Online Platform Terms of Use

This online data delivery platform (the "Online Platform") is made available by Management Excellence Center (MEC). References to "you" and "your" in these Terms means the person accepting these Terms and the company on whose behalf they do so. These Terms contain, among other things, disclaimers of warranties and limitations on MEC's liability.

Use and Access. We grant you, on behalf of your company, a non-exclusive and non-transferable right to use the Online Platform (via the Internet) to access. You may use the Online Platform only within your own company for internal use and may not modify, copy, sell or transfer the Online Platform Services or Surveys.

Your company must designate a 'Primary Contact'. The role of the Primary Contact is to manage your company's online account. All online users, including the Primary Contact must be employees of your company and duly authorized by your company to view the data submitted to the Surveys and/or Other Data, if applicable. Your company agrees to revoke access immediately in the event that any Primary Contact or online user ceases to be in the employment of your company, or is reassigned to a new role without responsibilities related to such data. We must be notified of any change in the name/details of the Primary Contact.

Under no circumstances may you make access to the Online Platform available to any third party, or share Surveys or any output generated from your use of the Online Platform (in whole or in part) with any such third party including, without limitation, any entity controlling, controlled by or under common control with your company, our competitors and/or independent contractors working solely for your company without our prior written consent. Your company shall be responsible for ensuring compliance with these Terms by any such third party. Surveys and/or Reports may not be reproduced in employee newsletters or posted on your company's intranet.

Your Responsibilities. You are responsible for: (a) the use and operation of the Online Platform; (b) obtaining all license rights necessary to use in connection with the Online Platform, including any rights that may be necessary to store such data on our infrastructure; and (c) the installation, maintenance, operation, and performance of your computer systems used to access the Online Platform. You shall provide us with data in the format agreed upon. You represent that you are the controller of any data that you submit to the Surveys and if applicable, any other Employee Data that you provide to us hereunder. You retain all responsibility of such data.

Service Quality. We provide the Online Platform on an "as is", "as available" basis and does not provide a warranty or guarantee of any kind as to the Online Platform, the content and information contained in the Online Platform, including, without limitation, the Surveys and/or Reports accessed via the Online Platform and specifically disclaims the implied warranties of merchantability and fitness for a particular purpose.

Intellectual Property Rights. We retain all intellectual property rights in the Online Platform, the content and information contained in the Online Platform, including, without limitation, the Surveys and/or Reports accessed via the Online Platform and the skills, know-how and methodologies used to provide such Surveys and/or Reports (including but not limited to Grading System, Job Family and Career Level Methodologies). Unauthorized use, access or duplication without prior written permission from MEC is prohibited. MEC reserves the right to monitor usage of the Online Platform for such purposes as it deems appropriate including, without limitation, security and compliance with these Terms. Notwithstanding the foregoing, you and/or your third party licensor shall retain ownership of all data that you submit to the Surveys and if applicable, any Other Data that you provide and the intellectual property rights in that data. Your company shall not refer to MEC or include any of MEC's work product (including, without limitation, the Online Platform, the Surveys and/or Reports and the information they contain) in any shareholder communication or in any offering materials (or fairness opinion provided by your professional advisers) prepared in connection with the public offering or private placement of any security, unless otherwise agreed in writing.

Limitation of Liability. The aggregate liability of MEC and its employees, directors, officers, agents and subcontractors (the "related persons") whether in contract, tort (including negligence), breach of statutory duty or otherwise for any losses under or in connection with the Online Platform, the Surveys and/or Reports or these Terms shall not exceed in aggregate the greater of the total annual fees paid to MEC for the particular Surveys or if applicable, services giving rise to such claim, unless otherwise agreed in writing. In no event shall we or any of our related persons be liable for any incidental, special, punitive, or consequential damages of any kind (including, without limitation, loss of income, loss of profits, or other pecuniary loss).

General. The validity and interpretation of these Terms will be governed by the laws of the State of New York, United States of America, excluding its conflict of law rules. The parties submit to the exclusive jurisdiction of the State of New York, United States of America Courts to resolve any dispute between them, provided that MEC shall have the right to initiate proceedings in any court of competent jurisdiction in the event of breach of MEC's proprietary rights. The parties hereby waive any right they may have to demand a jury trial. These Terms will apply to purchase orders generated by your company for services provided via the Online Platform. In the event of a conflict or inconsistency between the terms and conditions of such purchase orders and these Terms, these Terms will prevail. You shall not assign or otherwise transfer any rights or obligations under these Terms without MEC's prior written consent.

Confidential Information. Subject to separate, supplemental terms and conditions pertaining to your participation in the Surveys, if applicable ("Participation Terms"), each party shall protect all confidential information which the other party provides to it (whether orally, in writing or in any other form) using the same standards as the recipient applies to its own comparable confidential information, but in no event less than reasonable measures. Each party's confidentiality obligations will not apply to information: (i) already known to it at the time of disclosure; (ii) in the public domain or publicly available; (iii) provided to it by a third party who is under no such obligation of confidentiality; or (iv) independently developed by it. If any court, regulatory authority, professional body or legal process requires the recipient to disclose information covered by this confidentiality obligation, then the recipient may make any such disclosure; provided that the recipient will, if permitted by law, advise the other party promptly of any such requirement and cooperate, at such other party's expense, in responding to it.

Data Protection. Irrespective of where we receive or store Data, we confirm that, acting as data processor, we will take appropriate technical, physical and organizational/administrative measures to protect such data against accidental or unlawful destruction or accidental loss or unauthorized alteration, disclosure or access. We will process Data in accordance with our Data Processing Protocol. You and MEC shall each comply with applicable data privacy legislation and regulations. To the extent of any inconsistency between this Data Protection clause and any terms relating to the processing of Data contained in the Participation Terms in effect between your company and MEC, the provisions of the Participation Terms shall prevail in relation to those Surveys.

Term/Termination. Access to Market Analysis and Compensation Design/Premium and/or Grading will be available via the Online Platform for a duration of one (1) year from activation, unless otherwise agreed in writing. Notwithstanding the foregoing, access to purchased Surveys will be available via the Online Platform for a duration of one (1) year beyond the general release date of the applicable Survey. These Terms will continue to apply during such period. We reserveWevvvvv the right to suspend access to the Online Platform (i) for purposes of routine or emergency maintenance and/or (ii) in response to applicable law or an order of any competent governmental or legal authority. If your company violates any of the usage restrictions in these Terms, or fails to remit payment due in a timely manner and does not make such payment within ten (10) days after notification to your company that such payment is overdue, then we may immediately suspend your company's access to the Online Platform without notice. Notwithstanding the foregoing, we may terminate these Terms and your company's access to the Online Platform for any reason or no reason upon thirty (30) days' prior written notice. Any of these Terms that would reasonably be intended to apply after termination will do so.

By clicking the "I Agree" button, you represent and confirm that you have read and are authorized to accept and be bound by these Terms on behalf of your company. If you do not click the "I Agree" button, you will not be given access to the Online Platform