Proprietary Rights

1 Client Data. Accent on Success acknowledges and agrees that, as between the Parties, Client exclusively owns all right, title, and interest in and to Client’s Confidential Information and the Client Data, including all intellectual property rights therein, irrespective of whether such Client Data is stored or processed through or in the Services or Platform. Client hereby grants Accent on Success a worldwide, non-exclusive, royalty free license to use, access, process, reproduce, perform, display, modify, distribute, and transmit Client Data on the Platform and in connection with providing Services to Client. Except for the limited rights and licenses granted herein by Client to Accent on Success, no other license is granted to Accent on Success.

2 Accent on Success. Except for the limited rights provided herein and expressly granted to Client, no license or other right is granted to Client, no other use of the Platform is authorized. Accent on Success shall and hereby retains all rights, title, and interest (including all intellectual and proprietary rights) in and to the Platform, the Services, including all modifications, copies, and derivative works thereof, and all Accent on Success trademarks, names, logos, all rights to patent, copyright, trade secret, and other proprietary or intellectual property rights.

3 Feedback. As related to the Platform and Services, all Client: (a) suggestions for correction, change, or modification; (b) evaluation data; (c) benchmark tests; and (d) feedback, information, and recommendations provided to Accent on Success (collectively, the “Feedback”) will be the property of Accent on Success, and Client shall and hereby does assign any rights in such Feedback to Accent on Success on an irrevocable and royalty-free basis.

4 Marks and Publicity. Accent on Success and Client trademarks, trade names, service marks, and logos, whether registered or not (“Marks”) are and shall remain the sole and exclusive property of the respective owning party, which owns all right, title, and interest therein. Accent on Success may use Client’s name and/or Marks within Accent on Success’s product literature, press release(s), social media, and other marketing materials solely to identify Client as a client of Accent on Success. Any other use by a Party of the other Party’s name and/or Marks shall require the prior written consent of such other Party.

5 Aggregate Data. Client acknowledges and hereby agrees that Accent on Success may obtain and aggregate certain technical and usage data relating to Client’s use of Accent on Success’s Platform and Services. Accent on Success may, during and after the term of this Agreement, use Client’s Aggregate Data for any business purpose, including, without limitation, (a) providing, analyzing, improving, supporting, and operating the Platform and the Services and (b) generating industry benchmarks, insights, recommendations, or similar reports for distribution and consumption by Client and other Accent on Success clients and prospects. For the sake of clarity, this section does not give Accent on Success the right to identify Client or its employees as the source of any Aggregate Data.

Confidentiality and Data Security

1 Confidentiality. During the Term of this Agreement and subject to the Terms herein, each Party will treat as confidential all Confidential Information of the other Party, will not use such Confidential Information except as expressly set forth herein or as otherwise authorized in writing, will implement reasonable security procedures to prohibit the unauthorized use, disclosure, duplication, or misuse of the other Party’s Confidential Information, and will not disclose such Confidential Information to any third party except as may be necessary and required in connection with the rights and obligations of such Party under this Agreement, and subject to the confidentiality obligations at least as protective as those set forth herein. Without limiting the foregoing, each of the Parties will use at least the same procedures and degree of care which it uses to prevent the disclosure of its own confidential information of similar importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement, but in no event less than reasonable care.

2 Exclusions. Except as otherwise provided below, Confidential Information shall not include, as applicable, Confidential Information that the Receiving Party can demonstrate: (a) is or becomes generally available to the public through no improper action or inaction by the Receiving Party; (b) was known to the Receiving Party or in the Receiving Party’s possession prior to the receipt of the Disclosing Party’s Confidential Information as demonstrated by the Receiving Party’s business records in regular course; (c) is disclosed with the prior written approval of the Disclosing Party; (d) was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information and provided that the Receiving Party can demonstrate such independent development by documented contemporaneous business records; or (e) becomes known to the Receiving Party from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights. The exclusions in this section shall not apply to Confidential Information that requires separate protection under applicable laws or regulation, including applicable privacy regulations.

3 Court Order. The Receiving Party may disclose Client Data or End User Data of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body provided that the Receiving Party shall use reasonable efforts to provide advance written notice thereof to enable the Disclosing Party to seek a protective order or injunction against such disclosure, unless prohibited from doing so by an applicable court order or of an order with similar effect. Notwithstanding the foregoing, Accent on Success shall disclose Confidential Information strictly in compliance with its Law Enforcement Policy.

4 Remedies. If either Party breaches any of its obligations with respect to confidentiality or the unauthorized use or disclosure of Confidential Information hereunder, the other Party shall be entitled to seek equitable or injunctive relief in addition to any other remedies that may be available to such Party.

