Software as a Service Terms and Conditions

These Software as a Service Terms and Conditions (“SaaS Terms”) apply to any Software as a Service offering licensed by Client pursuant to a Client Order Form (“COF”), Statement of Work (“SOW”) or Letter of Engagement (“LOE”) on or after December 10, 2025, and are in addition to the General Terms and Conditions if the Parties are contracting via COF, the Master Services Agreement if the Parties are contracting via SOW, or the term and conditions included in the LOE if the Parties are contracting via LOE, and the applicable Product Specific Terms identified below.

For the SaaS Terms in Chinese, please click here

For the SaaS Terms in Spanish, please click here

For the SaaS Terms in Portuguese, please click here.

If applicable, please see the links below for copies of prior terms and conditions that apply to orders placed on or after the referenced date, but before the effective date above:

For additional Product/Service Specific Terms related to College Pro Architect click here.
For additional Product/Service Specific Terms related to College Pro Coach click here.
For additional Product/Service Specific Terms related to College Pro Job Profile Manager Workday App click here.
For additional Product/Service Specific Terms related to College Pro Learning Lab click here.
For additional Product/Service Specific Terms related to College Pro Multi-Source Pay Insights click here.
For additional Product/Service Specific Terms related to College Pro Pay click here.
For additional Product/Service Specific Terms related to College Pro Pay Equity Subscription click here.
For additional Product/Service Specific Terms related to College Pro Profile Manager click here.
For additional Product/Service Specific Terms related to College Pro Sell (for Microsoft Dynamics) click here.
For additional Product/Service Specific Terms related to College Pro Sell (for Salesforce) click here.
For additional Product/Service Specific Terms related to College Pro Touchstone click here.

1. DEFINITIONS

1.1 “AI System” means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

1.2 “Documentation” means user guides, documentation, and training materials regarding the Hosted Service that College Pro makes generally available to its clients.

1.3 “Employee” means: (a) Client’s employees, and (b) Client’s independent contractors who perform services on Client’s behalf and have entered into written agreements with Client no less restrictive than the Agreement. Independent contractors may not be competitors of College Pro or its parent company, subsidiaries or affiliates.

1.4 “Hosted Service” means the cloud-based solution(s) College Pro provides as described in the COF, SOW or LOE.

1.5 “Participant” means an Employee for whom Client has purchased a User License for College Pro Product or a license to be trained in one or more Programs, as applicable.

1.6 “Programs” means College Pro’s training programs and training services, including all Program Materials.

1.7 “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and derivatives thereof.

1.8 “Services” means services to be provided under the COF, SOW or LOE , including access to the Hosted Service(s), Service Support and other services, as applicable.

1.9 “Service Package” means the service support applicable to the Services provided hereunder and is described at https://www.collegepro.org/terms/service-support-level-details.

1.10 “Subscription Period” has the meaning set forth under the Term section described in the COF, SOW or LOE.

2. HOSTED SERVICE USE

2.1 Right to Use the Hosted Service. Subject to Client’s timely payment of all applicable fees, College Pro grants to Client, during the term of the corresponding COF, SOW, or LOE a non-exclusive, non-transferable license for Client’s Employees to access and use the Hosted Service for internal business purposes only (and not as a service bureau) as set forth in the Product/Service Specific Terms applicable to the licensed Service, subject to any limitations set forth in the Agreement.

2.2 Use Restrictions. Client shall not, directly or indirectly: (a) use the Hosted Service or College Pro Materials to develop any product or service that competes with the Hosted Service, or that incorporates similar ideas, features, or functionality; (b) license, sublicense, sell, transfer, distribute, lease, rent, loan, pledge, or otherwise make the Hosted Service or College Pro Materials available to any third party; (c) share or combine User Licenses among multiple employees; (d) use the Hosted Service to operate as a service bureau; (e) modify, translate, create derivative works of, decrypt, decompile, disassemble, reverse engineer, or attempt to access the source code, ideas, techniques, or algorithms of the Hosted Service or College Pro Materials; (f) download, copy, publish, disclose, transmit, or provide any data or College Pro Materials to third parties, or load data into third-party systems, without College Pro’s prior written consent and execution of its standard non-disclosure agreement; (g) use the Hosted Service or College Pro Materials for any unauthorized purpose or in violation of applicable law. Client will be liable for all breaches of these restrictions by its employees, subcontractors, or agents.

2.3 Suspension of Access to Hosted Service. College Pro may suspend Client’s access to the Hosted Service at any time: (a) to prevent damage to, or degradation of, College Pro’s network integrity; (b) if Client has failed to pay any amounts for thirty (30) days after College Pro notifies Client of past due amounts; (c) if Client has breached the Agreement in a way that affects College Pro’s provision of the Hosted Service or infringes on College Pro’s or any third party’s intellectual property rights; or (d) if Client violates applicable laws, any obligations of confidentiality or privacy to any third party, or governmental regulations, or is subject to a court order requiring suspension. If suspended, College Pro will promptly restore use of the Hosted Service to Client after the event giving rise to the suspension has been resolved to College Pro’s reasonable satisfaction. Any accounts that are restored after suspension under subsections (b), (c) or (d) may be subject to College Pro’s then-current reactivation fees. Client is not entitled to a refund or credit on any fees if access to the Hosted Service is suspended under subsections (b), (c) or (d).

2.4 Client Use of Artificial Intelligence. Client may input College Pro Material and derivatives into an AI System provided that the AI System is in a controlled, non-public environment (e.g. “Walled Garden”) where access is restricted to authorized staff, and the AI System is not being trained with College Pro Material or derivatives. All outputs derived from inputting College Pro Material into such AI System will be subject to the same License granted in this Agreement.

3. DATA

3.1 Client Content. To facilitate College Pro’s performance of its obligations under the Agreement, Client grants to College Pro during the Term a limited license to use, process and reproduce, any information or data related to Client that is input or uploaded into the Hosted Service by Client, provided by Client to College Pro for entry by College Pro into the Hosted Service, or otherwise provided to College Pro by Client pursuant to the Agreement (the “Client Content”).

3.2 Usage Data. College Pro may collect metrics and usage data arising out of Client’s use of the Hosted Service (e.g. login/logout times, downloads, crash data, length of access and usage, etc.) (“Usage Data”), which may be used to provide additional services and reporting to Client. College Pro will only use Usage Data that is not aggregated and/or de-identified to provide Services to Client.

3.3 College Pro Data. Usage Data that is de-identified and aggregated (collectively “College Pro Data”) may be used for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide College Pro’s products and services. College Pro will not use the College Pro Data in a way that identifies Client, Client’s customers, or an individual as the source of any College Pro Data. College Pro Data does not constitute Client’s Confidential Information and College Pro may use, reproduce, distribute, and prepare derivative works from the College Pro Data and may provide the College Pro Data to third parties. .

3.4 Rights Notices. Client will not remove any notices or legends that appear in the Services, Documentation, or on any output of the Services, that either identify College Pro as the owner, or provide notice of the confidential and proprietary nature of the materials and their contents, including copyright notices, trademark symbols and notices, and notices that the materials are “confidential” or “proprietary.” Client’s obligation not to remove any notices applies in all circumstances, including when Client copies or distributes materials as permitted by the Agreement.

4. PROPRIETARY RIGHTS.

The Services, Programs, the College Pro Data (excluding any Client Content included therein), and any modifications, configurations, enhancements or derivative works thereof to any of the foregoing (including all intellectual property rights in or to any of the foregoing), are and remain the exclusive property of College Pro or its licensors. No licenses or rights are granted to Client except for the limited rights expressly granted in the COF, SOW or LOE.

