UK MSA

Master “Software As A Service” (SaaS) Subscription Agreement

This Master “Software As A Service” (SAAS) Subscription Agreement, including the Data Sharing Agreement and IDTA that are accessible via the following hyperlink (http://www.harri.com/UK-idta) (together, the “Agreement”) is effective as of the date set forth in the Schedule (“Effective Date”) between Harri Technologies UK Ltd (“Harri” or “Supplier”), and the Customer (“Customer”). Customer and Supplier may be referred to collectively as the “Parties” or individually as a “Party.” The Parties hereby agree as follows:

Definitions
1. “Add-On”
  means any integrations, applications, and other add-ons that are used with the Services.
2. “Customer Data”
  means any data, information or material provided or submitted by Customers and Authorised Users to the Site, including, without limitation, usernames; employee data and information, including, without limitation, employee personally identifiable information; passwords; and personally identifiable information about Customer and Authorised Users.
3. “Documentation”
  means user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, Specifications, and other information relating to the Software or Services, including all subsequent revisions and additions thereto.
4. “Harri’s Platforms”
  means Supplier’s implementation of certain hardware, software, databases, interfaces and applications in certain software-as-a-service applications and designed to operate as a talent marketplace, interviewing and hiring platform, and/or talent management solution.
5. “Intellectual Property”
  means any patents, rights to inventions, registered designs, copyright and related rights, database rights, design rights, topography rights, trademarks, service marks, trade names and domain names, trade secrets, rights in unpatented know-how and any other intellectual or industrial property rights of any nature, whether registered or otherwise, and created at any time before or after the date of this Agreement, including all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
6. “Order Form”
  means an order form that describes the Software and Services being provided by Supplier to Customer. Each Order Form that is signed by the Parties shall be considered part of and incorporated by reference into this Agreement. Each Order Form may incorporate such additional terms and conditions upon which Customer and Supplier may agree.
7. “Services”
  means the services allowing Customer’s access and use of the Software and any other services provided by Supplier to Customer pursuant to this Agreement as specified in an Order Form.
8. “Software”
  means the Harri Platform software identified in an Order Form, including any third party or open source software, and any client utilities, including program routines or database features provided by Supplier that are necessary to access the Software.
9. “Specifications”
  means the objectives, requirements and specifications set forth in the applicable Order Form.
10. “Supplier Affiliates”
  means any entities, whether incorporated or not, that, now or in the future, control, are controlled by, or are under common control with Supplier.
11. “Third Party Product”
  means any Add-On, applications, integrations, software, code, online services, systems and other products not developed by Supplier.
Services
1. Services.
  
  Supplier shall perform the Services specified in the applicable Order Form in accordance with the terms and conditions of this Agreement. In performing the Services, Supplier agrees to provide its own personnel, equipment, tools and other materials at its own expense. Customer may use Harri’s Platforms to enable Add-Ons for use with the Services.
2. Service Level Commitments.
  
  Supplier will provide the Services in accordance with the service level agreements attached to the applicable Order Form (“SLAs”). If there are no SLAs attached to the applicable Order Form, the SLAs set forth at https://harri.com/legal/sla shall apply.
3. Third Party Services.
  
  Supplier reserves the right to use Third Party Products in connection with the Services, at its discretion and without Customer’s prior permission.
4. Use of Artificial Intelligence
  By using the Services, you understand and agree that Harri’s Platforms may use artificial intelligence, machine learning algorithms, and automated decision-making systems (together, “AI”) to assist in the performance of certain functions as may be set forth in more detail in the applicable SOW, all intended to be in accordance with applicable law. Customer acknowledges that it has read and agrees to the Artificial Intelligence Terms Addendum (“AI Addendum”), attached as Addendum A and incorporated herein by reference. The Parties agree that the AI Addendum shall be executed by both Supplier and Customer and shall form an integral part of this Agreement.
  
  In the event of any conflict or inconsistency between the terms of this Agreement (including any Schedules, exhibits, or referenced documents) and the provisions set forth in the AI Addendum, the provisions of the AI Addendum shall control and govern with respect to any matters relating to the use of artificial intelligence, machine learning, automated decision-making, or any AI-related features, functionalities, outputs, or responsibilities. For the avoidance of doubt, this includes, but is not limited to, all disclaimers of liability, limitations of warranties, allocation of responsibilities, and indemnification obligations arising from or relating to the use of AI within the Services.
5. Customer obligations.
  Customer shall: (i) co-operate with Supplier in all matters relating to the Software and Services; (ii) appoint a manager for the Software who has the authority to contractually bind Customer on all matters relating to the Software; (iii) provide, for Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to Customer’s data and other information as required by Supplier including any such access specified in an Order Form; (iv) provide to Supplier all documents, information, items and materials in any form (whether owned by Customer or third party) required in the Order Form and ensure that they are accurate and complete; and (v) meet any dependencies on or requirements of the Customer (“Customer Dependencies”) stated in an Order Form.
  
  If Supplier’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer, its agents, subcontractors, consultants or employees, including any failure to meet a Customer Dependency, then without prejudice to any rights or remedies it may have, Supplier shall be allowed an extension of time to perform its obligations equal to the period of delay caused by Customer.
Grant of Access to Software
1. Grant of Access.
  
