Salary Insights Terms of Use

SALARY INSIGHTS TERMS OF USE

1. Introduction

1. You are seeking access to Salary Insights Platform.

2. In exchange, Oyster will provide access to Salary Insights Data in accordance with these Terms of Use (“Salary Insights Terms”) and the Terms and Conditions (“Terms”) (collectively, “Agreement”).

3. Unless otherwise indicated, the Terms apply and supplement the provisions of the Salary Insights Terms.

4. Capitalized words have the same meaning as given in the Terms.

5. The Salary Insights Terms do not supersede any related agreements You have with respect to Your access to the Platform and Services made available via the Platform.

2. Salary Insights

6. The Salary Insights Platform includes a proprietary data set “Salary Insights 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 the Salary Insight Data available to You in accordance with applicable law and any applicable third-party license agreements.

7. All Salary Insights Data made available to You via the Salary Insights Platform is anonymized and de-identified using commercially reasonable practices.

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

3. Access

9. Access to the Salary Insights Platform and Salary Insights Data is contingent upon Your payment of the applicable Subscription Fee.

10. Oyster may revoke Your access in accordance with the Terms, which includes but is not limited Your breach of these Salary Insights Terms or non-payment.

4. License

11. Subject to the Agreement, inclusive of Your timely payment of the Subscription Fee, Oyster grants you a limited license to access the Salary Insights Data. 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.

5. Use and Restrictions

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

 

13. You may use the Salary Insights Data only for a lawful purpose in furtherance of compensating Your workforce competitively and in accordance with applicable law.

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

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

1. copy, modify, or create derivative works of the Salary Insights Data, in whole or in part;

2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Salary Insights Data;

3. 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 Salary Insights Data, in whole or in part, including but not limited to any attempts to reidentify anonymized data;

4. remove any proprietary notices included within the Salary Insights Data;

5. publish, enhance, or display any compilation or directory based upon information derived from the Salary Insights Data; or

6. use the Salary Insights 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.

6. Subscription Term

16. Your Salary Insights subscription will be 12 months from the applicable start date set out in the Platform or in the applicable Order Form, if any.

17. Your Salary Insights 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.

7. Subscription Fee

18. 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.

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

8. Reservation of Rights

20. 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.

9. Disclaimer of Warranties

21. SALARY INSIGHTS 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.

10. Limitation of Liability

22. The parties’ liability will be limited to the fees paid for Your applicable Salary Insights subscription.

11. Indemnification

23. 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 the Salary Insights data.

12. Termination

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

25. Upon receiving notice of termination, You will no longer have access to any Salary Insights data at the end of the applicable Subscription Term.

13. Marketing

26. 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 accessing Oyster’s proprietary, Salary Insights Data and how such access allowed You to make more informed global expansion decisions.

14. Right to Modify

27. Oyster may modify or update these Salary Insights Terms of Use subject to the notice period set out in the Terms and You agree to be bound by any updates or changes to the terms as evidenced by Your continued use of the Platform, inclusive of any Subscriptions, such as Your subscription to the Salary Insights data.

15. Authority and Acknowledgment

28. You have read and understand the terms of Your Salary Insights subscription.

29. You have the authority to bind Your company.

30. These Salary Insights Terms of Use supplement the Terms. You agree to be bound by the Terms in addition to these Terms of Use throughout Your Subscription Term.

31. By clicking subscribe in the Platform, You agree to be bound by the Salary Insights Terms of Use which includes paying the applicable Subscription Fees for accessing the Salary Insights data for the applicable Subscription Term.