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CONTRACT 7315 Vender Agreement
Docusign Envelope ID: CA9BE56B-A217-4A1C-B2F2-750F29EE2FD5 The City of El Segundo Renewal Order Form CONTACT INFORMATION Sold To Company: The City of El Segundo Sales Representative: Smiley Theresa Guttikonda Bill To Address: 350 Main St Sold To Address: 350 Main St El Segundo, California 90245 El Segundo, California 90245 Bill To Contact: Cao Nguyen Le Primary Contact: Cao Nguyen Le Bill To Email: dhang@elsegundo.org Primary Contact Email: cnle@elsegundo.org Bill To Phone: 310-524-2300 Primary Contact Phone: +13106480087 Subscription Period: 36 Months Subscription Start Date: July 06, 2025 Subscription End Date: July 05, 2028 Effective Date: Last Date of Signature Name Description SUBSCRIPTION DETAILS Total Subscription Fees: USD 18,783.39 Currency: USD Employee Quantity Subtotal Footprint iCIMS Talent Cloud _ USD 18,783.39 (Legacy) Applicant Management Pre -Hire application access providing automated reference checking with job -specific surveys, predictive analytics, and talent pipeline expansion capabilities with reference SkillSurvey Pre -Hire sourcing. Subscribers use of this product is governed by the SkillSurvey Addendum 260 1 available at www,icims.com/gc as of the date hereof, which is incorporated into the For more information on iCIMS solutions, visit https.-/%ommunity icims.com/s/article/Introduction-to-iCIMS-Solutions Total Contract Value: USD 18,783.39 Start Date End Date SUMMARY OF Amount • Billing Frequency Payment Terms July 6, 2025 July 5, 2026 USD 6,077.00 Annual Net 30 July 6, 2026 July 5, 2027 USD 6,259.31 Annual Net 30 July 6, 2027 Jul 5, 2028 1 USD 6,447.08 Annual Net 30 All recurring Subscription fees shall begin on the Subscription Start Date, are invoiced in advance per the Billing Frequency as set forth above and are payable in accordance with the Net Payment Terms above. ADDITIONAL CONTRACT Prices are good through June 30, 2023. iCIMS Confidential Information Page 1 5/27/2025 iCIMS, Inc. • 101 Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 • www.icims.com • 1.888.299.0487 © 2020 iCIMS, Inc. All rights reserved. Docusign Envelope ID: CA9BE56B-A217-4A1C-B2F2-750F29EE2FD5 icims Subscriber's use of any artificial intelligence in the Subscription is governed by the Artificial Intelligence Addendum available at www.icims.com/qc, which is incorporated into the Subscription Agreement. Subscriber's use of the Linkedln RSC Connector is governed by the LinkedlnRSC Addendum available at www.icims.com/cic, which is incorporated into the Subscription Agreement. This order form does not contain any iCIMS-delivered professional services. Any implementation services or professional services that may be required will only be performed in the case of a separate Statement of Work between the Subscriber and iCIMS or the Subscriber and an approved third -party implementation partner. The Subscriptions on this Order Form and any Amendment Order Forms executed after the Effective Date (collectively, the "Order Forms") will automatically renew for additional periods equal to the length of the Subscription Period indicated above or 24 months, whichever is longer, unless either party provides written notification to the other of its intent not to renew the Subscriptions at least 90 days in advance of the end of the then -current Subscription Period ("Opt -Out Deadline"). Upon such renewal, the parties agree that the price increase will equal 10% annually for the same type, scope, level, and quantity of the products outlined in the Order Forms. iCIMS shall use commercially reasonable efforts to notify Subscriber (including by email to the Primary Contact or the Bill To Contact above) of such pending automatic renewal within a reasonable time, but not less than 30 days prior to the Opt -Out Deadline. This provision shall be given precedence over any conflicting terms in the Subscription Agreement. SIGNATURES The parties by their authorized representatives execute this Order Form and make it a part of the Subscription Agreement between the parties, the terms of which are available at www.icims.com/gc as of the date hereof. By remitting this signed Order Form back to iCIMS, Subscriber acknowledges that it has read and understood the Subscription Agreement and agrees to be bound by the terms and conditions set forth therein. Further, each party warrants that its respective signatory whose signature appears below is duly authorized by all necessary and appropriate corporate action to execute the Order Form and the Subscription Agreement on behalf of such party effective as of the effective date above. iCIMS, Inc. Signed by: L Signature: 587D511B83FE440F. 6lwd at�im .. Name: Daniel Atkins Subscriber: The City of El Segundo Signature: 4/,-" Name: PPMI- S1LVF_1z-SrV N Title: VP Revenue Operations Title: ACnL)(r ITSID DtREG'0(R% Date: 5/2 6}u36 3 : 04 : 02 PM EDT Date: % I rq l 25 GCOlnitial: � Date: 5/27/2025 1 11:28:01 AM EDT \9& NAME SIAS" TRt V(f - C'n ewek NA041 MlIaAlU vAI-QuIE�& 11DAV, PfS&%9MNV CAN AIVNL+ 1r AA U\, lum"I NAME• 4 c N 0,agjviviov f7r W: Sk Mt' YAG-R iCIMS Confidential Information Page 2 5/27/2025 iCIMS, Inc. • 101 Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 • www.icims.com • 1.888.299.0487 © 2020 iCIMS, Inc. All rights reserved. 7315 icims SUBSCRIPTION AGREEMENT mi PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY. BY SIGNING AN ORDER FORM REFERENCING THIS SUBSCRIPTION AGREEMENT, CLICKING ON THE "1 AGREE" BUTTON, OR USING THE SUBSCRIPTION OR SERVICES DESCRIBED IN THE SUBSCRIPTION AGREEMENT, YOU ARE ACCEPTING AND AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS IN THIS SUBSCRIPTION AGREEMENT. iCIMS, Inc. ("iCIMS") and the subscriber identified in the applicable Order Form ("Subscriber") enter into and agree to be bound by this Subscription Agreement (the "Agreement"). 1. DEFINITIONS 1.1 The capitalized terms below shall have the following meanings for purposes of this Agreement: 12 "Affiliate" of a Party means an entity that directly or indirectly controls, is controlled by, or is under common control with that Party, in each case through majority voting power. 