1.1. Endorsed Services. Subject to Customer's compliance with the terms and conditions of this Agreement, Endorsed hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use Endorsed's AI-powered software platform for hiring and recruitment as described in the Order Form (the "Endorsed Services"). Customer will comply with this Agreement and all applicable laws when using Endorsed Services. Endorsed and its affiliates own all rights, title, and interest in and to Endorsed Services, including the underlying technology and intellectual property rights therein.

1.2. Use of AI. The Endorsed Services provided by Endorsed may be facilitated or powered by third party artificial intelligence technologies, including the use of large language models to process Customer Content (collectively, “AI Technology”). While Endorsed uses commercially reasonable means to reduce errors and omissions and biases arising from use of AI Technology, Endorsed makes no warranties, express or implied, regarding the accuracy, reliability, non-infringement from its use of AI Technology and disclaims any liability for errors, actions or omissions taken by Customer based on any AI Technology.

1.3. AI Training. Endorsed does not train, fine-tune, develop or improve any AI or machine learning models or related technologies using Customer Data, except for fraud detection models as expressly permitted under Section 3.6 (Fraud Detection Model Training).

1.4. AI Compliance. In certain jurisdictions, bias audits, notice and/or consent may be required from the downstream individual in the event AI Technology is used in connection with employment and/or the processing of “personal information”, “personal data” or otherwise. Unless otherwise agreed to by Endorsed pursuant to an Order Form, Customer agrees and acknowledges that Customer is solely responsible for providing all required consents or notices and satisfying all other requirements with respect to the Endorsed Services (including use of AI Technology). Customer acknowledges that neither the Endorsed Services nor any “AI Law Compliance Toolkit” or similar feature constitutes legal advice, and that Customer is solely responsible for obtaining its own legal counsel and ensuring its compliance with all applicable laws. Endorsed will conduct, at least annually, an independent bias audit of any covered automated employment decision tool used in Customer’s hiring workflows as required by NYC Local Law 144 (and any substantially similar laws) and will make the required summary report available to Customer upon request.

1.5. AI Documentation Access Upon Customer request, whether in connection with an actual or potential third-party claim or otherwise, Endorsed shall provide Customer with reasonable access to and copies of all validation studies, bias assessments, fairness reports, testing documentation, and related materials concerning the Endorsed Services provided under this Agreement. Endorsed shall provide such documentation within ten (10) business days of Customer’s request and shall provide reasonable assistance to Customer in understanding and utilizing such materials for defense or response to third-party claims. Customer may request such documentation at any time during the term of this Agreement and for a period of three (3) years following termination or expiration.

1.6. Customer Content. The Endorsed Services may allow Customer to upload content and information that may be viewable by other individuals, including, but not limited to, job posting information, company information, and outreach messaging (“Customer Content”). Customer is solely responsible for the accuracy and legality of any Customer Content and the consequences of posting, providing or publishing it. Endorsed may use Customer Content to provide the Endorsed Services on Customer’s behalf.

1.7. License Restrictions. License Restrictions. Customer may not (i) use Endorsed Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of Endorsed Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from Endorsed Services to develop models that compete with Endorsed; (iv) use any automated or programmatic method to extract data or output from Endorsed Services, including scraping, web harvesting, or web data extraction; or (v) use Endorsed Services in violation of any applicable laws and regulations (including any export control laws).

1.8. Customer Conduct. Customer represents, warrants, and covenants that it: (i) has all rights, consents, and permissions necessary for Endorsed to use any Customer Content as contemplated by this Agreement; (ii) will not engage in any conduct that is or could be considered illegal, obscene, defamatory, threatening, intimidating, harassing, hateful or racially or ethnically offensive; (iii) will not provide any false, inaccurate or misleading information while using Endorsed Services; (iv) will not interfere with or disrupt Endorsed Services or servers or networks connected to Endorsed Services, or disobey any requirements, procedures, policies, or regulations of networks connected to Endorsed Services; (v) will not impersonate any person or entity, or falsely state or otherwise misrepresent Customer's affiliation with a person or entity; (vi) will not infringe, misappropriate or violate any intellectual property, privacy, publicity or other proprietary rights of Endorsed or any third party; and (vii) will not obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through Endorsed Services, including attempting to avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party to protect Endorsed Services.

1.9. Third-Party Applications. The Endorsed Services may be integrated with or otherwise interact with third party applications, products, and services ("Third-Party Applications"). These Third-Party Applications may have their own terms of use and privacy policies, and Customer's use of these Third-Party Applications will be governed by and subject to such terms and privacy policies. Customer is responsible for configuring the data, information and permissions made available to the Endorsed Services through these Third-Party Applications, and Endorsed agrees that it will not exceed those configurations set by Customer.

