collection, processing, and transfer of Customer Personal Data, including obtaining all necessary consents from Data Subjects before providing Customer Personal Data to ProboTalent for Processing.</p>
<p>12.3 Customer's Instructions: Customer instructs and authorizes ProboTalent to Process Customer Personal Data in accordance with Customer’s documented instructions as provided through the ProboTalent Service's functionality, the Terms and Conditions, the Documentation and this Data Processing Addendum, and solely for the purpose of providing the ProboTalent Service. Customer further authorizes ProboTalent’s Sub-processors (including Google, LLC, and Google LLC’s Sub-processors (as further set forth in Section 12.8 below)), to Process Customer Personal Data in accordance with Customer’s documented instructions as provided through the ProboTalent Service's functionality, the Terms and Conditions, the Documentation and this Data Processing Addendum, and solely for the purpose of the provision of the ProboTalent Service.</p>
<p>12.4 Data Security: Customer shall implement appropriate technical and organizational measures (TOMs) to protect Personal Data that it inputs and accesses through the ProboTalent Service including, but not limited to, by maintaining the security of its user account and account credentials.</p>
<p>12.5 Personal Data Breaches: ProboTalent shall promptly notify Customer upon becoming aware of a Personal Data Breach affecting Customer Personal Data within the ProboTalent Service. Customer shall promptly notify ProboTalent of any suspected or actual security breach or unauthorized access to the ProboTalent Service that may affect Customer Personal Data.</p>
<p>12.6 Data Subject Rights (Access, Deletion, Correction, Portability): Customer shall be responsible for responding to requests from Data Subjects regarding their Personal Data. Customer shall utilize functionality within the ProboTalent Service (to the extent provided) to respond to requests from Data Subjects regarding their Personal Data (e.g., regarding access, rectification and erasure rights). ProboTalent shall reasonably assist Customer in fulfilling Data Subject rights as required by Applicable Data Protection Laws if a Data Subject request requires cooperation beyond the ProboTalent Service's standard functionality.</p>
<p>12.7 Data Deletion and Retention: Upon termination of the Terms and Conditions, Customer may retrieve its Personal Data from the ProboTalent Service during the period of time set forth in the Terms and Conditions, after which time ProboTalent will delete Customer Personal Data in accordance with its data retention and deletion policies. Customer is responsible for managing the retention and deletion of its Customer Personal Data within the ProboTalent Service's functionality prior to termination.</p>
<p>12.8 Acknowledgement of Sub-processors: Customer acknowledges and agrees that ProboTalent may engage third-party Sub-processors, including Google LLC, to process Customer Personal Data in connection with the provision of the ProboTalent Service. Information about ProboTalent's current Sub-processors is available on Schedule 1 to this Data Processing Addendum. Customer hereby authorizes the use of such ProboTalent Sub-processors. Customer further acknowledges and agrees that Google may, in turn, engage third-party sub-processors to process Customer Personal Data in connection with the provision of the ProboTalent Service. Information about Google’s current sub-processors is available at the following link: https://cloud.google.com/terms/subprocessors?hl=en. Customer hereby authorizes the use of such Google Sub-processors.</p>
<p>12.9 Restriction on Use of Customer Personal Data for AI Training. Consistent with Section 2.10 of this Addendum, ProboTalent's contractual arrangements with Google prohibit Google from using Customer Personal Data to train Google's general-purpose artificial intelligence or machine learning models.</p>
<h3>Schedule 1 to Data Processing Addendum</h3>
<h3>List of Subprocessors</h3>
<p class="updated">Last Updated July 1, 2026</p>
<table>
<thead><tr><th><strong>Sub-processor Name</strong></th><th><strong>Description of Processing (Nature & Purpose)</strong></th></tr></thead>
<tbody>
<tr><td>Microsoft Corporation (Microsoft Azure)</td><td>Provision of cloud infrastructure services, including data hosting, storage, and compute resources relating to the performance of the ProboTalent Service</td></tr>
<tr><td>International Business Machines Corporation</td><td>Provision of artificial intelligence technology utilized in certain AI-powered features of the ProboTalent Service</td></tr>
<tr><td>Google LLC</td><td>Provision of artificial intelligence technology utilized in certain AI-powered features of the ProboTalent Service</td></tr>
<tr><td>ID.me, LLC</td><td>Provision of identity verification technology utilized in certain ID verification features accessible through the ProboTalent Service</td></tr>
<tr><td>Persona Identities, Inc.</td><td>Provision of identity verification technology utilized in certain ID verification features accessible through the ProboTalent Service</td></tr>
<tr><td>Salary.com</td><td>Provision of compensation data and salary benchmarking technology utilized in certain salary data features of the ProboTalent Service</td></tr>
<tr><td>Joveo, Inc.</td><td>Provision of programmatic job advertising technology utilized in certain job distribution and advertising features of the ProboTalent Service</td></tr>
<tr><td>Oracle America, Inc. (NetSuite)</td><td>Provision of cloud-based Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) services, including processing of billing and account management data.</td></tr>
</tbody>
</table>
<p>ProboTalent shall provide notice of changes to sub-processors as set forth in Section 8 of the Data Processing Addendum, including not less than thirty (30) days' prior notice of any new sub-processors.</p>
<h2>Annex I PROBOTALENT LLC Biometric Data Retention and Destruction Policy</h2>
<p class="updated">Last Updated July 1, 2026</p>
<p>ID Verification Features. Certain features of the ProboTalent Service (the “ID Verification Features”) enable Candidates to verify their identity by uploading an image of their driver’s license (or other acceptable government ID), as well as a photo or video selfie, for use in verifying their identity. The ID Verification Features are intended to provide Candidates with a method of verifying their identity, for the benefit of the applicable Customer, based upon inspection of the government ID and comparison of the photo on the government ID and the selfie.</p>
<p>Provision of ID Verification Services by Third-Party ID Verification Providers. ProboTalent does not provide identity verification services (“ID Verification Services”). Rather, the Service provides access to certain Third-Party ID Verification Providers (“Third-Party ID Verification Providers”) such as ID.me, LLC (“ID.me”) and Persona Identities, Inc. (“Persona”) that provide ID Verification Services.</p>
<p>Collection of Biometric Information in Connection with ID Verification Services. The processes used by the Third-Party ID Verification Providers may involve the collection of biometric data, including facial images and government-issued identification documents. Biometric data collected during identity verification is processed by the Third-Party ID Verification Providers and is not collected, processed or stored by ProboTalent or shared with Customers or hiring decision-makers. Only the Verification Outcome (verified/not verified), Verification Date and Liveness Check Result (confirming real person, not a deepfake) is collected and stored by ProboTalent and made available to Customers. ProboTalent does not provide biometric data to Customers (or Customer authorized representatives) for use in connection with their employment decisions.</p>
<p>Third-Party ID Verification Provider Terms and Conditions and Privacy Policies. The Third-Party ID Verification Providers collect, process, use, retain, store and dispose of biometric data as provided in their terms and conditions, privacy policy and/or other governing documents, which Candidates are encouraged to review prior to use of the Third-Party ID Verification Provider services.</p>
<p>Biometric Data Retention and Destruction. As noted above, ProboTalent does not collect, process or store biometric data and, as a result, does not have biometric data to retain or destroy.</p>
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