5. FEES.

5.1 Fees for use of the Services are set forth in the applicable COF, SOW, or LOE. Unless otherwise set forth in the Product/Service Specific Terms or the COF, SOW, or LOE, Fees will be invoiced upon execution of the applicable agreement, and annually in advance for renewals, and as additional services or licenses are added. Fees are non-cancellable and non-refundable regardless of whether Client uses the Services during the Term. If Client has received a discounted Fee in connection with a multi-year commitment, and fails to pay the Fee for subsequent years when they are due, College Pro will invoice Client the difference between the standard fee and the discounted fee paid for previous years.

5.2 Fees for Other Services and Expenses. The Fees for Other Services, if applicable, will be set forth in the COF, SOW, or LOE. College Pro assesses an administrative charge of professional fees. All fees are non-contingent, non-transferable, and non-refundable unless specifically stated otherwise in the COF, SOW, or LOE. College Pro will invoice direct out-of-pocket expenses, including consultant travel, accommodation and meals, courier, shipping, reproduction, and video-conferencing, on a monthly basis as incurred.

6. WARRANTIES.

6.1 College Pro warrants that the Hosted Service will substantially perform in accordance with the Documentation and that Services will be performed in a professional and workmanlike manner. As Client’s sole remedy for defective Services, College Pro will repair or replace such Services. College Pro represents and warrants that it will exercise commercially reasonable efforts, including the use of industry standard methods to detect and protect the Hosting Service and other electronically delivered materials against malicious program code insertions, and College Pro will not knowingly introduce into the Hosting Service or other electronically delivered materials any virus or other malicious code.

6.2 EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 6, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. KORN FERRY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KORN FERRY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.

7. TERM AND TERMINATION

7.1 Term. Notwithstanding anything to the contrary in the Agreement, the COF, SOW or LOE may not be terminated for convenience. The initial subscription period begins on the Start Date and continues for three (3) years (unless a different End Date is set forth on the COF, SOW or LOE) (the “Initial Term”). Thereafter, subscriptions will automatically renew for the length of the Initial Term (each a “Renewal Term”) at College Pro’s then-current rates unless either party provides notice of termination at least thirty (30) days prior to the expiration of the then-current term (the Initial Term and any Renewal Terms are collectively the “Subscription Period”). Client’s notice of termination must include written verification, executed by a corporate officer, that all College Pro Material and Derivatives: (i) are no longer being used by Client; and (ii) have been destroyed in accordance the Agreement. Client is responsible for all Fees due until the effective date of termination. Unless otherwise set forth in the corresponding COF, SOW, or LOE, all payments are non-refundable and all Services are non-cancelable during any current term unless Client terminates due to College Pro’s uncured material breach of the Agreement.

7.2 Effects of Termination. Upon the termination or expiration of the Agreement for any reason: (a) the license granted to Client in Section 2.1 (Right to Use the Hosted Service) will terminate; (b) Client may not access the applicable Hosted Service; and (c) all amounts owed to College Pro under the Agreement will become immediately due and payable. The following provisions of these SaaS Terms will survive any termination of the Agreement: 3 (Data), 4 (Proprietary Rights), and 5 (Fees).

8. RESCHEDULING

8.1 If other Services are included in the COF, the following Rescheduling policy will apply. College Pro will schedule and commit personnel and resources to provide the Services. College Pro understands that Client’s business conditions may change; however, rescheduling on short notice impacts College Pro’s business and its ability to provide outstanding service to all of its customers. Client may reschedule the provision of such Services by paying the following fees in addition to the associated fees for any Services rendered. These fees are a genuine pre-estimate of College Pro’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for College Pro for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties. If Client fails to provide College Pro with documentation, information, or access to its personnel that impacts College Pro’s ability to meet the completion date or Client otherwise delays the completion date, College Pro reserves the right to charge Client a rescheduling fee as set forth below.

a) If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

b) If rescheduling 20 or fewer business days before the scheduled program, meeting or session, rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

c) “Actual Expenses” means amounts College Pro pays to others in anticipation of the Services (e.g., hotels, airlines) that College Pro cannot recover on its termination of the bookings or that College Pro incurs due to changes or cancellations. College Pro will charge Client for costs incurred for any materials College Pro prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

APPENDIX A to SaaS TERMS Service Level Commitment

The following Service level commitments regarding availability of the Hosted Service apply to the Hosted Service(s), except for College Pro Sell.

1. Service Level Commitment: 98% Uptime based on User access

College Pro will use commercially reasonable efforts to make the Hosted Service available with a Monthly Uptime Percentage of at least 98% during any month (the “Service Level Commitment”), subject to the SLC Exclusions.

2. Definitions:

“Maintenance” means scheduled Unavailability of the Hosted Service, as announced prior to the Hosted Service becoming Unavailable.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Hosted Service was Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLC Exclusion.

“SLC Exclusions” mean the exclusions identified in subsection (c) below.

“Unavailable” and “Unavailability” mean a period of time during which the Service or Client Data is not running or is inaccessible to Client due to College Pro’s fault.

3. SLC Exclusions

The Service Level Commitment does not apply to any outage that results from or is caused by:

i. A suspension or remedial action as described in the SaaS Terms;

ii. Factors outside of College Pro’s reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of College Pro’s network;

iii. Any actions or inactions of Client or any third party;

iv. Client’s environment including firewall, network, infrastructure, equipment, software or other technology or of any third party (other than third party equipment within College Pro’s direct control);

v. Failures of the Services not attributable to Unavailability;

vi. Maintenance; or

vii. Emergency maintenance which by its nature protects Client data from damages, loss or exposure.

PRODUCT/SERVICE SPECIFIC TERMS & CONDITIONS – SAAS

These Product/Service Specific Terms and Conditions apply only to the applicable Product/Service and are in addition to the other terms and conditions applying to the COF. If the Parties are contracting via COF, any conflicts between the applicable terms will be resolved in the following order of priority: (1) Product/Service Specific Terms and Conditions, with respect to the applicable Product(s)/Service(s) only; (2) the SaaS Terms and Conditions; and (3) the General Terms and Conditions.

KORN FERRY ARCHITECT

If the COF includes College Pro Architect the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Grant of License. Upon the execution of the COF and payment of the Subscription Fee, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the College Pro Architect portion of the Hosted Service during the Term and in accordance with the Agreement. Use of the College Pro Architect Hosted Service is limited to the number of Employees referenced in the COF. Client will not use the Services or College Pro Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (a) create printed and electronic materials derived from or incorporating the text of the College Pro Material (collectively, the “Derivatives”); (b) reproduce the Derivatives in paper and electronic form; (c) use and provide access to the College Pro Material and Derivatives for the number of Employees listed on COF; and (d) use and display the College Pro Material and Derivatives for Client’s internal business purposes only. Absent any additional license, neither the College Pro Material nor the Derivatives of the Content Library may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s). Unless otherwise authorized by College Pro in writing, only Client’s Employees may access the Services or utilize the College Pro Material.

2) College Pro will provide a unique password to each user; these are College Pro confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify College Pro of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

3) College Pro Architect enables users to support the design, maintenance and administration of job analysis and evaluation programs. College Pro Architect requires a subscription to Profile Manager and Content Library.

