Notable Changes to General Terms

Section 5.4 LICENSE FOR RESEARCH AND DEVELOPMENT

Clarification: The use of de-identified, aggregate data (data sets) may be used in employer recognition programs.

Section 5.8 ENERGAGE INTELLECTUAL PROPERTY RIGHTS

Clarification: Services provided, data sets, reports, survey statements are considered Energage IP.

Section 7.2 UNACCEPTABLE USES

Clarification: Energage survey statements or content accessed through the Services cannot be used within another tool not provided by Energage.

Section 8.2 TERMINATION WITHOUT CAUSE

Clarification: Notice of termination must be provided before 30 days prior to the end of the subscription term.

Section 2.3 AUTOMATIC RENEWAL

Change: Renewal notice adjusted from 30 days to 60 days.

Section 8.5 CONSEQUENCES OF TERMINATION

Addition: Explicit statement that Energage reserves the right to collect outstanding fees as stated in the Service order.

Clarification: Edited for consistent use of terms (E.g. Changed Company to Customer)

Definitions

Addition: Defined Service Order as the contract that outlines the specific services used by Customer.

Section 2.3 AUTOMATIC RENEWAL

Change: Adjusted renewal from 30 days prior to subscription term date to 0 days prior to subscription term date.

Clarification: Customers must provide 30-day notification for subscription cancellation.

Section 5.7 CUSTOMER LISTS

Clarification: Organizations may be contacted by an Energage partner for the purpose of an employer recognition program.

Section 7.5 DISQUALIFICATION & WITHDRAWAL

Addition: Section clarifies Energage’s right to disqualify customers from an employer recognition program for conduct that interferes with or harms the integrity of the program.

Section 7.1 LEGAL COMPLIANCE

Clarification: The lawful and non-discriminatory use of respondent information pertaining to race, nationality, gender or other protected category.

Section 5.10 CUSTOMER-PROVIDED CONTENT

Addition: Section clarifies that customer is responsible for all rights and permissions required to use non-Energage content within Energage Services.

Definitions

Addition: Defined Employer Recognition Program

Section 2.1 FEES FOR SERVICES

Clarification: Fees for Services purchased are due whether Services are used or not.

Section 6.3 CUSTOMER COMMUNICATIONS

Addition: Section ensures Customer receives operational communication necessary for operating, administering, and supporting Energage Services.

Definitions

Clarification: Users includes survey invitees

Section 1.4 CUSTOMER THIRD PARTY SERVICES

Clarification: The title of this section has been changed from THIRD-PARTY SERVICES to clarify that this section refers to the Customer’s potential third-party services, not Energage’s.

Section 2.2 PRICE CHANGES AND USER INCREASES

Clarification: Energage reserves the right to calculate the total number of Users periodically and if the number of Users exceeds your current Subscription, Energage may invoice you for the additional Users on a pro-rated basis for the remaining period left in your Subscription Term.

Section 2.3 AUTOMATIC RENEWAL

Clarification: With automatic renewal, your Services Subscription will renew at price not greater than 10% above previous Term price for the successive Subscription Term.

Section 3.2 SECURITY

Addition: Section references Energage’s Trust and Security information (located here: https://www.energage.com/trust/) for information about security, data protection, and data processing.

Section 5.9 ENERGAGE PLATFORM THIRD-PARTY SERVICES

Clarification: The title of this section has been changed from PLATFORM SUB-PROCESSORS to clarify that this section refers to Energage third-party services.

Removal: The word “sub-processor” has been removed because that topic is covered in detail in Energage’s Data Processing Agreement. The link to that is now stated in Section 3.2, as noted above.

Definitions

Clarification: Customer Data means Customer’s proprietary data and information that Customer provides to Energage so that Energage may, as part of the Services, conduct an assessment (e.g., demographic and corporate information necessary to distribute a survey to participants, such as email address, name, or corporate location). For the avoidance of doubt, Customer Data does not include either Aggregate Data or Raw Data

Added: Energage Platform means the cloud-based Software as a Service model through which Energage provides access to its suite of products and services

Added: Subscription or Subscription Service means the licensing model in which the Customer pays a per User fee at regular intervals for access to and use of the Energage Platform

Added: Amendment Service Order means the order form that outlines changes to the specific Subscription Services ordered by the Customer

Added: Survey means the web-based Customer employee engagement survey(s) consisting of Energage’s standard survey questions and/or additional questions requested by Customer

Added: Subscription Term means the length of time set forth on a Service Order in which access to the Energage Subscription Service is provided to you

Added: Recurring Service means a service that is delivered to you on a recurring basis

Added: One-time Service means a service that is delivered to you on a one-off basis, such as a workshop or consultation

Added: Raw Data means the confidential and anonymous responses received by Energage from Customer and Customer’s employees in connection with surveys administered by Energage pursuant to this Agreement

Added: Aggregate Data means de-identified and anonymized sets of data derived from the data of multiple sources for the purpose of research and analytics. Aggregate Data does not include Personal Information or other information that could reasonably identify or relate to a natural person

Added: Personal Information means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person

Section 1.1 ENERGAGE SERVICES

Clarification: We will provide you with access to, and use of, the Energage Services.