  Supplier hereby grants to Customer a non-exclusive, enterprise-wide and term-based right for Users to access the Software which shall run remotely on servers controlled and maintained by Supplier, and to use the Documentation connection with Customer’s use of the Software. The term “enterprise-wide” shall mean use of the Software and Documentation by an unlimited number of users including employees and agents of Customer at the location(s) specified in the Order Form (“Authorised Users”). Customer shall have no right to receive either an object code or a source code version of the Software operating on the remote servers. Customer’s right of access hereunder is limited to the use of the Software as set forth by the terms and conditions of this Agreement, as well as the terms of the Order Form.
2. Delivery/Account/Passwords.
  
  Customer and any Authorised Users will set up an account and password necessary for Customer’s and Authorised Users’ access to and use of the Software and Services. By registering, Customer and any Authorised User agree that all Customer Data is true and accurate and that Customer and any Authorised User will maintain and update the information as required in order to keep it current, complete and accurate. Customer, and any Authorised User, shall comply with the privacy and security procedures, and the terms of use set forth in the current versions of the “Terms of Use” and “Privacy Policy,” incorporated herein by reference and are available at https://harri.com/legal/terms and https://harri.com/legal/privacy, respectively. Customer shall procure compliance by each Authorised User with the “Terms of Use” and “Privacy Policy”, which documents may be updated by Harri at any time without notice, effective on the date of posting. Where an Order Form separately appends a version of the “Terms of Use” and/or “Privacy Policy”, the terms of any such appended document will prevail over the version hyperlinked in this Agreement. In all events, each Authorised User shall change his or her password at least every thirty (30) days, when instructed to by the Service, or in such intervals as directed by Supplier.
3. System Monitoring.
  
  Customer recognises that Supplier monitors access to the Software as part of its normal business practices. Should Supplier discover prohibited actions, Supplier may immediately suspend the suspect connection and commence a comprehensive investigation.
4. Customer’s Responsibilities.
  
  Customer shall be responsible for: (i) Authorised Users’ compliance with this Agreement; (ii) the accuracy, quality, integrity and legality of any Customer Data, Customer information, or any other data and materials provided by Customer, and means by which Customer acquires such data; and (iii) preventing the unauthorised use of the Software or Services by Users or the use of the Software or Services by Authorised Users in breach of applicable law. Customer agrees that it shall not make the Software or the Services available to anyone except the Authorised Users, or use the Software or the Services to store or transmit material that infringes any party’s intellectual property rights or that contains malicious code. If applicable, and except as expressly authorised by this Agreement or any Order Form, or except to the extent that such restriction is prohibited by law, Customer will not copy, alter, decompile, reverse engineer, disassemble, or create derivative works from the Software.
Term and Termination
1. Term.
  
  The term of this Agreement (“Term”) begins on the Effective Date, as set forth on the Order Form, and continues until terminated by the Parties pursuant to the terms herein.
  
  The term of any Order Form hereunder shall be as set forth in such Order Form (the “Order Form Term”). Except as set forth in the applicable Order Form, at the end of the Order Form Term, the Order Form shall automatically renew for the same period as the Order Form Term (each a “Renewal Term”), unless otherwise terminated as provided herein and Supplier’s fees at that time shall govern any Renewal Term. In the event either Party does not wish to renew for a subsequent Order Form Term or Renewal Term, such Party shall provide sixty (60) days written notice to the other Party prior to the expiration of the then current Order Form Term or Renewal Term.
2. Termination for Cause.
  
  Either Party may terminate this Agreement and/or any Order Form immediately upon notice to the other Party if the other Party: (i) materially breaches the Agreement or the terms of an Order Form, other than with respect to a payment obligation, and fails to remedy such breach within thirty (30) days after receiving notice of the breach from the other Party; (ii) materially breaches a payment obligation under the Agreement or such Order Form and fails to remedy such breach within sixty (60) days after receiving notice of the breach from the other Party; (iii) materially breaches the Agreement or such Order Form in a manner that cannot be remedied; or (iv) becomes the subject of any insolvency related event or proceedings (including bankruptcy, administration, receivership or liquidation), or is subject to any similar or equivalent event or proceedings in any jurisdiction.
3. Effect of Termination.
  