4) Client Data. Use of College Pro Architect requires the collection of Client Data, for which the following terms and conditions apply:

a) “Client Data” means job title, division, business units, functions, location, representation of salary and benefits, gender, and any other data extracted from Client’s HR systems submitted via digital file(s) to College Pro related to incumbents in Client’s organization.

b) Delivery of College Pro Architect offerings is contingent on timely submission of Client Data to College Pro. Submission of Client Data will be in accordance with College Pro’s schedule as communicated to Client. Despite College Pro’s review, the client remains accountable for the accuracy, completeness, and adequacy of their data. Problems, omissions or errors relating to information quality and/or delays in providing such information may result in a delay in the project delivery date, and/or an increase in fees.

c) Client represents and warrants that it owns Client Data, has the right to provide Client Data to College Pro as contemplated under the Agreement, and Client’s provision of Client Data will not violate any third party’s rights. Client’s Data must not infringe upon the rights of others, must not contain any unlawful content. Client Data must not include any sensitive personal information unless Client has the right to provide such information.

d) Client Data will be treated in accordance with College Pro’s Global Privacy Policy, which is available on College Pro’s website and incorporated into the Agreement by reference. College Pro may archive, manipulate, use and include Client Data in College Pro’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide College Pro’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Client permits College Pro to include Client’s company name as a participant in products and services.

e) College Pro’s use of Client Data as described herein is not prohibited by any confidentiality provisions of the Agreement, any non-disclosure or other Agreement between the Parties.

KORN FERRY COACH

If the COF includes College Pro Coach the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “User License” means a license purchased by Client for one Employee to use the Coach application during the Subscription Period.

2) Grant of License.

a) Subject to Client’s timely payment of applicable fees, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the Hosted Service for internal business purposes only (and not as a service bureau). Use of the Hosted Service is limited to the number of User Licenses purchased by Client and is dependent upon Client’s timely provision of list of Participants, documentation, information, access to its personnel and cooperation College Pro reasonably requires to provide the Services. Upon registration, User Licenses may not be transferred to any other Employee.

b) Each Participant will be granted access during the Subscription Period to the Hosted Service to schedule coaching opportunities and review reinforcement materials available on the College Pro platform for coaching.

c) Individual coaching sessions with a College Pro coach are available for an additional fee.

3) Rescheduling – Coaching Sessions

a) If a Participant cancels with less than 24 hours’ notice three times or otherwise fails to attend three scheduled coaching sessions during any 12-month period, College Pro reserves the right to remove such Participant from the related Program and terminate such Participant’s access to College Pro Coach without refund.

b) If more than 10 Participants exhibit such behavior over any 12-month period, College Pro reserves the right to invoice Client for coach hours that could not be re-assigned to other College Pro clients. Client is obligated to pay such invoices according to their agreed payment terms.

KORN FERRY JOB PROFILE MANAGER WORKDAY APP

If the COF includes College Pro Job Profile Manager Workday App, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Client’s HCM” means the Workday Human Capital Management system Client uses to host College Pro Job Profile Manager Workday App.

b) “College Pro Job Profile Manager Workday App” means College Pro’s proprietary application that Participants may use via Client’s HCM here referenced as “College Pro Job Profile Manager Workday App”.

2) Grant of License. Subject to Client’s timely payment of applicable fees, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use College Pro App with the Workday application during the Subscription Period and in accordance with this Agreement. Use of College Pro Job Profile Manager Workday App is limited to the number of User Licenses indicated in the COF. During the Subscription Period, Client may: (a) create printed and electronic materials derived from or incorporating the text of the College Pro Materials (collectively, the “Derivatives”); (b) reproduce the Derivatives in paper and electronic form; (c) use and provide access to the College Pro Materials and Derivatives for the number of Employees with User Licenses; and (d) use and display the College Pro Materials and Derivatives for Client’s internal business purposes only. Unless College Pro otherwise authorizes in writing, only Employees may access the Services or utilize the College Pro Materials or Derivatives.

a) Client must keep an active subscription to the Profile Manager for the entire duration of the Term of the College Pro Job Profile Manager Workday App license. Client acknowledges that any lapses or termination of the Profile Manager subscription may result in the suspension or limitation of the services provided under this agreement and may cause loss of data in the Client’s HCM.

b) Client is permitted to integrate College Pro Materials exclusively in the following Workday Modules:

Workday Core HCM
Workday Skills Cloud
Workday Talent Optimization
Workday Recruiting
Workday Learning
Workday Journeys

c) Restriction on Integration. Client is prohibited from integrating College Pro Material into any other Workday Application or Modules, including but not limited to the PRISM Module, without prior written approval from College Pro.

3) Data Security and Service Level Commitment. Notwithstanding anything to the contrary in the Agreement, data security and any service level (e.g., uptime) commitments with respect to College Pro Job Profile Manager Workday App application as hosted on Client’s HCM, will be governed by Client’s agreement with Client’s HCM provider.

4) AI Systems. Client may input College Pro Material and derivatives into an AI System provided that the AI System is in a controlled, non-public environment (e.g. “Walled Garden”) where access is restricted to authorized staff, and the AI System is not being trained with College Pro Material or derivatives. All outputs derived from inputting College Pro Material into such AI System will be subject to the same License granted in this Agreement. Notwithstanding the foregoing, for purposes of this Agreement, Client may use and input College Pro Materials, Customizations and Derivatives, including New Materials that contain College Pro Materials, into Workday’s Skills Cloud environment.

5) Rights Notices. Client will not remove any notices or legends that appear in the College Pro Job Profile Manager Workday App, Documentation, or on any output of the College Pro Job Profile Manager Workday App, that either identify College Pro as the owner, or provide notice of the confidential and proprietary nature of the materials and their contents, including copyright notices, trademark symbols and notices, and notices that the materials are confidential or proprietary. Client’s obligation not to remove any notices applies in all circumstances, including when Client copies or distributes materials as permitted by this Agreement.

6) Personal Data. While it is unlikely and not a requirement for the provision of Services, Employee may share Personal Data (as defined by Master Service Agreement) with College Pro including email address, first and last name. Personal Data will be processed and protected in accordance with College Pro’s Privacy Policy, as applicable.

7) Proprietary Rights. The College Pro Job Profile Manager Workday App, College Pro Materials, the College Pro Data (excluding any Client Data included therein), and any modifications, configurations, enhancements or derivative works thereof to any of the foregoing (including all intellectual property rights in or to any of the foregoing), are and remain the exclusive property of College Pro. No licenses or rights are granted to Client except for the limited rights expressly granted in this Agreement.

8) Data Reporting from Client. College Pro may request that Client run and provide College Pro reports from College Pro Job Profile Manager Workday App in order to provide certain services to Client. This information may be used by College Pro to assist Client with adoption, reinforcement, analyzing ROI, tracking progress and change management, or in periodic review meetings as agreed by the Parties. Client’s decision not to provide requested reports to College Pro may hinder College Pro’s ability to provide certain consulting services and assistance with College Pro Job Profile Manager Workday App.

9) Service and Support. Client must contact College Pro for technical support for College Pro Job Profile Manager Workday App prior to contacting Client’s HCM provider.

a) College Pro will provide support to Client’s HCM administrator through the College Pro Digital Global Support Team Monday through Friday 9 am – 5 pm US ET except College Pro Holidays. Client’s HCM administrator(s) will be responsible for providing direct support to Client Employees.

b) Issues should be reported by the Client’s HCM administrator to the Global Support Team via email. The Global Support Team will respond to inquiries for support within one (1) business day. All support services will be provided in English. College Pro will provide the Global Support contact email to Client upon engagement launch.

10) Client Obligations. Client represents and warrants that it has an active agreement with Client’s HCM provider that includes all rights necessary to use Client’s HCM, and that entering into this Agreement will not breach any agreement to which Client is a party. Client will provide all information necessary for College Pro to provide the Services, which may include but is not limited to user details, screenshots, and other account information for Client’s HCM. Client is responsible for configuration of their Sandbox, Development, Preview and Production tenants.

