Terms & Conditions

By accessing or using our website or services, you agree to be bound by these Terms. If you do not agree to
these Terms, do not access or use the website or services.

1. Eligibility

You may use the website and services only if you are at least 18 years old and are legally capable of entering
into a binding agreement.

If you access or use the services on behalf of a company, organization, or other entity, you represent and
warrant that you have authority to bind that entity to these Terms, and "you" includes that entity.

2. Scope of Services

TalentMotives provides software and related services designed to support motivation-based insights,
assessments, analytics, coaching support, and related business use cases.

Certain services may be made available only to paying customers, authorized users, or users invited by a
customer organization. Some features may be subject to additional terms, order forms, statements of work,
pilot terms, beta terms, or customer agreements.

In the event of a conflict between these Terms and a separately executed written agreement between
TalentMotives and a customer, the written agreement will control for that customer relationship.

3. Accounts and Access

To access certain services, you may be required to create an account or be provisioned an account by your
organization or a customer administrator.

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• provide accurate and current information;

• maintain the confidentiality of your login credentials;

• promptly update account information as needed; and

• notify TalentMotives promptly of any suspected unauthorized access to or use of your account.

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You are responsible for activity that occurs under your account to the extent permitted by applicable law.

TalentMotives may suspend, restrict, or terminate access to accounts that violate these Terms, create
security risk, or are otherwise used in an unauthorized or unlawful manner.

4. Acceptable Use

You agree not to, and not to permit any third party to:

• use the website or services for any unlawful, fraudulent, deceptive, or unauthorized purpose;

• access or attempt to access non-public areas, systems, or data without authorization;

• interfere with, disrupt, or compromise the integrity, security, or performance of the website or services;

• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, models, or algorithms except to the extent prohibited by law;

• upload, transmit, or distribute malicious code, malware, or harmful content;

• use the services to infringe the rights of others;

• scrape, copy, frame, mirror, or systematically extract content or data except as expressly permitted byTalentMotives;

• use the services to build or support a competing product or service; or

• misuse outputs, reports, or insights in a manner that violates applicable law or the rights of any person.

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5. Customer Organizations and Administrator Access

If you use the services through your employer or another organization, that organization may control your
access to the services and may access, use, export, or manage certain account information, content,
assessment-related information, and service data associated with your use of the services, subject to
applicable law and the organization's agreements with TalentMotives.

Your organization is responsible for its own decisions regarding user permissions, account administration, and
its use of information made available through the services.

6. Assessments, Insights, and AI Features

TalentMotives offers assessments, analytics, and AI-enabled features, including LiDi Ai, to support users and
organizations with motivation-related and workforce-related insights.

These services are intended to assist with understanding, coaching, analysis, and related business
processes. They are not guaranteed to be error-free, complete, or suitable for every use case.

You are responsible for reviewing outputs and using independent judgment before acting on them.
TalentMotives does not guarantee any particular business, hiring, retention, performance, or organizational
outcome from use of the services.

7. Beta or Early Access Features

TalentMotives may offer certain features identified as beta, pilot, early access, or experimental. Such features
may be modified, suspended, or discontinued at any time.

Unless otherwise stated in a separate agreement, beta or early access features are provided "as is" and may
have reduced functionality, limited support, or different security, backup, or availability characteristics than
generally available services.

8. Fees and Payment

Certain services require payment. If you purchase paid services, you agree to pay all applicable fees,
charges, and taxes in accordance with the applicable order form, subscription terms, invoice, or customer
agreement.

Unless otherwise stated in a separate written agreement:

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• fees are stated in U.S. dollars;

• payment obligations are non-cancelable for the committed term; and

• fees paid are non-refundable except as required by law or expressly stated otherwise.

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TalentMotives may suspend or limit access to paid services for non-payment after providing any notice
required by applicable agreement or law.

TalentMotives uses third-party payment processors, including Stripe, to process certain payments. Payment
processing is subject to the applicable third-party processor's terms and privacy practices.

9. Intellectual Property

The website and services, including all software, technology, content, designs, text, graphics, interfaces,
trademarks, logos, compilations, assessment frameworks, models, dashboards, and related materials, are
owned by or licensed to TalentMotives and are protected by intellectual property and other applicable laws.

Except for the limited rights expressly granted in these Terms, no rights, title, or interest in the website or
services are transferred to you.

Subject to these Terms, TalentMotives grants you a limited, non-exclusive, non-transferable,
non-sublicensable right to access and use the website and services for your internal lawful use or, where
applicable, your organization's internal business use.

10. Customer Content and Feedback

You retain ownership of content, data, materials, and information you or your organization submit to the
services ("Customer Content"), subject to any rights granted in a separate written agreement.

You grant TalentMotives a limited, non-exclusive right to host, use, process, transmit, and display Customer
Content as reasonably necessary to provide, maintain, secure, support, and improve the services and to
comply with law.

If you provide suggestions, ideas, comments, or other feedback, you grant TalentMotives the right to use that
feedback without restriction or obligation to you.

11. Privacy

Your use of the website and services is also governed by the TalentMotives Privacy Policy.

By using the website or services, you acknowledge that TalentMotives may collect, use, and disclose
information as described in the Privacy Policy.

12. Third-Party Services

The website or services may contain links to, integrations with, or functionality provided by third-party
services. TalentMotives does not control and is not responsible for third-party services, their content, or their
privacy, security, or business practices.

Your use of third-party services is governed by the applicable third-party terms and policies.

13. Service Availability and Changes

TalentMotives may modify, update, enhance, suspend, or discontinue all or part of the website or services
from time to time.

We do not guarantee that the website or services will be uninterrupted, error-free, or available at all times.
Scheduled maintenance, technical issues, security events, third-party outages, and other factors may affect
availability.

14. Disclaimer of Warranties

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND SERVICES ARE
PROVIDED "AS IS" AND "AS AVAILABLE."

TALENTMOTIVES DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF
COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

TALENTMOTIVES DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE SECURE,
UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY OUTPUTS
OR RESULTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR NEEDS.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALENTMOTIVES AND ITS OFFICERS,
DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS
WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY,
OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA,
OR USE, ARISING OUT OF OR RELATED TO THE WEBSITE, SERVICES, OR THESE TERMS, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY
OF TALENTMOTIVES ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THESE
TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO TALENTMOTIVES FOR
THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT
GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY, SO
SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless TalentMotives
and its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against
any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees arising out of or related
to:

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• your violation of these Terms;

• your misuse of the website or services;

• your violation of applicable law; or

• your infringement or violation of any rights of a third party.

17. Termination

You may stop using the website and services at any time.
TalentMotives may suspend or terminate your access to the website or services at any time, with or without
notice, if:

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• you violate these Terms;

• your use poses a security, legal, or operational risk;

• required fees are not paid when due; or

• TalentMotives is required to do so by law or third-party obligation.

Upon termination, your right to use the website and services will cease immediately, except for any rights
expressly stated to survive termination.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles.
Any dispute arising out of or relating to these Terms or the website or services will be resolved exclusively in
the state or federal courts located in Delaware, and each party consents to the personal jurisdiction and venue
of those courts.

Notwithstanding the foregoing, TalentMotives may seek injunctive or equitable relief in any court of competent
jurisdiction to protect its intellectual property, confidential information, or other rights.

19. Changes to These Terms

TalentMotives may update these Terms from time to time. If we make material changes, we will post the
updated Terms and update the effective date above.

Your continued use of the website or services after updated Terms become effective constitutes acceptance
of the revised Terms.

20. Contact Information

If you have questions about these Terms, please contact:

TalentMotives, Inc.
support@talentmotives.com
talentmotives.com