Terms & Conditions — United States

1. Contract between Paiger Inc. and customer

1.1. No contract shall subsist between Paiger Inc (Paiger) and the Customer until the earlier of the Customer completing an Order Form or the Customer first using the Software provided by Paiger.

1.2. Use of the Software includes accessing it, perusing it, linking to it, copying any of the content on it or using any of the functionality offered via it.

1.3. The contract between Paiger and the Customer shall comprise the completed Order Form Or Online sign up confirmation and these terms (the Contract). This is to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or other document).

1.4. Please read these terms carefully before using the Software. If you do not agree to these terms and conditions of service, you must not use the Software.

1.5. The Customer is also responsible for ensuring that all its employees and other authorised persons who access the Software on its behalf are aware of these terms of use and other applicable terms and conditions, and that they comply with them. IF YOU ARE ENTERING INTO THIS CONTRACT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OF SERVICE, YOU MUST NOT PROCEED AND MAY NOT USE THE SERVICE.

1.6. The services shall comprise all of the functionality provided to the Customer through the use of the Software and accessed via content-app.com from time to time (the Services).

1.7. Our Privacy Policy and Data Processing Addendum apply to the processing of personal information.

2. Definitions and construction

2.1. In this Contract the following expressions shall apply (save where the context otherwise requires):

“Billing Period” is the duration of service delivery charged by a single invoice issued to the Customer.

“Charges” means the fees payable in respect of the Services, as set out in the Order Form and as they may be amended from time to time.

“Contract Start Date” means the date that the Contract starts as set out in the Order Form. Once an order form is signed by The Customer that Customer is committed to the contractual term set out in that order form.

“Contract End Date” means the date that the Initial Term of the Contract ends as set out in the Order Form.

“Confidential Information” means all information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by one party to this Contract to the other, which relates to the business of the disclosing party and which is marked as ‘confidential’ or which a reasonable individual would recognise was of a confidential or sensitive nature;

“Customer” means the organisation, corporate body or other party specified on the Order Form as procuring the Services.

“Customer Data” means all data processed by Paiger or otherwise provided to Paiger pursuant to this Contract including, but not limited to, any personal data.

“Intellectual Property Rights” means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.

“Order Form” means the document detailing the Customer’s order for Services, and which contains various commercial details relating to the same.

“Services” means the services provided by Paiger to the Customer.

“Software” means the software used by us to provide the Services which is either our proprietary software or Third Party Software.

“Third Party Software” means software licensed to us by third party vendors and integrated with our proprietary software.

“Website” means content-app.com, a website owned and operated by Paiger and where the Customer can gain access to the Software and Services.

“CV Credit” means the unit of measure Paiger applies to the Customer’s use of the MyCandidates application. 1 CV / Resume uploaded and processed by the MyCandidates Application consumes 1 CV credit.

“App Credit” means the unit of measure Paiger applies to the Customer’s use of the Contact Finder application and Intelligence applications.

2.2. The headings in this Contract do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Contract.

2.3. Unless the context otherwise so requires:

2.3.1. references to you and us include our permitted successors and assigns;

2.3.2. references to statutory provisions include those statutory provisions as amended or re-enacted;

2.3.3. references to any gender include all genders;

2.3.4. words in the singular include the plural and in the plural include the singular.

3. Term and renewal

3.1(a) Online Monthly Sign-ups: For Customers signing up for the Services online without an executed Order Form, the Initial Term shall be one (1) month from first use and shall automatically renew on a month-to-month basis. Either party may cancel a monthly subscription at any time by providing at least thirty (30) days’ written notice (via email to cancellations@paiger.co).

3.1(b) Annual Order Forms: For Customers procuring the Services via a signed Order Form, the Initial Term shall be as specified on such Order Form. UNLESS OTHERWISE STATED ON THE ORDER FORM, THE CONTRACT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE TWELVE (12) MONTH EXTENSION TERMS AT THE EXPIRATION OF THE INITIAL TERM OR ANY EXTENSION TERM, UNLESS EITHER PARTY PROVIDES WRITTEN NOTICE OF CANCELLATION TO CANCELLATIONS@PAIGER.CO AT LEAST THIRTY (30) DAYS PRIOR TO THE ANNIVERSARY OF THE CONTRACT START DATE. Customer may submit a notice of non-renewal at any time during the Initial Term or then-current Extension Term.

