Application End User License Agreement

This Application End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Effective People A/S ("Company", “We” or “Our”). This Agreement governs your use of the following Extensions on the Qualtrics Cloud Platform, (including all related documentation, the "Application"):

• Collect Project Users

• Change User Status

• Check User in SuccessFactors

• Delete Users from Qualtrics

The Application is licensed, not sold, to you.

BY USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU HAVE THE LEGAL AUTHORIZATION TO ENTER INTO THIS AGREEMENT AND BIND THE END USER; AND (C) ACCEPT THIS AGREEMENT AND AGREE TO USE THE APPLICATION IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to install, and use the Application for your internal business use on the Qualtrics Cloud platform as licensed from Qualtrics or otherwise controlled by you ("System") strictly in accordance with the Application's documentation.

2. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Application, you shall not:

(a) copy the Application, except as expressly permitted by this license;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;

(f) use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application;

(g) use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in this Agreement, without Company's prior written consent;

(h) frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other mobile application, website, or service;

(i) use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party's use of the Application; or

(j) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. Collection and Use of Your Information. All information we collect through or in connection with this Application is subject to our Privacy Policy located at https://www.gpstrategies.com/privacy-policy. By installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. Content

(a) In order to make use of the Application, you or your users may upload, create, or input information, (personal) data, documentation, and other materials (together, “Content”) into the Application. You have sole responsibility for all Content which you store in the Application, whether publicly posted or privately transmitted by you. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Application or endorse any opinions expressed via the Application. If you use or rely on any Content or materials posted via the Application or obtained by you through the Application, it is at your own risk. Company disclaims all liability related to any of your Content, and will not be liable for (i) any loss or damage of any kind incurred as a result of the use of any Content in the Application, (ii) any losses, costs, or expenses resulting from the loss or corruption of your Content, and/or (iii) any third party claims relating to your Content.

b. You agree not to upload Content to the Application that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate third party rights of any kind, including, without limitation, any intellectual property rights of third parties, or rights of privacy. We reserve the right to reject and/or remove any Content that we believe, in our sole discretion, violates the terms of this Agreement.

6. Fees and Payment.

(a) Fees. Customer shall pay all fees (“Fees”) as specified in a Order Form. Unless otherwise specified in the Order Form, all amounts are in Euros (EUR). The Application will be made available to you once all fees are fully paid.

(b) Invoicing & Payment. All payments are due upon receipt of the Order Form and are non-cancellable and non-refundable. If End User does not pay any amount (not disputed in good faith) when due, we may charge interest on the unpaid amount at the rate of 1.5% per month (or if less, the maximum rate allowed by law). The Company may, twenty (20) days after written notice of such non-payment, suspend use of the Application until such payment is received, but you will remain obligated to make all payments due under this Agreement. End User agrees to pay Company’s expenses, including reasonable attorney’s and collection fees, incurred in collecting amounts not subject to a good faith dispute.

(c) Taxes. All Fees are exclusive of all taxes, including federal, state and local use, sales, property, value-added, ad valorem and similar taxes related to this transaction, however designated (except taxes based on the Company’s net income) which will be your responsibility and included in Company’s invoice.

7. Updates.

(a) Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your System’s settings, when your System is connected to the internet you may receive notice of or be prompted to download and install available Updates.

(b) You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

8. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such Third-Parties' terms and conditions. You also understand that this Agreement and our Privacy Policy do not apply to your use of those sites. You expressly relieve the Company from any and all liability arising from your use of any Third-Party Materials and agree that your dealings with any Third-Party Materials is only between you and such third parties. You agree that we are not responsible for any loss or damage of any sort in your dealings with such third parties.

9. Term and Termination.

(a) The term of Agreement is perpetual and commences when you pay the applicable Fee and install the Application and will continue in effect until terminated by you or Company as set forth in this Section 8.

(b) You may terminate this Agreement by deleting the Application and all copies thereof from your System and mobile devices, if any.

