Master Subscription Agreement

Current as of: December 17, 2024

THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS ACCESS AND USE OF THE SERVICES PROVIDED BY SCREENED. THIS AGREEMENT IS ENTERED INTO BY THE CUSTOMER ENTITY ENTERING INTO A SERVICE ORDER FOR OR REGISTERING TO USE SCREENED SERVICES AND SCREENED PTE. LTD. OR SUCH OTHER SCREENED ENTITY ENTERING INTO A SERVICE ORDER WITH CUSTOMER (EACH, “SCREENED”).

BY ACCEPTING THIS AGREEMENT, EITHER BY EXECUTING A SERVICE ORDER THAT REFERENCES THIS AGREEMENT OR BY CLICKING A BOX INDICATING ACCEPTANCE, THE INDIVIDUAL DOING SO AGREES TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT APPLIES AS OF THE "CURRENT AS OF" DATE ABOVE AND IS EFFECTIVE AS OF THE DATE THE CUSTOMER ACCEPTS THE AGREEMENT. IF AN INDIVIDUAL ACCEPTS THIS AGREEMENT ON BEHALF OF AN ENTITY, THAT INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF THIS AGREEMENT, IN WHICH CASE “CUSTOMER” WILL REFER TO THAT ENTITY. IF AN INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEY MUST NOT ACCEPT THIS AGREEMENT AND THEY AND CUSTOMER MAY NOT USE THE SERVICES.

1. Definitions

“Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the equity or voting interests or the power to direct the management of such entity.

“Agreement” means this Master Subscription Agreement, together with any Service Orders and any documents incorporated by reference.

“Candidate” means an individual invited by Customer to use the Services as part of Customer’s recruitment process. A Candidate is not a “User.”

“Company” means Screened Pte. Ltd. or the applicable Screened entity identified in the Service Order.

“Customer” means the legal entity entering into this Agreement by executing a Service Order or registering to use the Services.

“Customer Data” means all data, information, or materials input, uploaded, or submitted to the Services by Customer, Users, or Candidates. Customer Data does not include Usage Data.

“Documentation” means the usage guides, technical documentation, and specifications for the Services that Screened makes available to Customer.

“Fees” means the amounts payable by Customer for the Services, as specified in the applicable Service Order.

“Initial Service Term” means the initial subscription period for the Services specified in the applicable Service Order.

“Service Order” means the online order or other order form between Customer and Screened specifying the Services to be provided, associated Fees, and the Initial Service Term.

“Services” means the products and/or services provided by Screened under a Service Order.

“Services Term” means the total duration of Customer’s subscription, including the Initial Service Term and any renewal terms, as set out in the Service Order.

“Usage Data” means aggregated and anonymized or de-identified data derived from use of the Services that does not identify Customer, Users, or Candidates.

“User” means an individual (such as an employee or contractor) authorized by Customer to access and use the Services under Customer’s account.

TERMS AND CONDITIONS

1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s account. Company may refuse registration or cancel passwords it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide reasonable technical support to Customer via telephone and email during normal business hours (9:00 am – 5:00 pm Singapore time, excluding Singapore Public Holidays).

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, and web servers (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. AI FEATURES

This Section sets forth terms applicable to any AI-based functionalities (“AI Features”) that Company may make available as part of the Services. By using AI Features, Customer agrees to these AI terms:

3.1 Discretionary Use. AI Features are provided as optional functionalities within the Services. Customer is not required to use AI Features to access other aspects of the Services.

3.2 AI Content. The AI Features use input data (“Input”) provided by Customer or its end-users (which may include Candidates) to generate output based on the Input (“Output”). Input and Output are collectively “AI Content.” As between Customer and Company, and to the extent permitted by applicable law, Customer owns all rights in and to the AI Content. Due to the probabilistic nature of AI-generated Output, others providing similar Input may receive and own similar or identical Output. AI Content is subject to the same license and use rights granted by Customer to Company as is other Customer Data under this Agreement.

3.3 Provision of AI Features. Certain AI Features may be wholly or partially provided by third-party providers (“AI Providers”). To the extent an AI Feature is provided by an AI Provider, Customer’s use of such AI Feature is subject to the applicable AI Provider’s terms disclosed by Company (“AI Provider Terms”). The AI Provider, not Company, controls the operation of the AI Feature and its Output. Company and its AI Providers reserve all rights in and to the AI Features.