13 "Artificial Intelligence Addendum" means the Artificial Intelligence Addendum that may be accessed through https://www.icims-com/Rc. 1.4 "Candidate" means any person who directly or indirectly (including by someone on their behalf) enters into the Subscription, a job application or other information related to a job opportunity or for inclusion in a talent pool with Subscriber or its Affiliate. 15 "Data Processing Addendum" means the Data Processing Addendum that may be accessed through https://www.icims.com/gc. 1.6 "Documentation" means the information denoted as such that may be accessed at https://care.icims.com/s/, and which includes release notes and articles that describe the functionality and features of the Subscription provided by iCIMS. 1.7 "iCIMS Content" means the forms, content samples, reports, and other similar support and informational materials provided by iCIMS for use in connection with the Subscription, as may be modified from time to time by iCIMS, excluding any Documentation. 18 "Order Form" means an order form signed by Subscriber and iCIMS and expressly designated as an "Order Form," including the first Order Form and any renewal or other Order Form. 19 "Party' means iCIMS or Subscriber, and collectively, the "Parties". 1.10 "Subscription" means the iCIMS-hosted software components set forth in an Order Form. 1.11 "Subscriber Data" as used in this Agreement means the electronic data and files entered, imported, uploaded or transferred into the Subscription by Subscriber, its Affiliate, a User, or a Candidate, excluding any iCIMS Content. 1.12 "Subscriber Data Security Addendum" means the Subscriber Data Security Addendum that may be accessed through https://www.icims.com/9 - 1.13 "Support & Maintenance Policy' means the Support & Maintenance Policy that may be accessed at https://www.icims.com/sc. 1.14 "User" means Subscriber's or its Affiliate's employee, contractor or agent authorized by Subscriber or its Affiliate to use the Subscription. 2. SUBSCRIPTION AND OTHER PRODUCTS AND SERVICES 2.1 Subscription and iCIMS Content. Subject to the terms and conditions set forth in this Agreement, Subscriber may use the Subscription solely for Subscriber's and its Affiliate's own pre -employment and employment purposes, and use the Documentation and iCIMS Content solely to support use of the Subscription under this Agreement. Subscriber may allow its Affiliates and Users to use the Subscription, Documentation and Subscription Agreement 03FEBRUARY2025 iCIMS Content subject to the same terms and conditions of this Agreement as are applicable to use by Subscriber. Subscriber shall remain fully responsible and liable for the acts and omissions of its Affiliates and Users. 2.2 iCIMS Services. iCIMS shall host, support and maintain the Subscription in accordance with the Support & Maintenance Policy. Updates as defined in the Support & Maintenance Policy are deemed part of the Subscription. iCIMS also shall deliver the implementation, training, consulting and other services set forth in an applicable Order Form. 2.3 Third -Party Products and Services. Subscriber may use, or iCIMS may enable or allow access to products, services and web sites provided by other persons or entities, including the products and services available through the iCIMS' Marketplace and other third -party web sites, products and services (each, a "Third -Party Product"). Subscriber is solely responsible for entering into and complying with any contractual agreement or other terms and conditions that are required by the provider of any Third -Party Product. iCIMS does not make any representation regarding any Third -Party Product. iCIMS shall have no obligation or liability relating to any Third -Party Product. Except as expressly set forth in an addendum to this Agreement, iCIMS' sole responsibility for any integration or other link or connection to a Third -Party Product identified in an Order Form is to make the Subscription available to receive and send data between the Subscription and the Third -Party Product in accordance with the Documentation, subject to the usage and other limitations set forth in an Order Form, the Documentation, or an addendum to this Agreement. 3. SUBSCRIBER RESPONSIBILITIES 3.1 Equipment and Resources. Subscriber is solely responsible for any travel, accommodations, computer equipment, telecommunications, and expenses required for Subscriber or its Users to access or use the Subscription. 3.2 Subscriber Use. (a) Configuration and Use. Subscriber is solely responsible for any configuration of the Subscription, and any electronic forms, materials, communications, content and processes selected by or provided by Subscriber or its Affiliate or User for use in or in connection with the Subscription. Subscriber may not allow any person or entity to use or access the Subscription, Documentation, or iCIMS Content except its Affiliates, Users, and Candidates. Use of the Subscription, Documentation, and iCIMS Content under this Agreement is limited to authorized Users only, and other limitations set forth in the applicable Order Form or Documentation. Subscriber acknowledges and agrees that any output, recommendation, suggestion, explanation, or analysis provided by the Subscription is for informational purposes only. Subscriber is solely responsible for any use of the Subscription by Subscriber or its Affiliate or User, including any recruiting, hiring or employment -related process, action or decision, and shall ensure that use of the Subscription, and any processes, actions or decisions do not violate any law or regulation. Subject to iCIMS' compliance with Section 4 of this Agreement, Subscriber is solely responsible for and shall ensure that the import, uploading, use, and/or disclosure of any Subscriber Data in accordance with this Agreement complies with applicable laws and regulations, including any required permissions, licenses, notices or consents. Page I of 6 Confidential Information iCIMS, Inc. • 101 Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 • www.icims.com • 1.888.299.0487 7315 (b) Acceptable Use Policy. Subscriber and its Affiliates and Users shall comply with iCIMS' Acceptable Use Policy that may be accessed at https://www.icims.com/xc and shall not authorize its Candidates to violate the Acceptable Use Policy. 