3.1 The Term of the Contract shall be the Initial Term plus all Extension Terms.

3.2 This Contract shall continue for the Initial Term and for any Extension Terms invoked pursuant to clause 3.1 unless or until terminated by either party in accordance with clause 11.

3.3 Access to the Services may not commence on the Contract Start Date and we shall be entitled to suspend access to the Services until we are satisfied that we have received payment of any Fee due.

3.4 Any variation to the period of the Initial Term or an Extension Term is at the sole discretion of Paiger and any amendment is only valid if confirmed by email communications between a Paiger representative and the Customer.

4. Obligations of Paiger & the Customer

Obligations of Paiger

4.1 In consideration of the Customer’s timely payment of the Fee, Paiger agrees with effect from the Contract Start Date, to supply the Services and licence the Software to the Customer on a non-exclusive basis pursuant to the terms of this Contract.

4.2 The Customer agrees to receive the Software as a service and accordingly the licence to use the Software is subject to the following conditions:

4.2.1 Non-Exclusivity: the licence is non-exclusive and Paiger shall remain entitled to grant similar or identical licences to use the Software to any third parties without restriction;

4.2.2 Transferability: the licence is non-transferable or sub-licensable, and the Customer shall not permit or purport to transfer the licence to any third party (nor offer the Software on a bureau basis) without first obtaining Paiger’s explicit written permission to do so and in full knowledge that further Charges may be negotiated by Paiger and payable before such consent is provided (This clause does not preclude use of the Services by any Customer Affiliate, defined as any entity controlling, controlled by, or under common control with Customer.)

4.2.3 Purpose: the Software may only be used by the Customer for internal business operations save where Paiger has entered into a written agreement setting out other terms.

4.2.4 Duration: the licence shall endure for the full Term of this Contract after which the Customer’s right to use or have access to the Software shall end.

4.3 Paiger shall use reasonable skill and care when providing the Services and comply with applicable laws in the provision of the Services.

4.4 Paiger makes no representation or warranty that:

4.4.1 the Services shall be uninterrupted, is free from error or completely secure; or

4.4.2 there shall be continuous availability for content sourced from third parties or

4.4.3 other channels operated by third parties and incorporated or otherwise integrated into the Services shall be error-free.

4.5 For the avoidance of doubt, Paiger makes no warranty that use of the Service will guarantee or enable compliance with any particular laws, regulations or codes of conduct. Compliance with any legal requirements to which the Customer may be subject is entirely the Customer’s responsibility and Paiger shall have no liability or responsibility in respect of the same.

4.6 Paiger makes no representation or warranty that any information provided by or contained within the Services or Software, including that arising from Generative AI shall be accurate, complete or up-to-date and the Customer shall be responsible for verifying any such information on which the Customer may choose to rely.

4.7 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS CLAUSE 4, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND USE OF THE SERVICES IS AT THE CUSTOMER’S OWN RISK. PAIGER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

4.8 Paiger, in providing the Research feature of the Services retrieves results from the Web and from other business partners. As such Paiger shall have no responsibility or legal liability for the accuracy or completeness of any such data provided by the Research feature of the platform. In using the data provided the Customer is assuming responsibility and risk from its use or lack of use of such data.

4.9 Paiger does not and cannot control the rate of flow of data to or from our network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Internet (or portions thereof). Although Paiger will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Paiger cannot guarantee that such events will not occur. Accordingly, Paiger disclaims any and all liability resulting from or related to such events.

4.10 Each party recognises that it is impossible to maintain flawless security but (where relevant) Paiger shall take all commercially reasonable steps to prevent security breaches in its servers’ interaction with the Customer and security breaches in any interaction with resources or users outside of any firewall that may be built into the Services.

4.11 Paiger may temporarily suspend and/or alter the operation of the Services for legal, security or technical reasons and shall use all reasonable endeavours to notify the Customer as far in advance as possible of any suspension or significant alteration. The Customer acknowledges that prior notice may not always be possible.

