Thank you for using Prevue Assessments and your PrevueHub Account. These terms of service (the “Agreement”) are between you (the “Customer”) and Prevue HR Systems Inc. (“Prevue”) and govern your use of the Services (defined below).

This Agreement constitutes a legal agreement between Customer and Prevue that describes your rights and obligations relating to the use of the Services. You should read this entire Agreement because this Agreement is legally binding. If you do not agree to the terms of this Agreement, you may not use the Services.

By signing up for and using the Services, you confirm that:

you have the authority to sign this Agreement on behalf of the Customer and any Customer affiliates expressly designated in writing to use the Services;
you accept the terms of this Agreement on behalf of the Customer; and
Customer is responsible for all activity in connection with the Services that occurs under its Account by its Authorized Users, subject to Prevue’s security obligations herein.

1. Definitions

“Account” means the account that Prevue or a Distributor opens for Customer at PrevueHub where Customer can administer the Prevue Assessments to candidates, develop or select Prevue Benchmarks, generate Prevue Reports, and manage Account Data;
“Account Data” means all information provided by Candidates or Customer, including but not limited to name, email address, responses to data fields, Candidate responses to Prevue Assessments, and any other data uploaded to the Platform by Customer or its Authorized Users;
“Authentication ID” means a security mechanism by which an Authorized User identifies themselves to the Platform and gains access thereto;
“Authorized User” means a Permitted User who Customer has authorized to access and use the Services;
“Candidate” means any job applicant or employee who Customer invites to take any of the Prevue Assessments;
“Control” means direct or indirect ownership or control of more than 50% of the voting or ownership interests of an entity;
“Customer affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer;
“Distributor” means an authorized Prevue distributor appointed by Prevue with authority to open and support Accounts;
“Intellectual Property” means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including without limitation, ideas, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, systems, research, information, documentation, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, software, tools, products knowledge, and know-how. For clarity, Intellectual Property does not include Account Data;
“Intellectual Property Rights” means any and all proprietary rights anywhere in the world provided under patent law, copyright law, trademark law, design patent, trade secret law, privacy law, or any other statutory provision or common law principle;
“Initial Term” as described in section 3.1;
“License” means an unlimited use license granted to Customer under section 6 of this Agreement;
“Objectionable Content” means content that infringes any applicable laws, regulations, or third-party Intellectual Property Rights, or content which is obscene, defamatory, threatening, or contains Viruses;
“Pay-Per-Use Account” means an Account that requires a user to purchase Prevue Credits to invite a candidate to complete any of the Prevue Assessments;
“Permitted User” means an employee of Customer or an independent contractor who performs all or substantially all of their work for Customer;
“Prevue Assessments” means any one or more of the Prevue Abilities Assessments, the Prevue Occupational Interests Assessment, the Prevue Personality Assessments, the Prevue Work Ethic Assessment, and the Prevue Culture Assessment;
“Prevue Benchmark” is the profile of a preferred candidate for a particular position;
“Prevue Credits” means the currency used in PrevueHub for assessing candidates, activating Prevue Benchmarks, and ordering Prevue Reports through a Pay-Per-Use Account;
“PrevueHub” or “Platform” means the website at prevuehub.com;
“Prevue Property” means all websites, software, tools, URLs, psychometric assessments, surveys, databases, designs, algorithms, user interface designs, architecture, technology, and source code created or owned by Prevue;
“Prevue Reports” means all reports that can be generated from the Platform;
“Services” means an Account, a License, Prevue Credits, Prevue Assessments, Prevue Reports, and any testing or other services that Prevue has agreed to supply to Customer;
“Unlimited Use Account” means an Account that Prevue designates for unlimited use of Prevue Assessments by a user under a License;
“User Documentation” means the documents, user manuals, and guides with respect to the operation of the Platform;
“Term” as described in section 3.1;
“Virus” means a piece of code that causes an unexpected and undesirable event, including worms, trojan horses, and harmful contaminants.