  Upon expiration or termination of this Agreement or any Order Form, as the case may be, for any reason, Customer’s right of access to the Services will immediately terminate. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date or termination or expiry and including any obligation to pay the Fees payable for the period prior to the date of termination. All Fees will become immediately due and payable if Supplier terminates this Agreement for cause. Supplier agrees that if Customer provides Supplier with written notice at least 30 business days prior to expiration or sooner termination of this Agreement, Supplier shall provide an export file of all Customer Data stored on the Harri Platform in reasonably usable digital format.
Payment Terms
1. Fees.
  The fees for the Services and the right to access the Software, and any other payments, including set-up fees, are specified in each Order Form (“Fees”). Requests for payments shall be submitted by Supplier to Customer in the form of a written invoice, or as otherwise specified on the Order Form. Customer will send payments for all invoices within thirty (30) days of invoice date, or as otherwise specified on the Order Form. Customer will make payments in full without any set-off, counterclaim, deduction or withholding and by electronic funds transfer, or money order. If Customer is paying by credit card, Customer authorises Supplier to charge monthly Fees in advance to Customer’s credit card without invoice, or as otherwise specified on the Order Form. The fees for any Add-Ons will be specified in a separate Order Form or shall be separately invoiced. Unpaid amounts shall bear interest from the due date thereof to the date of payment at the maximum rate of interest permissible under applicable law. In addition, in the event Customer does not pay any amounts under this Agreement when due, Supplier may suspend the Services and access to the Software upon seven (7) days’ notice to Customer, and such suspension shall continue until all overdue amounts are paid in full to Supplier. Supplier shall not be liable for any costs, damages, or liabilities incurred by Customer as a result of such suspension.
2. Taxes.
  If applicable, Customer shall pay to Supplier VAT and any similar sales tax relating to the taxable purchases of Services under this Agreement at the appropriate rate in force at the relevant time. Supplier and Customer shall cooperate to properly calculate any applicable taxes, to minimize such liability to the extent permissible under applicable law, and with respect to any claims for taxes asserted by applicable tax authorities. Taxes payable under this Agreement will be added to the Fees payable by Customer to Supplier, as applicable.
3. Billing for Location Closures; Change of Control.
  1. Location Closures. Notwithstanding anything to the contrary in this Agreement or any Order Form, Supplier will not invoice Customer for any Services at locations which are closed by Customer, solely if (i) Customer notifies Supplier in writing, at least thirty (30) days prior to the closure, and (ii) as long as Customer provides reasonable evidence of closure (collectively, the “Closure Actions”). Customer must notify Supplier of its assigned customer service representative at AR@harri.com. Customer will not be credited for any Services and payments of Fees prior to the Closure Actions. Upon Supplier’s receipt of the Closure Actions, and after the location has been closed, the applicable location will be removed from the next invoice. For the avoidance of doubt, Customer will be required to pay the Fees until the actual closure of locations. If the Customer received a special incentive price (volume-based discount) based on the number of locations live or committed to go-live, Supplier has the right to modify the per employee, per month or location-based pricing for remaining locations to account for the change in volume-based pricing resulting from the closure.
  2. Change of Control. Solely upon Supplier’s prior written consent in accordance with Section 9(b) of this Agreement, Customer may assign this Agreement to the new owner or operator of a location, subject to Fee, payment terms and a successfully executed and mutually agreed assignment agreement in accordance with this Agreement, until the end of the then-current Term. Supplier will not honor requests to terminate or modify billing terms for sold or transferred locations.
Representations and Warranties
1. Supplier’s Representations and Warranties; Disclaimer; Third Parties.
  1. Performance.
    
    All Software and Services shall materially conform to the applicable Documentation, any Specifications and the description of Services as set forth in this Agreement, the applicable Order Form, and the Terms of Use.
  2. Ownership.
    
    Neither the performance of the Services by Supplier nor the right of access to the Software and Services granted under this Agreement will in any way infringe the Intellectual Property of any third party. The Supplier is currently not aware of any actual or threatened legal proceedings brought by any third party based on an alleged infringement of their right(s) by Supplier or other party known to Supplier.
  3. General Compliance with Laws.
    
    Supplier warrants that the Software complies with, and that it shall perform the Services in compliance with, all applicable laws and regulations in force from time to time. The Supplier does not warrant that Customer’s use of the Software or the Services, including any configurations or other developments made by the Customer in connection with its receipt of the Services, complies with applicable laws and regulations.
  4. Customer Data.
    
    Supplier warrants that it employs reasonable managerial and technical measures to ensure that Customer Data is secure, as set forth in its Privacy Policy and Terms of Use, the terms of which are incorporated herein.
  5. Supplier Disclaimer.
    
    Except as provided in the Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
    
    Supplier shall not have any liability under the Agreement that arises as a result of: (i) Customer’s errors or omissions in inputting data into the Harri Platform, including as part of the application process; (ii) Customer’s errors or omissions in information and/or instructions provided to Supplier by or on behalf of Customer in connection with the Services, including any paperwork completed by Customer, including, without limitation, new hire documentation, employee applications, job postings, or employment forms required by applicable law or regulations; (iii) any act or omission of the Customer or the Customer’s contractors, employees, agents or other persons for whom the Customer is responsible; (iv) any misconduct or failure to perform committed by any employee or potential employee, including, without limitation, any failure to appear for work, or any breach of any agreement or employment policy; and (v) use of the Services contrary to Supplier’s instructions or not in accordance with the Agreement.
  6. Customer shall not obtain from, rely on or hold Supplier responsible for any information or opinions supplied by Supplier regarding any laws and regulations, including but not limited to any legal requirement to comply with, complete, or submit any forms, certificates, or documents, amendments to such statutory codes, regulations, as well as any case law interpreting such statutes, codes, and regulations (collectively, “The Laws”). Supplier disclaims any information it may give to Customer regarding The Laws, and Customer shall use the information at its own risk. Information provided by Supplier does not replace or waive Customer’s compliance obligations under The Laws or this Agreement. Customer acknowledges and agrees that it should obtain such legal or compliance information or any other advice regarding The Laws from its own counsel.
  7. Third Parties.
    
    Supplier does not provide or make any representation as to the quality or nature of any Third Party Products or any other representation, warranty or guarantee. Supplier disclaims all responsibility for Third Party Products, including, without limitation, for any delays, interruptions, transmission errors, security failures, or other problems arising from Customer’s use of the Third Party Products. A warranty concerning Third Party Products (if any) is furnished solely by the provider of the Third Party Products, under the terms agreed to by the provider of the Third Party Products.
2. Customer’s Representations and Warranties.
  
  Customer represents and warrants that Customer possesses all legal right and/or authority to use any of the content, information, names, or trademarks in any of Customer Data for all purposes contemplated by this Agreement and the use, reproduction, distribution, transmission or display of Customer Data will not (a) breach any applicable laws (criminal or civil) or any rights of any third parties or (b) contain any material that is unlawful, infringes on a third party’s proprietary or intellectual property rights, or is otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a violation of any applicable law. Customer will provide Supplier with true, accurate and current Customer Data.
  
  Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement and ensure compliance including but not limited to those relating to data protection, privacy, employment, labor, and the use of artificial intelligence or automated decision-making systems by the Authorised Users.
3. Mutual Representations and Warranties:
  
  Each Party represents and warrants to the other that:
  1. It has and will maintain the requisite corporate power and authority to enter into, and to carry out the transactions contemplated by the Agreement.
  2. It has full capacity and all necessary licences, permissions and consents to enter into and perform this Agreement.
  3. By entering into and performing its obligations under this Agreement it is not in breach of any other agreement to which it is a party.
  4. There is no proceeding pending or, to the knowledge of such Party, threatened that challenges or may have a material adverse effect on the Agreement or the transactions contemplated by the Agreement.
4. Intellectual Property Rights.
  
  The Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Harri Solution and the Services, including the “Harri” trademark and trade name, but excluding the Customer Data (“Harri Background IP”).
  
  Customer and/or its licensors shall retain ownership of all Intellectual Property Rights in Customer Data. Customer grants Supplier a fully paid-up, non-exclusive, royalty-free licence to copy, use and modify the Customer Data for the Term for the purpose of providing the Services to Customer.
  
  The Parties agree that Supplier shall own all Intellectual Property Rights in any documents, information, software, items and materials developed or created by or on behalf of Supplier in connection with its performance of the Services (together with Harri Background IP, “Harri IP”). Customer shall not challenge the validity of or assert any ownership right in and to any Harri IP.
Confidential Information.
1. Confidential Information.
  
  The Parties acknowledge that during the course of this Agreement, each Party (a “Discloser”) may make confidential data available to the other Party (a “Recipient”) or Recipient may otherwise learn of trade secret or confidential information of Discloser (collectively, herein “Confidential Data”). Confidential Data includes all Discloser information not generally known or used by others and that gives, or may give, Discloser an advantage over its competitors or that could cause Discloser injury, loss of reputation or goodwill if disclosed. Such information includes, but is not necessarily limited to data or information of Discloser that identifies or concerns past, current or potential customers, business practices, financial results, research, development, systems and plans; and/or certain information and material identified by Discloser as “Confidential”; and/or data received from Discloser and enhanced by Recipient and/or material, non-public information related to Discloser or Discloser’s businesses. Confidential Data may be written, oral, recorded, or maintained on other forms of electronic media. Because of the sensitive nature of the information that Recipient and its employees, subcontractors or agents may become aware of as a result of this Agreement, the intent of the parties is that these provisions be interpreted as broadly as possible to protect Confidential Data.
2. Obligation of Confidentiality.
  
  Recipient acknowledges that all Confidential Data furnished by Discloser is considered proprietary and strictly confidential. Recipient also acknowledges that the unauthorised use or disclosure of any Confidential Data may cause irreparable harm to Discloser. Accordingly, Recipient agrees that Discloser shall be entitled to equitable relief, including injunctive relief, in addition to all other remedies available at law for any threatened or actual breach of this Agreement or any threatened or actual unauthorised use or disclosure of Confidential Data.
3. Confidentiality Standards.
  
  Recipient will employ, at a minimum, the same security measures to protect Confidential Data received from Discloser, or which it becomes aware of about Discloser, that it would employ for its own comparable confidential information (but in no event less than a reasonable degree of care in handling Confidential Data).
4. Disclosure.
  
  A party may disclose Confidential Data to the extent such Confidential Data is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Section it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
5. Ownership.
  
  Recipient agrees that all Confidential Data shall at all times remain the sole property of Discloser and, if in tangible form such as (by way of example and not limitation), in writing or on tape, disk, or other electronic media, such tangible material and all copies shall be returned to Discloser within five (5) business days after termination of this Agreement or any applicable Order Form or upon demand at any other time.
6. Exceptions.
  
  The obligations set forth in subsections 1 through 5 above shall not apply to:
  1. any disclosure specifically authorised in writing by Discloser; or
  2. Confidential Data that: (i) has become well known in the trade; or (ii) was disclosed to Recipient by a third party not under an obligation of confidentiality to Discloser; or (iii) was independently developed by Recipient not otherwise in breach of this Agreement or any other obligation of Recipient to Discloser; or (iv) was rightfully known to Recipient prior to entering into this Agreement.
7. The obligations of each party set forth in Sections (1) through (6) above shall survive the completion or termination of this Agreement and shall remain in effect for five (5) years after completion or termination of this Agreement.
Indemnification.
1. Third Party Claims Against Supplier.
  Customer will on demand indemnify and keep indemnified Supplier, the Supplier Affiliates and their respective directors, officers, employees and agents (collectively, the “Supplier Indemnified Party”) from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses (collectively, “Third Party Claims”), including reasonable legal fees incurred in responding to such Third Party Claims, that the Supplier Indemnified Party may suffer or incur arising out of or in connection with (i) Customer’s breach of any privacy, confidentiality, or data security obligation under this Agreement; (ii) a claim of intellectual property infringement based on Customer’s misuse of the Software, or unapproved combination of the Software with other proprietary technology which gives rise to such claim; and (iii) any personal injury (including death) or damage to property resulting from Customer’s acts or omissions; and (iv) Customer’s violation or alleged violation of any law, rule, regulation, or ordinance, including but not limited to those relating to data protection, employment, labor, or the use of artificial intelligence or automated decision-making systems, in connection with Customer’s use of the Software, Services, or any outputs thereof.. Customer’s obligations under this Section shall apply on a worldwide basis and include both U.S. and non-U.S. jurisdictions.
  