4.12 Where the Customer uses the Video Outreach functionality of the Services, Paiger shall delete Video content generated using this part of the Services 6 months after the date of creation of the content or, where the contract is terminated in accordance with clause 3.1 or 11, within seven days of the date of termination.

Obligations of the Customer

4.13 The Customer shall provide Paiger with all necessary cooperation in relation to this Contract

4.14 The Customer shall not disclose its user logins or passwords for the Services to any third party.

4.15 The Customer shall ensure that only its authorised personnel access the Services. The customer acknowledges that a separate user licence is required for each person who will access the Services, and such personnel will use a unique login and password to access the Services. The Customer shall not permit the use of a single user licence by more than one natural person; Paiger hereby reserves the right to charge for additional user licences where it can provide clear evidence that the sharing of user licences has occurred. Such charges will be levied at the same per user licence fee as set out in the customer’s order form and may be levied retrospectively to the date at which Paiger can demonstrate licence sharing first occurred.

4.16 The Customer is responsible for ensuring that its use of the Services or its use of third party data obtained from its use of the Services complies with all applicable laws, regulations and codes of practice and will not be harmful, discriminatory, defamatory or infringe the copyright, trademark or other rights of any third party.

4.17 The Customer shall not

4.17.1 publish, disclose, reproduce or create derivative works from any information obtained pursuant to the Customer’s use of the Services unless expressly agreed to in writing by Paiger; or

4.17.2 attempt to obtain or assist third parties (other than authorised personnel) to obtain access to the Software and Services; or

4.17.3 copy, make modifications to, reverse engineer or decompile the software supporting the Services, except to the extent permitted by law.

4.18 In the event that the Customer is in breach of any of its obligations (including, for the avoidance of doubt, timely payment of the Charges) under this Contract, then Paiger cannot be held responsible for failure to provide the Services as a result (directly or indirectly) of a Customer breach. Upon a Customer breach, Paiger shall be entitled to:

4.18.1 charge the Customer for staff time engaged on rectifying any resulting problems at our then current standard charging rates; and

4.18.2 without any liability terminate or suspend the Services (including, for the avoidance of doubt, by way of restricting or blocking your access to the Software) without prejudice to any other pre-existing rights and obligations of either party.

4.19 The Customer is responsible for all content uploaded, posted, published, displayed, emailed or otherwise transmitted by its personnel when using the Services and the Customer hereby indemnifies Paiger against any actions initiated by a third party from the Customers use of the Services contrary to the terms of this Contract.

4.20 For the avoidance of doubt, the Customer must prevent its personnel distributing content which:

4.20.1 infringes any intellectual property or other proprietary rights of any party;

4.20.2 forges headers or otherwise manipulates identifiers to disguise the origin of any materials posted or transmitted using the service; or

4.20.3 they have no right to upload under any law or under contractual or fiduciary relationships; or

4.20.4 contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or

4.20.5 poses or creates a privacy or security risk to any person; or

4.20.6 constitutes unsolicited or unauthorized advertising, promotional materials or commercial activities; or

4.20.7 is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libellous, lewd, profane, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or

4.20.8 to stalk, intimidate and / or otherwise harass another, to incite others to commit any of the above acts, to harm minors in anyway.

4.20.9 violates any applicable commercial messaging, electronic communication, or anti-spam law, including the U.S. CAN-SPAM Act or similar state statutes. Without limiting the generality of the foregoing, Customer acknowledges and agrees that where it utilizes the Services to send emails, candidate outreach, or commercial electronic messages, Customer is sole “Sender” and “Initiator” of such communications. Customer represents and warrants that all such communications shall:

(a) contain accurate header information, non-misleading subject lines, and a valid physical postal address of the Customer;

(b) include a clear and conspicuous opt-out or unsubscribe mechanism; and

(c) honor all opt-out or unsubscribe requests within ten (10) business days of receipt.

4.21 The Customer and its personnel must not use any data mining, robots or other data gathering and extraction methods on the Software or otherwise in connection with the Services.

4.22 The Customer shall give notice to Paiger if the Customer becomes aware of any unauthorised use or exploitation of the whole or any part of the Services.

4.23 The Customer agrees Paiger has the right to impose reasonable size limits on the storage utilized on Paiger servers by the Customer during its use of the Services. Size limits can be imposed by requesting the Customer to delete excessive content or to pay additional charges for storage at rates to be agreed between the parties.