You may order additional Subscription Services at any time by contacting Energage and requesting a Service Order. Any additional Services will be provided through a Subscription, and they will be delivered and invoiced in accordance with these General Terms and any additional terms detailed on the Service Order. If you already have a current Subscription, the additional Services will be invoiced at the prorated amount at the time those Services are added to the Subscription, and any Subscription renewal will include the additional Subscription Services at the annual rate.

Access to, and use of, the Services ordered by you will be terminated at the end of your Subscription Term.

Section 2 Fees and Payments (Applicable to Subscription Services Only)

Clarification: Section 2 has been identified as only applicable for Subscription Services purchased by a Customer, with verbiage in the section updated to reflect the differentiation.

Section 5 Intellectual Property

Title Change: Section 5 title is changed to OWNERSHIP AND USE OF ADATA; AND INTELLECTUAL PROPERTY RIGHTS.

Section 5.2 CUSTOMER INTELLECTUAL PROPERTY RIGHTS

Title Change: Section 5.2 title is changed to CUSTOMER DATA.

Clarification: You retain all ownership and Intellectual Property Rights to Customer Data. Energage does not claim ownership over any Customer Data. Energage will use Customer Data solely to perform the Services and will ensure that any Personal Information included in Customer Data is properly maintained and protected in accordance with Section 3.

Section 5.3 LICENSE FOR THE SERVICES

Title Change: Section 5.3 title is changed to AGGREGATE DATA AND RAW DATA.

Clarification As between Energage and Customer the Raw Data and Aggregate Data are and will remain the exclusive property of Energage.

(a) The Raw Data will not be provided to Customer by Energage to protect the confidentiality of Customer respondents. Customer may use Aggregate Data as described in Section 5.4;

(b) Using the Raw Data obtained from the survey results, we create de-identified and anonymized sets of data or Aggregate Data. Aggregate Data is used to provide survey results to a company with a summary or more detailed results reports. Aggregate Data may be made publicly available and may be used after termination of this Agreement provided that such Aggregate Data cannot be used directly or indirectly to identify Users or Customers. Energage will not retain, use, sell or otherwise disclose any Personal Information for any purpose other than to provide the Services contemplated by this Agreement;

(c) Aggregate Data is used to compile and score participating companies in Employer Recognition Programs. Aggregate Data is also used and disclosed to third party service providers for research and analytics purposes and other lawful business purposes including, without limitation, benchmarking, text analytics linkage analysis, attrition prediction, algorithm improvements, comment translation and the development and provision of additional services and functionality

Section 5.4 LICENSE FOR RESEARCH AND DEVELOPMENT

Title Change: Section 5.4 title is changed to LICENSE FOR THE SERVICES.

Clarification: In this Agreement, Reports means any reports, analysis, or other Aggregate Data or output generated using Energage Services.

For the Term of this Agreement, you grant Energage a worldwide, royalty free license to use, reproduce, distribute, or archive Customer Data for the purposes of providing the Services to you as contemplated by this Agreement.

Subject to the receipt of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use any Reports which you can (and are authorized to) export through the functionality of the Services for your internal purposes only (in each case subject to any Confidentiality Notices) unless otherwise agreed upon in writing by Energage.

Section 8.1 TERM

Clarification: This Agreement begins on the date you first use the Services or sign the Service Order (whichever is earlier) and continues until you stop using the Services or your Subscription ends or otherwise terminates, or if this Agreement is terminated (whichever is earlier).

Section 8.2 TERMINATION WITHOUT CAUSE

Clarification: If this Agreement includes a Subscription, either party may terminate this Agreement to be effective at the end of the then current Subscription Term by providing the other party with written notice of termination at least 30 days prior to the end of a Subscription Term. No refunds will be provided.

Energage may terminate this Agreement for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund of any fees prepaid by you applicable to the period following the termination of this Agreement.

If your Service Order states that your Subscription will not auto-renew, then your account will terminate at the end of your current Subscription Term with no further action required by you.

Section 13.2 NORTH AMERICAN CUSTOMERS

Title Change: Section 13.2 title is changed to GOVERNING LAW AND JURISDICTION.

Clarification: This Agreement is governed by the laws of Delaware, United States of America and each party submits to the exclusive jurisdiction of the courts of Delaware, United States of America, in relation to any proceedings connected with this Agreement.