1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

1.2 Clause headings are for convenience and reference only and shall not affect the interpretation of any provision of this Agreement.

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to all genders.

1.5 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.6 The Supplier reserves the right to update or modify these Terms of Use at any time without prior notice. The most current version of these Terms of Use can at any time be viewed on INOP. Access to and use of the Services following any such change constitutes the Customer's agreement to be bound by this Agreement as updated or modified.

2. Services

2.1 The Supplier reserves the right to alter or modify the Services and any portions or configurations thereof from time to time. For clarity, the Services may include workforce analytics, skills intelligence, and strategic workforce planning capabilities, including internal workforce analysis and development planning.

2.2 During the Term and conditioned upon Customer's compliance with all the terms of the Agreement, The Supplier grants the Customer a non-exclusive and non-transferable licence to use the data and content within the Services during the Trial Period solely for the purpose of evaluating the Services. Customer may only access the Services only via a password/User ID issued by the Supplier. The Customer shall not use any of such data or content for any other purposes including, without limitation, for purposes of conducting or operating the Customer's or any third party's business. For the purposes of this Agreement, the Trial Period includes any pilot, proof-of-concept, or evaluation use of the Services by the Customer.

2.3 Strategic Workforce Planning Pilot Use; The Trial Period may include the evaluation of Strategic Workforce Planning use cases using Customer Data provided by the Customer solely for the Customer's internal assessment and evaluation purposes. The Services remain provided on an "as is" and "as available" basis during the Trial Period.

3. Customer data

3.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

3.2 For the purposes of the Agreement the terms "controller", "data subjects", "personal data", "processor," "process," and "supervisory authority" shall have the meaning given to them by EU Data Protection Law.

3.3 Supplier will process any Customer Personal Data on the Customer's behalf as a processor, and the Customer is the controller of such data. Each Party undertakes to comply with all Data Privacy Law applicable to such Party and shall not knowingly cause the other to breach Data Privacy Law.

3.4 Supplier will only process the Customer Personal Data on documented instructions from the Customer (which instructions constitute, for the avoidance of doubt, the instructions to process Customer Personal Data in the course of Supplier's performance of the Agreement) and will not process any such Customer Personal Data for any purpose except as set out in the Agreement.

3.5 Supplier will implement appropriate technical and organisational security measures (including confidentiality obligations applicable to Supplier personnel) to ensure a level of security appropriate to the risks that are presented by the processing of Customer Personal Data. In case of a personal data breach which may affect Customer Personal Data, Supplier will notify the Customer without undue delay after becoming aware of it.

3.6 Supplier will use commercially reasonable efforts to: (i) assist the Customer in ensuring compliance with the Customer's obligation to respond to requests for exercising data subject's rights under EU Data Protection Law; (ii) make available all information reasonably necessary to demonstrate compliance with Data Privacy Laws; and (iii) allow for and contribute to audits, including inspections and information requests, conducted by the Customer or an auditor mandated by the Customer, provided that such audit shall be constrained to provision of Supplier's then-current technical Documentation which relates to the processing of Customer Personal Data unless otherwise required by a supervisory authority.

3.7 Supplier will delete or return all Customer Personal Data after termination of the Agreement unless otherwise provided by law.

3.8 Customer acknowledges and agrees that Supplier may retain Affiliates and other third parties as sub-processors (all together "Sub-Processors") in connection with the provision of the Services, having imposed on such Sub-Processors the same data protection obligations as are imposed on Supplier under the Agreement. Supplier will be liable to the Customer for performance of such obligations by the Sub-Processors.

3.9 In order to ensure that adequate safeguards are in place for the processing and transfer of personal data, the Parties shall ensure that personal data is transferred outside the European Economic Area only where permitted by EU Data Protection Law.

3.10 Supplier processes Customer Personal Data on the Customer's behalf as follows:

3.10.1 Customer Personal Data concerns the following categories of data subjects: Customer may submit Customer Personal Data to Supplier, the extent of which is determined and controlled by Customer in its discretion, and which may include, but is not limited to Customer Personal Data relating to the following categories of data subjects: Customer's customers, business partners and vendors of Customer, employees, directors, officers, contact persons, and Users authorised to use the Services.

3.10.2 Customer Personal Data concerns the following categories of data: Customer may submit Customer Personal Data in the course of Customer's activities under the Agreement, the extent of which is determined and controlled by the Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data: Name; home address; photograph; professional email address; professional telephone number (including mobile telephone number); personal email address; personal telephone number (including mobile telephone number); data related to transactions including transactions' purposes; tax ID; government identification number; customer numbers; complaints; bank account details; marketing preferences; IP address; cookie data; login credentials (username and password); traffic data including web logs; images.