4.24 The Customer confirms that it is not a data broker, or any such similar service, and shall not resell any data obtained through its use of the Services to any third party. The Customer shall indemnify and keep indemnified Paiger against all damages, costs, fines, professional fees, losses, liabilities and expenses incurred by Paiger arising from or in connection with any breach of this clause by the Customer, including where the Customer acts as a data broker or resells any data obtained through its use of the Services to any third party. In order to make a claim under this indemnity, Paiger shall promptly notify the Customer in writing of any such claim or suit, make no admissions or settlements without the Customer’s prior written consent, and, at the Customer’s request and expense, give the Customer all information and assistance as the Customer may reasonably require and allow the Customer complete control over the defence or settlement of any such claim or suit.

5. Charges and payment for the use of the services

5.1 The Charges are as stated on the Order Form and unless otherwise stated on the Order Form are in USD and are exclusive of any sales tax which shall be paid by the Customer at the rate and in the manner prescribed by applicable law.

5.2 The Charges are calculated by reference to the number of user licences required by the Customer, or the credits required by the customer to use a Paiger application.

5.3 Invoicing frequency, payment terms and Billing Period shall be as stated on the Order Form or agreed in the sign-up process.

5.4 Where the Order Form does not specify, the invoicing frequency shall be monthly and the payment terms are immediate of receipt of invoice.

5.5 Where the Order Form states

5.5.1 “Recurring Credit Card” in the payment terms, the Customer must set up a recurring credit card payment using the link provided by Paiger once the Order Form has been processed.

5.5.2 For online sign-up the customer must provide a valid credit card to provide for payment of the services.

5.6 The Customer must notify Paiger of any disputed invoices within 14 days of issue. For the avoidance of doubt this includes disputes relating to the Services’ compliance with the Contract.

5.7 If the Customer fails to pay any undisputed amount by the due date (Late) then:

5.7.1 Paiger reserves the right to charge interest on a daily basis at the rate of 10% per annum or the maximum rate permitted by law, whichever is lower, on all amounts that are late; and/or

5.7.2 Paiger reserves the right to recover all reasonable legal and other professional fees incurred in recovering amounts due.

5.7.3 Without prejudice to any other right or remedy available to Paiger, Paiger shall be entitled to suspend the Customer’s access to the Services until full payment has been made of all outstanding Charges. Any suspension to the Customer’s access shall be notified at least 48 hours in advance of any such suspension.

5.8 In the event that the Customer does not exercise their right to cancel before 30 days before the anniversary of the Contract Start Date, or such other Contract End Date agreed between the parties, the Customer is obligated to pay for the entire Extension Term at the rate specified in the original Order Form or the amount charged for the most recent Extension Term.

5.9 Where Paiger seeks to increase the Charges for the Services for the next Extension Term, Paiger must give a minimum of 60 days notice of the intention to increase prices and the Customer shall have the right to cancel up to 30 days after receiving such notice. This clause shall not apply to pre-agreed contractual increases in the charges for the Services.

5.10 At each anniversary of the Contract Start Date (or such other Contract End Date agreed between the parties) the minimum number of user licences chargeable for the Extension Term shall be the number of user licences registered on the Customer’s account on that date, or the user licences stated on the initial Order Form, whichever is higher. Any request to downgrade user licences or change user pricing after this anniversary is at the sole discretion of Paiger and shall only take effect upon written confirmation from Paiger.

5.11 Where the Customer uses the MyCandidates feature the following shall also apply:

5.12.1 Where the Customer reaches the total resume credits allowance stated on the Order form or as confirmed in the online sign up process for any Billing Period (calculated by reference to the number of user licences purchased multiplied by the number of CV credits allocated per user licence) the Customer will be unable to process further resumes until additional resume credits are purchased. Additional resume credits can be purchased at any time by reaching out to the Paiger customer success team or emailing support@paiger.co.

5.12.2 Unless otherwise stated on the Order Form or subsequently agreed between the parties the annual resume credits allowance is 360 resume credits per user per Initial Term or Extension Term (as applicable) or 30 per month for monthly contracts. For any user added during any Initial Term or Extension Term the resume credits are pro-rated from the date the user was added until the next Contract End Date.

