Oyster Intelligence Services Terms of Use

OYSTER INTELLIGENCE SERVICES TERMS OF USE

1. Introduction

1. You seek access to Oyster Intelligence Services which may include Total Compensation Services, or Compliance Services referred to as “Compliance Checker”, or or both depending on Your subscription as indicated in the Platform. Services related to Total Compensation Services and Compliance Checker are defined in these Oyster Intelligence Services Terms of Use (“Intelligence Services Terms”).

2. For purposes of the Intelligence Services Terms, “Oyster Intelligence Data” means data collected, aggregated, and curated by Oyster for the purposes of providing the applicable Oyster Intelligence Service, including but not necessarily limited to Oyster Intelligence Personal Data (as defined in the Data Processing Addendum), data and information collected from third parties, and Oyster proprietary information.

3. In exchange, Oyster will grant You access to certain Oyster Intelligence Services as indicated by Your subscription in the Platform and related Oyster Intelligence Data and analysis subject to Your compliance with the Intelligence Services Terms, the Terms and Conditions (“Terms”), inclusive of all incorporated terms, all of which comprise the parties’ Agreement.

4. All provisions of the Terms apply and supplement the Intelligence Services Terms unless specifically replaced herein.

5. Capitalized words have the same meaning as given in the Terms unless otherwise defined in these Intelligence Services Terms.

6. The Intelligence Services Terms supplement, but do not supersede, any related agreements, such as a Service Agreement, You have for accessings the Platform and Services made available via the Platform.

7. Oyster Intelligence Services consist of curated data and insights providing consultative guidance related to the global employment life cycle: from recruitment, to compensation, to separation, and compliance considerations in between.

8. Your access to an Oyster Intelligence Service and the related Oyster Intelligence Data will depend on Your subscription activity in the Platform.

1. Total Compensation Services

1. General

1. Total Compensation includes Oyster Intelligence Data developed independently by Oyster leveraging anonymized, aggregated data (which may include aggregated data licensed from third parties) related to compensating a global workforce competitively and compliantly. Oyster makes Oyster Intelligence Data available to You in accordance with applicable law and any applicable third-party license agreements.

2. Total Compensation also includes access to Oyster’s proprietary, independently developed Equity Platform and Your use of the data within that Platform is subject to the Oyster Intelligence Terms and the Equity Terms of Use (“Equity Terms”).

3. Any support or services Oyster offers in support of Your Equity Award as defined in the Equity Terms to an individual engaged on the Platform via Your Total Compensation subscription will be provided in accordance with the Equity Terms.

4. All Oyster Intelligence Data made available to You via Total Compensation is anonymized and de-identified using commercially reasonable practices.

5. If Oyster elects to use any AI Systems (as defined in the Terms) to generate, develop, or make available any Oyster Intelligence Data or related information, such AI use will be disclosed on the Salary Insights Platform subject to Section 12.7 of the Terms.

2. Access

1. Access to Total Compensation and any related Oyster Intelligence Data is contingent upon Your payment of the applicable Subscription Fee.

2. Oyster may revoke Your access to Total Compensation and the related Oyster Intelligence Data if You breach the Oyster Intelligence Terms, the Terms, the Equity Terms of Use, or any applicable law as determined by Oyster in its sole discretion.

1. Compliance Services (“Compliance Checker”)

1. General

1. To access and use Compliance Checker, You agree to grant Oyster access to Your human resource information system (“HRIS”) for purposes of analyzing the data in comparison with Oyster Intelligence Data to evaluate and identify opportunities to improve compliance. Any data provided to Oyster through an integration with your HRIS is Oyster Intelligence Personal Data as defined in the Data Processing Addendum.

2. You represent and warrant that you have a right to share the data in Your HRIS with Oyster, and You have a legal basis under which to share such data with Oyster, including obtaining any consents or authorizations that may be required from all data subjects under applicable law.

3. By connecting your HRIS to Oyster and providing Oyster with access to your HRIS data, You authorize Oyster to aggregate and anonymize your HRIS data to improve the Oyster Intelligence Services.

4. If Oyster elects to use any AI Systems (as defined in the Terms) to generate, develop, or make available any Oyster IntelligenceSalary Insights Data or related information, such AI use will be disclosed on the Salary Insights Platform subject to Section 12.7 of the Terms.

5. Any output or report generated by Compliance Checker is not legal advice or a legal opinion as to Your compliance with, or failure to comply with, applicable law.

2. Access

1. You must pay the applicable Subscription Fee and any subsequent renewal fees to access Compliance Checker.

2. Oyster has a right to use any feedback or information You share in connection with Your use of Compliance Checker to improve the Product and release new features.

3. Oyster may revoke Your access to Compliance Checker and the related Oyster Intelligence Data if You breach the Oyster Intelligence Terms, the Terms, or any applicable law as determined by Oyster in its sole discretion.