11) Term and Termination. This Section 11 of these Product Specific Terms apply to College Pro Job Profile Manager Workday App in lieu of Section 7 (Term and Termination) of the SaaS Terms.

a) Notwithstanding anything to the contrary in the Agreement, the College Pro Job Profile Manager Workday App subscription may not be terminated for convenience. The College Pro Job Profile Manager Workday App subscription needs to be coterminous with Workday Universal Main Subscription Agreement (“Workday Term”). The College Pro Job Profile Manager Workday App subscription begins on the Start Date and continues for the remainder of the Workday Term.

b) Termination of Client’s HCM Provider Relationship.

i) If Client’s access to Client’s HCM is suspended by Client’s HCM provider for any reason, the College Pro Job Profile Manager Workday App License and right to access College Pro Job Profile Manager Workday App will be suspended immediately for the same duration. If Client’s agreement with Client’s HCM provider terminates or expires for any reason, the College Pro Job Profile Manager Workday App License will terminate simultaneously with termination of Client’s right to use Client’s HCM. Suspension or termination of Client’s HCM agreement will not create any liability of College Pro or Client’s HCM provider for any refund or damages.

ii) If Client’s HCM provider terminates its agreement with College Pro (if applicable), or otherwise no longer permits the use of College Pro Job Profile Manager Workday App on its platform, College Pro may terminate the College Pro Job Profile Manager Workday App License upon 15 days written notice.

iii) If College Pro and Client’s HCM provider mutually agree to discontinue College Pro Job Profile Manager Workday App via the Client’s HCM, College Pro may terminate the College Pro Job Profile Manager Workday App License upon 60 days written notice.

iv) If the College Pro Job Profile Manager Workday App License is terminated under Section 11(b)(1), Client will not be entitled to receive any credit or refund of prepaid Fees for the remaining, unused portion of the Subscription Period.

v) If the College Pro Job Profile Manager Workday App License is terminated under Section 11(b)(ii) or 11(b)(iii), College Pro will, as Client’s sole and exclusive remedy, provide a pro-rated refund for the unused portion of the Subscription Period.

c) Except as set forth in Section 11(b), or Client terminates due to College Pro’s uncured material breach of the Agreement, all fees are non-contingent, non-transferable, and non-refundable. Client will not be entitled to receive any refund or credit for Services not utilized during the Subscription Period.

12) Effects of Termination.

a) Upon the termination or expiration of the College Pro Job Profile Manager Workday App License or the Agreement as a whole, for any reason: (a) Client may not access the applicable College Pro Job Profile Manager Workday App; and (b) all amounts owed to College Pro under this Agreement will become immediately due and payable. The following provisions of the SaaS Terms will survive any termination of the Agreement: 3 (Data), 4 (Proprietary Rights), and 5 (Fees). The following provisions of these Product Specific Terms will survive any termination of the Agreement: 8 (Proprietary Rights) and 11(b) (Termination of Client’s HCM Provider Relationship).

b) Client must promptly cease use, and destroy all existing copies, of the College Pro Material and the Derivatives. Licensee may retain one copy of the Derivatives for archival purposes only. Client may also retain those Derivatives that are a part of Client’s personnel files to maintain employee history. No other use of the College Pro Material or Derivatives after termination of this Agreement is permitted. Client’s termination notice must include written verification, executed by a corporate officer, that all College Pro Materials and Derivatives: (a) are no longer being used by Client; and (b) have been destroyed in accordance with this Agreement. Client is responsible for all Fees due until the effective date of termination.

13) Notwithstanding anything to the contrary in the Agreement, if during the Term College Pro is no longer making the Service(s) commercially available, College Pro may provide 120-days’ notice of its intent to discontinue the Service(s). In the event such notice is given, Client will receive a credit for the pro-rated portion of any prepaid unused fees for the discontinued Service(s) which must be used during the Term. Credits may be applied towards any College Pro Product or Service(s). The Parties must sign a Change Order for any Products or Service(s) outside the scope of the Agreement. Client is responsible for all fees due until the effective date of termination.

KORN FERRY LEARNING LAB

If the COF includes College Pro Learning Lab, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Services/License Grant

a) Subject to Client’s timely payment of applicable fees, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the Programs to train the Participants and for Participants to access microlearning and AI roleplay and Feedback tools.

b) Access to College Pro Hosted Programs will be subject to the terms and conditions of the applicable third-party Learning Management System (“LMS”).

c) Upon the expiration of the Subscription Period, Client must destroy and remove from its internal systems any Program Materials in its possession, in any format, with no copy being retained by Client. Notwithstanding the foregoing, Participants may retain their Program Materials indefinitely for their own personal reference.

d) Learning Lab – This feature is only available to clients who have purchased College Pro Assess (Professional Development and/or College Pro Leadership Assessment). AI roleplays are for development purposes only and scores should not be used for employment decisions.

KORN FERRY MULTI-SOURCE PAY INSIGHTS

If the COF includes College Pro Multi-Source Pay Insights, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

Products	Multi-Source Pay Insights
Description	Multi-Source Pay Insights provides College Pro Pay subscribers with market-aligned pay data that includes salary benchmarks from multiple sources, including job postings, market trends, and traditional surveys in College Pro Pay

1) Services/License Grant

Subject to Client’s timely payment of applicable fees, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the Multi-Source Pay Insights portion of the Hosted Service in accordance with this Agreement. Client will not use the Services or College Pro Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period Client is allowed to: (i) create printed and electronic materials derived from or incorporating the text of the College Pro Material (collectively, the “Derivatives”); (ii) reproduce the Derivatives in paper and electronic form; (iii) use and provide access to the College Pro Material and Derivatives for the Number of Employees listed on the COF; and (iv) use and display the College Pro Material and Derivatives for Client’s internal business purposes only. Unless otherwise authorized by College Pro in writing, only Employees may access the Hosted Service or utilize the College Pro Material.

KORN FERRY PAY

If the COF includes College Pro Pay, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

2) Subscription. The Subscription is limited, non-exclusive, non-transferable, and for Client’s internal use only. All offerings include unlimited access for unlimited users during the Subscription Period. College Pro will provide a unique password to each user; these are College Pro confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify College Pro of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

3) Service Period. Survey source services included under the Service Support of the Pay Data Aggregation tool will begin on the Start Date of the COF and continue for the Term. Client must use all survey source services purchased under this COF by the end of the Term. Client will forfeit, and will not receive a refund or credit for any unused survey source services. Additional survey source services may be purchased separately at any time during the Term by email order. College Pro will invoice the additional survey source services purchased on a monthly schedule.

4) Client Data.

a) Delivery of College Pro Pay offerings is contingent on timely submission of Client Data to College Pro. During the Term, Client must provide compensation and benefits data to College Pro annually and within 60 days from receiving the data from College Pro, in College Pro’s required format at the level of use (e.g., if a Client subsidiary purchases data to be used throughout the entire company, Client must provide data for the entire company). Submission of Client Data will be in accordance with College Pro’s schedule as communicated to Client. Despite College Pro’s review, the client remains accountable for the accuracy, completeness, and adequacy of their data. Problems, omissions or errors relating to information quality and/or delays in providing such information may result in a delay in the project delivery date, and/or an increase in fees. Client’s failure to submit Client Data is a material breach of the Agreement which gives College Pro the right to terminate access to online products and charge our non-participant rate (3 times the Fees set forth in the COF).

b) Client represents and warrants that it owns Client Data, has the right to provide Client Data to College Pro as contemplated under the Agreement, and Client’s provision of Client Data will not violate any third party’s rights. Client’s Data must not infringe upon the rights of others, must not contain any unlawful content. Client Data must not include any sensitive personal information unless Client has the right to provide such information.

c) Client Data will be treated in accordance with College Pro’s Global Privacy Policy, which is available on College Pro’s website and incorporated into the Agreement by reference. College Pro may archive, manipulate, use and include Client Data in College Pro’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide College Pro’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Client permits College Pro to include Client’s company name as a participant in products and services.

d) College Pro’s use of Client Data as described herein is not prohibited by any confidentiality provisions of the Agreement, any non-disclosure or other Agreement between the Parties.

