Part of the agreement

Lattice Integration Partner Data Processing Addendum

64,799 words, 1204 clausesupdated September 4, 2026read 17/10/2026source

·Lattice Event Terms and Conditions

·Version Version 1.0 (Current)

·Effective April 26th 2023

·Download

·Table of Contents

·LATTICE EVENT TERMS AND CONDITIONS

·Introduction

·Thank you for registering for a Lattice event ("Event"). Lattice Events are organized either by Degree, Inc. d/b/a Lattice, or Lattice Technologies Limited (each "Lattice"), which reserves the right, in its sole discretion, to limit or deny access to any entity or individual. Regardless of whether your registration is submitted by you or your proxy, the following Lattice Event Terms and Conditions ("Terms") apply to you and your attendance at or participation in any Lattice Event, whether in-person or virtual. "Attendee" for purposes of these Terms will include all participants and attendees at the Event, including any Sponsors, Exhibitors, and Attendees.

·To register for an Event, you must acknowledge and accept these Terms. Your agreement to these Terms is a condition of your participation in or attendance at an Event. By participating in or attending a Lattice Event, you acknowledge that you are or will be at least 18 years old or older at the time of the Event, and have read and understand, and agree to, these Terms. If you do not agree to these Terms, you should not register for an Event. Submission of a registration for an Event constitutes your agreement to these Terms.

·Lattice Event Code of Conduct

·The following Lattice Event Code of Conduct (the "Code") forms a material part of these Terms, and outlines Lattice's expectations for all Attendees who attend or access a Lattice Event and for those who utilize Lattice's Event Services. Event organizers will enforce this Code and expect cooperation from all Attendees to help promote a safe and productive environment and Event experience for everyone.

·Please do:

·Maintain a respectful, considerate, and courteous attitude towards everyone you engage with at the Event, whether online or in-person at the venue;
·Secure your belongings and be mindful of your surroundings and of your fellow Attendees;
·Promptly notify Event organizers if there is a situation that looks concerning, could be dangerous, or violates this Code or these Terms;
·Provide clear, valuable, honest information;
·Be sensitive to discussion topics that might implicate antitrust / competition laws when engaging in any peer activity at an Event

·Please do not:

·Demean, discriminate, abuse, harass, or threaten those who you engage with at an Event, whether online or in-person at the venue;
·Use an Attendee list or roster to spam or send unsolicited commercial content to Attendees;
·Post, distribute, or discuss content that is obscene or otherwise objectionable;
·Use an Event for unauthorized commercial or advertising purposes. Event organizers reserve the right to remove and exclude any individual from the Event who is reported to be soliciting and who is not an Event sponsor or exhibitor; or
·Post copyrighted or trademarked content without permission from the owner.

·In addition to the foregoing, Lattice prohibits discrimination, harassment, and bullying against any person for any reason. Attendees are expected to adhere to this Code and respect the rights of others.

·How Lattice Uses Your Personal Information

·Lattice is committed to data privacy and protecting your personal information. Information on how Lattice collects, processes, and uses your data is described in Lattice's Privacy Policy which is hereby incorporated into these Terms. Additionally, by providing your email address during the registration process, you agree that Lattice may send you Event-related information. A valid email address is required for registration. Lattice uses the personal information you provide at registration for administering your attendance and participation in the Event. This may include information about Event content, logistics, updates, and additional information related to the Event.

·Lattice may disclose your personal data to third party service providers engaged by Lattice to assist in the conduct of the event (e.g. a virtual Event platform provider). Depending on the Event, Lattice may also share your registration information with Lattice's Event partners or co-sponsors who may send you Event related information. In such instances you will be notified at the time you provide your information to Lattice if it will be shared by Lattice with any Event partners. Information shared with any such third parties may be subject to the privacy policies of those parties. Except as described herein, in Lattice's Privacy Policy, or during Event registration, Lattice will not disclose your personal data to any other third party without your consent unless required to do so by law.