1.10 Customer Data Deletion. Within 90 days after expiration or termination of an Order Form, Endorsed will delete Customer Data from production systems and from backups/logs as part of standard purge cycles; provided that Endorsed may retain De‑Identified Data in accordance with Section 3.5.

1.11. Data Processing Addendum. To the extent Endorsed processes personal data (as defined in the Data Processing Addendum) on behalf of Customer in connection with the Endorsed Services, the terms of Endorsed's Data Processing Addendum available at endorsed.com/dpa ("DPA") are hereby incorporated into and form part of this Agreement. The DPA applies to all customers regardless of subscription plan or tier. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA shall control.

2.1. Fees. Customer will pay the fees set forth in the applicable Order Form. If the Order Form specifies different timing (e.g., 'due on execution'), that timing controls. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. Endorsed reserves the right to update its standard pricing for any renewal term of an Annual Subscription upon written notice prior to the renewal effective date.

2.2. Late Payment. Endorsed may suspend access to the Endorsed Services immediately upon notice if Customer fails to pay any amounts hereunder at least fifteen (15) days past the applicable due date. If Endorsed has not received payment within fifteen (15) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Endorsed.

2.3. Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively "Taxes"). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Endorsed. Customer will not withhold any Taxes from any amounts due to Endorsed.

3.1. Ownership by the Parties. As between the parties, Customer owns its Customer Data and Customer's Confidential Information. As between the parties, Endorsed exclusively owns all right, title and interest in and to the Endorsed Services, System Data and Endorsed's Confidential Information. "System Data" means data collected by Endorsed regarding the Endorsed Services that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Endorsed Services (but excluding any Customer Data).

3.2. Confidentiality. "Confidential Information" means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, "Confidential Information" will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 3.2, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

3.3. Feedback. Customer may from time to time provide Endorsed suggestions or comments for enhancements or improvements, new features or functionality or other feedback ("Feedback") with respect to the Endorsed Services. Endorsed will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Endorsed will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

3.4. Product Usage Information. Customer further agrees that Endorsed has the right to aggregate, collect and analyze information relating to the performance of the Endorsed Services (but excluding Customer Data) and shall be free (during and after the term hereof) to (i) use such data and other information to improve Endorsed's products and services, and (ii) disclose such data and other information solely in an aggregated and de-identified format that does not identify Customer or any individual.

3.5. De‑Identified Data (Analytics). Notwithstanding anything to the contrary in this Agreement, Endorsed may create, use, store, and retain de-identified and/or aggregated data derived from Customer Data (“De-Identified Data”) solely to (i) generate internal aggregate reports and analytics and (ii) generate and distribute industry reports, in each case only to the extent such reports are aggregated across multiple customers and do not identify or permit attribution to Customer or any individual. De-Identified Data will not include Customer’s name or any direct identifiers of any individual. Endorsed will not attempt to re-identify De-Identified Data and will implement reasonable technical and organizational measures designed to prevent re-identification. Endorsed may disclose De-Identified Data only in aggregated form that does not identify Customer or any individual. De-Identified Data is not used for AI model training. Fraud detection model training is governed solely by Section 3.6, which uses separately defined Fraud Model Data. Endorsed may retain De-Identified Data during and after the term of this Agreement solely to support the foregoing reports and analytics.

3.6. Fraud Detection Model Training. Notwithstanding anything to the contrary in this Agreement (including Sections 1.2 and 3.5), Endorsed may use the following data to train, validate, and improve its fraud detection models: (a) derived values computed from Customer Data that do not contain any personal identifiers or other personally identifiable information (such as statistical counts, boolean flags, categorical indicators, and third-party verification results); and (b) pseudonymized candidate resume data that have been processed to remove all direct identifiers (name, contact information, email, phone, social URLs, photos) and generalize quasi-identifiers (company names, school names, exact dates, locations, unique achievements) to category-level descriptors that map to broad populations rather than identifiable individuals (collectively, “Fraud Model Data”). Fraud Model Data is subject to the following controls: (i) used solely for fraud signal development, model validation, false positive investigation, bias auditing, and regulatory explainability, and not for training any large language or similar generative AI model; (ii) accessible only to authorized personnel with a legitimate business need to know for the purposes outlined in (i); (iii) Endorsed may retain a linkage key associating Fraud Model Data with source records during the active customer relationship solely for the purposes in (i).

3.7. Network Fraud Signals. Customer acknowledges that the Endorsed Services are fraud prevention and security services that operate, by design, on a cross-customer basis: the value of the Endorsed Services depends on Endorsed's ability to recognize indicators of fraudulent, deceptive, malicious or illegal activity that recur across the applications, candidates and signals submitted by Endorsed's customers. Endorsed's retention, use, disclosure and combination of Customer Data constituting personal information for such purposes is governed by Section 2.5 (Fraud and Security Purposes) of the Data Processing Addendum, which the parties acknowledge describes Processing permitted of a "service provider" under applicable Data Protection Laws, including Cal. Code Regs. tit. 11, § 7050(a)(4).