5) The Data Aggregation price, if applicable, reflects a global subscription and is only available for countries/regions with a corresponding and active College Pro Pay Premium or Total Reward Subscription. Data Aggregation Service prices reflect the fees associated for all survey sources managed on College Pro Pay and must be purchased separately by country. Only one service level can be purchased per country.

6) College Pro Pay consists of master pay database, Rewards Benchmark, Rewards Health Check, access to the country’s standard and industry report (reports vary by country; reports are not updated during an annual subscription period), and access to the College Pro Pay tool.

7) A Peer Group is a group of organizations selected by Client for use in obtaining relevant remuneration information for that predefined list of organizations. Every Peer Group must contain a minimum of 10 organizations. Client may create up to 20 peer groups per country subscription during the term of this contract.

8) Client will not download, copy, publish, disclose, create derivative works of, disassemble, decompile or otherwise attempt to reverse engineer College Pro Materials, nor will Client permit any other person to do so. Client will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of the College Pro Materials or any copy thereof. Except as specifically authorized by College Pro in advance in writing, Client may not use the College Pro Materials for any other purpose for itself or for any third party. Client may not pass any data or College Pro Materials to third parties or load data into third party systems until Client and the third party have signed College Pro’s standard non-disclosure agreement. Client will be liable for all violations of these restrictions by its Employees, subcontractors, or agents.

KORN FERRY PAY EQUITY SUBSCRIPTION

If the COF includes College Pro Pay Equity Subscription, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

2) Subscription. This subscription is limited, non-exclusive, non-transferable, and for Client’s internal use only. All offerings include unlimited access for unlimited users. College Pro will provide a unique password to each user; these are College Pro confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify College Pro of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

3) Client Data. Submission of Client Data will be in accordance with College Pro’s schedule as communicated to Client. Despite College Pro’s review, the client remains accountable for the accuracy, completeness, and adequacy of their data. Problems, omissions or errors relating to information quality and/or delays in providing such information may result in a delay in the project delivery date, and/or an increase in fees. Client’s failure to submit Client Data is a material breach of this Agreement which gives College Pro the right to terminate access to online products and charge our non-participant rate (3 times the fees quoted in this agreement). Submission of Client Data is required for all items purchased under this agreement. During the College Pro Pay Equity Term, Client must provide compensation and benefits data to College Pro annually in College Pro’s required format at the level of use (e.g., if a Client subsidiary purchases data to be used throughout the entire company, Client must provide data for the entire company).

4) Client represents and warrants that it owns Client Data, has the right to provide Client Data to College Pro as contemplated under this Agreement, and Client’s provision of Client Data will not violate any third party’s rights. Client’s Data must not infringe upon the rights of others, must not contain any unlawful content. Client Data must have the rights and permissions to provide any sensitive personal information to College Pro. Client agrees not to rely solely on the Services, New Materials, or College Pro Materials for any decisions regarding its employees or candidates related to compensation, employment status, or job opportunities.

5) California Data. To the extent that Client’s provision of personal information to College Pro under the Agreement is subject to the California Consumer Privacy Act and its implementing regulations (as amended from time to time, “CCPA”), specifically CCPA Section 1798.100(d) (with any such data being referred to as “California Data”): (a) Client is making the California Data available to College Pro only for the limited and specified purposes set forth in the Agreement, and College Pro will not use California Data received from Client for any other purpose, except as otherwise permitted by the CCPA; (b) College Pro will comply with its respective CCPA obligations and will provide the same level of privacy protection to California Data received from Client as required of businesses under the CCPA; (c) College Pro may take reasonable and appropriate steps to ensure that the California Data provided by Client is processed by College Pro consistent with Client’s obligations under the CCPA; and (d) College Pro will notify Client if it determines that it can no longer meet its CCPA obligations, and Client has the right to take reasonable and appropriate steps to stop and remediate unauthorized use of California Data provided by Client to College Pro.

6) Client Data will be treated in accordance with College Pro’s Global Privacy Policy, which is available on College Pro’s website and incorporated into the Agreement by reference. College Pro may archive, manipulate, use and include Client Data in College Pro’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide College Pro’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Client permits College Pro to include Client’s company name as a participant in products and services.

7) College Pro’s use of Client Data as described herein is not prohibited by any confidentiality provisions of this Agreement or any non-disclosure or other agreement between the Parties. Client will not download, copy, publish, disclose, create derivative works of, disassemble, decompile or otherwise attempt to reverse engineer College Pro Materials, nor will Client permit any other person to do so.

8) Client will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of the College Pro Materials or any copy thereof. Except as specifically authorized by College Pro in advance in writing, Client may not use the College Pro Materials for any other purpose for itself or for any third party. Client may not pass any data or College Pro Materials to third parties or load data into third party systems until Client and the third party have signed College Pro’s standard non-disclosure agreement. Client will be liable for all violations of these restrictions by its Employees, subcontractors, or agents.

9) The Services are intended to be used for Client’s internal pay equity analysis only. The reports generated by the Services are not intended to be used as Client’s submission in connection with any applicable pay equity or pay reporting requirements. Use of the Services does not guarantee that Client’s compensation practices will be in compliance with any applicable pay equity or pay reporting requirements. Client acknowledges there are several methods to perform pay equity analysis and College Pro makes no guarantee that the analysis performed as part of the Services meets the requirements of any applicable pay equity or pay transparency legislation. Any suggestions provided by the Services with respect to pay gaps do not constitute legal advice. The Services are not privileged and should not be relied upon as such.

KORN FERRY PROFILE MANAGER

If the COF includes College Pro Profile Manager, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Grant of License. Upon the execution of the COF and payment of the Subscription Fee, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the College Pro Profile Manager portion of the Hosted Service during the Term and in accordance with the Agreement. Use of the College Pro Profile Manager Hosted Service is limited to the number of Employees referenced in the COF. Client will not use the Services or College Pro Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (i) create printed and electronic materials derived from or incorporating the text of the College Pro Material (collectively, the “Derivatives”); (ii) reproduce the Derivatives in paper and electronic form; (iii) use and provide access to the College Pro Material and Derivatives for the number of Employees listed on the COF; and (iv) use and display the College Pro Material and Derivatives for Client’s internal business purposes only. Absent any additional license, neither the College Pro Material nor the Derivatives may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s). Unless otherwise authorized by College Pro in writing, only Employees may access the Services or utilize the College Pro Material.

KORN FERRY SELL (FOR MICROSOFT DYNAMICS)

If the COF includes College Pro Sell (for Microsoft Dynamics), the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions

a) “Administrator License” means a limited type of user license used by a Client’s CRM Administrator(s) or sales operations or business operations support that provides administrative permissions to the College Pro Sell application to configure features, such as but not limited to: Business Rules, user permissions, custom Scorecards, custom dashboards. Administrator Licenses will not grant administrative permissions for Client’s CRM.

b) “Client’s CRM” means the College Pro Sell compatible customer relationship management system Client uses to host College Pro Sell.

c) “College Pro Sell” means College Pro’s proprietary application that Participants may use via Client’s CRM.

d) “User License” means a license purchased by Client for one Employee to use College Pro Sell during the Subscription Period.