·Photo, Video, and Audio Recordings Taken at an Event

·To comply with global data privacy laws, Lattice imposes certain restrictions on the use of multimedia at its events (e.g. photography, video, audio, online streaming, and all future mediums). Unless expressly prohibited, such as by a speaker or for a particular Event session, Attendees of in-person Events are permitted to use hand-held cameras, smart phones, computers, or other devices to take photographs, record audio and/or video, and capture digital images (collectively "Recordings" for personal, non-commercial use, provided such activity is not disruptive. Additionally, out of respect for other Attendees, please refrain from Recording any individuals who request not to be recorded. Recordings may not be published, sold, reproduced, transmitted, distributed or otherwise commercially exploited in any manner whatsoever absent Lattice's express written permission. Recording of virtual and online Events for any reason is strictly prohibited, and by attending an online or virtual Event you hereby acknowledge and agree that you are not permitted, and will not, make any Recordings of all or portions of a virtual or online Event. Notwithstanding the foregoing, Lattice will typically make sessions from virtual and online Events available for on-demand viewing following the Event.

·Lattice may hire professional service providers (photo/video/streaming/audio) to document and display the Event experience. Lattice may also use social media (e.g. Twitter, LinkedIn, etc.) to: (i) post real-time photos and videos to its social media feeds; and (ii) display select submissions from those feeds on monitors throughout the event venue. Depending on the Event, Attendees and sponsors may be encouraged to capture their Event experiences and post their own social content from the event (text, photos, audio, video, streaming), provided in any case such Recordings do not infringe upon the rights of any Attendee, sponsor, third party, or Lattice. Such infringement would include, but is not limited to, defamation or infringement of intellectual property rights. In the event an Attendee requires a release or permission to protect the rights of a third party, obtaining such a release or permission shall be the sole responsibility of the Attendee.

·By attending or participating in an Event, you acknowledge and agree as follows: (a) Lattice may edit and use footage it captures at the event for marketing and promotional activities and for any other lawful purpose in the ordinary course of its business; and (b) due to the prevalence of mobile recording devices in today's world, Lattice disclaims, and you expressly release Lattice from, all liability for the capture of your image in any multimedia format by other Attendees or sponsors at the event.

·Attendee List; Suitcasing

·As an Attendee, depending on the Event, you may be entitled to opt-in to the Attendee list. Where you opt-in, other Attendees may be able to view the profile information you supply. The Attendee list is designed to help you find and connect with your peers before, during and after the Event, provided Suitcasing and Outboarding at an Event are strictly prohibited. As used herein, (a) "Suitcasing" refers to the practice where companies or persons attend an Event as Attendees but "work the aisles" soliciting business from other Attendees, including without limitation sponsors or speakers, and (b) "Outboarding" occurs where companies or persons set up events or activities at a location other than the Event venue (or at the Event venue) without Lattice's consent that (y) encourage attendees to leave the Event or (z) otherwise compete with the Event. You agree that you will not (i) engage in or support Suitcasing or Outboarding in any way, or (ii) plan, attend or participate in an Outboarding event that takes place during an Event or two (2) days before or after an Event.

·Badge Policy

·Where attendance at an Event requires Attendees to use an Event badge or credential, sharing of Attendee badges/credentials is not permitted at any time. Badges/credentials are issued to, and can be picked up and used only by, the Attendee named in the registration. Photo identification may be required for each Attendee when collecting a badge onsite, where applicable. If an Event requires badges, badges must be worn at all times during the Event. Lattice reserves the right to remove any Attendee from the Event found violating these conditions, and may restrict the Attendee from participating in future Lattice Events.

·At Events where badges are issued to Attendees, Event sponsors, exhibitors, and other third parties may directly request your personal information at their exhibit booths or presentations. Providing your information to them, such as by scanning your badge, is optional, and you should review their privacy policies about how they will treat your personal information. If during an Event you attend a session or program hosted by a sponsor or exhibitor other than Lattice, you understand and agree that when you present your badge for scanning or when you provide personal information, that information will go to a non-Lattice entity and Lattice takes no responsibility for how that entity uses your personal information.

