Karat Terms of Service

BY PLACING AN ORDER REFERENCING THESE TERMS OR BY ACCESSING OR USING THE SERVICES (IF NOT SET FORTH ON THE INITIAL ORDER DOCUMENTATION, THE FIRST DATE ON WHICH ANY SUCH ACTION OCCURS, “EFFECTIVE DATE”), YOU (“YOU” “YOUR” OR “CUSTOMER”) AND KARAT, INC. (“KARAT”, “WE”, OR “US”) ARE ENTERING INTO A LEGALLY BINDING CONTRACT AS OF THE EFFECTIVE DATE AND YOU AGREE TO BE BOUND BY AND ABIDE BY THIS AGREEMENT.

IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A LEGAL ENTITY OR ON BEHALF OF A BENEFICIARY (AS APPLICABLE), YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND/OR ANY BENEFICIARY (AS APPLICABLE), IN WHICH CASE THE TERMS “YOU” AND “YOUR” AS USED HEREIN WILL REFER TO SUCH ENTITY AND BENEFICIARY (AS APPLICABLE). IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE OR AUTHORIZE ANY USE OF THE SERVICES.

KARAT MAY MODIFY THESE TERMS FROM TIME TO TIME. IF KARAT MAKES ANY MATERIAL CHANGES TO THESE TERMS, AS DETERMINED BY KARAT AT ITS SOLE DISCRETION, KARAT WILL PROVIDE YOU WITH PRIOR WRITTEN NOTICE (INCLUDING, WITHOUT LIMITATION, BY POSTING THE MODIFIED TERMS WITH A BANNER NOTIFICATION ON ITS WEBSITE OR IN THE SERVICES AND/OR BY SENDING AN EMAIL TO THE LAST EMAIL ADDRESS PROVIDED BY YOU). BY AGREEING TO THE MODIFIED TERMS OR CONTINUING USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE MODIFIED TERMS, YOU AGREE TO THE MODIFIED TERMS.

1.1 Grant of Rights. Subject to the terms and conditions of the Agreement, during the Term (as defined below), Karat will provide Customer with a revocable, non-exclusive, non-sublicensable, non-transferable right to access and use certain Karat Materials (as defined below) and the Karat web-based application (“Karat Platform,” and collectively with the Karat Materials, “Services”), solely for Customer’s internal business purposes. The “Karat Materials” include, without limitation, assessment methods, assessment content, instructional materials, service documentation, assessment recordings or transcripts, reports summarizing the results of an assessment (the “Assessment Report”), and other similar materials, data and/or information provided or produced by Karat hereunder.

1.2 Restrictions. Except as expressly set forth in the Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (b) modify, translate, or create derivative works based on the Services; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (d) use the Services for the benefit of a third party; (e) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (f) use the Services to build an application or product that is competitive with any Karat product or service; (g) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (h) bypass any measures Karat may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services).

1.3 User Accounts. Customer is solely responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Data (as defined below) onto the Karat Platform. Each Customer employee or agent who accesses the Services must establish their own account for such access. Customer is responsible for provisioning and managing its user accounts, for its users’ actions through the Services and for their compliance with the Agreement. Customer will ensure that users keep their login credentials confidential and will promptly notify Karat upon learning of any compromise of user accounts or credentials. Customer is responsible for compliance with this Agreement by its users and for any and all (i) acts or omissions of the users with respect to the Services; (ii) activities that occur under any of the users’ accounts; (iii) any actions, or unauthorized use, by user accounts or credentials. The actions of the users with respect to the Services shall be binding on Customer.

1.4 Beta Services. Karat may provide Customer access to and use of certain features, products or services in a free or paid beta program (“Beta Services”). Such Beta Services are provided on an early access, beta basis, and may contain bugs and errors. Customer assumes all risks and costs associated with Customer’s use of the Beta Services, and Customer understands that Karat may change or discontinue the Beta Services at any time in its sole discretion. Notwithstanding anything to the contrary in this Agreement, Karat shall have no obligation to indemnify Customer for use of the Beta Services, and Karat’s liability for any claims arising from Customer’s use of Beta Services shall not exceed $1000.

3.1 Term. The term of the Agreement (the “Term”) shall commence as of the Effective Date set forth on the initial order documentation and shall continue until terminated in accordance with this section.

3.2 Termination. Either party may terminate the Agreement (a) at any time, with written notice, after the expiration or termination of all orders (subject to Customer’s obligation to pay in full any amounts still due), or (b) for cause if the other party has breached any of its material obligations under this Agreement and has failed to cure such material breach within thirty (30) days after receiving written notice of such material breach from the other party. If Karat terminates for Customer’s material breach, Customer shall remain responsible for the Fees, if any, due for the remainder of the Agreement. If Customer terminates for Karat’s material breach, Customer shall receive a refund of Fees paid, prorated based on the effective date of termination.

3.3 Survival. Except as set forth herein, all obligations of each party hereunder, and all rights granted hereunder shall terminate upon the expiration or termination of the Agreement; provided that the following sections of the Terms will survive any such expiration or termination: Sections 3.1, 4-6, 7.2, 8-10.