2. Services

2.1 Services. Prevue will provide the Services to the Customer during the Term, subject to this Agreement and the fees in section 5. During the Initial Term, the Services are provided as a paid trial with full access to the functionality included in the applicable Account type, unless a written order form or signed agreement expressly states otherwise. In the event of a conflict between the terms of this Agreement and terms of any written order form or agreement signed by both parties, the signed order form/agreement will prevail.

2.2 Modify Services. Prevue reserves the right to modify or discontinue certain features of the Services. If Prevue makes a material adverse reduction to the core functionality of the Services during a paid term, Customer may terminate this Agreement and receive a pro-rated refund of any prepaid, unused fees.

For greater certainty, changes to user interface, workflows, features provided on a beta, trial, promotional, no-charge, or third-party integrated basis, or changes made to maintain security, legal compliance, or technical integrity of the Services, shall not, by themselves, constitute a material adverse reduction to the core functionality of the Services.

2.3 Prevue Distributor. This Agreement applies even if a Distributor provides the Services to you, in whole or in part.

2.4 Amendments to this Agreement. Prevue may change this Agreement at any time and will give Customer at least 30 days’ notice. Changes will take effect upon the start of Customer’s next Renewal Term. If Prevue requires changes to take effect mid-term and such changes are materially adverse to Customer, Customer may terminate this Agreement without penalty upon written notice.

2.5 Third-Party Services. The Services may contain features designed to interoperate with third-party applications or systems (e.g., Applicant Tracking Systems). Prevue cannot guarantee the continued availability, compatibility, performance, or security of such third-party integrations and may cease providing them without entitling Customer to any refund or credit. Integrations may change, degrade, or cease functioning if third-party providers modify, restrict, suspend, or discontinue their APIs, authentication methods, permissions, policies, infrastructure, or access terms. Prevue is not responsible or liable for any third-party products, services, outages, delays, data loss, security incidents, API changes, access restrictions, or the acts or omissions of such third parties.

Without limiting the foregoing, Prevue shall have no liability for any unavailability, downtime, outage, latency, security incident, data loss, corruption, performance degradation, interruption, or infringement claim arising from Customer’s use of, or reliance on, any third-party applications, systems, integrations, hosting providers, cloud infrastructure providers, internet service providers, telecommunications providers, email providers, or other third-party services not controlled by Prevue.

3. Term and Termination

3.1 Term. This Agreement shall commence as of the Effective Date and shall continue for a period of sixty (60) days (the “Initial Term”). The Initial Term is a paid trial period during which Customer will have full access to the Services made available under the applicable Account type, subject to this Agreement. This Agreement will expire automatically at the end of the Initial Term unless the parties otherwise agree in a written order form or other written agreement signed by both parties. For purposes of this Agreement, the “Term” means the Initial Term and any extension or replacement term expressly agreed by the parties in writing.

3.2 Suspension of Services.

Payment Suspension. In the event that Customer does not pay the Fees when due, Prevue may suspend Customer’s and its Authorized Users’ access to the Services until payment is made.
Emergency Suspension. Prevue may immediately suspend Customer’s or any Authorized User’s access to the Services if Prevue reasonably believes that:
(i) Customer’s use of the Services poses a security risk to the Platform or to other customers;
(ii) Customer is using the Services for fraudulent or illegal activities;
(iii) immediate suspension is necessary to prevent harm to Prevue or its systems. Prevue will use commercially reasonable efforts to provide notice of such suspension and will restore access once the underlying issue is resolved;
(iv) Customer’s or its Authorized Users’ use of the Services involves excessive system usage, denial-of-service activity, automated attacks, abusive behavior, credential compromise, attempts to circumvent security controls, or any activity that threatens the stability, availability, integrity, or performance of the Platform; or
(v) suspension is reasonably necessary to investigate suspected fraud, impersonation, manipulation of candidate testing, or other misuse of the Services. Prevue will use commercially reasonable efforts to provide notice of such suspension and will restore access once the underlying issue is resolved, as determined by Prevue acting reasonably.