3.4 AI Training. Company may use AI Content to train and enhance its AI models solely in an aggregated and anonymous format such that neither Customer nor any individual is identified or identifiable. Company does not permit AI Providers to retain AI Content or to use AI Content to train their own models, and Company has opted out of any such training by AI Providers where applicable.

3.5 Use Policy. Customer is solely responsible for ensuring that its and its end-users’ use of the AI Features complies with these AI Terms and applicable law. Without limiting other provisions of this Agreement, when using AI Features, Customer will not and will ensure that its end-users will not: (a) misrepresent that Output is solely generated by a human; (b) provide Input containing personal data or personal information beyond what is permitted through the intended purpose of the AI Feature; (c) use AI Features in a manner that violates applicable law or Company’s published documentation; (d) use AI Features for automated decision-making that has legal or similarly significant effect on individuals without adequate human review and compliance with applicable law; (e) use any automated method to extract data from the AI Feature beyond what it is designed to provide; or (f) use AI Features to develop Customer’s own foundational or large-scale models that compete with the AI Feature.

3.6 Disclaimer. AI Features rely on probabilistic models that may produce inaccurate, unreliable, or incomplete Output. They are not substitutes for human judgment. Customer is solely responsible for independently evaluating and verifying AI Content for its purposes. COMPANY DISCLAIMS ALL WARRANTIES RELATED TO THE AI FEATURES AND AI CONTENT TO THE FULLEST EXTENT PERMITTED BY LAW, AS SET FORTH IN SECTION 6.

3.7 AI Provider Schedule. Company may maintain and update a schedule identifying AI Providers and their applicable terms. Company will provide notice of updates to Customer’s designated administrator as these AI Features change or are added.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (“Proprietary Information”). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, including all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation or support, and (c) all intellectual property rights related to any of the foregoing.

4.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes, and (ii) disclose such data solely in aggregate or de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT OF FEES

5.1 Customer will pay Company the then applicable fees described in the Service Order for the Services (“Fees”). If Customer’s use of the Services exceeds the Service capacity set forth on the Service Order or otherwise requires additional fees, Customer shall be billed for such usage and agrees to pay the additional fees as provided herein. Company may change Fees at the end of the Initial Service Term or any renewal term upon thirty (30) days prior notice.

5.2 Unless otherwise stated, payment is due thirty (30) days from the date of Company’s invoice. Unpaid amounts may bear interest at 1.5% per month or the maximum allowed by law. Customer is responsible for all taxes other than those based on Company’s net income.

6. TERM AND TERMINATION

6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Service Order and shall be automatically renewed for additional periods of the same duration unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

6.2 In addition to any other remedies, either party may terminate this Agreement upon thirty (30) days’ notice if the other party materially breaches this Agreement and fails to cure within such 30-day period (or without notice in the case of nonpayment). Customer will pay in full for the Services up to and including the last day on which the Services are provided. Sections that by their nature should survive termination shall survive.

7. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services and shall perform any implementation services in a professional and workmanlike manner. HOWEVER, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

8. INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any Singapore patent or copyright or misappropriation of any trade secret, provided Company is promptly notified and given reasonable assistance. The foregoing does not apply to modifications not made by Company, combinations with other products, or use not in accordance with this Agreement. In case of infringement, Company may replace, modify, or procure a license for the Service, or terminate the Agreement and refund prepaid, unused fees.

9. LIMITATION OF LIABILITY

EXCEPT FOR BODILY INJURY, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRIOR TO THE CLAIM.

10. MISCELLANEOUS

If any provision of this Agreement is found unenforceable or invalid, it shall be modified to the least extent necessary, and the remainder shall remain in effect. This Agreement is not assignable by Customer without Company’s prior written consent. Company may assign without consent. This Agreement sets forth the entire understanding of the parties and supersedes prior agreements. Waivers and modifications must be in writing and signed. No agency, partnership, joint venture, or employment is created. The prevailing party in enforcement shall recover attorneys’ fees. Notices are effective as stated herein. This Agreement is governed by the laws of Singapore without regard to conflicts of laws. The parties will attempt to issue a case study and Customer agrees to serve as a reference account as requested.