33 Certification. Upon reasonable belief that Subscriber has violated this Agreement, with prior written notice from iCIMS, Subscriber shall provide to iCIMS or its representatives access to any information reasonably necessary for KIMS to verify Subscriber's compliance with the applicable provisions of this Agreement 4. SUBSCRIBER DATA 4.1 Data Protection. KIMS shall maintain administrative, physical and technical safeguards intended to protect the security, privacy and integrity of Subscriber Data as set forth in the Data Processing Addendum and Subscriber Data Security Addendum. KIMS may update the Subscriber Data Security Addendum from time to time in accordance with Section 13.8, provided however iCIMS shall not make changes to the Subscriber Data Security Addendum that materially diminish the protections for Subscriber Data set forth therein. iCIMS in its discretion also may maintain supplemental or additional safeguards. 42 Data Use and Disclosure. iCIMS and its Affiliates may use Subscriber Data only for the purpose of providing and improving the Subscription and related offerings, or as otherwise set forth in this Agreement. iCIMS may disclose Subscriber Data to its contractor under a written agreement requiring the contractorto use and disclose the Subscriber Data only for the purposes permitted under this Agreement, and subject to the Subscriber Data Security Addendum. iCIMS also may disclose Subscriber Data to Subscriber's and its Affiliate's contractors, providers of Third -Party Products, and other third parties, only for purposes of providing the Subscription or as otherwise directed or permitted by Subscriber or its Affiliate or User. Notwithstanding anything to the contrary in this Agreement: (a) iCIMS may use and disclose Subscriber Data as reasonably necessary to comply with applicable laws and regulations, cooperate with law enforcement agencies, or attempt to prevent or respond to illegal conduct, fraud, abuse, or a threat to the security or integrity of systems or data including the Subscription or Subscriber Data. (b) iCIMS may derive or create benchmarking, transactional, or performance information, and other forms of statistics or analytics on an aggregated basis that may not reasonably be used on its own to distinguish or trace the identity of a Subscriber or its Affiliate, User, or Candidate (collectively, "Analytics"). iCIMS shall maintain policies and procedures, which may include de -identification, aggregation or other steps, reasonably necessary to prevent Analytics from including information that may be used on its own to distinguish or trace the identity of a Subscriber or its Affiliate, User, or Candidate. (c) Nothing in this Agreement prohibits iCIMS from using Subscriber Data or the same or similar information that: (i) is or becomes publicly available except through violation of this Agreement by iCIMS; (ii) is or was received by iCIMS from a third party that to iCIMS' knowledge is not under a confidentiality obligation with respect to the Subscriber Data; or (iii) is or was previously known to or independently developed by iCIMS without use of the Subscriber Data. 43 Artificial Intelligence. Certain features or components of the Subscription use artificial intelligence. The use of such artificial intelligence features are governed by the terms set forth in the Artificial Intelligence Addendum. 4.4 Data Access and Storage. During the Subscription Period set forth in an applicable Order Form, Subscriber may access and download the Subscriber Data in accordance with the Documentation, and iCIMS will provide backups of Subscriber Data if requested and as further agreed by the Subscription Agreement 03FEBRUARY2025 Parties in writing, including payment of fees for data backups. Backups will be transferred to a secure ftp site or Subscriber hosted ftp site, or in such other manner as is agreed by the Parties. In addition, upon written request by Subscriber no more than ten (10) days following the expiration or termination of this Agreement and payment of all outstanding amounts due under the Agreement, iCIMS shall promptly deliver a copy of the Subscriber Data to an iCIMS secure ftp site or Subscriber -hosted ftp site. iCIMS shall dispose of the Subscriber Data in accordance with the Data Processing Addendum and Subscriber Data Security Addendum. 4.5 Compliance. Without limiting Subscriber's obligations in Section 3.2, iCIMS shall comply with all laws applicable to iCIMS. 5. PAYMENT 5.1 Fees and Expenses. Upon signing an Order Form, Subscriber shall pay the total one-time fees set forth in such Order Form. Unless otherwise set forth in the applicable Order Form, iCIMS will invoice recurring fees in advance, on an annual basis, payable within thirty (30) days of delivery of an invoice. Except as otherwise provided herein, all fees paid under this Agreement are non-refundable. 5.2 Taxes and Surcharges. Subscriber shall be solely responsible for paying any sales, value-added, business use or other similar taxes, third -party fees, charges, or surcharges, including fees related to Subscriber's use of text and SMS messages, relating to, imposed on, or associated with Subscriber's use of the Subscription or any other product or service provided by iCIMS (collectively, "Taxes"), exclusive of iCIMS' income taxes. The fees listed in an Order Form are exclusive of Taxes, and iCIMS shall have the right to invoice Taxes together with or separately from the fees payable by Subscriber. Notwithstanding the foregoing, if Subscriber provides iCIMS with a certificate regarding the tax status of Subscriber certifying that Subscriber has received a ruling or determination letter(s) from the relevant tax authorities stating that it qualifies as an organization exempt from state and local sales and similar taxes, then Subscriber shall not be required to pay to or reimburse iCIMS for such taxes for so long as Subscriber maintains such qualification. 