3.3 Customer’s Right to Terminate. Customer may terminate this Agreement upon 30 days’ written notice if Prevue commits a material breach of this Agreement and fails to cure such breach within that 30-day period.

3.4 Prevue’s Right to Terminate. Prevue may terminate this Agreement immediately upon written notice if Customer:

fails to pay any sum owing by the due date and such failure continues for five (5) Business Days after written notice;
infringes the Intellectual Property Rights of Prevue; or
breaches any other material provision of this Agreement and fails to cure such breach within fifteen (15) Business Days after written notice.

3.5 Waiver. The waiver by either Party of a breach shall not be effective unless in writing and shall not be construed as a waiver of any succeeding breach.

3.6 Effect of Termination. Upon the termination of this Agreement for any reason:

the Parties shall implement the Transition-Out Services pursuant to section 3.8;
Prevue shall terminate and invalidate any Authentication IDs associated with Customer;
Customer shall pay to Prevue all Fees and other amounts accrued, earned, or payable as of the effective date of termination, and, if Customer terminates or Prevue terminates for Customer’s breach, any non-cancellable committed Fees for the remainder of the then-current Term shall immediately become due and payable, to the extent permitted by applicable law; and
each Party will return or destroy all Confidential Information of the other Party.

3.7 Data Retention & Deletion.

For Unlimited Use Accounts: Upon termination or expiration of this Agreement, Account Data will remain available for export for a period of thirty (30) days. Thereafter, Prevue will irreversibly anonymize or securely delete all production Account Data in accordance with its Data Deletion and Retention Policy.
Notwithstanding the foregoing, deletion or anonymization may be delayed to the extent required by applicable law, legal hold, disaster recovery systems, backup retention cycles, or technical processes reasonably necessary to complete secure deletion, provided that any retained data remains protected in accordance with this Agreement.
For Pay-Per-Use Accounts: Prevue will retain Account Data for a period of two (2) years following the last purchase of Prevue Credits. If no purchase is completed within this period, the account will enter an ‘Inactive’ status and be retained for one (1) additional year (the ‘Grace Period’). If no purchase is made by the end of the Grace Period (totaling three years of inactivity), data will be irreversibly anonymized or deleted. A purchase of Prevue Credits at any time during this period halts the deletion process and resets the retention timeline.
General Retention Terms: Unless otherwise agreed in a separate Data Retention Addendum or where the Customer has explicitly subscribed to an extended Data Archiving Service, all Account Data will be retained and deleted in accordance with the standard timelines set forth in this Section.
Exceptions: Notwithstanding the foregoing, Prevue may retain specific financial, billing, and transactional records within its secure Customer Relationship Management (CRM) system for the minimum period required to satisfy applicable tax, legal, or regulatory retention obligations.

3.8 Transition Assistance. Commencing upon the delivery of any notice of termination or non-renewal of this Agreement, and continuing for a period of thirty (30) days after the effective date of expiration or termination (the “Transition-Out Period”), Prevue will, to the extent requested by Customer, provide reasonable cooperation and assistance to facilitate the orderly transition and migration of the Services and transfer of Account Data to Customer. Customer will continue to pay for Services properly rendered during the Transition-Out Period. For any additional services or resources required to provide this assistance, the Parties shall mutually agree upon the hourly rates or fees in writing prior to Prevue commencing such work.

4. Supply of Account

4.1 Account Set-up. Prevue or a Distributor will maintain an Account for Customer at PrevueHub.

4.2 Type of Account. The Account will be identified as either:

A Pay-Per-Use Account; or
An Unlimited Use Account.

4.3 Account Security. Customer must create an account to access the Services. Prevue reserves the right, using reasonable discretion based on security standards, to cancel or refuse registration of passwords it deems insecure or inappropriate. Customer is responsible for maintaining the security of all log-in information and for all acts and omissions that occur under its Account, subject to Prevue’s security obligations.