2) College Pro Sell and Learning Library Description. Each Participant may access College Pro Sell via Client’s CRM to input and review data for Client’s internal business purposes. Each College Pro Sell User License also includes Participants’ ability to access Programs related to College Pro Sell via College Pro’s College Pro Learn platform (“Learning Library”). Client may reassign up to 5% of User Licenses purchased during the Initial Term (as defined below) from Employees who are no longer employed by Client or no longer have direct selling positions with Client, to their replacement Employee(s), provided that Client informs College Pro in writing (email sufficient) of such reassignment(s). Access to the College Pro Learning Library may not be shared or otherwise reassigned after a Participant has accessed the Learning Library, except as permitted in the previous sentence.

3) Grant of License. Subject to Client’s timely payment of applicable fees, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use College Pro Sell during the Subscription Period and in accordance with this Agreement (the “College Pro Sell License”). Use of College Pro Sell is limited to the number of User Licenses purchased by Client. During the Subscription Period, Client may: (a) create printed and electronic materials derived from or incorporating the text of the College Pro Materials (collectively, the “Derivatives”); (b) reproduce the Derivatives in paper and electronic form; (c) use and provide access to the College Pro Materials and Derivatives for the number of Employees with User Licenses; and (d) use and display the College Pro Materials and Derivatives for Client’s internal business purposes only. Unless College Pro otherwise authorizes in writing, only Employees may access the Services or utilize the College Pro Materials or Derivatives.

a) Where College Pro provides electronic versions of Program Materials to Client for printing, College Pro grants to Client a non-exclusive, non-transferable license to print the Program Materials in the form provided during the Term. The license does not include the right to modify the Program Materials in whole or in part. Client must retain and keep visibly displayed all copyright and trademark attribution that appears on the Program Materials.

b) Licenses to SPIN® related Programs, Buyer Focused Prospecting, Buyer Focused Opportunity Strategy, or Buyer Aligned Negotiations, are not valid in Europe or South Africa without College Pro’s prior written authorization.

4) Data Security and Service Level Commitment. Notwithstanding anything to the contrary in the SaaS Terms, Data security and service level (e.g. uptime) commitments will be governed by Client’s agreement with Client’s CRM provider. The Service Level Commitment (Appendix A to SaaS Terms) applies to the following College Pro Sell components that operate in College Pro’s environment: (i) PDF Generator; (2) administrator’s ability to update a rule; (3) updates of rule result; and (4) opportunity metric updates.

5) Data Usage. Client Data includes information or data that Client inputs or uploads into the Hosted Service during the Subscription Period (the “Client Data”). Submission of Client Data may be required to use features of the items licensed under this Agreement.

a) Client represents and warrants that: (i) it owns Client Data; (ii) it has the right to provide Client Data to College Pro as contemplated under this Agreement; (iii) Client’s provision of Client Data will not violate any third party’s rights; (iv) Client Data does not contain any unlawful content; and (v) Client Data does not include any sensitive personal information unless Client has the right to provide such information.

b) College Pro may collect metrics and usage data arising out of Client’s use of the Hosted Service (e.g. login/logout times, downloads, crash data, length of access and usage, etc.) (“Usage Data”), which may be used to provide additional services and reporting to Client.

c) College Pro will only use Client Data or Usage Data that is not aggregated and/or de-identified to provide Services to Client.

d) Client Data and Usage Data that is de-identified or aggregated (collectively “College Pro Data”) may be used for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide College Pro’s products and services. College Pro will not use the College Pro Data in a way that identifies Client, Client’s customers, or an individual as the source of any College Pro Data. College Pro Data does not constitute Client’s Confidential Information and College Pro may use, reproduce, distribute, and prepare derivative works from the College Pro Data and may provide the College Pro Data to third parties.

e) College Pro’s use of Client Data and Usage Data as described herein is not prohibited by any confidentiality provisions of this Agreement or any non-disclosure or other agreement between the Parties.

f) Personal Data. Participants may access other Hosted Services as part of their User License, including access to eLearning Programs or, as selected by Client, other features available as part of the Services. Access to such Programs will require sharing of certain Personal Data with College Pro’s third-party Learning Management System (“LMS”) provider(s). Other features may require sharing Personal Data with other third-party providers, as agreed by the Parties. Such Personal Data may include username, email address, first and last name. Personal Data will be processed and protected in accordance with the DPE, attached as Exhibit A to the General Terms and Conditions.

g) Data Usage and Storage in CRM Application.

i) Data Reporting from Client. College Pro may request that Client run and provide College Pro reports from College Pro Sell in order to provide certain services to Client. Such reports may include opportunity owner name and statistical data such as usage, success rates, opportunity status information including updates and position, successful actions, aggregated win/loss percentages, position analysis and other data. This information may be used by College Pro to assist Client with adoption, reinforcement, analyzing ROI, tracking progress and change management, or in periodic review meetings as agreed by the Parties. Client’s decision to not provide requested reports to College Pro may hinder College Pro’s ability to provide certain consulting services and assistance with College Pro Sell.

ii) Data from CRM Provider. College Pro may access data made available by Client’s CRM provider. To the extent any data provided by Client’s CRM Provider contains Personal Data, for which the CRM provider acts as the data controller or equivalent, College Pro will treat such Personal Data in accordance with its global privacy policy and may use such information to contact Client about the products or Services.

iii) Client Data Backup. Client is responsible for maintaining, backing up, retaining and exporting Client Data retained in College Pro Sell, in accordance with the terms and resources available in Client’s CRM.

6) Service and Support. Client must contact College Pro for technical support for College Pro Sell. Client’s CRM Provider disclaims any responsibility for providing support services for College Pro Sell.

a) College Pro will provide support to Client’s CRM administrator through the College Pro Digital Global Support Team Monday through Friday 9 am – 5 pm US ET except College Pro Holidays. Client’s CRM administrator(s) will be responsible for providing direct support to Client Participants.

b) Issues should be reported by the Client’s CRM administrator to the Global Support Team via email. The Global Support Team will respond to inquiries for support within one (1) business day. The Global Support Team will have access to College Pro Sell subject matter experts within global support and the College Pro software development team should issues require escalation for additional troubleshooting and resolution. All support services will be provided in English. College Pro will provide the Global Support contact email to Client upon engagement launch.

c) Such support may be limited to the current version of College Pro Sell and up to 3 prior versions. Client may be required to install the latest version of the College Pro Sell application where the resolution of the issue or problem requires an update to College Pro Sell. College Pro may require access to Client’s CRM or the application to provide application level support. If Client declines to give such access, College Pro’s ability to provide application level support may be limited.

7) Client Obligations. Client represents and warrants that it has an active agreement with Client’s CRM provider that includes all rights necessary to use Client’s CRM, and that entering into this Agreement will not breach any agreement to which Client is a party. Client will provide all information necessary for College Pro to provide the Services, which may include but is not limited to address and system where the CRM and College Pro Sell will be installed (i.e. Tenant ID and location) and any other necessary account information for Client’s CRM.