5.3 Purchase Orders. Any terms or conditions in any purchase order, online payment or vendor portal, or other document issued by Subscriber are void and of no force or effect as between Subscriber and iCIMS. Issuance of a purchase order or other document is not a condition of Subscriber's payment obligations. 5.4 Overdue Payments. iCIMS may charge Subscriber overdue payment charges on the unpaid balance from the original due date at the rate of the lesser of one and one-half percent (1.5%) per month or the maximum interest charge allowed by law, and may suspend access and use of the Subscription by Subscriber and its Affiliates and Users. 5.5 Invoice Disputes. Any invoice must be disputed prior to when it is due. If within that period Subscriber delivers written notice disputing an invoiced amount and describing the basis for dispute with reasonable particularity, the Parties shall make a good faith effort to confer and resolve the dispute within thirty (30) days of delivery of Subscriber's notice. If Subscriber has paid all undisputed amounts, and engages in good faith negotiations, iCIMS' rights under this Agreement to assess overdue payment charges, suspend access to the Subscription, and terminate the Agreement for material breach based on non-payment ofthe disputed payment, shall be suspended during that thirty (30) day period. 6. TERM AND TERMINATION 6.1 Subscription Period. The Subscription Period under each Order Form begins on the Subscription Start Date (as defined in the applicable Order Form) and ends upon the expiration of the Subscription Period as set forth in the applicable Order Form. Except as otherwise specified in an Order Form, upon expiration ofthe Subscription Period under an Order Form, Subscriber's Page 2 of 6 Confidential Information OMS, Inc. • 101 Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 • www.icims.com • 1.888.299.0487 7315 ICIMS right to access and use the Subscription pursuant to that Order Form expires. iCIMS may require the Subscription Period under any subsequent Order Form to end on the same date as the Subscription Period under the first Order Form (or subsequent renewal), so that all Subscription Periods share the same expiration date, and in such event iCIMS will prorate the fees for the Subscription Period of each Order Form accordingly. 62 Term. The term of this Agreement (the "Term') commences on the last date of signature of the first Order Form and shall remain in effect until the Subscription Periods on all Order Forms have expired or the date of termination of this Agreement under its terms, whichever is earlier. 63 Termination for Cause. (a) Either Party (the "Non -Breaching Party") may terminate this Agreement upon written notice to the other Party (the "Breaching Party") if the Breaching Party does not cure its material breach of the Agreement within thirty (30) days of written notice from the Non - Breaching Party stating its intent to terminate and describing the breach with reasonable particularity. Nonpayment by Subscriber of any amount within thirty (30) days of the due date constitutes material breach, subject to the overdue payment resolution procedures set forth in Section 5.5 above. Reference to the unpaid amount and invoice constitutes sufficiently reasonable particularity for the notice of breach. (b) iCIMS may terminate this Agreement upon written notice in the event of filing of a petition in bankruptcy of Subscriber, or commencement of a receivership or similar proceeding based on the insolvency of Subscriber. (c) Termination by iCIMS for material breach will not relieve Subscriber of its obligation to pay all fees that would have otherwise been due had the Agreement not been terminated for breach, and all such fees shall become immediately due. 6.4 Effect of Termination. Upon termination or expiration of this Agreement, all rights and licenses granted by a Party under the Agreement immediately terminate, and Subscriber and its Affiliates and Users shall immediately cease use of the Subscription, Documentation, and iCIMS Content. Termination by either Party will not relieve Subscriber of any obligation to pay fees due for periods prior to termination. iCIMS may provide post -termination or expiration assistance services as further agreed by the Parties in writing, including the fees payable for such assistance. Notwithstanding this Section 6.4, iCIMS may continue to use the Subscriber IP (as defined below) to satisfy its post -termination or expiration obligations (e.g., litigation hold purposes, audit purposes) or as otherwise set forth in this Agreement or the Data Processing Addendum and Subscriber Data Security Addendum. Sections 6.4, 8.1, 8.2, 10, 11 and the provisions of Section 13 that by their terms naturally survive shall survive expiration or termination of the Agreement. The Receiving Party's obligations under Section 7 of this Agreement with respect to Confidential Information received during the Term shall survive: (i) with respect to Confidential Information that constitutes a trade secret of the Disclosing Party, as long as that Confidential Information remains a trade secret; and (ii) with respect to all other Confidential Information, for a period of five (5) years after the expiration or termination of the Agreement. CONFIDENTIAL INFORMATION 7.1 Confidential Information Defined. "Confidential Information" as used in this Agreement means any information that during the Term is disclosed by or on behalf of a Party or its Affiliate (the "Disclosing Party") to the other Party or its Affiliate (the "Receiving Party') and at the time of disclosure: (i) is designated in writing as confidential or proprietary; (ii) is designated orally as confidential or proprietary, and embodied by the Disclosing Party in written or other tangible form, including meeting minutes, memos, diagrams, flow charts, and software; or (iii) should reasonably be Subscription Agreement 03FEBRUARY2025 understood by the Receiving Party to be confidential to the Disclosing Party under the circumstances. Notwithstanding the absence of any designation of confidentiality, the Parties agree that: (a) any Order Form, non-public Documentation, iCIMS Content, specifications regarding the Subscription or its functionality, and Analytics are the Confidential Information of iCIMS; and (b) without limiting any of the rights in Section 4.2, any Subscriber Data is the Confidential Information of Subscriber, subject to the exceptions in Section 7.3 below. 