Master Subscription Agreement

Last updated January 23, 2024

By accepting this agreement, either by clicking a box indicating your acceptance or by executing an order form that references this agreement, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity that will be receiving and using our services, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. In such cases, the terms “you,“ “your,“ or “customer“ shall refer to such entity and its affiliates. If you do not have such authority or do not agree with these terms and conditions, you must not accept this agreement and may not use the services.

This Agreement was last updated on January 23, 2024. It is effective between You and GitRoll as of the date of You accepting this Agreement (the “Commencement Date”).

For any questions or concerns, please contact us at jovy@gitroll.io.

1. Definitions

“Affiliate” means (a) any persons or entities that, now or in the future, directly or indirectly, control, are controlled by, or are under common control with the subject entity, or (b) any persons or entities that are acquired, managed, or operated by either party, whether by membership, stock ownership, joint operating agreement, or other substantial relationship. “Control” means, with respect to a corporation, the direct or indirect control of more than fifty percent (50%) of the voting power to elect directors thereof, or any other entity, the power to direct the management or management policies of such entity.

“Agreement” means this Master Subscription Agreement together with any Order Form, Statement of Work, and any Exhibits or Appendices that are entered into between You and GitRoll.

“Candidate” means those individuals that You have provided access to GitRoll Services.

“Customer Data” means all data, reports, information, or other materials uploaded or created by You or by Customer‘s Users on or through the Services.

“Non-Personally Identifiable Data” means Customer Data that is de-identified data, which means it does not include: (1) personally identifiable information; or (2) anonymized information capable of being re-identified.

“Order Form” means an ordering document specifying the Services to be provided to You hereunder that is entered into between You and GitRoll, and includes a description of what is being ordered, product and service specifications, quantity, price, service levels, payment terms, and order duration. Once signed by both Customer and GitRoll, each Order Form shall be incorporated by reference and subject to the terms of this Agreement.

“Services” means the products and services ordered by You under an Order Form and made available to You by GitRoll, including online services, tools, and software for pre-screening candidates using data from GitHub.

“User” means those individual(s) that are authorized by You to use the Services and to whom You have provided access to the Services having registered accounts with user identification name and password.

“You,” “Your,” or “Customer” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

2. Scope of Agreement

This Agreement sets forth the terms and conditions for Customer‘s use of the Services upon the purchase of the Services subject to an applicable Order Form. From time to time, Customer may add new Order Forms, which, upon execution by the applicable parties, will be subject to the terms and conditions of this Agreement.

2.1. Access

GitRoll shall provide Customer with access to the Services as identified in an applicable Order Form.

2.2. Named Users

No registered User account may be shared or accessed by more than one User, and Customer will not, and will not permit its Users to, share a User account with any other individual.

2.3. Hosted Maintenance and Support

GitRoll shall provide Customer with maintenance and support services.

3. Reservation of Rights

GitRoll and its third-party suppliers and partners hereby reserve all rights in and to the Services, support services, and any underlying or related software for the foregoing (collectively, the “Software”). Nothing in this Agreement will be deemed to grant any license therein. Customer is entitled to access the Services solely in accordance with the terms of this Agreement. Customer shall not decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Software. Customer shall not frame or utilize framing techniques to enclose any marks of GitRoll or its third-party suppliers or partners, or other proprietary information (including images, text, page, layout, or form), without GitRoll‘s prior written consent.

4. Customer Obligations

4.1. No Resale

The Services are to be accessed by Customer and its designated Users only, and only for Customer‘s internal business purposes, not for resale or unauthorized distribution to any third party.

4.2. Access of Service by Users

Access of Services by Users. Customer shall: (i) be solely responsible for the content of all visual, written or audible communications of its Users‘ accounts; (ii) not use the Services to send unsolicited mass mailings outside such Customer‘s organization; (iii) comply with Customer‘s data privacy policy and security rules in using the Services; and (iv) not use the Services to communicate any message or material that is harassing, libellous, threatening, obscene, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although GitRoll and its third-party suppliers and partners are not responsible for any such communications, GitRoll and its third-party suppliers and partners may delete any such communications of which GitRoll or its third-party suppliers or partners become aware of, at any time without notice.

4.3. Maintenance and Support Obligations

Maintenance and Support Obligations.GitRoll‘s obligations to provide support services are subject to the following: (a) Customer shall reasonably assist GitRoll to duplicate and resolve errors; (b) Customer shall document and promptly report all encountered errors or malfunctions related to the Services to GitRoll; and (c) Customer shall use reasonable efforts to carry out procedures to resolve errors or malfunctions within a reasonable time after such procedures have been communicated to Customer by GitRoll or by a third party acting on GitRoll‘s behalf.

5. Fees/Payment of Service/Taxes

5.1. Fees

Customer shall pay to GitRoll the fees specified in an Order Form entered into between Customer and GitRoll.