5.12.3 Unless otherwise stated on the Order Form or subsequently agreed between the parties the charge for excess or additional resume credits is $1.00 per Resume processed.

5.12.4 Where the Contract is terminated for any reason, if at the date of termination, the Customer has exceeded the resume credit allowance accrued and paid for up to the date of termination, Paiger reserves the right to charge for excess resume credits at the rate of $1.00 per Resume processed.

5.12.5 The Customer is not permitted to carry forward unused resume credits from one Initial Term or Extension Term to another.

5.12.6 There is no entitlement to any refund for unused resume credits at the date of termination (for any reason) of the Contract or where a Customer does not renew their contract.

5.12.7 For the purposes of calculating excess resume credits used as of the date of termination of the Contract, resume Credits shall be deemed to accrue evenly at the rate of 30 CV credits per user per month.

5.12 Where the Customer uses either or both of the Intelligence or Contact Finder features the following shall also apply:

5.13.1 Where the Customer exceeds the App Credits allowance stated on the Order form for any Billing Period the Customer will be required to purchase additional App Credits to continue to use the feature. Additional App Credits can be purchased at any time by reaching out to the Paiger customer success team or emailing support@paiger.co.

5.13.2 For any user added during any Billing Period the charges and App Credits are pro-rated from the date the user was added until the next Billing period.

5.13.3 Unless otherwise stated on the Order Form or subsequently agreed between the parties the charge for each excess or additional Contact finder App Credit is $1.00, the charge for each excess or additional Intelligence App Credit is $0.40.

5.13.4 Where the Contract is terminated for any reason, if at the date of termination, the Customer has reached the App Credit allowance accrued and paid for up to the date of termination, Paiger reserves the right to charge for excess App Credits within 30 days of termination at the rates set out in clause 5.13.3 above.

5.13.5 The Customer is not permitted to carry forward unused App Credits from one billing period to another.

5.13.6 There is no entitlement to any refund for unused App Credits at the date of termination (for any reason) of the Contract or where the Customer does not renew their contract.

5.13.7 In the Contact Finder application an App Credit will be deducted each time Paiger successfully returns contact information to the Customer.

5.13.8 In the Intelligence application an App Credit will be deducted each time the customer utilises Research functions in the Research module or the Employer Intelligence modules.

5.13.9 App Credits are not inter-changeable between the Contact Finder and Intelligence applications. A separate allowance is required for each application.

5.13.10 PAIGER USES THIRD-PARTY DATA SUPPLIERS TO SOURCE THE CONTACT INFORMATION. PAIGER MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE SUCCESS OF FINDING CONTACT INFORMATION OR AS TO THE ACCURACY, COMPLETENESS, OR CURRENCY OF ANY CONTACT INFORMATION PROVIDED. AS SUCH NO REFUNDS OR OTHER ADJUSTMENT WILL BE MADE IF THE DATA RETURNED IS IN ANY WAY INACCURATE.

6. Intellectual property rights

6.1 The Customer acknowledges that Paiger is the owner or licensee of all intellectual property rights in the Software and that the Customer has no rights in, or to, such intellectual property other than the right to use the Services in accordance with the Contract.

6.2 Paiger warrants that it has all necessary rights, title and interest in order for the Customer to benefit from this Contract. However, some functions of the Software and Services enable the Customer to access content, services and materials that may be subject to third-party rights and the Customer shall need to procure the licences and rights to use such services and materials.

6.2a Compliance with Third-Party Platform Terms. Customer represents and warrants that it has all necessary rights, permissions, and lawful authority—including full compliance with and acceptance of all applicable third-party terms of service, policies, and end-user agreements (including, without limitation, LinkedIn or other social media, professional, or data platforms)—to upload content to, interact with, or extract data from such platforms, and to share such data (including personal information) with Paiger. Customer hereby consents to Paiger accessing, connecting to, collecting, processing, storing, using, and transferring Customer Data from any social media or third-party accounts linked to or integrated with the Services by Customer. Customer shall obtain all required consents from its personnel and account administrators prior to enabling such access.