7.2 Obligations. Except as approved by the Disclosing Party in writing, the Receiving Party shall not: (i) use the Confidential Information of the Disclosing Party except to perform or exercise its rights and obligations under this Agreement; or (ii) disclose the Confidential Information of the Disclosing Party to any third party except to the Receiving Party's Affiliates, contractors, agents, or corporate directors or officers (each, a "Representative") who are under a duty in substance and effect to use and disclose the Confidential Information only as permitted under this Agreement. The Receiving Party shall be responsible for any use by its Representative of the Confidential Information it discloses to its Representative. Upon termination of the Agreement, each Party shall cease use of, and within thirty (30) days of termination shall destroy or return, all Confidential Information of the other Party, except that: (a) iCIMS may retain Confidential Information of Subscriber as needed to comply with any post -expiration or termination obligation under this Agreement; and (b) each Party may retain Confidential Information as required to comply with its obligations under applicable laws, regulations, or record retention policies. 7.3 Exceptions. Confidential Information does not include_ any: (i) information which is or becomes publicly available except through any act or omission of the Receiving Party in violation of a duty to the Disclosing Party; (ii) information received by the Receiving Party from a third party that to the Receiving Party's knowledge is not under a confidentiality obligation with respect to the Confidential Information; or (iii) information previously known to or independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information in accordance with a subpoena, judicial or other governmental order, or requirement of any law, regulation orthe rules of any applicable stock exchange, provided that where legally permissible the Receiving Party must give the Disclosing Party reasonable written notice prior to such disclosure so that the Disclosing Party may, at Disclosing Party's sole expense, take appropriate action to seek a protective order or injunction to seek confidential treatment for the disclosed Confidential Information. a. INTELLECTUAL PROPERTY 8.1 iCIMS IP Ownership. As used in this Agreement, "Intellectual Property Right" means any patent application, patent, copyright, moral right, database right, trademark right, trade secret or other intellectual property or proprietary right recognized or enforceable under any U.S., foreign or international law, rule, or regulation. iCIMS retains ownership of and reserves all Intellectual Property Rights in or related to the Subscription, iCIMS Content, Documentation, and Analytics (collectively, "iCIMS IP"). iCIMS does not convey to Subscriber or its Affiliate or User any Intellectual Property Right in any iCIMS IP except for the non-exclusive right to use the Subscription, Documentation, and iCIMS Content as set forth in this Agreement. Subscriber agrees further that iCIMS is free to use and incorporate into iCIMS IF any comment, feedback, review or other input provided by Subscriber or its Affiliate, User, or Candidate, and that such use or incorporation does not create or give rise to any Intellectual Property Right of Subscriber or its Affiliate or User in iCIMS IP. 8.2 Subscriber IP Ownership. Subscriber retains ownership of and reserves all Intellectual Property Rights in the Subscriber Data or any other materials, communications or content that Subscriber or its Affiliate or User supplies for use in connection with the Subscription (collectively, "Subscriber Page 3 of 6 Confidential Information iCIIV9S, Inc. • 101 Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 • www.icims.com • 1.888.299.0487 71 MIMS IP"). Subscriber does not convey to iCIMS any Intellectual Property Right in any Subscriber IP, except as set forth in this Agreement. 83 Subscriber IP License. Subscriber grants iCIMS a non-exclusive, non-sublicensable right during the Term to use, copy, create derivative works of and display the Subscriber IP to perform its obligations under or as otherwise set forth in this Agreement. 8.4 Subscriber Marks. Subscriber grants iCIMS a non-exclusive, non- sublicensable right, during the Term, to use any Subscriber trademark, service mark ortradename contained in the Subscriber IP or designated by Subscriber for use in the Subscription (the "Subscriber Marks"), to perform under this Agreement, to identify Subscriber in iCIMS' customer lists, and for use in marketing and promotional materials and communications referencing Subscriber as a customer of iCIMS. iCIMS shall comply with Subscriber's written guidelines for trademark usage provided reasonably in advance. 9. WARRANTIES AND LIMITATIONS 9.1 Software Warranty. iCIMS warrants that during the Term the Subscription will perform materially in accordance with the Documentation. iCIMS' warranty does not apply to any: (i) Third -Party Product; (ii) use of the Subscription not in accordance with the Documentation, applicable law, iCIMS' published policies, or this Agreement; or (iii) failure of Subscriber or its Affiliate or User to follow reasonable support or maintenance instructions provided by iCIMS (each of (i), (ii), and (iii) above, an "Excluded Condition"). iCIMS' sole liability and obligation for breach of warranty will be to use commercially reasonable efforts to promptly repair or replace the affected part of the Subscription to correct the breach, and the sole remedy of Subscriber is that it may terminate the affected part of the Subscription that does not conform to the Documentation ("Affected Subscription"), subject to iCIMS' ability to cure pursuant to Section 6.3(a) herein, upon prior written notice and receive a refund of any pre -paid but unused amounts specific to the Affected Subscription if the breach extends for sixty (60) consecutive days or for any one -hundred and twenty (120) days in any three -hundred and sixty (360) day period. 