8) Term and Termination. This Section 8 of these Product Specific Terms apply to College Pro Sell in lieu of Section 7 (Term and Termination) of the SaaS Terms.

a) Notwithstanding anything to the contrary in the Agreement, the College Pro Sell subscription may not be terminated for convenience. The initial subscription period begins on the Start Date and continues for three (3) years (unless a different End Date is set forth on the COF) (the “Initial Term”). Thereafter, subscriptions will automatically renew for additional three (3) year terms (each a “Renewal Term”) at College Pro’s then-current rates unless either party provides notice of termination at least sixty (60) days prior to the expiration of the then-current term (the Initial Term and any Renewal Terms are collectively the “Subscription Period”). Client’s termination notice must include written verification, executed by a corporate officer, that all College Pro Materials and Derivatives: (a) are no longer being used by Client; and (b) have been destroyed in accordance with this Agreement. Client is responsible for all Fees due until the effective date of termination.

b) Additional User Licenses. Client may request additional User Licenses during the Subscription Period in writing (email or change order), only at 6-month intervals beginning 6 months after the Effective Date, and a minimum of 10 additional User Licenses must be purchased at a time. Following College Pro’s written confirmation (email confirmation for email orders, or countersigned change order) of the request, College Pro will invoice Client the applicable Fee. Additional User Licenses will be invoiced in an amount pro-rated for the remainder of the current Term. Additional User Licenses will be activated upon Client’s placing an order, and access will be granted for the remainder of the then current Term and will renew concurrently with the other User Licenses.

c) Except as set forth in Section 8(d) (Termination of CRM Provider Relationship) below or if Client terminates due to College Pro’s uncured material breach of the Agreement, fees are non-contingent, non-transferable, and non-refundable. Client will not be entitled to receive any refund or credit for Services not utilized during the Subscription Period.

d) Termination of Client’s CRM Provider Relationship.

i) If Client’s access to Client’s CRM is suspended by Client’s CRM provider for any reason, the College Pro Sell License and right to access College Pro Sell will be suspended immediately for the same duration. If Client’s agreement with Client’s CRM provider terminates or expires for any reason, the College Pro Sell License will terminate simultaneously with termination of Client’s right to use Client’s CRM. Suspension or termination of Client’s CRM agreement will not create any liability of College Pro or Client’s CRM provider for any refund or damages.

ii) If Client’s CRM provider terminates its agreement with College Pro, or otherwise no longer permits the use of College Pro Sell on its platform, College Pro may terminate the College Pro Sell License upon seventy-five (75) days written notice.

iii) If the College Pro Sell License is terminated under Section 8(d)(i), Client will not be entitled to receive any credit or refund of prepaid Fees for the remaining, unused portion of the Subscription Period.

iv) If the College Pro Sell License is terminated under Section 8(d)(ii), College Pro will, as Client’s sole and exclusive remedy, provide a pro-rated refund for the unused portion of the Subscription Period.

e) Effects of Termination. Upon the termination or expiration of the College Pro Sell License or the Agreement as a whole, for any reason: (a) Client and Participants may not access the applicable Hosted Service; and (b) all amounts owed to College Pro under the Agreement will become immediately due and payable. The following provisions of the SaaS Terms will survive any termination of the Agreement: 3 (Data), 4 (Proprietary Rights), and 5 (Fees). The following provisions of these Product Specific Terms will survive any termination of the Agreement: 5 (Data Usage), 8(d) (Termination of Client’s CRM Provider Relationship).

f) Upon the expiration of the Subscription Period, Client must destroy and remove from its internal systems any Program Materials in its possession, in any format, with no copy being retained by Client. Notwithstanding the foregoing, Participants may retain their Program Materials indefinitely for their own personal reference.

KORN FERRY SELL (For Salesforce)

If the COF includes College Pro Sell, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

b) “Client’s CRM” means the College Pro Sell compatible customer relationship management system Client uses to host College Pro Sell.

c) “College Pro Sell” means College Pro’s proprietary application that Participants may use via Client’s CRM.

d) “User License” means a license purchased by Client for one Employee to use the Services during the Subscription Period.

2) College Pro Sell and Learning Library Description. Each Participant may access College Pro Sell via Client’s CRM to input and review data for Client’s internal business purposes. Each College Pro Sell User License includes Participants’ ability to access Programs related to College Pro Sell via College Pro’s College Pro Learn platform (“Learning Library”). Client may reassign up to 5% of User Licenses purchased during the Initial Term (as defined below) from Employees who are no longer employed by Client or no longer have direct selling positions with Client, to their replacement Employee(s), provided that Client informs College Pro in writing (email sufficient) of such reassignment(s). Access to the College Pro Learning Library may not be shared or otherwise reassigned after a Participant has accessed the Learning Library, except as permitted in the previous sentence.

a. Where College Pro provides electronic versions of Program Materials to Client for printing, College Pro grants to Client a non-exclusive, non-transferable license to print the Program Materials in the form provided during the Term. The license does not include the right to modify the Program Materials in whole or in part. Client must retain and keep visibly displayed all copyright and trademark attribution that appears on the Program Materials.

b. Licenses to SPIN® related Programs, Buyer Focused Prospecting, Buyer Focused Opportunity Strategy, or Buyer Aligned Negotiations, are not valid in Europe or South Africa without College Pro’s prior written authorization.

c) College Pro will only use Client Data or Usage Data that is not aggregated and/or de-identified to provide Services to Client.

f) Personal Data. Participants may access other Hosted Services as part of their User License, including access to eLearning Programs or, as selected by Client, other features available as part of the Services. Access to such Programs will require sharing of certain Personal Data with College Pro’s third party Learning Management System (“LMS”) provider(s). Other features may require sharing Personal Data with other third-party providers, as agreed by the Parties. Such Personal Data may include username, email address, first and last name. Personal Data will be processed and protected in accordance with the DPE, attached as Exhibit A to the General Terms and Conditions.

d) Data Reporting from Client. College Pro may request that Client run and provide College Pro reports from College Pro Sell in order to provide certain services to Client. Such reports may include opportunity owner name and statistical data such as usage, success rates, opportunity status information including updates and position, successful actions, aggregated win/loss percentages, position analysis and other data. This information may be used by College Pro to assist Client with adoption, reinforcement, analyzing ROI, tracking progress and change management, or in periodic review meetings as agreed by the Parties. Client’s decision to not provide requested reports to College Pro may hinder College Pro’s ability to provide certain consulting services and assistance with College Pro Sell.

e) Data from CRM Provider. College Pro may access data made available by Client’s CRM provider regarding usage including access, frequency of use, trends, feature adoption and similar data. College Pro may use such data to provide the Services and for product development and improvement.

f) Client Content Backup. Client is responsible for maintaining, backing up, retaining and exporting Client Content retained in College Pro Sell, in accordance with the terms and resources available in Client’s CRM.

g) For Salesforce (“SFDC”) users, the following applies:

SFDC has no obligation to retain any Client Content that is stored in custom fields made available to Client as part of the College Pro Sell application (“Custom Fields”) following the termination of the College Pro Sell License. Client may request a copy of its Client Content prior to such termination, in which case SFDC will make the Client Content available to Client in accordance with the Documentation for the applicable SFDC Service.

6) Service and Support. Client must contact College Pro for technical support for College Pro Sell prior to contacting Client’s CRM provider.

a) College Pro support is available to Client’s CRM administrator through the College Pro Digital Global Support Team 24x7 except College Pro Holidays. Client’s CRM administrator(s) will be responsible for providing direct support to Client Participants.

b) Issues should be reported by the Client’s CRM administrator to the Global Support Team via email. The Global Support Team will respond to inquiries for support within one (1) business day. The Global Support Team will have access to College Pro Sell Subject Matter Experts within global support and the College Pro software development team should issues require escalation for additional troubleshooting and resolution. All support services will be provided in English. College Pro will provide the Global Support contact email to Client upon engagement launch.