4.1 Confidential Information. During the Term, a party (“Recipient”) may be provided information of the other party (“Discloser”) that the Discloser designates as confidential or the Recipient knows or reasonably should know is considered by the Discloser to be confidential or proprietary in nature (“Confidential Information”). The Recipient agrees, during and after the Term, not to use any of the Discloser’s Confidential Information except for the purposes of this Agreement and not to disclose such information to any third party or to assert an ownership interest in such information. Further the Recipient agrees to take all reasonable precautions to prevent unauthorized or inadvertent disclosure of such, and to be responsible for any breach of these obligations by its officers, directors, contractors, or employees hereunder. Notwithstanding anything to the contrary, Confidential Information does not include information available to the public without restriction on its use, information rightfully provided to the Recipient by a third party under no duty to the Discloser to maintain it in confidence, information rightfully in the Recipient’s possession without restriction on use or disclosure prior to disclosure by the Discloser, or information independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information. Recipient may disclose any information that it is required to disclose in response to a court order, subpoena or other legally binding process; provided that, to the extent legally permissible, the Discloser is provided prior written notice of, and an opportunity to contest, such requirement. Neither party will disclose the terms and conditions of this Agreement to any third party, except to their bona fide prospective investors and/or acquirers. For the avoidance of any doubt, the Karat materials (exclusive of all of Customer’s Confidential Information contained therein) are Karat’s Confidential Information.

4.2 Use of Customer Name. Notwithstanding anything to the contrary, Customer hereby grants Karat the limited right to use Customer’s name and logo (a) as necessary to perform the Services, and (b) to list Customer as a customer of Karat on its website, marketing materials and/or public presentations, and the right to use the Customer logo for these purposes; provided that (i) Customer is listed in substantially the same manner as other similarly situated customers of Karat; and (ii) Karat’s use of Customer’s name and logo is in compliance with Customer’s standard trademark usage guidelines as provided to Karat from time-to-time.

5.1 Use of Customer Data. “Customer Data” means any data, content or materials transmitted via the Karat Platform by Customer to Karat. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Karat may access, use and modify Customer Data for the purposes of (a) providing the Services and any support or consultation servicesto Customer and (b) generating Aggregated Anonymous Data. “Aggregated Anonymous Data” means any data that has been aggregated or otherwise anonymized and which cannot be linked specifically to Customer or any individual Candidate or otherwise reidentified. Notwithstanding anything to the contrary, information that Karat directly collects from individuals who are subject to a Karat assessment (“Candidates”), as well as information that Karat collects regarding Candidates in connection with their use of the Services pursuant to the Karat Privacy Policy, will be considered “Candidate Data” and will not be considered Customer Data.

5.2 Data Processing Addendum. To the extent that, in connection with the Services, Customer provides any Customer Data that contains “Personal Data” as defined in the Karat Data Processing Addendum (“Karat DPA”), the Karat DPA available at https://karat.com/DPA/ shall apply. The Karat DPA is hereby incorporated into this Agreement by reference. Any terms not defined in this paragraph will have the meanings given to them in the Karat DPA.

5.3 Data Security. Karat will implement and maintain commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration or disclosure of any Customer Data. Such safeguards will include, at minimum, an industry standard information security program to safeguard such Customer Data as well as procedures to help ensure that only those with a “need to know” have access to such Customer Data. Karat will take commercially reasonable measures to investigate, contain and mitigate any incident that has or potentially has compromised the security, confidentiality or integrity of any Customer Data. Karat will also implement the security measures outlined in the Karat DPA with respect to any Personal Data within Customer Data.

6.2 Feedback. If Customer gives Karat feedback regarding improvement or operation of the Services, Karat may use the feedback without restriction or obligation. Customer‘s provision of feedback does not give Customer any intellectual property or any other right, title, or interest in or to any aspects of the Services. All feedback is provided “AS IS” and Karat will not publicly identify Customer as the source of feedback without Customer’s permission.

9.1 Indemnification by Customer. Customer agrees to defend, indemnify, and hold Karat harmless from and against all third-party claims asserted against Karat, and any judgment or liability imposed against Karat pursuant to such claims, to the extent such claims arise out of (a) Customer Data or (b) Customer’s hiring and/or employment activities and/or decisions.

The Agreement shall be construed and interpreted in accordance with the internal laws of the State of Washington, without regard to its conflict of laws principles. The Agreement represents the entire agreement between Customer and Karat with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, communications, and proposals (whether oral, written or electronic) between Customer and Karat with respect thereto. All notices under the Agreement shall be sent via electronic mail to the contact for each party set forth on the most recent order documentation, and shall be deemed to have been duly given when receipt is electronically confirmed. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, the Agreement may be amended only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; and civil or public disturbances. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (a) each party may assign the Agreement without such consent to a successor-in-interest in connection with a sale of all or substantially all of such party’s business or assets relating to the Agreement, and (b) Karat may utilize subcontractors in the performance of its obligations hereunder. Karat will be directly responsible for performance of its obligations hereunder by its subcontractors. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and neither party has any authority of any kind to bind the other in any respect. Each party acknowledges and agrees that due to the unique nature of the other party’s Confidential Information, there can be no adequate remedy at law for any breach of such party’s confidentiality obligations, which breach may result in irreparable harm to such other party, and therefore, that upon any such breach or any threat thereof, such other party shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law. If any provision of the Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of the Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.