·Guest Speakers

·Certain Events may feature key figures from various industries to share their personal perspectives, ideas, and insights as guest speakers. Guest speakers are not employees of Lattice and Guest Speaker views and opinions are entirely their own and in no way reflect the views and opinions of Lattice. If you agree to speak at an Event as a guest speaker, you agree that Lattice may share your contact and biographical information, and in some cases your photograph, with Attendees. In other cases, Lattice may publicly post on the Event website, and/or other materials promoting the Event, information such as your name, employer, physical work address, work email address, as well as a link to your company website and/or professional page (e.g., your LinkedIn profile). Additionally, if you agree to be a guest speaker at an Event you may be required to complete a release agreement, copyright form, or other form of speaker agreement prior to your presentation.

·Logos, Trademarks, and Presentation Materials

·Registering for and attending an Event does not grant you any rights to use Lattice's or any other third party's name, logos or trademarks. By attending or participating in an Event you may receive access to Lattice and other third-party licensed content ("Presentation Materials"). The Presentation Materials provided to you by registering for and attending the Event, including all images, designs, photographs, writings, graphs, data, or otherwise are Lattice's or its sponsors', exhibitors', or other third party's property and may protected by international copyright, trademark, trade secret, or other proprietary rights. Lattice is not liable for the information in the Presentation Materials. Except as expressly permitted or prohibited otherwise, you may use Presentation Materials (including session audio/video recordings where available) solely for your own internal, non-commercial purposes. Unauthorized distribution (via sales, copying, posting on intranet/internet) is expressly prohibited. Excerpting or quoting from any Presentation Materials is permitted solely with prior written approval from the owner of such Presentation Materials.

·Consequences of Violating these Terms

·Your violation of these Terms may result in the suspension or expulsion from the Event without warning and at Lattice's sole discretion. In such case, you agree that you may also be prohibited from registering or attending future Events.

·Liability Release and Waiver

·In consideration of being allowed to register for, attend, and participate in the Event, you hereby warrant and represent that you are or will be age 18 or above at the time of the Event and freely waive, release from liability, assume all risks, and covenant not to sue Lattice or its members, employees, board members, agents, or volunteers for any expense, loss, damage, personal injury, including loss of life, illness, including but not limited to COVID-19, disability, property damage, or property theft or actions of any kind that you may hereafter suffer or sustain before, during, or after the Event, unless said expense, loss, damage, personal injury, including loss of life, illness, disability, property damage or property theft or actions of any kind is caused by the sole, gross negligence or willful misconduct of Lattice. As between Lattice and Attendees, Attendees are at all times responsible for the manner in which they access or attend the Event, including but not limited to their devices, network, and technology used to access an Event, as well as any hotel, travel, and transportation reservations or services used in relation to their attending an Event. This Liability Waiver and Release is specifically binding upon your heirs and assigns and is knowingly given.

·Changes to the Event

·Lattice Events are subject to change at any time. Lattice does not guarantee the attendance of any third party (including any sponsor or speaker), or that any scheduled session, breakout, keynote or other activity will take place.

·General

·Lattice reserves the right to change, amend, add, or remove any of the above Terms in its sole discretion and without prior notice. If one or more of the conditions outlined in these Terms should become invalid, the remaining conditions will continue to be valid and apply. The views expressed by any Attendee, including without limitations any speaker, exhibitor, or sponsor are not necessarily those of Lattice. All Attendees, speakers, exhibitors, and sponsors are solely responsible for the content of all individual or corporation presentations, marketing collateral, and/or advertising. These Terms and all matters arising out of or relating to these Terms, whether in contract, tort, by statute or otherwise, are governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of law provisions, and the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, except that Events organized primarily by Lattice Technologies Limited are governed by and construed in accordance with the laws of England and Wales, without giving effect to the conflict of law provisions, and in such cases the parties agree to submit to the exclusive jurisdiction of the English courts.

