LATTICE EXECUTIVE COMPENSATION SURVEY PARTICIPATION AGREEMENT

·LATTICE EXECUTIVE COMPENSATION SURVEY PARTICIPATION AGREEMENT

·Thank you for your interest in participating in the Lattice Executive Compensation Survey (the "Survey"). This Lattice Executive Compensation Survey Participation Agreement (the "Agreement") is entered into between Degree, Inc. d/b/a Lattice ("Company") and the entity named on the completed Participant registration and in the company profile section of the Survey, as each is submitted by its authorized representative ("Participant"), and is effective as of the date Participant's authorized representative submits the completed Participant registration to Company ("Effective Date"). This Agreement governs Participant's (including without limitation its representatives, employees, contractors, users, and others who access or use the Survey or and any related materials or information on Participant's behalf) participation in the Survey as well as its use of and access to any Survey Results (as defined below), or any technology, website, data, information, content, tools, features, or functionality Company uses to administer the Survey or otherwise provides in connection with the Survey.

·The person completing the Participant registration and accepting the terms and conditions of this Agreement on behalf of Participant represents and warrants that they are duly authorized to (i) enter into this Agreement on Participant's behalf, (ii) disclose Participant's confidential and sensitive information to Company for the purposes described in this Agreement, and (iii) bind Participant to each and every term of this Agreement.

·By submitting Input (as defined below), or otherwise affirmatively manifesting Participant's intent to be bound by the terms and conditions herein, including by accessing the Survey, Participant signifies that it has read, understood, and agrees to be bound by this Agreement, as well as Company's Privacy Policy, whether or not Participant is a customer of Company, and that Participant does not become a customer of Company by participating in the Survey. For the avoidance of doubt, Participant further understands and agrees that the Survey and Survey Results are distinct from and do not constitute Company's services, and that in order to administer the Survey, offer Participant the opportunity to participate in the Survey, and provide Participant with access, content, data, Survey Results and other information in connection with the Survey, Company is required to limit its liability and not negotiate the terms of this Agreement. If Participant does not agree to the terms and conditions of this Agreement it may not Participate in the Survey or access or use the Survey Results, or any content, data, or information in connection with the Survey.

·In consideration of the promises, rights, and license grants set forth herein, Company and Participant agree as follows:

11. Eligibility. Participant must read and agree to this Agreement in order to participate in the Survey and be eligible to receive or access the Survey Results. Participant may participate in the Survey and access Survey Results only if Participant (a) is authorized to form a binding contract with Company, (b) is incorporated and located in the United States and is not registered with nor traded on an exchange regulated by the U.S. Securities Exchange Commission, (c) is not a direct competitor of Company (as determined in Company's sole discretion), or under common ownership or control of a competitor of Company, and (d) remains at all times in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. If Participant does not meet all of these requirements, Participant must not participate in the Survey or access or use the Survey Results.

22. Input. Participant agrees to input complete and accurate data into the Survey made available through Company's designated Survey website or as otherwise provided to Participant (the "Input"). Company will analyze and compile Participant's Input along with all other participants' data, at Company's sole discretion, to generate anonymized, aggregated data in the form of a report (the "Survey Results"). All Input data will be subject to a quality assurance review by Company. In consideration for Participant's submission of complete and accurate Input data into the Survey, Company will provide Participant with access to the Survey Results, subject to eligibility and overall participation in the Survey.

·Company makes no representations or warranties about the timing of availability of the Survey Results, and any such statements or information by Company are for informational purposes only and should not be relied upon by Participant. In all instances, Participant's access to the Survey Results will be delayed until a preliminary review of Participant's Input has been completed and Input from a sufficient number of qualified participants, as reasonably determined by Company, has been compiled into the Survey Results.

·In view of the foregoing, Participant affirms, represents, and warrants that: (a) Participant's Input will be in compliance with the terms of this Agreement; (b) Participant's Input will not infringe or violate the rights of any third party or any laws, and is not subject to any confidentiality or other contractual restriction on its use or disclosure to Company; and (c) Participant's Input is original to Participant and Participant owns all right, title and interest in all elements of Participant's Input, or Participant otherwise has all necessary licenses, rights, consents, waivers, releases, authorizations and permissions to disclose the Input in relation to the Survey and for inclusion in the Survey Results, and to grant the rights and licenses granted by Participant under this Agreement.