(c) Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion or if you violate any of the terms of this Agreement. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement or fail to pay the applicable License Fees.

(d) Upon termination: all rights granted to you under this Agreement will also terminate; and you must cease all use of the Application and delete all copies of the Application from your System (including any mobile devices, if applicable) and account.

(e) Termination will not limit any of Company's rights or remedies at law, in equity or otherwise.

10. Disclaimer of Warranties. Though we want to provide a great service, there are certain things about the Application we cannot promise. .THE APPLICATION IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Company will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Application.

Neither Company nor its affiliates will knowingly introduce any time bomb, virus or other harmful or malicious code designed to disrupt the use of the Application.

11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS DIRECTORS, OFFICERS OR AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR YOUR CONTENT FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

12. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.

13. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

14. US Government Rights. The Application is a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

15. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. No waiver shall be implied from conduct or failure to enforce or exercise rights under this Agreement. Nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claiming to have waived.

16. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of Denmark without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the courts of Denmark located in Copenhagen; or for End Users located in the United States the courts of the State of Maryland in located in Howard County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You consent to the exclusive jurisdiction and venue of courts as stated in this Clause in all disputes arising out of or relating to this Agreement.

17. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

18. Entire Agreement. This Agreement (including by incorporation, our Privacy Policy and Terms of Use Policy) constitutes the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. This Agreement is entered into after full investigation by each party, and neither party is relying on any statement or representation made by the other not embodied in this Agreement

19. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

20. California Consumer Privacy Act

“CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code §1798.100 et. seq., and its implementing regulations;

No Sale of Company Personal Information to Vendor. Company and Vendor hereby acknowledge and agree that in no event shall the transfer of Company Personal Information from Company to Vendor pursuant to the Agreement constitute a sale of information to Vendor, and that nothing in the Agreement shall be construed as providing for the sale of Company Personal Information to Vendor.

21. Data Protection & Privacy

(a) We care about the privacy of our users. We may collect, use and share personally identifiable information and non-personally identifiable information as described in our Privacy Policy as accessible at https://www.gpstrategies.com/privacy-policy/. To be clear, aside from the exceptions we identify in the Privacy Policy and this Agreement, no matter how the Application changes, we won’t share your Content with others unless: (a) you have given us permission to do so; (b) we are required to by law or by valid legal process; or (c) we need to do so in order to provide you the Application. By using the Application, you agree to the collection of such information, and to have your personal data collected, used, transferred to, and processed by us and by third parties on our behalf.

(b) We shall implement and maintain reasonable administrative, physical and technical safeguards that are designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any of your data (including any applicant or employee data furnished by you as may be held or accessed by us).

(c) To the extent that GDPR applies to the Application, we adhere to the requirements for legal processing under GDPR and will exercise data privacy stewardship on all of our sites as noted in our Privacy Policy. To the extent we process your Content in California or outside of the U.S. and such processing is not governed by GDPR, the Company shall process such in accordance with the obligations of a data processor as set forth in our Privacy Policy.

22. Notices. Company may provide notifications, whether these are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. Any notice provided to us hereunder shall be in writing to the notice address set forth in our Order Form (with a copy via email to: gplegalnotices@gpstrategies.com) and shall be deemed given: i) upon receipt, if by personal delivery; ii) upon receipt, if sent by certified or registered mail (return receipt requested); or iii) one (1) day after it is sent, if by next day delivery by a major commercial delivery service. Notices sent via email are deemed received at the time that the notices are sent.

23. Assignment. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you without our written permission, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

24. Amendment. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by a duly authorized representative of each party. Notwithstanding, we may revise this Agreement from time to time and the most current version will always be posted on our website. By continuing to access or use the Application after revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to any updated terms, please stop using the Application.

25. Force Majeure. Neither Company nor End User will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster or Internet disturbance).

26. Injunction. Nothing in this Agreement shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to protect any of our proprietary interests. Except as otherwise provided in this Agreement, all remedies are cumulative and in addition to (not in lieu of) any other remedies available to a party at law or equity.