3.10.3 Customer Personal Data is processed by Supplier on behalf of the Customer in order to provide the Services and/or any similar activities (such as support or training) as contemplated under this Agreement.

3.10.4 Customer Personal Data is processed by Supplier on behalf of the Customer for the duration of the provision of the Services and/or any similar activities (such as support or training) as contemplated under this Agreement.

3.10.5 For Strategic Workforce Planning use cases, Customer Data typically consists of non-sensitive employee data such as role, level, tenure, skills, experience, training, and development information. Special category personal data within the meaning of Article 9 of the EU Data Protection Law is not required for the provision of the Services and shall not be processed unless expressly agreed in writing by the Parties.

3.11 Any person whose personal data is processed under this Agreement has the right to inspect and rectify his personal data, to have the data erased, to obtain a copy of his data in a universally accepted format, to object against the processing of his data or to request that processing be minimised. In addition, the Customer has the right to lodge a complaint with its national data protection authority if it has concerns about the processing of its data. If the Customer is based in the Netherlands, the relevant data protection authority is the Autoriteit Persoonsgegevens. The Customer takes responsibility for informing all data subjects, whose data may be processed as part of this Agreement, of their rights in accordance with article 13 EU Data Protection Law and any other Data Privacy Law.

3.12 The Customer can contact the Supplier in respect of its data or any other questions using the following contact details: support@inop.ai

4. Links to Third-Party Sites

The Service may contain links to, or allow you to connect and use, certain third-party products, services, or software ("Third-Party Services", and each, a "Third-Party Service") in conjunction with your use of the Service. To take advantage of these features, Users may be required to sign up or log into such Third-Party Service or their respective websites or applications. Customer acknowledges that any use of such Third-Party Service is governed solely by the terms and conditions and privacy policy of such Third-Party Service, and that Supplier does not endorse, is not liable for, and makes no representations as to any Third-Party Service, its content, or the manner in which such Third-Party Service uses, stores or processes any data. Certain features of the Service may depend on the availability of these Third-Party Services and the features and functionality they make available to us. Supplier does not control Third-Party Service features and functionality, which may change without notice to Supplier or Customer. If any Third-Party Service stops providing access to some or all of the features or functionality currently or historically available to Supplier, or stops providing access to such features and functionality on reasonable terms, as determined by Supplier in its sole discretion, Supplier may stop providing access to certain features and functionality of the Services. Supplier will not be liable to Customer for any refunds or any damage or loss arising from or in connection with any such change made by a Third-Party Service or any resulting change to the Service. Customer and its User irrevocably waive any claims against Supplier with respect to any Third-Party Services.

5. Services to be provided on an as-is basis

The Services provide analytical and decision-support outputs only and do not make automated decisions with legal or similarly significant effects concerning individuals. All employment-related decisions remain the sole responsibility of the Client.

To the fullest extent permitted by law, except as expressly provided otherwise in this Agreement, the Supplier and any Third-Party Providers make no representations, conditions or warranties, express or implied, statutory or otherwise, regarding the completeness, veracity, fitness for a particular purpose, merchantability or accuracy of the Services or any component thereof, or for any delays, interruptions or omissions. The Services and any components thereof are provided on an "as is" and "as available" basis, and Customer's use of the Services is at Customer's own risk. Supplier and any Third-Party Providers are not liable for the data, data structure, metadata, metrics, charts, graphs, literature, or other content in any form and any derivatives thereof, (including, where applicable, all updates to the foregoing) in each case included in the Services or any decision or consequence based on use of the foregoing. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS-IS" BASIS AND THE CUSTOMER SHALL USE THE SERVICES AT THE CUSTOMER'S OWN RISK.

6. No Offer of Securities

Neither Supplier nor its Third-Party Providers are investment advisors and nothing contained in the Services will be construed as to make a representation or warranty, express or implied, regarding the accuracy or completeness of the data and information contained in the applicable product or the advisability to buy, sell, subscribe for, exchange or redeem a particular investment. The Services provided under this Agreement and all content provided in conjunction with them are for informational purposes only and do not constitute, and should not be construed as a solicitation or offering of any investment or other transaction, an identification or offering of any securities for purchase, a recommendation to acquire or dispose of any investment, or the provision of any financial, tax, legal or other advice of any nature whatsoever. Customer understands and agrees that any decisions it makes on the basis of any information provided under this Agreement are made solely at its own risk and Supplier and the Third-Party Providers have no responsibility or liability arising from such decisions. Supplier and/or the Third-Party Providers do not (i) serve as an agent for Customer, Users, or any other person, (ii) market securities to investors, (iii) participate in negotiations between a Customer, Users or any investor, (iv) handle any monies or securities in transactions between investors and Customer or Users (or other third parties), or (v) assist Customer, Users, or investors with the completion of any transactions between them (such as transaction documentation or paid referrals).