4.1. Endorsed. Endorsed warrants that it will, consistent with prevailing industry standards, provide the Endorsed Services in a professional and workmanlike manner and the Endorsed Services will conform in all material respects with the Documentation. For material breach of the foregoing express warranty, Customer's exclusive remedy shall be the re-performance of the deficient Endorsed Services or, if Endorsed cannot re-perform such deficient Endorsed Services as warranted within thirty (30) days after receipt of written notice of the warranty breach, Customer shall be entitled to terminate the applicable Order Form.

4.2. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE ENDORSED SERVICES IS INTENDED TO AUGMENT THE EFFICIENCY OF, BUT NOT REPLACE, CUSTOMER'S EXISTING SYSTEMS AND PROCESSES.

5.1. Indemnity by Endorsed. Endorsed will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the Endorsed Services as provided by Endorsed infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Endorsed) in connection with any such Claim; provided that (a) Customer will promptly notify Endorsed of such Claim, (b) Endorsed will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Endorsed may not settle any Claim without Customer's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Endorsed in connection therewith. If the use of the Endorsed Services by Customer has become, or in Endorsed's opinion is likely to become, the subject of any claim of infringement, Endorsed may at its option and expense (i) procure for Customer the right to continue using and receiving the Endorsed Services as set forth hereunder; (ii) replace or modify the Endorsed Services to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form. Endorsed will have no liability or obligation with respect to any Claim to the extent such Claim is caused by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Endorsed Services by Customer not in accordance with this Agreement; (C) modification of the Endorsed Services by or on behalf of Customer; (D) Customer's Confidential Information, or (E) the combination, operation or use of the Endorsed Services with other products or services where the Endorsed Services would not by itself be infringing (clauses (A) through (E), "Excluded Claims"). This Section states Endorsed's sole and exclusive liability and obligation, and Customer's exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property. Endorsed has no obligations for claims arising from Customer's failure to provide legally required AEDT notices/postings.

5.2. Indemnification by Customer. Customer will defend Endorsed against any Claim made or brought against Endorsed by a third party arising out of the Excluded Claims, and Customer will indemnify Endorsed for any damages finally awarded against Endorsed (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Endorsed will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Endorsed's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Endorsed of all liability) and (c) Endorsed reasonably cooperates with Customer in connection therewith.

7.1. Term. The term of this Agreement will commence on the Effective Date and continue until terminated as set forth below. The initial term of each Order Form will begin on the Start Date of such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.2. Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party's liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

7.3. Survival. Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below. Upon expiration or termination of this Agreement, each party will return or destroy, at the other party's option, any Confidential Information of such party in the other party's possession or control. Notwithstanding the foregoing, Endorsed may retain De‑Identified Data in accordance with Section 3.5.

8.1. Publicity. For Annual Subscriptions (not Pilot Orders) Customer agrees that Endorsed may refer to Customer's name and trademarks in Endorsed's marketing materials and website.

8.2. Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

8.3. Amendment; Waiver. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties, except as expressly set forth in Section 8.4 (Updates to Online Terms). Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

8.4. Updates to Online Terms. Endorsed may update this Agreement, the DPA, and any other online terms or policies incorporated by reference from time to time by posting a revised version and updating the applicable effective date, or by otherwise making the updated terms available to Customer. Endorsed will provide reasonable advance notice of material changes by email, in-product notice, notice through Customer's account, or other written or electronic notice. Unless a different effective date is stated in the notice or updated terms, updates will apply prospectively to (a) new Order Forms entered into after the updated terms become effective, (b) renewals or extensions of existing Order Forms after the updated terms become effective, and (c) Customer's continued access to or use of the Endorsed Services after the updated terms become effective. During the then-current term of an active paid Order Form, an update that materially reduces Endorsed's obligations or materially increases Customer's obligations will not apply to that Order Form until renewal or Customer's written acceptance, except that updates required to comply with applicable law or to address security, privacy, fraud prevention, or operational requirements may apply upon notice. Customer's continued use of the Endorsed Services after the effective date of an update constitutes acceptance of the updated terms.

8.5. Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

8.6. Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

8.7. Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.

8.8. Entire Agreement. This Agreement (including all Order Forms and the DPA) comprises the entire agreement between Customer and Endorsed with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Endorsed, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

8.9. Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

8.10. Governing Law. This Agreement will be governed by the laws of the State of California without regard to its conflict of law provisions. The parties agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco, CA. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.