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Wisq Client Software End User License Agreement

Last Updated: June 6, 2025

This End User License Agreement (this "Agreement") governs the terms and conditions of your use of the binary version of the web application, software application, plugin, or browser extension that accompanies or references this Agreement (the "Application"), and is made between you ("you" or "your"), and Wisq Inc. ("we", "us" or "our").  If you are acting on behalf of an entity, such as a corporation, partnership, limited liability company or other entity, "you" refers to the entity, and you represent and warrant that you have power and authority to enter into this Agreement on behalf of the entity.  

By clicking the "Accept" button for this Agreement and/or using the Application, you confirm your acceptance of, and agree to be bound by, this Agreement.  You also agree to our Terms of Service and Privacy Policy.

  1. Limited Right to Use.  Subject to your compliance with the other terms and conditions of this Agreement, we hereby grant to you a limited, non-exclusive, non-transferable, non-sublicensable right to copy and use the Application on one or more computers or devices you own or control, solely to interact with the Wisq human resources platform (the “Wisq Service”) for your internal business purposes.  In order to use the Locally-Installed Application to interact with the Wisq Service, you or your employer must have entered into a separate agreement with Wisq for access to and use of the Wisq Service, and must have appropriate access credentials for the Wisq Service. You agree not to use the Application for any other purpose or in any other manner, or to provide a third party with access to, publish, distribute, transmit, or create a derivative work of, or otherwise exploit any portion of the Application or access to the Application, without our prior written permission.  
  1. Ownership; Open Source.  You agree that the Application and all intellectual property rights in the Application are owned by us and/or our suppliers.  You agree not to decompile or reverse engineer any of the Application, except to the extent permitted by applicable law, and not to circumvent or interfere with any security or activation functionality if used in or with the Application.  You shall not modify or remove any copyright or other notices contained in or displayed on any Application. We reserve all rights not specifically granted above, subject to any separate open source software licenses in the Application or components thereof. The Application may contain or link to a “Legal Notices'' section which lists any open source software licenses for its components.  Open source software licenses for the Application source code constitute separate written agreements. You may choose to submit comments, information or feedback to us regarding the Application or services to us orally or in writing, and if you do so, you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, sublicensable right to use the same in any manner for any purpose without compensation to you. 
  1. Termination.  This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Application in your possession or control. This Agreement will terminate immediately without notice from us if you fail to comply with any provision of this Agreement. Upon termination you must destroy all copies of the Application in your possession or control.
  1. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.  

    THE APPLICATION IS MADE AVAILABLE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.”  WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT.  WE MAKE NO WARRANTY THAT THE APPLICATION IS OR WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.  IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, SAVINGS OR PROFITS; OR BUSINESS INTERRUPTION), IN EACH CASE HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF OR INABILITY TO USE THE APPLICATION OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

    OUR ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID, IF ANY, BY YOU UNDER THIS AGREEMENT.  

    YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APPLICATION OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU, AND THESE DISCLAIMERS AND WARRANTIES ARE MADE ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

    The disclaimers of warranty and limitations of liability set forth above are fundamental elements of the basis of the bargain between you and us, and you acknowledge and agree that we would not provide the Application to you without these limitations.
  1. General.  

    The laws of the State of California, USA, excluding its conflicts of law rules, govern this Agreement and your use of the Application.  The UN Convention on Contracts for the International Sale of Goods is disclaimed.  You agree that exclusive jurisdiction for any claim or dispute arising from this Agreement shall be in the Superior Court of Santa Mateo County, California, USA or federal court in the Northern District of California, USA. 

    You or your employer, may assign this Agreement in its entirety to a successor-in-interest by merger, reorganization, or sale of all or substantially all of your or your employer’s assets or equity. You and your employer may not otherwise assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. This Agreement benefits and binds the respective successors and assigns of the parties.  

    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.

    This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements, representations, warranties, understandings or communications between the parties with respect to such subject matter.  The foregoing notwithstanding, this Agreement does not, and does not purport to, amend or otherwise change the separate agreement between Wisq and you or your employer for access to and use of the Wisq Service.

    Questions, complaints or claims with respect to the Application should be directed to your Wisq account manager, or if you do not have an account manager, to:

    Wisq Inc.
    833 Main Street
    Redwood City, CA 94063
    info@wisq.com

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