5. Fees

5.1 Invoices. Customer will be invoiced for Services purchased. Prevue may suspend the Account if payment is not made on time.

5.2 Sales Taxes. Prices are exclusive of all applicable taxes, which will be added to the invoice.

5.3 Payment Method. Customer agrees to keep billing information current at all times.

5.4 Trial Fees and Post-Trial Pricing. Fees for the Initial Term are for a paid sixty (60) day trial and will be as set out in the applicable order form, invoice, or other written agreement between the parties. If the parties agree in writing to continue the Services after the Initial Term, continued access will be subject to Prevue’s then-current pricing or such other fees as the parties may mutually agree in writing.

5.5 Price Changes. Prevue may change prices at any time with 30 days’ notice. For fixed-term Services (such as an annual License), price changes will not take effect until the end of the current term.

5.6 Refund Policies.Unless otherwise provided by law, or in the event of a billing error or an uncured material breach by Prevue, all purchases are final and non-refundable. In all cases, any refund, credit, or reimbursement obligation of Prevue under this Agreement shall not exceed the amount of prepaid, unused fees actually received by Prevue for the specific affected Services, and no refund shall be due for used Services, expired credits, or other amounts except as expressly stated in this Agreement or required by applicable law.

5.7 Late Payments. A late payment fee of 1.5% per month (or the maximum allowed by law, whichever is less) will be charged on overdue invoices. Customer must pay reasonable collection costs, including legal fees. Any unused prepaid fees, prepaid subscriptions, or prepaid credits are forfeited upon expiration or termination except to the extent otherwise expressly provided in this Agreement or required by applicable law.

5.8 Pay-Per-Use Account Credits.Prevue Credits are active for 24 months from the date of purchase. Unused Prevue Credits expire 24 months from the date of deposit and are non-refundable.

Prevue may, as a courtesy and without obligation, provide notice to Customer prior to the expiry of Prevue Credits using the contact information associated with the Account. Failure to provide such notice shall not extend the expiry date.

6. Use of Services

6.1 Grant of License. For Unlimited Use Accounts, Prevue grants Customer a non-exclusive, non-assignable, non-sublicensable license to use the Services to assess Candidates during the Term, provided Customer does not use the Services to develop competing services.

Without limiting the foregoing, Customer shall not use the Services, Prevue Reports, Prevue Assessments, benchmarks, scoring logic, or outputs to create, train, validate, calibrate, benchmark, or improve any competing product, service, model, database, or assessment methodology, or to replicate the features or functionality of the Services.

6.2 License Term. The License begins on the Effective Date and continues only for the Term. During the Initial Term, the License is provided as part of a paid sixty (60) day trial and gives Customer full access to the Services made available under the applicable Account type, subject to this Agreement. Any continuation of the License after the Initial Term must be agreed by the parties in writing.

6.3 License Fee. The fee for the Initial Term is a prepaid fee for the sixty (60) day paid trial and will be as set out in the applicable order form, invoice, or other written agreement between the parties. Unless otherwise expressly agreed in writing, the paid trial fee is non-refundable once the Initial Term begins, except as required by applicable law or as otherwise expressly provided in this Agreement. Any fees for continued use after the Initial Term must be separately agreed in writing by the parties.

6.4 End of Trial. The Services and License will end automatically at the expiration of the Initial Term unless the parties agree in writing to continue the Services under a renewal, replacement term, or new order form. Prevue may contact Customer before the end of the Initial Term regarding continuation options, but Customer will not be charged for any post-trial term unless the parties have agreed to it in writing.

6.5 Cooling Off Period: Customer agrees that Prevue may begin providing Services immediately upon the Effective Date, including the sixty (60) day paid trial. There is no cancellation or “cooling off” period, and no refund of the trial fee, unless required by applicable law or as otherwise expressly provided in this Agreement.