5.2. Invoicing and Payment

Unless otherwise indicated in the applicable Order Form, GitRoll shall invoice Customer in advance for all fees for the Services, and fees are nonrefundable and not subject to apportionment by Customer. All late payments shall bear interest at the lesser of the rate of 1.0% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. In addition to all other remedies available under this Agreement or at law which GitRoll does not waive by the exercise of any rights hereunder, GitRoll shall be entitled to suspend the provision of any Services if the Customer fails to pay any undisputed amounts/fees when due hereunder and such failure continues for fifteen (15) days following written notice thereof. All payments must be made in U.S. dollars.

5.3. Taxes

Customer shall pay for taxes imposed in conjunction with this Agreement, including sales, use, excise and similar taxes based on or measured by charges payable under this Agreement and imposed under the authority of federal, state, or local taxing jurisdictions. This Customer obligation specifically excludes foreign, federal, state and local taxes based upon GitRoll revenues, net income, number of employees, or corporate existence.

5.4. Pricing

GitRoll reserves the right to unilaterally determine and modify its pricing for its Services without any prior notice to Customer. Where an Order Form is in effect, the pricing for the Services shall remain as agreed for the term specified in such Order Form.

6. Data Rights, License Grant

6.1. Non-Personally Identifiable Data License and Restrictions

Subject to the terms and conditions of this Agreement, Customer agrees to and hereby grants to GitRoll a non-exclusive, worldwide, royalty-free, fully paid-up, sublicenseable license to use, reproduce, copy, modify, make derivative works of, distribute, and otherwise exploit Non-Personally Identifiable Data solely for the purposes of (i) providing the Services to Customer; and (ii) developing, enhancing and supporting the Services.

6.2. Data Ownership

Customer will retain all rights to Customer Data or other materials uploaded or created by Customer on or through the Services (“Customer Content”). By submitting, posting, or displaying Customer Data and/or Customer Content on or through the Services, which are intended to be made available to Users or Candidates, Customer grants GitRoll a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Customer Data and/or Customer Content solely in conjunction with the Services for the purpose of performing GitRoll obligations under this Agreement. Customer represents and warrants that it has all rights, power, and authority necessary to grant the rights granted herein to any such Customer Data and/or Customer Content.

7. Confidentiality

7.1. Confidential Information

“Confidential Information” means any technical or non-technical information related to the past, current, or proposed operations, products, technology, services, or business that one party (the “Disclosing Party”) discloses or otherwise makes available in any manner to the other party (the “Receiving Party”), or to which the Receiving Party may gain access in the performance of its obligations or the exercise of its rights hereunder, whether such information is disclosed orally, visually, or in writing, and whether or not bearing any legend or marking indicating that such information or data is confidential, including, without limitation, software, know-how, processes, trade secrets, manuals, reports, procedures, and methods. Confidential Information also includes proprietary or confidential information of any third party that may be in the Disclosing Party‘s possession, as well as the terms of this Agreement. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement. Unless expressly permitted by this Agreement, the Receiving Party will not disclose the Confidential Information of the Disclosing Party to any third party, except to those employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who have signed confidentiality agreements (or are otherwise under a duty of confidentiality) no less protective of Confidential Information than the terms of this Agreement. The Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and/or unauthorized use of the Disclosing Party‘s Confidential Information. Without limiting the foregoing, the Receiving Party will protect the Disclosing Party‘s Confidential Information from disclosure and/or unauthorized use in the same manner as the Receiving Party protects its own confidential or proprietary information of similar type and importance.

7.2. Exceptions

Confidential Information shall not include any information the Receiving Party can document: (a) was already lawfully known by the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party‘s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, or (ii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party‘s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

7.3. Return of Confidential Information

The Receiving Party will, at the Disclosing Party‘s option, either return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party‘s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the termination of this Agreement, whichever comes first. In addition, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 7.3.

8. Representations and Warranties

8.1. By GitRoll

8.1.1. Documentation

GitRoll represents and warrants that any and all documentation for the Services provided by GitRoll (the “Documentation”) will be accurate and complete and will be revised by GitRoll on a timely basis at no cost to Customer to reflect material changes and updates to the Services.

8.1.2. Services

GitRoll represents and warrants that the Services shall (i) function properly and in conformity with the warranties herein and the Documentation (as applicable) provided as Services hereunder, and (ii) operate on the computer hardware and software environment as identified in its Documentation relating to the Services.

8.1.3. Other

GitRoll represents and warrants that: (i) it has obtained all necessary rights to comply with its obligations under this Agreement and to allow the Customer to exercise its rights under this Agreement; (ii) there are no pending, or to its knowledge, threatened claims, demands, or litigation on the Services or Software; and (iii) GitRoll will, in the provisions of the Services and Software, comply with all applicable laws.

8.1.4. Disclaimer


9. Term and Termination

9.1. Termination

Unless earlier terminated in accordance with the termination rights set forth in this Section 9, the term of each Order Form shall be as set forth in each Order Form. Unless terminated earlier in accordance with the termination rights set forth in this Section 9, this Agreement shall commence upon the Commencement Date and remain in full force and effect until all Order Forms hereto have expired or terminated.