·Lattice Event Speaker Terms and Conditions

·Version Version 1.0 (Current)

·Effective April 26th 2023

·Download

·Table of Contents

·Lattice Event

·Speaker Terms and Conditions

·By submitting an application to appear or present at a speaking opportunity (a "Speaker Application") at an event organized or sponsored either by Degree, Inc. d/b/a Lattice, or Lattice Technologies Limited (each "Lattice"), whether virtual or in-person (in each case a "Lattice Event"), regardless of whether the Speaker Application is submitted by the individual named thereon (the "Speaker", "you" or "your") or their proxy, Speaker represents that Speaker is or will be at least 18 years old or older at the time of the Lattice Event or the recording of Speaker's appearance for publication and presentation at, and distribution following, the Lattice Event, and that Speaker has read and understands these Lattice Event Speaker Terms and Conditions ("Speaker Terms"). The Speaker Terms are effective upon submission of the Speaker Application (the "Effective Date") and if Speaker is selected by Lattice to appear or present at a Lattice Event will remain in effect until termination or expiration in accordance with these Speaker Terms.

·Unless Speaker subsequently enters into a separate agreement with Lattice that supersedes some or all of the provisions of these Speaker Terms, upon submission of a Speaker Application, Speaker represents that Speaker is not prohibited or conflicted from and has the authority to enter into and form a binding contract with Lattice, and agrees to be subject to, abide and be bound by, these Speaker Terms if the Speaker Application is accepted by Lattice for Speaker to appear or present at a Lattice Event.

·For the avoidance of doubt, Lattice is under no obligation to respond to, accept, or approve of a Speaker Application, and submission of a Speaker Application does not guarantee that Speaker will be selected or approved as a Speaker at a Lattice Event.

·In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lattice and Speaker agree as follows: Speaker Obligations

·Speaker will prepare and deliver their presentation at, or where applicable record their presentation for, the Lattice Event in accordance with Lattice's reasonable instructions (including but not limited to with regard to the subject matter, length, date, and time of Speaker's presentation) and the Speaker Terms. Speaker agrees: (i) to be present at the specified Lattice Event or recording session, which the exact date and time of Speaker's presentation will be shared with Speaker through electronic communication; (ii) to let Lattice record Speaker's session and make it available to Lattice Event attendees and participants, Lattice employees, contractors, officers, directors, volunteers or other personnel, and the general public either at no additional cost or for a fee; and (iii) that Lattice can add Speaker's name, topic, and short biography to Lattice's websites and any marketing or promotional materials related to the Lattice Event.

·Speaker agrees to provide Speaker's presentation content and material ("Content") to Lattice for review and approval within the timeframe established by Lattice in its sole, reasonable discretion. Speaker accepts that time is of the essence in relation to the delivery of the Content. Speaker warrants that the Content: (a) materially conforms to Lattice's reasonable instructions as well as any subject matter and content guidelines agreed upon by Lattice and Speaker; (b) is written, developed, and prepared with the skill, care, and ability of someone of Speaker's caliber in Speaker's field of expertise; (c) is of a high standard and reasonably suitable for the Lattice Event participants or attendees to whom it is addressed; and (d) does not contain anything which is illegal, discriminatory, derogatory, "hate speech", blasphemous, defamatory, indecent, or which infringes the statutory or common law rights of any individual or third parties including any intellectual property rights.

·If in the opinion of Lattice the Content: (i) is not of a standard suitable for the Lattice Event; (ii) does not comply with these Speaker Terms or does not materially conform to Lattice's reasonable instructions as well as any subject matter and content guidelines agreed upon by Lattice and Speaker; or (iii) is not provided to Lattice on or before the specified delivery date, Lattice will discuss this with Speaker and attempt to resolve any issues in good faith. Regardless of the outcome of any such discussions, Speaker understands and agrees that Lattice is under no obligation to accept or use the Content, and that Lattice may reject the Content and cancel Speaker's presentation at the Lattice Event in Lattice's sole discretion.

·In addition to the foregoing, Speaker acknowledges and agrees that Lattice takes no responsibility for, and specifically disclaims any responsibility for, the Content. Lattice may, however, upon reviewing the Content (if Lattice chooses to do so), request that Speaker make changes to the Content, including editing, adapting, or altering the Content in a manner that Lattice reasonably determines in its sole discretion may be suitable for presentation at the Lattice Event. In such case, Lattice will endeavor to provide Speaker with sufficient notice and reasons for any requested changes, and will take Speaker's views into account wherever reasonably possible.

