TalentRiver Terms & Conditions

These General Terms and Conditions ("Agreement") govern the use of TalentRiver, a Software as a Service solution provided by TalentRiver AB, a company registered in Sweden ("Company"), by the subscribing entity ("Customer"). By accessing or using the Software, Customer agrees to be bound by this Agreement. The specific commercial terms of each subscription, including pricing, subscription period, auto-renewal, and cancellation terms, are set out in the applicable Order Form or deal sheet entered into between the Parties (the "Order Form").

1. Software License

Subject to the terms of this Agreement and payment of applicable fees, Company grants Customer a non-exclusive, non-transferable, limited license to access and use TalentRiver, a Software as a Service solution streamlining the process of sourcing, screening, and connecting with candidates ("Software"), during the Term for Customer's internal recruitment operations.

2. Technical Support

Company will provide Customer with reasonable technical support services in accordance with Company's standard support practices.

3. Subscription Term and Renewal

The initial subscription term, renewal period, and applicable fees are specified in the Order Form. Unless otherwise stated in the Order Form, the subscription will automatically renew for successive periods equal to the initial term unless either Party provides written notice of non-renewal in accordance with the notice period set out in the Order Form.

Renewal pricing may be adjusted by Company and will be communicated to Customer at least 60 days before the applicable renewal date.

4. Termination

Termination for convenience. Either Party may elect not to renew the subscription by providing written notice in accordance with the cancellation terms specified in the Order Form.

Termination for cause. Either Party may terminate this Agreement upon 30 days' written notice if the other Party materially breaches any term of this Agreement and fails to cure such breach within the 30-day notice period.

Termination for insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes subject to bankruptcy, insolvency, receivership, or similar proceedings.

Effect of termination. Upon termination or expiration of this Agreement: (a) Customer's right to access and use the Software will cease immediately; (b) Company will make Customer Data available for export for a period of 30 days following the effective date of termination, after which Customer Data will be deleted in accordance with the Data Processing Agreement; and (c) any fees owed for the period prior to termination will remain due and payable.

5. Restrictions and Responsibilities

Customer agrees not to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Software.

• Modify, translate, or create derivative works based on the Software.

• Use the Software for timesharing or service bureau purposes.

• Remove any proprietary notices or labels from the Software.

6. Compliance with Laws

Customer represents and warrants that it will use the Software only in compliance with all applicable laws, regulations, and Company's standard published policies.

Customer agrees to indemnify and hold Company harmless against any damages, losses, liabilities, and expenses (including reasonable legal fees) arising from Customer's breach of this Agreement or misuse of the Software. Company reserves the right to monitor use of the Software and to suspend or restrict access where it reasonably suspects a violation of this Agreement or applicable law.

7. Equipment

Customer is responsible for obtaining and maintaining all equipment, software, and services necessary to access and use the Software, including hardware, operating systems, network connectivity, web browsers, and the security of Customer's account credentials and data access.

8. Confidentiality and Proprietary Rights

Each Party ("Receiving Party") agrees to hold in confidence and not disclose any confidential or proprietary information received from the other Party ("Disclosing Party"), and to use such information only for the purposes of this Agreement.

Confidential information includes, but is not limited to:

• Company's Proprietary Information: Non-public features, functionality, performance characteristics, and technical details of the Software.

• Customer's Proprietary Information: Non-public Customer Data and business information provided in connection with the use of the Software.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure; (c) is rightfully received from a third party without restriction; (d) is independently developed by the Receiving Party without reference to the Disclosing Party's confidential information; or (e) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party where legally permitted.

The obligations under this section will survive termination or expiration of this Agreement for a period of 3 years.

9. Customer Data

Customer retains all right, title, and ownership in and to all Customer Data and any data derived from it.

Customer grants Company a non-exclusive, royalty-free license to use, process, and store Customer Data solely for the purpose of providing and improving the Software. Customer further grants Company a perpetual, non-exclusive, royalty-free license to use aggregated or de-identified data for providing and improving the Software.

10. Company Property

Company retains all right, title, and interest in and to the Software, including all improvements, modifications, and derivative works, all related technology and inventions, and all associated intellectual property rights. Nothing in this Agreement transfers any ownership of the Software or Company's intellectual property to Customer.

11. Data Processing Agreement

The Parties have entered into a separate Data Processing Agreement governing the processing of personal data in connection with the Software, available at: https://www.talentriver.ai/articles/dpa. The Data Processing Agreement forms an integral part of this Agreement.

12. Marketing

Customer grants Company the right to use Customer's name, logo, and public statements in marketing materials, including on Company's website, in presentations, case studies, and sales materials. Such use will comply with any brand guidelines provided by Customer.

13. Force Majeure

Neither Party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, government action, regulatory change, natural disaster, war, terrorism, labour disputes, or failure of third-party infrastructure or telecommunications providers. The affected Party must notify the other Party promptly and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than 90 days, either Party may terminate the affected services upon 30 days' written notice.

14. Warranty and Disclaimer

Company will use commercially reasonable efforts to maintain the availability and functionality of the Software. Scheduled and unscheduled maintenance may occur, and Company will endeavour to provide prior notice when reasonably possible.

To the maximum extent permitted by applicable law, the Software is provided "as is." Company disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

15. Limitation of Liability

To the maximum extent permitted by applicable law, and except for liability arising from bodily injury or a Party's breach of its confidentiality obligations under Section 8:

Neither Party, nor its suppliers, affiliates, or contractors, will be liable to the other Party for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, however caused.

Each Party's total aggregate liability under or in connection with this Agreement will not exceed the total fees paid or payable by Customer to Company in the 12-month period immediately preceding the event giving rise to the liability.

These limitations apply equally to both Parties.

16. Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

17. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law provisions.

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its validity, breach, or termination, shall first be referred to good-faith negotiation between senior representatives of each Party for a period of 30 days. If the dispute is not resolved through negotiation, it shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC) under its Rules for Expedited Arbitrations. The seat of arbitration shall be Stockholm, Sweden. The language of the proceedings shall be English.

18. Final Provisions

• This Agreement, together with the applicable Order Form and Data Processing Agreement, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations.

• Amendments to this Agreement must be made in writing and signed by authorised representatives of both Parties.

• The failure of either Party to enforce any provision of this Agreement does not constitute a waiver of that provision or the right to enforce it at a later time.

• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

• This Agreement may be executed in counterparts, including by electronic signature, each of which will be deemed an original.

• Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

• Notices under this Agreement must be delivered in writing by email, personal delivery, or overnight courier to the addresses specified in the Order Form.

• Section headings are for convenience only and do not affect the interpretation of this Agreement.

19. Survival

The following sections survive termination or expiration of this Agreement: Section 8 (Confidentiality and Proprietary Rights), Section 9 (Customer Data), Section 10 (Company Property), Section 15 (Limitation of Liability), Section 17 (Governing Law and Dispute Resolution), and Section 18 (Final Provisions).