6.6 Restrictions on Use. Customer shall not:

permit unauthorized persons to use the Services;
sublicense or distribute the Services;
process data of third parties through the Services except as expressly permitted under this Agreement for Customer’s own recruiting, employment, and related internal business purposes; or
reverse engineer, decompile, or disassemble any software used by Prevue.
use any robot, scraper, crawler, spider, bot, automated script, or similar automated means to access, query, monitor, extract, harvest, mine, or copy any portion of the Services, Platform, Account Data, Prevue Reports, Prevue Assessments, or outputs, except through functionality expressly made available by Prevue;
perform bulk extraction, systematic downloading, or data mining of any content, reports, results, metadata, or other information from the Services except as expressly permitted by Prevue in writing;
benchmark, compare, evaluate, or test the Services, Prevue Assessments, Prevue Reports, scoring logic, outputs, or related performance for publication, marketing, competitive analysis, or disclosure to third parties without Prevue’s prior written consent;
manipulate candidate testing conditions, falsify candidate identity, assist impersonation, circumvent assessment integrity measures, or otherwise engage in fraudulent, deceptive, or abusive conduct in connection with candidate assessments.

6.7 Permitted and Authorized Users. Customer shall ensure all Authorized Users comply with this Agreement and is responsible for their actions. Customer is responsible for maintaining the confidentiality and security of Authentication IDs, passwords, and other access credentials and for promptly disabling access for any person who is no longer authorized to use the Services.

6.8 Help Desk. Prevue shall make available its help desk to support Customer’s use of the Services.
6.9 Grant by Customer. Customer grants Prevue a royalty-free, non-exclusive license to use, copy, store, and display Account Data solely to perform the Services and as otherwise permitted herein.

6.10 Customer Responsibilities. Customer shall:

maintain systems and internet connections necessary to access the Services;
control the issuance of Authentication IDs;
be responsible for the accuracy and lawful collection of all Account Data; and
comply with all applicable laws and User Documentation.

6.11 Prohibited Activities. Customer shall not use the Services for unlawful purposes, upload Objectionable Content, introduce Viruses, intercept messages, impose unreasonable loads on the Platform, or remove proprietary notices.

6.12 Viruses and Objectionable Content. If Prevue reasonably determines that any Account Data contains a Virus or is Objectionable Content, Prevue may remove it to protect the Platform. Prevue may charge Customer for reasonable, documented out-of-pocket costs associated with such removal, unless caused by Prevue’s systems. Prevue shall notify Customer as soon as reasonably possible.

7. Proprietary Rights

7.1 Prevue’s Ownership. Prevue owns all worldwide right, title, and interest, including Intellectual Property Rights, in the Prevue Property and User Documentation.

7.2 Customer’s Ownership. As between Customer and Prevue, Customer controls and owns all rights to the Account Data to the extent it has such rights under applicable law. Prevue acquires no ownership interest in Account Data other than the licenses granted herein.

7.3 Use of Services. Nothing in this Agreement gives Customer a right to use Prevue’s trademarks, logos, or domain names without written consent.

7.4 Intellectual Property Notices.Customer will not remove or alter any proprietary rights notices contained within the Services.

7.5 Feedback. Customer may voluntarily provide suggestions, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”). Customer grants Prevue a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate any Feedback into the Services or Prevue Property without obligation or compensation to the Customer.

8. Confidentiality

8.1 Obligation. Both Parties agree to treat all non-public information disclosed under this Agreement as confidential (“Confidential Information”). Each party will use a reasonable standard of care to protect it and will not disclose it to third parties except as required by law. Confidential Information does not include information that

is or becomes publicly available without breach of this Agreement;
was known to the receiving party prior to disclosure; or
is independently developed by the receiving party.

