Payscale Data Addendum

This Data Addendum (this “Addendum”) supplements the Master Subscription Agreement (https://www.payscale.com/content/legal/msa.pdf) or other agreement between Payscale and Customer that governs Customer’s use of the Payscale Services (“Agreement”). Capitalized terms used in this Addendum and not defined shall have the meanings given to such terms in the Agreement.

1. Certain Definitions

“Customer Data” means information provided by Customer or its Users to load or input into the Payscale Services. Customer Data is Customer’s Confidential Information. Customer Data does not include Third Party Data or Payscale Data.

“Payscale Services” means the proprietary products and services of Payscale (including Payscale Data Services, Payscale Data, and Professional Services) or its licensors, and any Third Party Services, as identified on an Order Form and described in the Documentation, and subsequently made available to Customer in accordance with this Agreement.

“Payscale Data” means data owned by Payscale, including Usage Data, Aggregated Data, Payscale Data Services, and any other data that is provided by Payscale (or its licensors) to Customer. Payscale Data is Payscale’s Confidential Information. Payscale Data does not include Customer Data.

“Payscale Data Services” means the Payscale Services that provide Payscale Data and/or Third Party Data to Customer.

“Third Party Data” means any data, including compensation surveys, provided by a Third Party Service that is loaded, stored, displayed, or processed by a Payscale Service and accessible through Customer’s Account.

“Third Party Service” means applications, services, software, or other product supplied by a third party.

2. Customer Data; Customer Warranties.  As between Payscale and Customer, Customer exclusively owns all rights, title, and interest in and to all Customer Data, except where specific rights are expressly granted to Payscale. During the Term and subject to this Agreement, Customer grants to Payscale a license and right to host, access, process, display, copy, transmit, modify, create derivative works of, and otherwise use Customer Data solely to the extent necessary to: (a) fulfill its obligations to Customer under this Agreement, including to maintain, evaluate, and secure the Payscale Services; (b) develop or improve the Payscale Services (including as outlined in Section 6 below); and (c) research and report on compensation trends, so long as all such usage is (i) deidentified so that it does not identify Customer, its Users or any other person and (ii) aggregated with data across other customers. Customer shall not provide to Payscale sensitive data that is not necessary for Payscale to perform its obligations under this Agreement, such as social security numbers or other government identifiers, credit card numbers, bank account numbers, other financial information, or health information.  Customer warrants that: (a) it possesses all necessary licenses, permissions, and other rights in and to Customer Data to grant to Payscale the license and rights to Customer Data as expressly granted in this Agreement and (b) to the best of its knowledge, Customer Data provided to Payscale is accurate and complete, and (c) Customer will not use the Payscale Services to violate antitrust or competition laws and regulations. Customer may not access or use the Payscale Services outside of the Subscription Term.

3. Payscale Data.  As between Payscale and Customer, Payscale exclusively owns all rights, title, and interest in and to all Payscale Data, except where specific rights are expressly granted to Customer. Payscale may use Payscale Data for any purpose in its sole discretion. Customer acknowledges that Customer’s use of the Payscale Services or Payscale Data does not constitute any form of advice, recommendation, representation, or arrangement (legal or otherwise) by Payscale or its licensors.

4. Usage Data.  Customer agrees that Payscale may collect data and other information related to Customer’s use of a Payscale Service (e.g., number of reports run, frequency of log-ins, and searches made by Customer) (“Usage Data”). Usage Data shall not include customer compensation data. Payscale will not disclose Usage Data externally unless deidentified so that it does not identify Customer, its Users or any other person and so long as it is aggregated with data across other customers, or as expressly provided in this Agreement (i.e., in response to a regulatory request).

5. Documentation.  Payscale Services are subject to the operational terms set forth in the technical specifications and requirements located at https://www.payscale.com/about/documentation (“Documentation”). Documentation does not include white papers, community forums, training videos or similar resources. Documentation includes terms related to Third Party Services contracted through Payscale. Documentation may be updated by Payscale from time to time in its sole discretion to include additional Payscale Services, new features, or to reflect updated operational processes, but any such changes will not impose additional liabilities on Customer or materially reduce the functionality of a Payscale Service.

6. Payscale Data Services.

6.1  Participation.  Payscale Data Services that include Aggregated Data rely on the accuracy of the data contributed by Payscale customers. Customer agrees to regularly update and maintain the accuracy of Customer Data as provided in this Agreement and the Documentation. Customer agrees to reasonably cooperate with Payscale to answer questions and to correct any identified problems, omissions, or errors. Customer agrees that, notwithstanding anything to the contrary in this Agreement, its name may be listed as a participant and available to others as a part of the Payscale Data Services; this includes being selectable when creating a data cut for Payscale Data Services that offer such functionality. Customer must contribute Customer Data to the Aggregated Data or pay a non-participation rate in order to receive a Payscale Data Service containing Aggregated Data. Customer will have access only to the Payscale Data Services listed on the applicable Order Form.

6.3  Opt-Out.  Customer may opt-out of contributing to Aggregated Data at any time by providing Payscale at least 45 days’ prior written notice, at which point Customer’s data and name will be removed at the next version release or update of the Payscale Data Services. If choosing to opt-out during the Term, Customer shall no longer have access to Payscale Data Services (except where Customer and Payscale agree to a non-participation rate) and shall remain obligated to pay the fees committed to in the Order Form. Notwithstanding the foregoing, Customer understands that Aggregated Data provided before Customer’s opt-out will remain a part of the versions of the Payscale Data Services previously released and Customer’s name will remain included as a participant for such versions.

7. Third Party Services.

7.1  Third Party Services. In the event Customer has contracted directly with a Third Party Service and requests Payscale include Third Party Data as a part of the Payscale Services, Customer hereby grants to Payscale the right to use, load, host, copy, access, store, display, or otherwise process the Third Party Data solely to provide Customer the Payscale Services. Customer represents and warrants that it has secured all necessary rights to authorize this usage by Payscale. Further, Customer consents to Payscale contacting the applicable Third Party Service to verify Customer’s purchase and agrees to provide a proof of purchase as may be reasonably requested by Payscale. In the event a Third Party Service reasonably disputes Customer’s right to Third Party Data, Payscale may remove such Third Party Data from the Customer’s Account. Third Party Data is not owned or controlled by Payscale, and Payscale does provide any warranties with respect to Third Party Data. Payscale does not guarantee the ability to support all Third Party Data.

7.2  Payscale Integrations.  Payscale may enable or make available Payscale Integrations on a non-exclusive basis to allow Customer to integrate a Payscale Service with a Third Party Service. Customer understands and agrees that the development, maintenance, use, and performance of a Payscale Integration are dependent on the compatibility, format, and performance of the Third Party Service to allow the Payscale Integration. Customer understands and agrees that by using a Payscale Integration, Payscale may pull, collect, access, provide or share data with the Third Party Service as necessary to enable, maintain, support, and improve the integration between the Payscale Service and the Third Party Service. Third party integrations not developed by Payscale may be utilized in some circumstances, and Payscale disclaims any warranty and cannot guarantee the functionality or security of such third party integrations.

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