33. Ownership. Participant owns its Input, and any use or disclosure of the Input by Company will be in accordance with and as permitted in this Agreement. Except for materials such as logos, trademarks, and service marks owned by Company's business partners, vendors, customers, or licensors, the Survey, Survey Results as analyzed, compiled and prepared by Company, and all technology, websites, data, information, content, tools, features, or functionality Company uses to administer the Survey or otherwise provides in connection with the Survey, including, without limitation, software, formulas, analysis, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music ("Company Content"), and all related intellectual property rights, are the exclusive property of Company. Except as explicitly provided herein, nothing in this Agreement grants Participant a license in, to, or under any such intellectual property rights, and Participant agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Company Content. Use of the Company Content for any purpose not expressly permitted by this Agreement is strictly prohibited. Without limiting the generality of the foregoing, Participant expressly acknowledges and agrees that all Survey Results provided to Participant are Company's proprietary, copyrighted material and are being provided for Participant's internal use only, and may not be disclosed to third parties, unless specifically agreed to in writing by Company for each such disclosure. Participant acknowledges and agrees that any actual or reasonably suspected violation of any of Company's intellectual property rights hereunder, including the restricted use or disclosure of Survey Results, will result in the immediate termination of any license granted to Participant hereunder (and in such event Participant agrees it will immediately return or destroy (or both) any copies of the Survey Results in its possession), and may be subject to legal action at Company's sole discretion.

44. License.

·a. To Company. Subject to the limitations herein, Participant hereby grants Company a perpetual, irrevocable, royalty-free, fully paid, fully transferrable and fully sub-licensable, worldwide, non-exclusive license to use and disclose the Input (i) as is reasonably necessary to operate the Survey and provide Survey Results, including without limitation to (A) make, use, sell, sublicense, execute, reproduce, distribute, edit and modify the Input; (B) create derivative works based on or incorporating the Input; (C) publicly display and publicly perform the Input; (D) make, have made, use, sell, import and export products and services that include the Input; and (E) otherwise commercially exploit the Input by all means and in any medium or format, now known or later developed (ii) as may be required by law or court order or for such other purposes as are permitted under Company's Privacy Policy referenced below, and (iii) to enhance the Survey and for its other commercial service offerings and for any other purpose (such as, but not limited to, for case studies and/or whitepapers, research and development, or partnership and promotional activities). Notwithstanding the foregoing, in performing any of the activities permitted under the license granted herein, Company may not disclose the Input publicly or to a third party in such a manner that the Input could be attributable to or reasonably permit the identification of Participant or any individual, except as may be required by applicable law, regulation, or court order.

·b. To Participant. Subject to the terms and conditions of this Agreement, Company grants Participant a non-exclusive, conditional, limited, non-transferable, freely revocable (i) right to access and participate in the Survey, and (b) license to access and use the Survey Results solely for Participant's internal, non-commercial, business purposes. Company reserves all rights not expressly granted in the Survey and Survey Results hereunder. Company may terminate this license and Participant's access to the Survey and Survey Results at any time for any reason or no reason. In the event that Company terminates the license granted herein without cause, upon Company's written request, Participant agrees to promptly return or destroy all copies of the Survey and Survey Results in its possession and provide Company with written confirmation of such return or destruction.

·c. License Restrictions. The following activities are prohibited under the license granted to participant under this Agreement, and as a condition of the license grant herein Participant acknowledges and agrees that Participant is restricted from: (i) copying, distributing, or disclosing any part of the Survey or Survey Results in any medium other than for Participant's internal business purposes permitted hereunder; (ii) using any automated system to participate in the Survey in a manner that may impose an unreasonable or disproportionately large load on Company's infrastructure used to provide the Survey, as determined by Company in its sole discretion; (iii) attempting to interfere with, or otherwise compromise the integrity or security of the Survey or the Survey Results, or any technology, website, data, information, content, tools, features, or functionality Company uses to administer the Survey or otherwise provides in connection with the Survey, including but not limited to submitting Input to an open Survey more than once, or submitting inaccurate, false, or intentionally misleading Input in response to the Survey; (iv) uploading viruses, worms, or other malicious code or software agents through the Survey; (v) attempting to use the Survey or the Survey Results for collecting or harvesting any personally identifiable information, including other participant names, from the Survey or Survey Results; (v) using the Survey or Survey Results for any commercial solicitation purposes; (vi) impersonating another person or otherwise misrepresenting Participant's affiliation with a person or entity, conducting fraud, hiding or attempting to hide Participant's identity; (vii) attempting to use the Survey or the Survey Results in order to obtain information about Company or its customers for the purpose of competing with Company or otherwise replicating some or all of the Survey or Survey Results for any reason other than as expressly permitted hereunder; or (viii) bypassing the measures Company may use to prevent or restrict access to the Survey and Survey Results.

55. Feedback. Participant may choose to, or Company may invite Participant to, submit feedback, comments, or ideas about or related to the Survey, including without limitation about how to improve the Survey, the Survey Results, or Company's products and services ("Feedback"). By providing any Feedback, Participant agrees that its provision of Feedback is gratuitous, unsolicited, and unrestricted, that Company will not have any obligation, fiduciary or otherwise, with regard to such Feedback, and that Company is free to disclose any Feedback on a non-confidential basis or otherwise to anyone, and use any Feedback without restriction or any additional compensation, attribution, or notification to Participant.