9. Data Security & Privacy

9.1 Protection of Account Data. Prevue shall maintain commercially reasonable administrative, physical, organizational, and technical safeguards, consistent with industry standards, for the protection of the security, confidentiality, and integrity of Account Data, including such backup, recovery, access control, and encryption measures as Prevue determines appropriate in light of the nature of the Services. Customer acknowledges that no security safeguards are infallible and that Prevue does not guarantee that the Services will be free from all security incidents, interruptions, or unauthorized access. To the extent that Prevue processes any personal data on Customer’s behalf that is subject to applicable data protection laws requiring a formal agreement, the Parties agree that Prevue’s standard Data Processing Addendum (DPA) shall apply and is hereby incorporated by reference into this Agreement.

Prevue may update, replace, or modify its security measures, technical controls, infrastructure, hosting arrangements, and system architecture from time to time in its discretion, provided that Prevue maintains security protections that are commercially reasonable in light of the nature of the Services.

9.2 Restricted Access to Account Data. Prevue restricts access to Account Data to authorized personnel who require such access strictly for the purposes of:

providing the Services in accordance with this Agreement, or
responding to support requests, whether submitted directly to Prevue employees or via Prevue’s designated support ticketing system. Prevue ensures that all such personnel are bound by confidentiality obligations and access controls consistent with Prevue’s internal security policies.

9.3 Security Incident Notification. In the event of a confirmed Security Incident involving the unauthorized disclosure, loss, or alteration of Account Data, Prevue will notify the Customer without undue delay and in no event later than seventy-two (72) hours after discovery of the Security Incident. Such notice shall include, to the extent known at the time, the nature of the incident, the data involved, and the remediation steps taken or planned. .

9.4 Sub-Processors. Customer acknowledges and agrees that Prevue utilizes third-party sub-processors (e.g., Amazon Web Services) to provide the Services. Prevue maintains a formal Vendor Management Policy to ensure that all sub-processors are evaluated for security risks and are subject to confidentiality and security obligations substantially like those set forth in this Agreement.

9.5 Use of Artificial Intelligence Tools. Prevue may utilise approved third-party artificial intelligence tools and platforms (“AI Tools”) internally to support the delivery and administration of the Services, including for purposes such as internal analysis, productivity, and communications. Any AI Tools used by Prevue shall be subject to the following conditions:

Data Processing Agreement: All AI Tools that may process personal data or Confidential Information shall be subject to a Data Processing Agreement (or equivalent contractual safeguard) ensuring that such data is not used to train AI models and is handled in accordance with applicable data protection laws.
Approved Tools Only: Prevue shall maintain an internal policy governing the approved use of AI Tools by its personnel. Prevue’s personnel shall not input Account Data or identifiable Candidate data into any AI Tool that has not been approved under such policy.
Existing Obligations: The use of AI Tools by Prevue does not diminish or alter Prevue’s confidentiality, data security, or data protection obligations to Customer as set out in this Agreement. Prevue remains responsible for any acts or omissions of its personnel in connection with the use of AI Tools.
No Material Change to Services: AI Tools used internally by Prevue’s personnel do not form part of the Services delivered to Customer and do not constitute a material change to the Services for the purposes of section 2.2.

10. Covenants

10.1 Customer Covenants. Customer acknowledges and agrees to:

Comply with Guidelines: Comply with User Documentation and guidelines.
Use of Services: Use Services only for permitted, lawful purposes.
No Interference: Not disrupt the Services or connected networks.
Research Data: Customer authorizes Prevue to use the results of Prevue Assessments, surveys, related scoring data, and anonymized usage information derived from the Services (collectively, “Assessment Data”) for assessment validation, developing norms, conducting research, analytics, product improvement, security monitoring, operational analysis, statistical reporting, benchmarking, and other commercial or business purposes. Prevue will only use Assessment Data for these purposes if it is strictly de-identified and aggregated so that it cannot reasonably be used to identify the Customer or any individual Candidate.
The authorization in this section is perpetual, irrevocable, worldwide, royalty-free, and survives expiration or termination of this Agreement, provided that Prevue continues to use Assessment Data only in de-identified and aggregated form as described above.
Right to Audit: Prevue may audit Customer’s records for compliance with this Agreement upon reasonable advance notice, during normal business hours, and subject to confidentiality obligations.
Employment and Hiring Compliance: Customer is solely responsible for ensuring that its use of the Services complies with all applicable employment, labour, human rights, anti-discrimination, privacy, artificial intelligence, hiring, and workplace laws, regulations, codes, and guidance in the jurisdictions relevant to Customer’s activities.
Decision-Making Responsibility: Customer shall not rely on the Services or any assessment result, report, score, or output as the sole basis for any employment-related decision and remains solely responsible for all such decisions.