7) Client Obligations. Client represents and warrants that it has an active agreement with Client’s CRM provider that includes all rights necessary to use Client’s CRM, and that entering into this Agreement will not breach any agreement to which Client is a party. Client will provide all information necessary for College Pro to provide the Services, which may include but is not limited to Org ID or other account information for Client’s CRM.

8) Term and Termination. This Section 8 of these Product Specific Terms apply to College Pro Sell in lieu of Section 7 (Term and Termination) of the SaaS Terms.

a) Notwithstanding anything to the contrary in the Agreement, the College Pro Sell subscription may not be terminated for convenience. The initial subscription period begins on the Start Date and continues for three (3) years (unless a different End Date is set forth on the COF) (the “Initial Term”). Thereafter, subscriptions will automatically renew for additional three (3) year terms (each a “Renewal Term”) at College Pro’s then-current rates unless either party provides notice of termination at least sixty (60) days prior to the expiration of the then-current term (the Initial Term and any Renewal Terms are collectively the “Subscription Period”). Client’s termination notice must include written verification, executed by a corporate officer, that all College Pro Materials and Derivatives: (i) are no longer being used by Client; and (ii) have been destroyed in accordance with the Agreement. Client is responsible for all Fees due until the effective date of termination.

b) Additional User Licenses. Client may request additional User Licenses during the Subscription Period in writing (email or change order) only at 6-month intervals beginning 6 months after the Effective Date, and a minimum of 10 additional User Licenses must be purchased at a time. Following College Pro’s written confirmation (email confirmation for email orders, or countersigned change order) of the request, College Pro will invoice Client the applicable Fee. Additional User Licenses will be invoiced in an amount pro-rated for the remainder of the current Term. Additional User Licenses will be activated upon Client’s placing an order, and access will be granted for the remainder of the then current Term and will renew concurrently with the other User Licenses

d) Termination of CRM Provider Relationship.

i) If Client’s access to Client’s CRM is suspended by the Client’s CRM provider for any reason, the College Pro Sell License and right to access College Pro Sell will be suspended immediately for the same duration. If Client’s agreement with Client’s CRM provider terminates or expires for any reason, the College Pro Sell License will terminate simultaneously with termination of Client’s right to use Client’s CRM. Suspension or termination of Client’s CRM agreement will not create any liability of College Pro or Client’s CRM provider for any refund or damages.

ii) If Client’s CRM provider terminates its agreement with College Pro (if applicable), or otherwise no longer permits the use of College Pro Sell on its platform, College Pro may terminate the College Pro Sell License upon 15 days written notice.

iii) If College Pro and Client’s CRM provider mutually agree to discontinue College Pro Sell via the Client’s CRM, College Pro may terminate the College Pro Sell License upon 60 days written notice.

iv) If the College Pro Sell License is terminated under Section 8(d)(i), Client will not be entitled to receive any credit or refund of prepaid Fees for the remaining, unused portion of the Subscription Period.

v) If the College Pro Sell License is terminated under Section 8(d)(ii) or 8(d)(iii), College Pro will, as Client’s sole and exclusive remedy, provide a pro-rated refund for the unused portion of the Subscription Period.

e) Effects of Termination. Upon the termination or expiration of the College Pro Sell License or the Agreement as a whole, for any reason: (i) Client and Participants may not access the College Pro Sell Service or related Hosted Service; and (ii) all amounts owed to College Pro under the Agreement will become immediately due and payable. The following provisions of the SaaS Terms will survive any termination of the Agreement: 3 (Data), 4 (Proprietary Rights), and 5 (Fees). The following provisions of these Product Specific Terms will survive any termination of the Agreement: 5 (Data Usage), 8(d) (Termination of Client’s CRM Provider Relationship).

KORN FERRY TOUCHSTONE

If the COF includes College Pro Touchstone, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Product Description.

Product

College Pro Touchstone software and data subscription:

Database of NEO compensation and policy disclosures of all publicly traded companies to run benchmarking reports on:

Summary Compensation Table
Cash & Equity
Direct Compensation
Year over year trends

Compensation Design to assist with:

Incentive awards & metrics
STI/LTI
Performance/Service – based equity awards
ESG Incentive Plan Metrics

Director Compensation

Corporate Governance benchmarking and analysis

Pay for Performance
CEO pay ratio
Equity dilution
Pay vs Performance

College Pro Executive survey data

College Pro Executive placement data

Public Document Search Tool

TSR and Performance Award Tracking

Client Data Requirements

Minimum of twenty five (25) executive roles

2) Grant of License. Upon the execution of this Agreement and payment of the applicable Fee, College Pro grants to Client, and Client purchases from College Pro, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use College Pro Touchstone. Use of College Pro Touchstone is limited to the number of licenses purchased by Client and solely for internal use. Client will not use the College Pro Touchstone services or data as the sole basis for any employment action, including hiring or termination relating to any actual or potential employees.

3) License Restrictions. Any purpose or use not specifically authorized in this Agreement is prohibited unless otherwise agreed to in writing by College Pro. In particular, Licensee shall not (i) rent, lease, lend, sell, or publicly publish; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of College Pro Touchstone data or methods used to compile the data, in whole or in part; (iii) remove any proprietary notices included within the data; or (iv) use College Pro Touchstone in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. College Pro reserves all rights not expressly granted to Licensee in this Agreement.

4) Termination. Upon expiration or earlier termination of this Agreement, the license to the College Pro Touchstone granted hereunder will terminate and Client must cease using and delete, or destroy, all copies of the data obtained from College Pro Touchstone and, upon written request, certify in writing to College Pro that the data has been deleted or destroyed. Licensee is not be obligated to search archived electronic back-up files of its computer systems for the data in order to purge such information from its archived files, provided, however, that notwithstanding the termination of this Agreement, Licensee shall remain obligated (i) to maintain the confidentiality thereof in accordance with the terms of this Agreement as if it were still in effect, and (ii) not to use the retained data for any purpose whatsoever.

5) Data Collection Tool (“DCT”) and Upload Mapping.

a) Client Data. Delivery of the Services is contingent on timely submission of Client Data to College Pro. “Client Data” means job title, division, business units, functions, location, representation of salary and benefits, gender, and any other data extracted from Client’s HR systems submitted via digital file(s) to College Pro related to incumbents in Client’s organization. Submission of Client Data will be in accordance with College Pro’s schedule as communicated to Client. Despite College Pro’s review, Client remains accountable for the accuracy, completeness, and adequacy of Client Data. Problems, omissions or errors relating to information quality and/or delays in providing such information may result in a delay in the project delivery date, and/or an increase in fees. College Pro will provide Client access to its data collection tool on an as-is basis for its convenience in uploading Client Data. Client consents to the processing of Client Data in College Pro Touchstone.

b) Client represents and warrants that it owns Client Data, has the right to provide Client Data to College Pro as contemplated under the Agreement and this Agreement, and Client’s provision of Client Data will not violate any third party’s rights. Client’s Data must not infringe upon the rights of others, must not contain any unlawful content. Client Data must not include any sensitive personal information unless Client has the right to provide such information.

c) Client Data will be treated in accordance with College Pro’s Global Privacy Policy, which is available on College Pro’s website and incorporated into this Agreement by reference. College Pro may archive, manipulate, use and include Client Data in College Pro’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide College Pro’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Client permits College Pro to include Client’s company name as a participant in products and services.

d) College Pro’s use of Client Data as described herein is not prohibited by any confidentiality provisions of the Agreement, this Agreement, any non-disclosure or other agreement between the Parties.

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Software as a Service Terms and Conditions