·Participant understands and agrees that Company's receipt or acceptance of Feedback does not constitute a waiver of any rights to use ideas similar or related to the Feedback previously known to Company, or developed by Company's employees, or obtained from sources other than Participant.

66. Confidentiality; Data Protection. Participant understands and agrees that the Survey and Survey results contain information that may constitute confidential information of Company, and except as expressly permitted by the license grant in this Agreement, Participant will hold in confidence and not disclose or use the Survey or Survey Results, and will use best efforts to protect against and prevent the unauthorized use, dissemination, or publication of the Survey or Survey Results. Company will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any of Participant's Input and other data or information Participant provides in response to the Survey. Such safeguards will include, without limitation and at a minimum, an information security program that meets the standards of industry practice to safeguard Participant's Input. To the extent the Input includes any personal information, Company will collect, store, and process such personal information in accordance with Company's Privacy Policy. Notwithstanding the foregoing, Company will not request from Participant, and Participant should not provide to Company in its Input or otherwise in relation to the Survey, any information other than that which is directly responsive to the Survey, and which Participant is permitted to disclose to Company. Participant understands and agrees that Participant, in its sole determination, is responsible for the content and accuracy of the information Participant elects to disclose to Company in submitting Input to the Survey, and that Company is not liable for any Input that is inaccurate, incomplete, or is mistakenly disclosed by Participant.

77. Logo Usage and Promotional Rights. Participant understands and agrees that it may be contacted by Company regarding Participant's participation in the Survey, including for Company to deliver the Survey Results to Participant. Unless permitted otherwise herein or separately agreed to by the parties, any public statements or releases, or any use of the other party's name, logo, trademarks and/or trade names not contemplated in this Agreement will require the mutual written consent of the parties.

88. Term and Termination. This Agreement will be effective for one year from the Effective Date, after which point it will terminate. Notwithstanding the foregoing, either party may terminate this Agreement at any time, for any reason, by giving the other written notice of termination. Sections 2 through 7 and 10 through 16 of this Agreement, and any remedies for breach of this Agreement, will survive any termination or expiration of the Agreement. If future Surveys are offered by Company after the termination or expiration of this Agreement, Participant may participate in such future Surveys by completing the Participant registration as applicable thereto, subject to eligibility requirements and acceptance of any applicable terms and conditions of participation.

99. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement, each party will be and act as an independent contractor and not as a partner, joint venturer, agent, or employee of the other and will not bind nor attempt to bind the other to any contract. As described above in this Agreement, the Survey and Survey Results are distinct from and do not constitute Company's services, and Participant does not become a customer of Company by participating in the Survey. Further, Participant will not be eligible to participate in any of Company's employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs.

1010. No Conflicts; Compliance with Policies and Guidelines of other Institutions. Participant represents and warrants that its Input was accurate when provided to Company and that neither this Agreement nor the performance thereof will conflict with, either directly or indirectly (such as through a member of Participant's immediate family), or violate any obligation of Participant, hereunder or otherwise, or right of any third party. Participant will notify the Company in writing a reasonable amount of time in advance of any such potential conflict of interest, specifying the nature of such potential conflict.

1111. Indemnification. Participant will indemnify, defend and hold harmless Company and its affiliates, successors and assigns (and its and their shareholders, officers, directors, employees, sublicensees, clients and agents) from any and all claims, losses, liabilities, damages, settlements, expenses and costs (including liquidated damages, attorneys' fees and court costs) which arise out of or relate to (i) Participant's use of and access to the Survey or Survey Results, including any data or content transmitted or received by Participant; (ii) Participant's violation of any term of this Agreement; (iii) Participant's violation of any third-party right, including without limitation any right of privacy, right provided by any labor or employment law, rule, or regulation, or intellectual property right; (iii) Participant's violation of any applicable law, rule or regulation; (iv) any content or Input that is submitted by Participant including without limitation misleading, false, or inaccurate information; (v) Participant's gross negligence or willful misconduct; or (vi) any other party's unauthorized access to and use of the Survey or Survey Results arising from Participant's acts or omissions in violation of this Agreement.