92 Limitations. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, ICIMS DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING AT COMMON LAW, OR OTHERWISE RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE SUBSCRIPTION, ICIMS CONTENT AND ANY SERVICES PROVIDED UNDER THE AGREEMENT. WITHOUT WAIVING THE GENERALITY OF THE FOREGOING, ICIMS DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, DATA OR SYSTEM INTEGRITY, AVAILABILITY, TIMELINESS, COMPLETENESS, NON -INFRINGEMENT, OR THAT THE SUBSCRIPTION WILL PERFORM WITHOUT INTERRUPTION OR ERROR FREE, AND ANY WARRANTY REGARDING SUBSCRIBER'S USE OF THE SUBSCRIPTION, DATA OR INFORMATION ACCESSIBLE THEREFROM, ANY DECISION MADE USING THE SUBSCRIPTION, UNAUTHORIZED ACCESS TO THE SUBSCRIPTION, OR SUBSCRIBER'S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SUBSCRIPTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ICIMS MAY MAKE CHANGES TO THE SUBSCRIPTION FROM TIME TO TIME, OR THE CORRESPONDING DOCUMENTATION, AND THOSE CHANGES SHALL NOT BE DEEMED TO GIVE RISE TO BREACH OF WARRANTY OR LIABILITY OF ICIMS. 10. INDEMNIFICATION 10.1 iCIMS Indemnification. iCIMS shall defend Subscriber and its Affiliates, officers, directors, shareholders and agents (each, a "Subscriber Indemnitee") from and against any third -party claim, demand, lawsuit or legal action: (i) alleging that the iCIMS IP infringes or violates an Intellectual Property Right of a third party; (ii) arisingfrom iCIMS'failure to perform under Section 4.1 (Data Protection) or 4 2 (Data Use and Disclosure) above; or Subscription Agreement 03FEBRUARY2025 (iii) arising from iCIMS' violation of its obligations under this Agreement with respect to Confidential Information (each of (i), (ii) and (iii), an "ICIMS Indemnified Claim"), and indemnify each Subscriber Indemnitee against any damages, attorneys' fees, or other costs awarded against it in connection with an iCIMS Indemnified Claim. iCIMS' obligations underthis Section 10.1 do not apply to any Excluded Condition. 102 Subscriber Indemnification. Subscriber shall defend iCIMS and its Affiliates, officers, directors, shareholders and agents (each, an "iCIMS Indemnitee") from and against any third -party claim, demand, lawsuit or legal action: (i) alleging that Subscriber IP or Subscriber Marks infringe or violate an Intellectual Property Right of a third party; (ii) arising from any matter for which Subscriber is responsible under Section 3 (Subscriber Responsibilities) above; or (iii) arising from violation by Subscriber of its obligations under this Agreement with respect to Confidential Information (each of (i), (ii) and (iii), a "Subscriber Indemnified Claim"), and indemnify each iCIMS Indemnitee against any damages, attorneys' fees, or other costs awarded against it in connection with a Subscriber Indemnified Claim. 103 Indemnification Conditions. (a) As a condition of any Party's duty to defend or indemnify under this Section 10, the person or entity seeking defense or indemnification must: (i) give the defending and indemnifying Party prompt written notice of the applicable claim, demand, or legal action; (ii) allow the defending and indemnifying Party sole control ofthe defense and settlement; and (iii) reasonably cooperate in the defense and settlement at the defending and indemnifying Party's reasonable cost, except that the indemnified person or entity will not be required to make any settlement payment unless the defending and indemnifying Party agrees to include that payment as an indemnified expense. (b) In the event of any claim, demand, legal action, or notice alleging infringement of iCIMS IP, iCIMS may either: (i) replace or modify the iCIMS IP in whole or in part in a manner that does not materially degrade the Subscription; (III obtain a license or other grant necessary to continue to provide the iCIMS IP in accordance with the Agreement, or (iii) terminate the Agreement upon written notice to Subscriber. In such event, iCIMS' sole liability will be its obligations under Section 10.1 above and a refund to Subscriber of any pre -paid but unused fees. li. LIMITATIONS OF LIABILITY 11.1 IN NO EVENT WILL ICIMS OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, INTENTIONAL OR UNINTENTIONAL TORT, OR ANY OTHER LEGAL THEORY, FOR: LOST REVENUE, LOST PROFITS, LOST DAMAGES, LOSS OF DATA, LOSS OF USE, ANY CLAIM OR ACTION OF ANY THIRD PARTY (EXCEPT UNDER SECTION 10 (INDEMNIFICATION) OF THIS AGREEMENT), OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ICIMS OR ITS AFFILIATE MAY HAVE ANTICIPATED OR BEEN ADVISED OF SUCH DAMAGES. 112 THE TOTAL CUMULATIVE LIABILITY OF ICIMS AND ITS AFFILIATES AND REPRESENTATIVES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID BY SUBSCRIBER IN THE TWENTY-FOUR (24) MONTHS PRIOR TO WHEN THE FIRST OF ANY SUCH LIABILITIES AROSE. IN NO EVENT WILL ICIMS BE LIABLE FOR ANY DAMAGES FOR BREACH OF CONTRACT UNDER THIS AGREEMENT UNLESS SUBSCRIBER FIRST PROVIDED TO ICIMS THIRTY (30) DAYS' PRIOR WRITTEN NOTICE AND AN OPPORTUNITY FOR ICIMS TO CURE THE BREACH WITHIN THOSE THIRTY (30) DAYS. Page 4 of 6 Confidential Information iCIMS, Inc. • 101 Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 • www.icims.com • 1.888.299.0487 ICIMS 11.3 TOTH E MAXIMUM EXTENT PERMITTED BYLAW, THE LIMITATIONS IN THIS SECTION 11 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. 12. INSURANCE 12.1 During the Term, iCIMS shall maintain the following insurance: worker's compensation insurance, as applicable; combined single limit automobile liability insurance of at least One Million Dollars ($1,000,000); commercial general liability insurance of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in annual aggregate; excess/umbrella liability insurance of at least Seven Million Dollars ($7,000,000) in annual aggregate; and technology errors & omissions insurance, including cybersecurity liability, of at least Fifteen Million Dollars ($15,000,000) per claim and in annual aggregate. iCIMS shall deliver a certificate of insurance evidencing the coverages set forth above no more than thirty (30) days after written request by Subscriber. Neither the requirement to maintain, nor failure to maintain, the specified insurance policies shall relieve iCIMS of its responsibility for its defense or indemnity obligations under Section 10 above or liability for breach of this Agreement. 