10.2 Prevue Covenants. Prevue acknowledges and agrees:

Privacy: To protect personal information in accordance with the Prevue Privacy Policy, provided that updates to the Privacy Policy shall not materially reduce protections during a paid term.
Representation: Prevue represents it has the authority to deliver the Services.

11. Indemnity

11.1 Customer Indemnity. Customer agrees to indemnify, defend, and hold Prevue and its affiliates harmless from any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Customer’s or its Authorized Users’ breach of this Agreement or applicable law, (b) Customer’s breach of applicable data privacy, employment, human rights, or anti-discrimination laws in connection with its use of the Services, (c) Account Data or other materials provided by or on behalf of Customer, including the upload of Objectionable Content, or (d) infringement or alleged infringement of third-party Intellectual Property Rights by Account Data or Customer-provided materials. This is conditional upon Prevue providing prompt written notice, allowing Customer to control the defense, and not settling without Customer’s consent.

11.2 Prevue Indemnity. Prevue agrees to indemnify and hold Customer harmless from any third-party claims that the Services, as provided by Prevue and used by Customer in accordance with this Agreement and the User Documentation, infringe any third-party Intellectual Property Rights; provided, however, that Prevue shall have no obligation to the extent any claim arises from (a) modifications not made by Prevue, (b) use of the Services in combination with products, services, data, or processes not provided by Prevue, (c) Customer’s use of the Services other than as permitted under this Agreement, (d) Customer’s continued use of the allegedly infringing Services after notice of the claim and provision of a non-infringing alternative, or (e) Account Data or other materials provided by Customer. This indemnity is conditional upon Customer:

providing prompt written notice;
cooperating with reasonable requests;
granting control of the defense to Prevue; and (iv) not settling without Prevue’s prior written approval.

If the Services become, or in Prevue’s opinion are likely to become, the subject of an infringement claim, Prevue may, at its option and expense, (a) procure for Customer the right to continue using the affected Services, (b) modify or replace the affected Services so that they become non-infringing without materially reducing core functionality, or (c) terminate the affected Services and provide a pro-rated refund of any prepaid, unused fees for the terminated portion. This section states Prevue’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any third-party Intellectual Property Rights infringement claim.

12. Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS. PREVUE PROVIDES THE PLATFORM WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT WHERE PROHIBITED BY LAW. PREVUE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER REPRESENTS THAT ITS UPLOAD AND USE OF ACCOUNT DATA WILL NOT INFRINGE THE RIGHTS OF OTHERS.

WITHOUT LIMITING THE FOREGOING, PREVUE DOES NOT WARRANT OR REPRESENT THAT THE SERVICES, PREVUE ASSESSMENTS, PREVUE REPORTS, OR ANY OUTPUTS WILL GUARANTEE HIRING, EMPLOYMENT, PERFORMANCE, JOB FIT, LEGAL COMPLIANCE, OR OTHER BUSINESS OUTCOMES, OR THAT CUSTOMER’S PARTICULAR USE OF THE SERVICES WILL COMPLY WITH ANY SPECIFIC LEGAL, REGULATORY, PROFESSIONAL, EMPLOYMENT, HUMAN RIGHTS, PRIVACY, OR AI GOVERNANCE REQUIREMENT APPLICABLE TO CUSTOMER. PREVUE DOES NOT PROVIDE LEGAL ADVICE, HUMAN RESOURCES ADVICE, OR COMPLIANCE ADVICE. PREVUE ASSESSMENTS, REPORTS, SCORES, BENCHMARKS, AND OUTPUTS ARE PROBABILISTIC, INFORMATIONAL TOOLS ONLY, ARE NOT GUARANTEES OR PREDICTIONS OF FUTURE PERFORMANCE, CONDUCT, OR SUITABILITY, AND SHOULD NOT BE USED AS THE SOLE BASIS FOR ANY HIRING, EMPLOYMENT, PROMOTION, DISCIPLINE, TERMINATION, OR OTHER PERSONNEL DECISION.