5 Return. Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all tangible copies of the Disclosing Party’s Confidential Information within ninety (90) days of such request and shall, upon request, confirm such return or destruction to the other Party in writing. Notwithstanding the foregoing, the Receiving Party may retain a copy of the Disclosing Party’s Confidential Information to comply with record management requirements as well as other applicable data retention laws and regulations or internal policies. To the extent that it is impracticable to return or destroy any Confidential Information, and with respect to any copies retained for record management purposes, the Receiving Party shall continue to maintain the Confidential Information in accordance with these Terms.

6 Data Security. Accent on Success will: (a) protect the security and integrity of all Client Data that is collected, accessed, stored or received by Client in connection with Client’s use of the Platform or the provision of Services, including without limitation all End User Data in accordance with its Privacy Policy, incorporated herein by reference and available; and (b) develop, implement, and maintain a written comprehensive security program (the “Security Program”) with administrative, technical, and physical safeguards to protect the Client Data against any unauthorized disclosure or use of such data against reasonably foreseeable threats or hazards to the security and integrity of such Client Data. Throughout the Term of this Agreement, Accent on Success shall remain in compliance with applicable privacy laws and regulations as provided in the Data Processing Agreement, and shall maintain SSAE 18 SOC 1, Type 2 audit standards or their current equivalent.

7 Security Breach. In the event of unauthorized access to Client Data that affects Client Data and which would require notification to a regulatory authority (“Security Breach”), Accent on Success shall notify Client without undue delay, but no later than seventy-two (72) hours upon its discovery of a Security Breach. In the event of such a Security Breach, Accent on Success will promptly perform an investigation into the breach, take appropriate remedial measures, and provide Client with the name of a Accent on Success security representative who can be reached with security questions or security concerns throughout the scope of Accent on Success’s investigation.

8 End User Notice. If any disclosure, use or breach of any End User Data requires Client, under applicable laws or regulations, to make a disclosure to any Client authorized End User (“End User Data Breach”), Client will be solely responsible for making such disclosure, including determining the content, methods, and means of such disclosure. Accent on Success will reasonably cooperate with Client in formulating the disclosure, but Accent on Success shall not make any such disclosure at its own initiative without Client’s prior consent. To the extent an End User Data Breach is caused by or related to a breach of the Agreement by Accent on Success (or its employees, Subcontractors, Service Providers (as defined in the Data Processing Agreement), representatives or advisors), Accent on Success will pay all reasonable costs and expenses of: (a) such disclosures and notifications (including reasonable legal fees); and (b) any applicable monitoring, and reporting on the impacted individuals’ credit records or restoration of the individuals’ credit or identity for a period of one (1) year, or as otherwise may be required by applicable law.

Limited Warranties

1 General. Each Party represents and warrants that: (a) it has the full power and authority, and has obtained all approvals, permissions, and consents necessary to enter into this Agreement and to perform its obligations hereunder on behalf of each entity authorized hereunder, including all affiliates and subsidiaries of the principal entity; (b) the Agreement is legally binding and enforceable; and (c) the execution, delivery, and performance of both Parties’ obligations under this Agreement shall be performed in accordance with applicable US laws and regulations as well in accordance with the Data Processing Agreement between the Parties, where applicable.

2 Accent on Success. Accent on Success represents and warrants that: (a) the Platform and Services shall be provided in a professional and workmanlike manner and perform in material respect to the description in this Agreement and any accompanying Documentation; and (b) Accent on Success owns all rights, title, and interest in and to the Platform and Services or that Accent on Success has otherwise secured all necessary rights in the Platform and Third-Party Platforms as may be necessary to permit the access and use thereof as contemplated the Agreement between the Parties. For the avoidance of doubt, all Third-Party Platforms are provided solely in accordance with their respective terms and conditions.

3 Client. Client represents and warrants to Accent on Success that it: (a) shall perform its obligations hereunder, and that unless otherwise provided herein, Client shall review all data maintained in the Platform for accuracy and currency; and (b) owns all rights, title, and interest in and to Client Data including End User Data, or that Client has otherwise secured all necessary rights, consents, and permissions in the Client Data as shall be required to permit Accent on Success to access, use, and process such Client Data as contemplated under this Agreement.



1 Accent on Success. Accent on Success shall indemnify and defend Client, its successors, subsidiaries and affiliates, officers, directors, employees, and assigns from and against any and all losses, damages, costs, judgments, liabilities, and expenses (including reasonable attorneys’ fees) (collectively, the “Losses”) arising out of or relating to: (a) any third-party claims, demands, or proceedings (a “Claim”) asserting that the Platform, Services, or use thereof (as permitted under this Agreement) infringes or misappropriates any third party’s Intellectual Property Rights; and (b) any End User Data Breach.