  Third Party Claims Against Customer.
  
  Supplier will on demand indemnify and keep indemnified Customer, the Customer affiliates and their respective directors, officers, employees and agents (collectively, the “Customer Indemnified Party”) from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses (collectively, “Third Party Claims”), including reasonable legal fees incurred in responding to such Third Party Claims, that the Customer Indemnified Party may suffer or incur arising out of or in connection with (i) Supplier’s breach of any privacy, confidentiality, or data security obligation under this Agreement; (ii) a claim of intellectual property infringement based on Supplier’s misuse of the Software, or unapproved combination of the Software with other proprietary technology which gives rise to such claim; and (iii) any personal injury (including death) or damage to property resulting from Supplier’s acts or omissions. Supplier’s obligations under this Section shall apply on a worldwide basis and include both U.S. and non-U.S. jurisdictions.
2. Indemnification Procedure.
  If any Third Party Claim is commenced with respect to which either the Customer Indemnified Party or the Supplier Indemnified Party (the Indemnified Party”), as the case may be, is entitled to indemnification under this Section, the Indemnified Party will provide notice thereof to other party (the “Indemnifying Party”). The Indemnifying Party will be entitled, if it so elects in a notice promptly delivered to the Indemnified Party, to immediately take control of the defence, settlement, and investigation of any Third Party Claim and to employ and engage lawyers reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost. The Indemnified Party will cooperate in all reasonable respects, at the Indemnifying Party’s cost and request, in the investigation, trial and defence of such Third Party Claim and any appeal arising therefrom. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to a Third Party Claim without the Indemnified Party’s prior written consent. The Indemnified Party may also, at its own cost, participate through its lawyers or otherwise in such investigation, trial and defence of any Third Party Claim and related appeals. If the Indemnifying Party does not assume full control over the defence of a Third Party Claim as provided in this Section, the Indemnified Party will have the right to defend the Third Party Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party
3. Limitation of Liability.
  1. 1. Nothing in this Agreement (including any Order Form) shall exclude or limit a party’s liability for: (i) death or personal injury arising out of negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability to the extent that such liability may not be excluded or limited as a matter of law.
    2. Subject to section 8(c)(1) above, in no event shall either Party be liable to the other Party under or in relation to this Agreement (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty), for:
      1. any lost wages, lost compensation, back pay, unpaid overtime or compensation, or other payments claimed by any employee or agent of Customer;
      2. any direct or indirect: (i) loss of profits; (ii) loss of revenue; (iii) loss of contracts; (iv) loss of goodwill or reputation; (v) loss or corruption or data, software or information; or (vi) loss of anticipated savings; or
      3. any indirect or consequential loss or damage of whatever nature and howsoever caused, even if the Customer has been advised of the possibility of such damages or losses.
    3. Subject to clause 8(c)(1), the maximum aggregate liability of each Party under this Agreement (including any Order Form and howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) shall not exceed an amount equal to 100% of all Fees or other amounts paid or payable by Customer to Supplier during the six (6) month period preceding the date any claim hereunder accrues.
    4. Subject to clause 8(c)(1), nothing in this Agreement (including any Order Form) shall exclude or limit any claims by Supplier for the non-payment of any Fees or other amounts that are payable pursuant to this Agreement.
4. Disclaimer.
  
  Customer acknowledges that Supplier is not a law firm or a medical practice and does not provide legal or medical advice. Customer further acknowledges that compliance with applicable laws, rules and regulations regarding Customer’s implementation and use of Supplier’s services is the responsibility of Customer.
  
  Without limiting the foregoing, in the event that Customer chooses to implement supplier’s COVID-19 or other health check program, including, but not limited to, the taking of employees’ temperatures or other vitals, inquiring as to each employee’s health, and prohibiting employees from entering the workplace due to the presence of COVID-19 symptoms, customer acknowledges that the laws, rules and regulations applicable to health check programs varies by country, city or other applicable locality or jurisdiction, and is otherwise dependent on numerous factors. Employer obligations required by law, rules and regulations may include, but are not limited to:
  1. Obtaining each employee’s written consent prior to a health check;
  2. Determining the temperature level which the application jurisdiction characterises as a fever for COVID-19 purposes, and applying it to the employer’s health check program;
  3. Taking employees’ temperatures or other vitals in the presence of a trained nurse or medical professional;
  4. Providing specific notifications to employees who are not permitted to enter the workplace due to the existence of symptoms;
  5. Paying employees for the time spent during health checks; and
  6. Maintaining the confidentiality of the results of each employee’s health check.
    Additionally, in the event an employee is instructed not to enter the workplace due to the presence of symptoms, Customer is likely required to comply with laws, rules and regulations applicable in the workplace’s jurisdiction regarding permitting the employee to work from home (if possible) or to provide paid sick leave or other benefits.
    
    It is the responsibility of Customer to, and Supplier strongly recommends that Customer, consult with a lawyer prior to the implementation and operation of a health check program, and to follow all applicable laws, rules and regulations as instructed by an employment lawyer. Supplier also recommends that Customer consult with and have a trained nurse or other medical professional on site for the implementation and operation of a health check program.
General Provisions
1. Counterparts
  This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same agreement.
2. Variation
  No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
3. Third Party Rights
  Except with respect to the right of Customer Indemnified Parties and Supplier Indemnified Parties to bring any claim under Section 8, the Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
4. Independent Contractor.
  