13. GENERAL TERMS 13.1 Headings. The descriptive headings in this Agreement are for convenience only and are not intended to be part of, or to affect the interpretation of, this Agreement. 13.2 Relationship of the Parties. Both Parties agree that they are independent entities and that nothing in this Agreement creates a partnership, joint venture, fiduciary, agency, or affiliate relationship between the Parties. Each Party is solely responsible for the supervision, management, direction and payment of compensation and benefits to its own employees. 13.3 Federal Government Provisions. If Subscriber is directly or indirectly acquiring the Subscription on behalf of the U.S. Government, the software object code and source code that is delivered as part of the Subscription is classified as "Commercial Computer Product" and "Commercial Computer Documentation" developed at private expense and containing confidential information and trade secrets of iCIMS, Inc. and its licensors, and is subject to "Restricted Rights" as that term is defined in the U.S. Federal Acquisition Regulations. Manufacturer is: iCIMS, Inc., 101 Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733, U.S.A. 13.4 Force Majeure. No Party will be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are materially delayed or prevented by reason of any event that is beyond the reasonable control of that Party and could not reasonably have been foreseen and protected against by that Party, including any act of nature (including fire, earthquake or natural disaster) or act of government (such as war, terrorism or embargo), provided that the non -performing Party must give the other Party prompt written notice of the event. In the event the delay or nonperformance by iCIMS as described in this Section 13.4 continues for a period of forty-five (45) consecutive days, Subscriber may elect to terminate this Agreement by written notice no more than thirty (30) days' after the end of the forty-five (45) day period, and receive a refund of any pre- paid fees for unused portions of the remaining Subscription Period. This Section 13.4 does not apply to payment obligations. 13.5 Notices. Notices required under this Agreement to be in writing must be made by, and notice is deemed to have been duly given when, sent by confirmed email or deposited with an overnight courier with a reliable system fortracking delivery. iCIMS shall deliver anywritten notice and invoice to the email address listed as the "Bill To Contact" (as listed in the most recent Order Form or as subsequently updated by Subscriber). Subscriber shall deliver any written notice to: genera lcounselCdicims.com or iCIMS, Inc., Attn: General Counsel, 101 Crawfords Corner Road, Suite 3-100, Holmdel, New Jersey 07733, USA. Either Party may from time to time change the address Subscription Agreement 03FEBRUARY2025 for written notices by giving the other Party prior written notice of the change. 13.6 Assignment. Neither Party may assign any of its rights or obligations under this Agreement without prior written consent from the other Party, provided that a Party may assign this Agreement to an Affiliate or successor in interest by merger, acquisition of all stock or of substantially all assets, or reorganization. The assigning Party shall provide written notice of the assignment either before, or no more than thirty (30) days after, the assignment. Any purported assignment in violation of this paragraph is void and constitutes a material breach of this Agreement. This Agreement inures to the benefit of and is binding on each of the Parties, their successors, permitted assigns, and legal representatives. 13.7 Size and Scale. In the event of any material increase in Subscriber's or its Affiliate's size or scale of use of the Subscription for any reason, including a change in the Employee Footprint as stated on an Order Form or a Corporate Transaction (as defined below), iCIMS may, by written notice, request that the fees under this Agreement be increased commensurate with the increase in size and scale as of the date thereof, and if a written agreement increasing the fees is not entered into by the Parties within forty-five (45) days of delivery of that notice, then iCIMS may suspend or terminate this Agreement effective upon sixty (60) days' prior written notice. A "Corporate Transaction" shall mean any merger, acquisition (whether of stock or assets), formation of any joint venture or partnership, reorganization, or similar transaction that materially increases the size or scale of Subscriber's or its Affiliate's use of the Subscription. Subscriber shall give iCIMS prompt written notice of a Corporate Transaction, although failure of Subscriber to do so shall not relieve 1CIMS of its rights under this section. 138 Documentation, Policy, and Addendum Changes. iCIMS may make changes to the Documentation, addenda, or the policies referenced in this Agreement, or the hyperlink or other means of access to the Documentation, except that iCIMS may not make changes to the Subscriber Data Security Addendum that materially diminish the protections for Subscriber Data set forth therein. iCIMS provides a mechanism which may be accessed on httos://www.icims.com/ec for Subscriber to subscribe to receive email notice of any changes to the Subscriber Data Security Addendum , policies or addenda listed on httos://www.icims.com/gc. If Subscriber believes that any change to the Subscriber Data Security Addendum or a policy creates a materially new obligation of Subscriber, materially degrades the Subscriber Data Security Addendum or applicable policy, or materially diminishes the Subscription taken as a whole (each, a "Material Adverse Change"), then Subscriber may, within thirty (30) days of the change, object to such Material Adverse Change by delivering written notice to iCIMS. Any objection notice must set forth the basis of the objection with reasonable particularity. In the event of such an objection, the Material Adverse Change