6.2b Customer Platform & Outreach Indemnity. Customer shall defend, indemnify, and hold harmless Paiger, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, fines, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any alleged or actual violation by Customer or its users of any third-party website, platform, or social media service’s terms of service or policies; (ii) Customer’s instructions to Paiger to access, scrape, or process data from third-party platforms on Customer’s behalf; or (iii) any commercial electronic messages or emails sent, or candidate outreach conducted, by or on behalf of Customer through the Services (including claims under the US CAN-SPAM Act or state privacy and anti-spam statutes).

6.3 The Customer hereby grants to Paiger a non-exclusive, royalty-free, world-wide licence during the Term to use, copy, reproduce, and manipulate Customer Data provided by the Customer or resulting from the Services and the Customer agrees that Paiger may use anonymised personal data and non-identifiable aggregated customer-related data in marketing materials, reports and other commercial products.

6.4 Paiger shall indemnify the Customer against all damages, costs, charges, losses, liabilities and expenses incurred by the Customer arising from or incurred by reason of any third party claim or suit alleging that the use of the Software infringes any Intellectual Property Right belonging to a third party anywhere in the world. Where such a third party claim arises as a result of features of the Software provided using Third Party Software, Paiger expressly limits its liability to that which it is capable of claiming from the licensor of the Third Party Software pursuant to the licence of the Third Party Software.

6.5 In order to make a claim under this indemnity, the Customer shall:

6.5.1 promptly notify Paiger in writing of any such claim or suit;

6.5.2 make no admissions or settlements without the prior written consent of Paiger.

6.5.3 at the request and expense of Paiger, to allow Paiger complete control over any negotiations or litigation and/or the defence or settlement of such claim or suit; and

6.5.4 give Paiger all information and assistance as Paiger may reasonably require.

6.6 Paiger shall have no obligations under Clause 6.4 to the extent that any alleged infringement arises from:

6.6.1 modifications made by the Customer to the Software not permitted to be made under this Contract; and

6.6.2 use of the Services in any manner in breach of this Contract; and

PAIGER EXPRESSLY DISCLAIMS ANY LIABILITY (INCLUDING BUT NOT LIMITED TO UNDER THE TERMS OF THIS INDEMNITY) TO THE CUSTOMER IN RELATION TO CLAIMS FROM THIRD-PARTY PUBLISHERS OF NEWS OR OTHER WEBSITE BASED CONTENT ACCESSIBLE THROUGH THE WEBSITE.

6.7 In the event that the use of the Software by the Customer infringes or, if in the opinion of Paiger, is likely to be held to infringe any Intellectual Property Right belonging to a third party, Paiger may, at its option and expense either (i) procure for the Customer the right to continue using the Software free from any liability for such infringement or (ii) modify or replace the Software so as to avoid the infringement but providing the Customer with substantially the same functionality and performance or (iii) terminate the Contract upon payment of a pro rata refund of the Charges calculated by reference to the date the infringement was identified to the date of termination.

6.8 Paiger hereby confirms the following:

6.8.1 The Customer is the owner of all content generated and/or distributed using the Services. This includes content generated using the AI functionality within the platform.

6.8.2 The Customer is the owner of all candidate information uploaded to the Services.

6.9 Paiger confirms that where Customer data is submitted to AI models and tools as part of delivering the Services such data is not retained or used by those AI models or tools for the purposes of training or enhancing those models and tools.

7. Data protection

7.1 Data protection and the processing of personal data are governed by our Data Processing Addendum (DPA) available at https://paiger.co/data-processing-agreement. In signing an Order Form or upon first use of the Services the Customer is giving their explicit agreement to the application of that data processing agreement to the Services provided by Paiger.

8. Confidentiality

8.1 Both parties to this Contract agree to keep the terms and any and all information that is obtained about the business, finances, technology and affairs of the other party strictly confidential during the Term of this Contract and thereafter in accordance with Clause 8.7.

8.2 The Customer agrees that whilst it remains a customer of Paiger, Paiger may refer to the Customer as being a customer by name and/or use of the Customer’s trademark (including the Customer’s logo) on Paiger’s Website and on any other marketing materials produced by Paiger from time to time. The Customer hereby grants to Paiger a non-exclusive, royalty-free, world-wide licence during the Term to use the Customer’s trademark (including the Customer’s logo) for this purpose.