  Customer is an independent contractor of Supplier, and this Agreement will not be construed as creating a relationship of employment, agency, partnership, joint venture, or any other form of legal association. Neither Party has any power to bind the other Party or to assume or to create any obligation or responsibility on behalf of the other Party or in the other Party’s name.
5. Assignment.
  
  Supplier may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement to any party at any time without notice to Customer, including in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Customer agrees not to assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement without prior written Supplier’s consent.
6. Notices.
  
  Except as specifically provided elsewhere in this Agreement, all notices required or permitted to be given by one party to the other under this Agreement shall be in writing and shall be sufficient if delivered to the parties at the respective addresses set forth below or to such other person or address as the party to receive the notice has designated by notice to the other party and by: (i) personal delivery (including delivery by any commercial delivery service); (ii) registered or certified mail, postage prepaid, return receipt requested; or (iii) e-mail transmission. Notwithstanding the above, if any party commences legal proceedings relating to the Agreement, the claim form or other process by which it is started may not be served by email. The date of notice to the other party shall be, regardless of the date appearing on the notice: the date upon which such notice is actually delivered; or if the notice is given by registered or certified mail, the date upon which it would have been delivered in the normal course of post; or if sent by e-mail transmission, the date on which the e-mail transmission was sent, provided that no automatic delivery failure message is received by the sender.
  
  If to Supplier:
  
  Harri Technologies (UK) Limited
  Regency House, 33 Wood Street
  
  Barnet, Hertfordshire
  
  EN5 4BE
  
  If to Customer:
  Address provided in Order Form
7. Severability.
  
  If any provision of this Agreement which is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
8. Governing Law; Jurisdiction.
  
  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 England and Wales. Each party irrevocably agrees that the courts of England and Wales 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).
9. Force Majeure.
  
  Neither party will be liable to the other for delay or failure to comply with the provisions of this Agreement due to events or circumstances beyond that entity’s direct control, and without its fault or negligence, including without limitation, the following: acts of God; war; riot; acts of civil or military authorities; fire; accident; labour disputes and strikes; embargoes; epidemics; power shortages; and earthquakes, floods or other unusually severe weather. Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. Customer acknowledges that the services may be subject to limitations, delays, and other problems inherent in the use of communications facilities.
10. Construction.
  
  Section headings shall not affect the interpretation of this Agreement. References to sections are to the sections and appendixes of this Agreement. Words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms
11. Remedies
  Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
12. Headings.
  
  The headings of sections of this Agreement are for convenience of reference only and will not affect the meaning or interpretation of this Agreement in any way.
13. Survival.
  
  Those provisions of this Agreement that, by their nature, are intended to survive the termination or expiration of this Agreement, will remain in full force and effect following the termination or expiration of this Agreement, including without limitation: Payment, Confidential Information, Indemnification, Exclusion of Damages and Remedies, General Provisions.
14. Non-Waiver.
  
  No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, or a part of a breach, whether express or implied, shall not prevent or restrict the further exercise of that or any other right or remedy.
15. Conflict Between Agreement and Order Forms.
  
  In the event of any conflict or inconsistency in the interpretation of this Agreement (including all Order Forms executed hereunder), unless otherwise expressly stated in an Order Form, such conflict or inconsistency will be resolved by giving precedence according to the following order: (1) the applicable Order Form, (2) this Agreement, then (3) Terms of Use and Privacy Policy.
16. Entire Agreement.
  This Agreement, including all Order Forms and documents referenced herein or attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all proposals and all other prior agreements, communications, promises, assurances, undertakings, warranties, representations and understandings (written and oral) (“Pre-Contractual Statement”) regarding its subject matter. Each party acknowledges that in entering into the Agreement it has not made, or has relied upon, and shall have no remedies in respect of Pre-Contractual Statement (whether made innocently or negligently and whether written or oral) that is not set forth in this Agreement. Nothing in this Section l (Entire Agreement) shall limit or exclude any liability for fraud. In case of differences in the interpretation of the English and translated texts of the Master “Software As A Service” (SaaS) Subscription Agreement statement, the English text will prevail.
  
  Signature Page Follows
  
  IN WITNESS WHEREOF, the parties have caused this Master “Software As A Service” (SaaS) Subscription Agreement, to be executed by their duly authorized representatives as set forth below.

_______________________________________	______________________________________
(“Customer”)	Harri Technologies UK Ltd

By: ___________________________	By: ___________________________
Name: ___________________________	Name: ___________________________
Title: ___________________________	Title: ___________________________

ADDENDUM A

Artificial Intelligence Terms Addendum

Harri Technologies UK Ltd (“Harri” or “Supplier”) makes available certain features and functionalities within Harri’s platforms that utilize artificial intelligence, machine learning, and automation (collectively, “AI Services”).

This Artificial Intelligence Terms Addendum ( “AI Addendum”) is entered into by and between Harri and the customer identified on the signature page hereto (“Customer”) and sets forth the terms under which Supplier makes its AI Services available for Customer’s use, and applies to the use of all AI Services by Customer offered by Supplier, or third party products, applications or functionality that interoperate with services offered by Supplier, that incorporate AI Services. This AI Addendum is hereby incorporated into and made a part of the master agreement defined on the signature page attached hereto (“Agreement”). Except as expressly modified by this AI Addendum, all terms and conditions of the Agreement remain in full force and effect. In the event of any conflict between the AI Addendum and the Agreement, this AI Addendum will govern with respect to the subject matter contemplated herein.