13. Limitation of Liability

13.1 Exclusion of Damages. To the extent permitted by law, neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, goodwill, or data, arising out of or related to this Agreement.

13.2 Liability Cap. To the fullest extent permitted by law, in no event will the collective aggregate liability of Prevue and its affiliates, whether in contract, tort (including negligence), statute, equity, or otherwise, arising out of or related to this Agreement or the Services, exceed the total amounts paid by Customer to Prevue for the Services giving rise to the liability in the twelve (12) months immediately preceding the first event giving rise to the claim, notwithstanding any failure of essential purpose.

13.3 Data Backup. While Prevue performs regular backups per its security policies, Customer has the sole responsibility for exporting and archiving its Account Data prior to termination.

For greater certainty, once applicable retention periods expire, credits expire, an account is deleted, or Account Data is anonymized or deleted in accordance with this Agreement, Prevue shall have no obligation and no liability for any inability to recover, restore, reproduce, or provide access to such deleted, expired, or anonymized data.

14. Publicity

Prevue may use the Customer’s name and logo for marketing purposes, including in promotional materials and on Prevue’s website, subject to the Customer’s prior written consent.

15. General Provisions

15.1 Waiver. No delay in exercising any right will constitute a waiver.

15.2 Dispute Resolution and Applicable Law. This Agreement shall be governed by the laws of the province of British Columbia. Any dispute shall be resolved by arbitration in Vancouver, BC, under the Arbitration Act. The arbitrator may award costs to the prevailing party. Notwithstanding the foregoing, either Party may seek injunctive relief in a court of competent jurisdiction to protect its Intellectual Property or Confidential Information.

15.3 Force MajeurePrevue shall not be liable for failure to perform caused by acts beyond its reasonable control.

15.4 Severability. If any provision is found unenforceable, the remaining provisions shall remain valid.

15.5 Notices. Notice may be given by electronic mail to the addresses provided by the Parties or by courier to the contact address set out on the execution page or order form.

15.6 Relationship. The Parties are independent contractors.

15.7 No Third Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever.

15.8 Further Assurance. Customer shall, upon Prevue’s reasonable request, promptly execute and deliver such additional documents, addenda, consents, or instruments as may be reasonably necessary to give effect to this Agreement and support the provision of the Services, including without limitation a data processing addendum, security addendum, reseller or distributor addendum, or similar supporting documentation, provided such documents are consistent in all material respects with this Agreement or reasonably required for legal, security, operational, or compliance purposes.

15.9 Assignment. Customer shall not assign this Agreement without Prevue’s prior written consent (not to be unreasonably withheld). Prevue may assign this Agreement, in whole or in part, without Customer’s consent, to an affiliate or in connection with a merger, amalgamation, reorganization, sale of shares, sale of assets, financing, or other corporate transaction involving all or substantially all of the business or assets to which this Agreement relates, or any change of Control.

15.10 Authority. Each party represents it has full power to enter into this Agreement.

15.11 Survival. Sections regarding Fees, Proprietary Rights, Confidentiality, Data Retention, Indemnity, Disclaimers, and Limitation of Liability shall survive termination.

15.12 Entire Agreement. This Agreement is the entire agreement between the Parties and supersedes all prior proposals.

15.13 Counterparts. This Agreement may be executed electronically in counterparts.

15.14 Acknowledgement. Customer acknowledges it has read this Agreement, understands it, and agrees to be bound by its terms.

Terms of Service – 60 Day Trial