7. Customer's obligations

7.1 The Customer shall: (a) provide the Supplier with: (i) all necessary cooperation in relation to this Agreement; (ii) all necessary access to such information as may be required by the Supplier in order to provide the Services, including, without limitation, security access information and configuration services; (b) comply with all applicable laws and regulations with respect to its activities under this Agreement; and (c) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

7.2 Each Party acts as an independent controller in respect of any personal data processed for its own internal business operations, separate from the processing of Client Personal Data by INOP on the Client's behalf as described in Clause 3 (Customer Data). It is the sole responsibility of the Customer to assess and ensure that (the use of) the Services are in accordance with its obligations under applicable laws, including the applicable data protection legislation. The Supplier is not responsible for determining the requirements of data protection legislation applicable to the Customer or the Customer's business or that (the use of) the Services meets the requirements of the applicable data protection legislation and the Supplier gives no warranties and makes no representations in this respect. For the avoidance of doubt, Supplier shall not act as an independent controller in respect of Customer Personal Data processed within the Services, which is processed solely on behalf of the Customer as controller in accordance with Clause 3.

8. Restrictions

Without limiting anything else in the Agreement, Customer shall not (and shall ensure that each User shall not) perform any of the following acts, except as otherwise expressly permitted by the Agreement or with the express written permission of Supplier: (i) license, sublicense, transfer, sell, resell, publish, reproduce, and/or otherwise redistribute any data within the Service or any components thereof in any manner, including, but not limited to, via or as part of any internet site; (ii) provide access to the Service or any portion thereof to any person, firm or entity other than a User, including, but not limited to, any Affiliate not expressly identified in the Agreement; (iii) use and access the Services other than as permitted under this Agreement; or (iv) copy, reproduce, modify, distribute, create derivative works of, publicly display, publicly perform, reverse engineer, decompile, or disassemble the Services or any portions thereof.

9. Charges

The Services which are provided on a trial basis are provided without charge.

10. Intellectual Property

10.1 Customer does not acquire any intellectual property or other rights, express or implied, in or relating to the Services. The Supplier and/or its Third-party Providers own all Intellectual Property Rights in the Services (and all the Services data and content) and the Documentation and nothing in this Agreement shall transfer or assign any right, title or interest in the applicable product or components of the Services to the Customer. Customer and Users will not remove, obscure, or alter Supplier's copyright notices, trademarks, other proprietary rights notices, or any other content of any kind appearing in the Services or the Documentation.

10.2 The Customer agrees that any Third-party Provider of any portion of the Services may enforce its rights against the Customer as an intended third-party beneficiary of this Agreement, even though such Third-party Provider is not a party to this Agreement.

11. Confidentiality

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the receiving party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.2 Each party shall hold the other party's Confidential Information in confidence and, unless required by law, not make the other party's Confidential Information available to any third party, or use the other party's Confidential Information for any purpose other than the implementation of this Agreement.

11.3 This clause 11 shall survive any termination of this Agreement.

12. Indemnity

12.1 The Services and any components thereof have been carefully compiled by the Supplier and have been obtained from, and based upon, a variety of publicly available sources (such as financial reporting services and company reports) and Third-party Providers believed reliable.

12.2 The Services and all components thereof are provided on an "as is" and "as available" basis and the Customer's use of the Services is at the Customer's own risk. The Supplier nor its affiliates nor its Third-party Providers are liable for the information, data, software, products and documentation included in the Services or any decision or consequence based on the use of it. The information, data, software, products and documentation included in the Services are not intended to be an advice on any particular matter, including investment or financial advice of any kind.

12.3 No representation is made or warranty is given (either express or implied) as to the completeness, accuracy, reliability, the continuous supply, merchantability, fitness for any purpose or use, freedom from bugs, software errors or defects, uninterrupted functioning, or operating with any software or hardware configuration as to the Services, including the information, data, software, products or documentation contained therein, any component thereof or any communications (oral or written) with respect thereto, or the results obtained by their use or as to the performance thereof.