2 Limitations. Accent on Success shall not have any liability or indemnification obligations to Client under these Terms to the extent that any Claims arise directly as a result of: (a) use of the Platform or Services by Client or any third party in combination with equipment, materials, products or software not authorized by Accent on Success where the Platform or Services alone would not be infringing; or (b) compliance with instructions provided by Client to Accent on Success.

3 Client. Client shall indemnify and defend Accent on Success, its successors, subsidiaries and affiliates, officers, directors, employees, and assigns from and against any and all losses, damages, costs, judgments, liabilities, and expenses (including reasonable attorneys’ fees) (collectively, the “Losses”) arising out of or relating to Accent on Success’s authorized use of any Client Data.

4 Procedure. The Party seeking indemnification will provide the other Party prompt of all Claims for which indemnity is sought hereunder and will additionally provide: (a) all related documentation in Party’s possession or control relating to such Claims; and (b) reasonable assistance to the indemnifying Party in defense of such Claims. Indemnifying Party shall control, at its sole cost and expense, the defense or settlement of all such Claims and will keep the other Party apprised of the status of all such Claims. The indemnifying Party shall have sole and exclusive control over the defense of all such Claims, including settlement of such Claims, which shall not require indemnified Party’s consent to be valid and binding on the indemnified Party. Failure by either Party to provide prompt notice of a Claim to the indemnifying Party that results in material prejudice of such Claim shall relieve the indemnifying Party of its indemnity obligation hereunder.

5 License, Replacement, or Refund. If the Platform or Services becomes the subject of a Claim as described herein, or if Accent on Success believes that the Platform or Services are likely to become the subject of a Claim, Accent on Success may, at its sole discretion and expense: (a) obtain a license from such third party for the benefit of Client; (b) replace or modify the Platform or Services so it is no longer the subject of a Claim so long as the replacement or modification performs substantially the same function as the Platform or Services at issue; or (c) if neither (a) or (b) as described in this section is commercially feasible, and in its sole discretion, Accent on Success may provide a credit or refund on any pre-paid Subscription Fees, as applicable.

Term and Termination

1 Term. The term of this Agreement shall commence upon the Effective Date and will be coterminous with the initial Order Form. If any subsequent Order Forms, Amended and Restated Orders, Additional Services Agreements, or similar ordering documents are executed by the Parties referencing this Agreement, this Agreement will continue in effect with respect to the term period of such subsequent Order Forms. The “Term” means the term of such initial Order Form and any subsequent Order Form, including renewals and extensions.

2 Termination for Cause by Client. Client shall have the right to terminate this Agreement or any Order Form, in whole or in part, for cause, as of the date specified in the notice of termination, if Accent on Success: (a) materially breaches any provision of this Agreement, which breach remains uncured for a period of thirty (30) days after receipt of written notice thereof from Client to Accent on Success; or (b) upon occurrence of an applicable SLA termination event.

3 Termination for Convenience by Client. During any Renewal Term, Client shall have the right to terminate this Agreement at its convenience, at any time, for any reason, or no reason at all by providing written notice to Accent on Success upon ninety (90) days’ notice. In the event Client terminates this Agreement for convenience, a termination fee of sixty-five (65) percent of the remaining fees and accrued but unpaid charges on the Client’s then-current term, including any and all Subscription Fees, Professional Fees, and outstanding Active Resource fees, shall become immediately due and payable (“Termination Fee”). Client’s termination shall be effective only upon receipt of such outstanding amount, and Client’s failure to remit full payment for such Termination Fee shall suspend such termination until such time as the amount is received in full by Accent on Success. If this Agreement is terminated by Client for convenience prior to the applicable expiration date for any reason other than for bankruptcy or for material breach of Accent on Success’s obligations, the Termination Fee shall be considered as liquidated damages and not as a penalty.

4 Termination by Accent on Success. In the event that: (a) Client fails to pay any Fees not disputed in good faith in accordance with this Agreement by the specified due date; and (b) Client fails to cure such failure within ten (10) days of receipt of written notice from Accent on Success of its intention to terminate for non-payment, then Accent on Success may, by written notice to Client, terminate this Agreement in its entirety. In addition, Accent on Success may, by written notice to Client, terminate this Agreement in its entirety if Client: (a) materially breaches any provision of this Agreement; or (b) materially violates a provision of this Agreement relating to use restrictions on the use of the Platform by third parties and fails to cure such breach within thirty (30) days of receipt of written notice from Accent on Success of its intention to terminate.

5 Bankruptcy. Either Party will have the right to terminate this Agreement by providing written notice to the other Party upon the occurrence of any of the following events, but only to the extent such events are not dismissed within 120 days from the date such events first occurred: (a) a receiver is appointed for the other Party; (b) the other Party makes a general assignment of all or substantially all of its assets for the benefit of its creditors; (c) the other Party commences or has commenced against it, proceedings under any bankruptcy law; or (d) the other Party ceases to do business.