1212. No Warranty; Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, ALL

·SERVICES PROVIDED BY THE COMPANY INCLUDING WITHOUT LIMITATION THE SURVEY, SURVEY RESULTS,

·AND ALL TECHNOLOGY, WEBSITES, DATA, INFORMATION, CONTENT, TOOLS, FEATURES, OR FUNCTIONALITY

·COMPANY USES TO ADMINISTER THE SURVEY OR OTHERWISE PROVIDES IN CONNECTION WITH THE

·SURVEY, ANY ANALYSIS, AND ALL COMPANY PERFORMANCE HEREUNDER ARE PROVIDED "AS IS" AND "AS

·AVAILABLE", AND COMPANY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER

·EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF

·MERCHANTABILITY, ACCURACY, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE AND

·NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMPANY DOES

·NOT WARRANT THAT THE SURVEY RESULTS AND ANYTHING ELSE PROVIDED TO PARTICIPANT WILL BE

·ERROR-FREE, RELIABLE, OR CORRECT; THAT THE SURVEY OR SURVEY RESULTS WILL BE AVAILABLE AT ANY

·PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE

·CORRECTED; OR THAT THE SURVEY OR SURVEY RESULTS IS FREE OF VIRUSES OR OTHER HARMFUL

·COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE

·SURVEY OR SURVEY RESULTS IS DOWNLOADED AT PARTICIPANT'S OWN RISK AND PARTICIPANT WILL BE

·SOLELY RESPONSIBLE FOR ANY DAMAGE TO PARTICIPANT'S NETWORKS, SYSTEM, OR LOSS OF DATA THAT

·RESULTS FROM SUCH DOWNLOAD OR PARTICIPANT'S USE OF THE SURVEY OR SURVEY RESULTS.

·PARTICIPANT UNDERSTANDS AND AGREES THAT THE SURVEY AND SURVEY RESULTS ARE FOR

·INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE. NO

·ACTION SHOULD BE TAKEN BASED UPON ANY SUCH INFORMATION WITHOUT FIRST SEEKING

·INDEPENDENT PROFESSIONAL ADVICE FROM A PERSON WHO IS LICENSED AND/OR QUALIFIED IN THE

·APPLICABLE AREA FOR WHICH ADVICE IS SOUGHT. FOR THE AVOIDANCE OF DOUBT, PARTICIPANT WILL BE

·SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS, RULES, AND REGULATIONS

·AFFECTING PARTICIPANT'S BUSINESS, AS WELL AS ANY USE PARTICIPANT MAY MAKE OF THE SURVEY OR

·SURVEY RESULTS TO ASSIST IN COMPLYING WITH ANY SUCH LAWS, RULES, OR REGULATIONS. COMPANY

·DOES NOT PROVIDE ANY LEGAL, REGULATORY, ACCOUNTING, OR TAX ADVICE, AND PARTICIPANT WILL RELY

·SOLELY UPON PARTICIPANT'S OWN ADVISORS WITH RESPECT TO SUCH ADVICE.

·The Survey and Survey Results are designed and intended for use by participants located in the United States. Company makes no representations that the Survey and Survey Results are appropriate, intended, or available for use in other locations. Those who attempt to access or use the Survey or Survey Results from other jurisdictions do so of their own free will and volition, and are entirely responsible for compliance with any and all laws applicable to such attempted access and use, as well as all applicable United States and local laws and regulations, including but not limited to export and import regulations.

·Participant may not use the Survey or Survey Results if Participant is a resident of a country embargoed by the United States, or is a foreign person or entity blocked or denied by the United States government.

·Unless otherwise explicitly stated, all content, information, data, and any other Input contained in or related to the Survey and Survey Results is solely directed to individuals, companies, or other entities located in the United States.

1313. Limitation of Liability. COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL,

·SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR

·LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO

·THE USE OF, OR INABILITY TO USE, THE SURVEY OR SURVEY RESULTS. UNDER NO CIRCUMSTANCES WILL

·COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM ANY UNAUTHORIZED

·ACCESS OR USE OF THE SURVEY OR SURVEY RESULTS, OR PARTICIPANT'S INPUT. THIS LIMITATION OF

·LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF

·SUCH DAMAGE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY OR

·DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO PARTICIPANT. THIS

·AGREEMENT GIVES PARTICIPANT SPECIFIC LEGAL RIGHTS, AND PARTICIPANT MAY ALSO HAVE OTHER

·RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF

·LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW, BUT

·WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

1414. Class Action Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF

·WHETHER THEY HAVE OBTAINED OR USED THE SURVEY OR SURVEY RESULTS FOR PERSONAL, COMMERCIAL

·OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS

·A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE

·ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS

·ARBITRATION, AND, UNLESS COMPANY AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE

·MORE THAN ONE PERSON'S CLAIMS. PARTICIPANT AGREES THAT, BY ENTERING INTO THIS AGREEMENT,

·PARTICIPANT AND COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION,

·COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

1515. Miscellaneous. This Agreement and the services performed hereunder are personal to Participant and Participant will not have the right or ability to assign, transfer or subcontract any obligations under this Agreement without the written consent of Company. Any attempt to do so will be void. Company will be free to transfer any of its rights under this Agreement to a third party. Any breach of Sections 2, 3, 4 or 6 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to seek injunctive relief with respect thereto in addition to any other remedies. This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof, and the parties agree that the venue for any disputes arising hereunder will be the state and federal courts located in San Francisco County, California. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.