12.4 To the fullest extent permitted by law, the Customer shall be liable to and indemnify, hold harmless and defend the Supplier, its affiliates and its Third-party Providers from and against any and all costs, claims, damages or liabilities (including reasonable attorneys' fees) arising in any manner out of the Customer's or any third party's use of, or inability to use, the Services or any breach by the Customer of the use restrictions regarding the Services.

13. Limitation of liability

13.1 To the extent permitted by law, neither party shall be liable (including any liability for the acts and omissions of each party's employees, agents or sub-contractors) in tort (including negligence), indemnity, equity, contract or otherwise, under or in connection with this Agreement for:

(a) loss or corruption of data;

(b) loss of production;

(c) loss of profit;

(d) loss of operation time;

(e) loss of goodwill;

(f) loss of business;

(g) loss of business opportunities;

(h) loss of revenues;

(i) loss of anticipated savings; and/or

(j) any special, indirect or consequential loss, damage, cost or expense of any kind whatever and however caused, arising out of, or in connection with or under this Agreement.

13.2 Subject to Section 13.5, in no event will the aggregate liability of Supplier (to the extent not disclaimed under this Agreement) arising out of or in connection with the Agreement (whether caused by breach of contract or tort (including negligence or breach of statutory duty or arising in any other way)) exceed €50 (Fifty Euros).

13.3 Subject to Section 13.5, the existence of multiple claims under or related to the Agreement will not enlarge or extend the limitation on money damages.

13.4 Without limiting Sections 13.2 and 13.3 (but subject to section 13.5), in no event will Supplier be liable for loss, corruption or compromise of the confidentiality of Customer Data, unless the loss, corruption or compromise is due solely to Supplier's gross negligence or Supplier's intentional misconduct.

13.5 Nothing in the Agreement excludes the liability of either Party: (a) for death or personal injury caused by that Party's negligence; or (b) for fraud or fraudulent misrepresentation; or (c) for any other liabilities that cannot be excluded by law.

13.6 Both parties acknowledge and agree that the exclusions of liability and disclaimers set out in this Agreement are reasonable in the light of all the circumstances existing as at the Effective Date and have been agreed taking into account the commercial value of this Agreement to each party and the commercial standing of each party.

13.7 This clause 13 shall survive any termination of this Agreement.

14. Term and termination

14.1 This Agreement shall commence on the Effective Date and shall continue until the end of the Trial Period.

14.2 The Supplier may, at any time and for any reason, without notice to the Customer and with no liability, terminate this Agreement, the Trial Period and/or the Services.

14.3 On termination of this Agreement, the Trial Period and/or the Services for any reason:

(a) the Customer shall cease using the Services; and

(b) the Customer shall permanently destroy any physical copies of the data and/or content which have been downloaded from the services and the Customer shall permanently erase any copies of such data and/or content which have been stored in any systems.

14.4 Any termination of this Agreement is without prejudice to any other rights or remedies a party may be entitled to under this Agreement or provided by law. It does not affect any accrued rights or liabilities of a party nor any provision which is expressly or by implication intended to come into force on, or to continue in force after, termination.

15. Force majeure

The Supplier shall not be liable for any delays or failure to meet its obligations under this Agreement due to any cause outside its reasonable control.

16. Conflict

If there is an inconsistency between these Terms of Use and the Contract, the provisions in these Terms of Use shall prevail.

17. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. Rights and remedies

Except as expressly provided otherwise in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

19.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or replaced with a provision that would be valid, enforceable or legal, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

20. Entire Agreement

20.1 This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

20.2 Each party acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

21. Assignment

The Customer shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

22. No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, without limitation, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. Notices

Any notice, request, demand or other communication required or permitted under this Agreement must be made in writing and in English. It must be addressed to the other party at the address set out in the Contract or to such other address as such party may from time to time advise in accordance with this clause 23. It may be sent by prepaid registered or recorded mail or by prepaid international courier service of international reputation, and will be deemed to have been received:

(a) by mail (local) — 3 days after the date of mailing; or

(b) by international courier — 5 days after the date of mailing.

24. Anti-Bribery

Each party undertakes and warrants to the other party that it shall not do anything which is in violation of all/any applicable anti-bribery laws.

25. Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Netherlands.

26. Jurisdiction

Each party irrevocably agrees that the courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims), without prejudice to the right of appeal, including an appeal to the Supreme Court.