9.2. Termination for Cause

Either party may terminate this Agreement or the applicable Order Form upon thirty (30) days‘ prior written notice if the other party is in material breach of this Agreement or any Order Form and the breaching party fails to remedy the breach within the 30-day notice period. Any written notice under this Section 9.2 must specify in reasonable detail the nature of the alleged material breach.

9.3. Effect of Termination

Upon the expiration or termination of an Order Form: Customer will cease using the Services under such Order Form, and GitRoll will be relieved from any further obligation to provide the Services under such Order Form. The following Sections will survive any termination or expiration of this Agreement: 3 (Reservation of Rights), 5 (Fees/Payment for Services/Taxes), 6 (Data Rights), 7 (Confidentiality), 8 (Representations and Warranties), 9 (Term and Termination), 10 (Indemnification), 11 (Limitation of Liability), and 13 (Miscellaneous).

10. Indemnification

10.1. By GitRoll

Subject to Section 11.2, GitRoll shall indemnify, defend (or settle), and hold harmless Customer from and against all claims, suits, liabilities, losses, costs, damages, and expenses, including without limitation reasonable attorneys‘ fees or expenses (“Losses”), arising out of or related to any third-party claim that alleges that the Services or the Software infringe any copyright, trade secret, patent, or trademark, or any other intellectual property right (“Intellectual Property”) of any third party brought against Customer. Customer shall provide GitRoll with: (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim. The foregoing provisions of this Section 10.1 state the entire liability of GitRoll, and the sole remedy of Customer, with respect to any actual or alleged claim of infringement or misappropriation of Intellectual Property.

10.2. By Customer

Customer shall indemnify, defend (or settle), and hold harmless GitRoll from and against all Losses arising out of or related to any third-party claim that alleges that: (a) any Customer Data and/or any Customer Content infringe the Intellectual Property of any third party; or (b) Customer‘s use of any Services or Software infringe the Intellectual Property of any third party to the extent such infringement or alleged infringement is based on any misuse, unauthorized modification, or other unauthorized change to the Services or the Software made by Customer. GitRoll shall provide Customer with: (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim.

11. Limitation of Liability



11.2. Maximum Liability

GitRoll‘s maximum aggregate liability to Customer related to or in connection with this Agreement will be limited to the total amount payable by Customer to GitRoll hereunder for the six (6) month period before the date the cause of action first arose.

12. Dispute Resolution and Arbitration

12.1. Dispute Resolution

Prior to the initiation of binding arbitration as detailed below, the parties shall first attempt to resolve their dispute informally. Every effort should be made to resolve all disputes. The parties, using negotiators with authority to enter into a settlement, will use their best efforts to arrange personal meetings and/or telephone conferences as needed.

12.2. Binding Arbitration

Any controversy or claim arising out of or relating to the Agreement or the breach, termination, or validity thereof not settled through informal dispute resolution, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable relief which shall be subject to the ruling of an applicable court of competent jurisdiction, shall be settled by binding arbitration in Hong Kong, China, and administered by the Hong Kong International Arbitration Centre (HKIAC) and conducted by a sole arbitrator in accordance with the HKIAC‘s Arbitration Rules. The United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules shall govern the arbitration to the exclusion of state laws inconsistent therewith or that would produce a different result, and any court having jurisdiction thereof may enter judgment on the award rendered by the arbitrator. Except as may be required by law or to the extent necessary in connection with a judicial challenge or enforcement of an award, neither a party nor the arbitrator may disclose the existence, content, record, or results of an arbitration. Fourteen (14) calendar days before the hearing, the parties will exchange and provide to the arbitrator: (a) a list of witnesses they intend to call (including any experts) with a short description of the anticipated direct testimony of each witness and an estimate of the length thereof; and (b) pre-marked copies of all exhibits they intend to use at the hearing. Deposition for discovery purposes shall not be permitted. The arbitrator may award only monetary relief and is not empowered to award damages other than compensatory damages. A short statement of the reasoning on which the award rests shall accompany an award for $50,000.00 or more.

13. Miscellaneous

13.1. Assignment

Neither party may assign its rights or delegate its duties under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party, except that a party shall have the right to assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets upon notice to the other party. Any attempted assignment or delegation in violation of this Section 13.1 will be void. This Agreement shall be binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

13.2. Relationship

The parties hereto are independent contractors. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary, or joint venture between the parties. No party hereto (nor any agent or employee of such party) will make any representations or warranties or incur any liability on behalf of the other.

13.3. Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable, each party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the parties, the parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

13.4. Electronic Signature

Original signatures transmitted and received via electronic transmission of a scanned document (via secure email or a service such as provided by DocuSign) are true and valid signatures for all purposes hereunder and shall bind the parties to the same extent as that or an original signature.

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