Use of De-Identified Data
Supplier may use De-identified Data, as defined in the Data Protection Addendum (“DPA”) attached to the Agreement, for the sole purpose of developing, training, and improving Harri’s artificial intelligence models, algorithms, and related services (“AI Training”). Harri represents and warrants that all De-Identified Data used for AI Training will not be used to identify or re-identify any individual or Customer, and Harri will maintain appropriate technical and organizational measures to ensure such De-identification. Use of De-identified Data for AI Training may continue unless otherwise directed by Customer through written notice.

AI Use Disclaimer.
Each party hereto acknowledges and agrees that any and all data processed by Supplier utilizing the AI Services hereunder, to the extent that it contains Personal Data (as such term is defined in the DPA) , remains subject at all times to the data protection, confidentiality, and security obligations set forth in the Agreement (including without limitation the DPA or other contractual provisions relating to data privacy, data security, and the processing of Personal Data).

Customer acknowledges and agrees that: (i) the AI Services are intended solely to assist and support Customer in performing certain functions, and all outputs, analyses, or other results generated by or through the AI Services (“AI Outputs”) are for informational purposes only; (ii) AI Outputs are not intended to replace, influence, or otherwise affect decisions, judgements, or actions made by Customer or its Authorized Users; (iii) Supplier does not warrant or guarantee the accuracy, completeness, reliability, legality, or suitability of any AI Outputs; (iv) Supplier does not and cannot control or verify the data, instructions, or other inputs provided by Customer or its Authorized Users to the AI Services (“Customer Inputs”), nor the manner in which Customer or its Authorized Users use, interpret, or rely upon any AI Outputs; (v) all decisions made by Customer or its Authorized Users based on, or in connection with, any AI Outputs are the sole responsibility of Customer; (vi) the AI Services are equipped with appropriate human-machine interface tools that enable effective human oversight of the AI Services; (vii) Customer shall not use the AI Services in any manner that would cause the AI Services to autonomously make, or materially influence, employment, scheduling, hiring, task allocation, or other personnel-related decisions without meaningful human oversight and independent judgment by Customer’s competent personnel; and (viii) Customer’s use of the AI Services in a manner inconsistent with this Section may affect the regulatory classification of the AI Services under applicable law, including Regulation (EU) 2024/1689, to the extent applicable, and Supplier shall have no liability for any regulatory consequences arising from Customer’s non-compliant use; (ix) Customer shall use the AI Services solely for workforce management and employee scheduling purposes and shall not use the AI Services for any purpose outside this intended scope without Supplier’s prior written consent; and (x) Customer shall use the AI Services in a manner consistent with applicable law, including, to the extent applicable, the EU AI Act (Regulation (EU) 2024/1689) and the protection of the fundamental rights of individuals affected by Customer’s use of the AI Services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPPLIER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR:

ANY ACTS OR OMISSIONS OF CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THE PROVISION OF CUSTOMER INPUTS OR THE USE OF ANY AI OUTPUTS;
ANY ERRORS, INACCURACIES, OR OMISSIONS IN AI OUTPUTS;
ANY BUSINESS, OPERATIONAL, LEGAL, OR OTHER DECISIONS MADE BY CUSTOMER OR ITS AUTHORIZED USERS BASED ON OR IN RELIANCE UPON ANY AI OUTPUTS;
ANY CONSEQUENCES, DAMAGES, OR LOSSES ARISING FROM OR RELATED TO CUSTOMER’S USE OF, OR RELIANCE ON, THE AI SERVICES OR AI OUTPUTS, INCLUDING BUT NOT LIMITED TO EMPLOYMENT, SCHEDULING, TASK ALLOCATION, MANAGEMENT, HIRING, OR OTHER PERSONNEL OR EMPLOYMENT-RELATED DECISIONS; AND
ANY FAILURE OF THE AI SERVICES TO ACHIEVE ANY PARTICULAR RESULT OR OUTCOME.
Supplier does not provide legal, regulatory, compliance, or other professional advice, and Customer is solely responsible for obtaining such advice as it deems necessary.

Customer Responsibilities.
Customer acknowledges and agrees that it is solely responsible for:

providing accurate, complete, and lawful Customer Inputs to the Harri Platforms and AI Services;
reviewing, evaluating, and independently verifying all AI Outputs before taking any action or making any decision based on such outputs;
to the extent required by law: providing any notice or disclosure; obtaining consent; providing an opt-out or an opportunity to review or appeal; and/or providing disclosure of adverse decisions made with reference to the AI Outputs;
to the extent required under applicable law, including Articles 26(7) and 26(8) of the EU AI Act, informing affected individuals, including workers and workers’ representatives, prior to their being subject to the AI Services, and providing all required transparency disclosures regarding the use of the AI Services in employment-related decision-making
ensuring that its use of the Harri Platforms, including the AI Services and any AI Outputs, complies with all applicable laws, regulations, and internal policies;
implementing appropriate technical and organizational safeguards and controls to prevent unauthorized or inappropriate use of the Harri Platforms, AI Services, and AI Outputs by its personnel or Authorized Users;
promptly notifying Supplier if Customer becomes aware of any errors, inaccuracies, or inappropriate recommendations in any AI Outputs, any serious incident (as defined under applicable law, including Article 3(49) of the EU AI Act), to the extent applicable, involving the AI Services or any use of the Harri Platforms or AI Services that is not in compliance with this AI Addendum or applicable law;
complying with its retention obligations, including with respect to any electronic log data to the extent such data is made available to Customer;
not using the Harri Platforms, AI Services, or AI Outputs in any manner that may cause harm to individuals, violate the rights of any third party, violate applicable law or result in unlawful or discriminatory practices;
not using the AI Services for any purpose or in any manner that constitutes a prohibited artificial intelligence practice under Article 5 of the EU AI Act, including, if and to the extent applicable, but not limited to subliminal manipulation, exploitation of vulnerabilities, social scoring, or real-time remote biometric identification, and Customer represents that its intended use of the AI Services does not involve any such prohibited practice;
obtaining any third-party bias audits or assessments as may be required under applicable law; and
Customer’s decisions, actions, or inactions arising from Customer’s use of the AI Services or submission of all Customer Inputs, including, without limitation, ensuring such decisions, actions, or inactions comply with applicable laws, regulations, and other legal requirements including without limitation data protection, intellectual property, labor and employment, civil rights and the use of artificial intelligence or machine learning.
Customer further agrees that it will not rely solely on the AI Services or AI Outputs for any employment, scheduling, hiring, or other personnel or employment-related decisions, and will at all times exercise independent judgment and due diligence in all such matters. Customer understands and agrees that the AI Outputs constitute only suggestions and Customer is responsible for any decisions made when using any AI Outputs as a source and, to this end will ensure that any output provided by Harri is reviewed by Customer’s employees or personnel by individuals who:

are provided with all data relevant to the decision;
are competent, and possess the knowledge and skills to make such decisions;
are adequately trained in making such decisions and in using the AI Services, including without limitation, in recognizing automation bias or algorithmic aversion and in correctly interpreting any AI Outputs;
are provided with a meaningful decision-making role (or otherwise have the proper authority);
do not use the AI Outputs without independent consideration;
are provided with time and resources to make such decisions.
Customer represents and warrants that it has conducted, or will conduct prior to deploying the AI Services, any data protection impact assessments, fundamental rights impact assessments (including as contemplated by Article 27 of the EU AI Act), to the extent applicable, and/or other risk assessments as may be required under applicable law and has implemented appropriate policies and procedures in connection therewith. Supplier shall, upon Customer’s reasonable written request, make available existing system documentation to assist Customer in completing such assessments, provided that Supplier shall not be required to disclose proprietary algorithms, trade secrets, or confidential business information.

Personal Information.
In connection with Customer’s use of the AI Services, Customer shall not provide, and shall cause its employees/agents to not provide, Supplier, the Harri Platform or any other technology used by Supplier, any personal information that could be reasonably used to identify the race, sex/gender, gender identity, national origin, sexual orientation, age, religion, disability, genetic information, medical information/condition, pregnancy status, or marital status of any individual. Customer acknowledges and agrees that Supplier is not responsible for any consequences arising from Customer’s failure to comply with the prohibition set forth in this paragraph. Supplier disclaims all liability for any use or processing of such information in violation of this Section IV. The above shall not apply to any information already stored in the Harri Platform (e.g. Customer’s personnel records).

Indemnification.
Customer shall indemnify, defend, and hold harmless Supplier and its affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer’s provision of Customer Inputs, including but not limited to whether such decisions, actions, or inactions comply with applicable laws, regulations, and other legal requirements including without limitation data protection, intellectual property, labor and employment, civil rights and the use of artificial intelligence or machine learning; (ii) Customer’s use of, or reliance on, any AI Outputs; (iii) any decisions or actions taken by Customer or its Authorized Users based on or in connection with the AI Services or AI Outputs; or (iv) Customer’s failure to comply with its obligations set forth in this AI Addendum.

No Warranties.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE AI SERVICES AND ALL AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. SUPPLIER DOES NOT WARRANT THAT THE AI SERVICES OR AI OUTPUTS WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. SUPPLIER DOES NOT WARRANT THAT THE AI SERVICES OR ANY AI OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER’S REQUIREMENTS, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF THE AI SERVICES AND AI OUTPUTS, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY AI OUTPUTS. SOME JURISDICTIONS, INCLUDING CERTAIN STATES, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. IN SUCH JURISDICTIONS, THE LIABILITY OF SUPPLIER SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability.

IN ADDITION TO ANY OTHER LIMITATIONS SET FORTH IN THIS AGREEMENT, SUPPLIER SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF, OR RELIANCE ON, THE AI SERVICES OR AI OUTPUTS, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER.

Miscellaneous.

Counterparts and Electronic Signatures. This AI Addendum may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures provided by electronic means shall be deemed to have the same legal effect as original signatures.

Entire Agreement. This AI Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Amendment and Waiver. No amendment or modification of this AI Addendum shall be valid or binding unless in writing and signed by both parties. No waiver of any provision of this AI Addendum shall be effective unless in writing and signed by the party against whom the waiver is to be enforced.

Severability. If any provision of this AI Addendum is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Governing Law. This AI Addendum shall be governed by and construed in accordance with the laws of the State specified in the Agreement, without regard to its conflict of law principles.
Signature Page Follows

______________________________________________________________________________
MASTER AGREEMENT TITLE AND DATE (as amended from time to time, the “Agreement”)

IN WITNESS WHEREOF, the parties have caused this AI Addendum to be executed by their duly authorized representatives as set forth below.

_______________________________________	______________________________________
(“Customer”)	Harri Technologies UK Ltd

By: ___________________________	By: ___________________________
Name: ___________________________	Name: ___________________________
Title: ___________________________	Title: ___________________________