8.3 Each party shall, on request, return to the other all Confidential Information of the other party (whether held by it or its officers, employees, agents or contractors) which is in a physical form (including all copies) and shall, on request, destroy any other records (including, without limitation, those in machine-readable form) containing Confidential Information.

8.4 The provisions of this Clause 8 shall not apply to information which:

8.4.1 is trivial or obvious;

8.4.2 is in or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;

8.4.3 is lawfully received from a third party free of any obligations of confidence at the time of its disclosure;

8.4.4 is independently developed by the recipient, its officers, employees, agents or contractors;

8.4.5 is required by law, by court or governmental order to be disclosed; or

8.4.6 is communicated to a third party with the express written consent of the disclosing party.

8.5 Both parties, without prejudice to any other rights or remedies which the other party may have, acknowledge and agree that damages may not be an adequate remedy for any breach by the other of the provisions of this Clause 8 and that each shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision by the other party and no proof of damages shall be necessary for the enforcement by any party of its rights under this Clause 8.

8.6 Each party shall indemnify the other in respect of all actions, claims and losses which the other party may incur arising out of a breach of any of the terms contained in this clause 8

8.7 The obligations under this Clause 8 shall survive for a period of 3 years from the date of expiry or termination of this Contract.

9. Limitation of liability

Except as expressly and specifically provided in this Contract, the Customer assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use.

9.1 This clause sets out the entire financial liability of Paiger to the Customer in respect of:

9.1.1 any breach of the Contract;

9.1.2 any use made by the Customer of the Services; and

9.1.3 any representation, statement or tort (including negligence) arising under or in connection with the Contract.

9.2 Nothing in this Contract excludes liability for gross negligence, willful misconduct, or fraud

9.3 Neither party to this Contract shall be liable to the other under or in connection with the Contract for any indirect, special or consequential loss or damage, loss of business or goodwill, loss of profit or loss of revenue, loss of anticipated savings, loss of goodwill, wasted expenditure or loss of or damage to data.

9.4 Except that claims made pursuant to clauses 4.19, 6.2b, 6.4, 8.6, and the terms of the data processing agreement shall not be limited by this clause, the total liability of one party to the other in respect of any loss or damage under or in connection with the Contract shall not exceed the aggregate amount of Charges paid by the Customer, in the twelve months immediately preceding the incurring of such loss or damage.

9.5 The Customer agrees that it is in a better position to foresee and evaluate any loss suffered in connection with this Contract and that the Charges have been calculated on the basis of the limitations and exclusions in this Clause 9 and that the Customer will put in place insurance as is suitable having regard to its particular circumstances and the terms of this Clause 9.

10. Anti-bribery & corruption

10.1 Each party will comply with all applicable anti-corruption and anti-bribery laws, including the US Foreign Corrupt Practices Act (FCPA).

11. Termination

11.1 Either party may terminate the Contract:

11.1.1 Subject to clause 11.4, immediately upon written notice to the other party if the other party commits any material or persistent breach of any of the provisions of the Contract and, in the case of a breach which is capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied; or

11.1.2 immediately if the other party becomes insolvent, files a petition for bankruptcy, or makes an assignment for the benefit of creditors.

11.2 Paiger shall have the right, without prejudice to our other rights or remedies, to terminate this Contract immediately by notice to the Customer if (i) the Customer undergoes a change of control which does not result in control passing to a company that, immediately prior to the change in question, was an Affiliate of Customer or (ii) the Customer sells all of its assets or is merged or re-organised in circumstances where the Customer is not the surviving entity (iii) if it ceases to offer the Services; or (iv) the Customer disputes the ownership or validity of Paiger’s Intellectual Property Rights.

11.3 Upon termination of the Contract:

11.3.1 the Customer shall pay Paiger all outstanding Charges

11.3.2 the Customer shall immediately cease using the Services and permanently delete all login passwords for the Services; and

11.3.3 the parties shall return each other’s Confidential Information in accordance with clause 8.3.

11.3.4 Termination of the Contract shall not affect the accrued rights or liabilities of the parties under the Contract nor any provision of the Contract which is expressed or required to survive or operate in such event.