1. License

1. Subject to Your compliance with the obligations set out in the parties’ Agreement, inclusive of Your timely payment of the Subscription Fee, Oyster grants you a limited license to access Oyster Intelligence Data related to the applicable Oyster Intelligence Service. The license grant is worldwide, revocable, non-exclusive, non-sublicensable, and non-transferable. You may use the licensed data only in accordance with the permitted uses and restrictions set forth in this Agreement.

1. Use and Restrictions

1. You will not disclose, release, distribute, or deliver Oyster Intelligence Data, or any portion thereof, to any third party without Oyster’s prior written consent. You may not resell the Oyster Intelligence Data in any respect.

2. You may use Oyster Intelligence Data only for a lawful purpose in furtherance of compensating Your workforce competitively and in accordance with applicable law as contemplated by Your subscription to a respective Oyster Intelligence Service.

3. Any purpose or use not specifically authorized is prohibited unless otherwise agreed to in writing by Oyster.

4. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, You will not at any time, directly or indirectly:

1. use or consider any Oyster Intelligence Data as a substitute or replacement for legal, tax, accounting, or other advice from a professional advisor qualified to render an opinion to You on behalf of Your business understanding the unique facts and circumstances of Your business;

2. copy, modify, or create derivative works of Oyster Intelligence Data, in whole or in part;

3. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Oyster Intelligence Data;

4. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Salary Insights Data or methods used to compile the Oyster Intelligence Data, in whole or in part, including but not limited to any attempts to reidentify anonymized data;

5. remove any proprietary notices included within Oyster Intelligence Data or the Oyster Intelligence Services;

6. publish, enhance, or display any compilation or directory based upon information derived from the Oyster Intelligence Data; or

7. use Oyster Intelligence Data 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.

1. Subscription Term

1. Your subscription to any Oyster Intelligence Service will be 12 months from the applicable start date set out in the Platform or in the applicable Order Form for that Service, if any.

2. Your Oyster Intelligence Service subscription will automatically renew for a subsequent 12-month term unless You provide 30-days advance written notice of Your intent not to renew. At renewal, You agree to pay a Subscription Fee increase capped at 5% of the applicable Subscription Fee during the preceding Term.

1. Subscription Fee

1. You will pay the Subscription Fee set out in the Platform or in the applicable Order Form, if any, by an acceptable method of payment set out in the Terms.

2. The Subscription Fee will be payable 5 days from the date of Your receipt of the invoice.

1. Reservation of Rights

1. Oyster reserves all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to the Salary Insights Data.

1. Disclaimers

1. OYSTER INTELLIGENCE DATA IS PROVIDED “AS IS” AND OYSTER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. OYSTER MAKES NO WARRANTY OF ANY KIND THAT THE DATA, OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

2. Oyster Intelligence is not a substitute for a law firm, tax advisor, or any other professional advisor engaged in rendering professional opinions subject to the parameters of the licensing and ethical requirements in a particular country. Instead, Oyster Intelligence shares information Oyster relies on in our daily work of growing, serving, and managing a global workforce. However, we do not stand in the place of your lawyers or tax advisors. You are strongly encouraged to please continue to rely on the advice and counsel of your independent lawyers and tax advisors. If you have not consulted with a lawyer, tax advisor, or any other qualified professional positioned to advise on Your business, You should.

1. Limitation of Liability

1. The parties’ liability will be limited to the fees paid for Your applicable Oyster Intelligence Services subscription.

1. Indemnification

1. You agree to indemnity and hold Oyster, its officers, directors, employees, agents, and lawful assigns harmless from and against any and all third-party claims, demands, suits, proceedings, or causes of actions (together, “Claims”) and any connected or related damages, liabilities, payments, costs and expenses, including reasonable attorneys’ fees (together, “Liabilities”) arising out of or relating Your use of Oyster Intelligence Data.

1. Termination

1. No pro rata refunds will be issued if You terminate within the applicable Subscription Term.

2. Upon receiving notice of termination, You will no longer have access to Oyster Intelligence Data at the end of the applicable Subscription Term.

1. Marketing

1. During the applicable Subscription Term and renewal term, You will participate in a case study as determined by Oyster in its sole discretion. The case study will include, but not be limited to, sharing Your experience with Oyster Intelligence and how Your access enabled You to make more informed global expansion decisions.

1. Right to Modify

1. Oyster may modify or update the Intelligence Services Terms with an in-app notice to You via the Platform at any time in Oyster’s sole discretion.

2. Your continued use of the Platform and access of Oyster Intelligence Services after receiving notice of any changes to the Intelligence Services Terms is Your agreement to be bound by, and comply with, the changes to the Intelligence Services Terms.

1. Authority and Acknowledgment

1. You have read and understand the terms of Your applicable Oyster Intelligence Services subscription.

2. You have the authority to bind Your company.

3. The Intelligence Services Terms supplement the Terms. You agree to be bound by the Terms in addition to the Intelligence Services Terms throughout Your Subscription Term.

4. By clicking subscribe in the Platform, You agree to be bound by the Oyster Intelligence Terms which includes paying the applicable Subscription Fees for accessing the related Oyster Intelligence Data and Platform features for the applicable Subscription Term.