will not be deemed effective as to Subscriber for thirty (30) days, and iCIMS and Subscriber shall work together reasonably, and in good faith, to resolve the objection. If within that thirty (30) day period the objection is not resolved and Subscriber delivers a further written notice of objection within ten (10) days of the end of such period, then the Material Adverse Change shall remain ineffective as to Subscriber and KIMS shall have ten (10) days from iCIMS' receipt of such further written notice in which to notify Subscriber that the Material Adverse Change will not apply to Subscriberfor the remainder ofthe Term. If iCIMS does not provide such notice within ten (10) days, then Subscriber may terminate this Agreement for convenience if it provides iCIMS with written notice of termination within ten (10) days, with the effective date of such termination to be no later than thirty (30) days from the date of the termination notice. 139 Third -Party Beneficiaries. No other person has any rights, interest, or claims hereunder or is entitled to any benefits under or on account of this Agreement as a third -party beneficiary or otherwise. 13.10 Subpoenas. Subscriber shall reimburse KIMS for its reasonable out of pocket costs (including but not limited to reasonable attorneys' fees) Page 5 of 6 Confidential Information iCIMS, Inc. • 101 Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 • www.icims.com • 1.888.299.0487 731 ICIMS, incurred in connection with iCIMS' response to a subpoena, judicial or other governmental order (where iCIMS is not a named party), or requirement of any law or regulation requesting or requiring the disclosure of any Subscriber Data or pertaining to Subscriber's use of the Subscription. 13.11 Law and Forum. The law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, will depend on the location of Subscriber's "Bill To" address provided on the initial Order Form. (a) If Subscriber's "Bill To" address is in the United States or any other location not otherwise mentioned herein, this Agreement is governed by, and will be construed in accordance with, the laws of the State of New York, and any lawsuit related to this Agreement or its subject matter will be heard only in the federal or state courts located in the State of New Jersey or the U S. District Court for the District of New Jersey. (b) If Subscriber's "Bill To" address is in the European Union, this Agreement is governed by, and will be construed in accordance with, the laws of Ireland, and any lawsuit related to this Agreement or its subject matter will be heard only in the courts located in Dublin, Ireland. (c) If Subscriber's "Bill To" address is in the United Kingdom, this Agreement is governed by, and will be construed in accordance with, the laws of England and Wales, and any lawsuit related to this Agreement or its subject matter will be heard only in the courts located in London, England. 13.12 The foregoing shall apply without regard to conflict of law provisions, the United Nations Convention on Contracts for the International Sale of Goods, or the Uniform Computer Information Transactions Act. The Parties hereby submit to the personal jurisdiction of and venue in the courts listed above in each case. 13.13 Rules of Interpretation. It is the intention of the Parties that if a court of competent jurisdiction determines that any provision of this Agreement is unenforceable, the remaining provisions of the Agreement will remain in full force and effect. In the event of any conflict between this Agreement and an Order Form, addendum, exhibit, or statement of work, the Subscription Agreement 03FEBRUARY2025 conflict shall be resolved in favor of the documents in the order as set forth above, except as may be expressly set forth in the applicable Order Form, addendum, exhibit, or statement of work. Unless explicitly specified to the contrary, the word "including" wherever used herein or in any addendum means "including, but not limited to." This Subscription Agreement is drafted in the English language, but may be made available in other languages for convenience purposes only, at iCIMS' discretion. The Parties agree that the English language version of the Subscription Agreement shall control for the purposes of interpretation and with respect to any dispute. 13.14 Entire Agreement; Amendment; and Waiver. Certain components of the Subscription or other products or services set forth in an Order Form may be subject to additional terms and conditions as stated in such Order Form or an addendum to the Agreement. No Order Form or statement of work is binding on the Parties unless agreed by both Parties in writing. Each binding Order Form, statement of work, and addendum is incorporated into and made part of this Agreement. This Agreement supersedes all prior discussions, statements, representations, and agreements, oral or written, between the Parties relating to the subject matter of the Agreement, and constitutes the entire agreement between the Parties relating to its subject matter. Subscriber acknowledges and agrees that its purchase and use of the Subscription and iCIMS Content is neither contingent on the delivery of any new future functionality or features, nor dependent on any oral or written comments made by iCIMS or its Affiliates regarding any new future functionality or features. Except as expressly provided herein, this Agreement may be amended, modified, or supplemented only by a written document signed by an authorized representative of each Party. The failure of either Party, at any time, to enforce any right or remedy available to it under this Agreement or otherwise with respectto any breach or failure by the other Party does not constitute a waiver of such right or remedy with respect to any other breach or failure by the other Party. 13.15 Counterparts. This Agreement may be executed by facsimile or other electronic means, and in one or more counterparts, each of which is deemed to be an original, but all of which together constitute one and the same Agreement. Page 6 of 6 Confidential Information iCIMS, Inc. • 101 Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 • www.icims.com • 1.888.299.0487