11.4 No Guarantee of Results and Exclusion of Performance as Grounds for Early Termination

11.4.1. Acknowledgment of Product Nature and Effort Required

The Customer acknowledges and agrees that the Services are tools designed to enhance and facilitate the Customer’s business processes within the recruitment industry, including but not limited to social profile enhancement, vacancy search, customer research, and CV/Resume anonymisation. The Customer further acknowledges that the success and results derived from using the Services are contingent upon:

i) The Customer’s consistent and diligent engagement with the Services;

ii) The Customer’s external market conditions, business strategy, skill, and efforts in utilising the insights and efficiencies provided by the tools; and

iii) Factors entirely outside of the Paiger’s control, including but not limited to the availability of vacancies, the decisions of hiring managers, competitive landscapes, and the quality of candidates sourced by the Customer.

11.4.2 No Guarantee of Specific Outcome or Commercial Success

Paiger does not warrant, represent, or guarantee any specific commercial outcome, level of revenue increase, number of new clients, placements, or any other quantifiable business success as a direct or indirect result of the Customer’s use of the Services. The Services are provided on an “as is” and “as available” basis, and Paiger makes no representations regarding the effectiveness or suitability of the tools for achieving the Customer’s particular business goals.

11.4.3 Exclusion of Lack of Results as Grounds for Early Termination

The Customer expressly agrees that a lack of desired or anticipated business results or commercial success shall not constitute:

i) A breach of this Contract by Paiger.

ii) A failure of the Services to meet any required standard of functionality, provided Paiger has supplied the agreed-upon tools in a manner substantially consistent with their operational description and as demonstrated during the sales process.

iii) A valid, permissible, or justifiable reason for the Customer to terminate this Contract early outside of the express termination rights provided elsewhere in this clause 11.

11.5 The Customer shall remain obligated to pay all Charges due for the remainder of the agreed Term, notwithstanding any perceived or actual lack of commercial success or results.

11.6 Save for the renewal and non-renewal notice provisions set out in Clause 3, this Clause 11 governs the formal termination of this Contract.

12. Force majeure

Neither party shall be liable for any delay or non-performance (except in respect of payment) under the Contract caused by any event beyond its reasonable control (a “Force Majeure Event”) provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the Contract. Force Majeure Events shall include but not be limited to: acts of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute (except involving a party’s own employees), pandemic or epidemic, illness, flood, fire or tempest. If the Force Majeure Event continues for more than one month, the party not subject to the Force Majeure Event may terminate the Contract by notice in writing to the other party.

13. Notices

13.1 Any notice pursuant to this contract shall be in writing and deemed to have been served if sent by overnight national courier (eg Fedex/UPS) or emailed to finance@paiger.co

13.2 Customer’s email address for service of notices is the email address provided as part of user login, on the Order Form or used to sign up for the Service online.

14. General

14.1 The Contract contains the entire agreement between the Parties relating to the subject matter covered and supersedes any previous agreements or arrangements (written or oral) between the Parties in relation to such matters. No amendment, variation or modification of the Contract shall be deemed valid unless it is in writing and signed by the Parties.

14.2 Neither party may assign or transfer any of its rights or obligations under this Contract without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Contract in its entirety, without the consent of the other party, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided that any such successor or assignee agrees in writing to be bound by the terms of this Contract and, in the case of an assignment by Customer, the assignee is not a direct competitor of Paiger.

14.3 No Third-Party Beneficiaries: Nothing in this Contract is intended to confer any rights or remedies on any person or entity other than the parties

14.4 Nothing in the Contract shall be construed as creating a partnership, joint venture or agency of any kind between the Parties.

14.5 No failure or delay by either party in exercising any of that party’s rights or remedies under the Contract shall operate as a waiver of those rights or remedies. No right or remedy of either party under the Contract shall be deemed to be waived unless the waiver is in writing and signed by both Parties. No waiver of any breach of the Contract is a waiver of any subsequent or other breach.

14.6 If any provision of the Contract shall be held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the Contract shall not be affected. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

14.7 In the event of a conflict between the Order Form and the Contract, the Parties agree that the Order Form shall prevail.

14.8 The Contract shall be governed by the laws of the state of Delaware. The Parties submit to the exclusive jurisdiction of the state / federal courts of the state of Delaware to settle any dispute concerning the Contract.