·Unless otherwise agreed to with Lattice, Speaker remains at all times responsible for their travel, lodging, meals, and any other out of pocket expenses incurred in relation to the Lattice Event, if any. Lattice Obligations

·Lattice is responsible for organizing, recording, and producing the Lattice Event, and will provide support services that it determines to be required for the Lattice Event. For in-person Lattice Events this will include any audio, video, lighting, and recording equipment. For virtual or online events this will include a virtual platform for recording and producing the Lattice Event, provided unless otherwise agreed to by Lattice, Speaker is responsible for providing their own equipment or device capable of connecting to such platform. If Speaker requires or desires any non-typical equipment or support, Speaker must provide Lattice with sufficient notice for Lattice to reasonably be able to procure the same. Lattice has no obligation to grant or comply with any such request, and is entitled in its sole discretion to reject any such request for any reason. Term, Termination, and Survival

·The term of these Speaker Terms will commence on the Effective Date and continue until completion or cancellation of the applicable Lattice Event, unless sooner terminated in accordance with the terms set forth herein.

·Lattice has the right to terminate these Speaker Terms and cancel Speaker's appearance or presentation at any time, effective immediately, for any reason or no reason, on written notice (e-mail sufficient) to Speaker or, where applicable, Speaker's employer or authorized representative.

·Speaker may terminate these Speaker Terms by giving written notice to Lattice if Lattice: (i) materially breaches the Speaker Terms and fails to remedy such breach within 30 days of Speaker's notice given to Lattice; (ii) materially breaches the Speaker Terms where such breach is not capable of remedy; (iii) if Lattice becomes insolvent, files a petition for bankruptcy, or commences, or has commenced against it, proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or (iv) Lattice announces that the Lattice Event, or the relevant part thereof, is canceled and will not be rescheduled or will be postponed indefinitely or to a time that makes Speakers appearance or presentation materially impracticable, or Lattice substantially changes the nature or requirements of Speaker's planned presentation at the Lattice Event.

·Following any termination or expiration of these Speaker Terms, the rights and obligations of the parties in these Speaker Terms which, by their nature, should survive termination or expiration of these Speaker Terms, will survive any such termination or expiration of these Speaker Terms. Speaker's Content Release

·Lattice may desire to share Lattice Event content beyond and following the Lattice Event. As such, sessions held during the Lattice Event may be photographed and recorded, and made publicly available through the Lattice website and digital properties, as well as third-party platforms including those of Lattice's partners, sponsors, or social media platforms.

·In consideration for the platform provided to Speaker at or through the Lattice Event, the Speaker grants Lattice the right and all necessary licenses to make recordings of and take photographs of Speaker's presentation at the Lattice Event ("Recordings") and to (i) copy, reproduce, distribute, publish, broadcast, display, edit, translate, make derivatives of, or otherwise disseminate the Recordings, in whole or in part, without any further approval from the Speaker, throughout the world, in perpetuity, in any and all media now known or hereafter developed, (ii) use the Recordings for educational purposes, commercial purposes, publicity, and promotion of Lattice and Lattice Events in general. This grant to Lattice includes, but is not limited to, the right to use the Recordings either alone or together with supporting information, such as Speaker's name, voice, photograph, likeness, and biographical data.

·Speaker agrees to release Lattice, and its officers, licensees, and assignees, from any and all claims Speaker or any third party may have arising out of Speaker's participation in the Lattice Event and the uses of any Recordings. Additionally, Speaker expressly waives any rights to royalties or other compensation it may have arising from or related to Speaker's presentation, appearance, or Content. This release, including the rights and licenses granted hereunder, is intended to survive the expiration or termination of these Speaker Terms, and accordingly there is no time limit on the validity of the same, nor is there any geographic limitation hereunder on where the Recordings (in whole or in part) may be distributed.

·Speaker represents and warrants to Lattice that Speaker is authorized to grant to the licenses, rights, and release set forth herein above. Intellectual Property

·Speaker owns all intellectual property in the Content and nothing in these Speaker Terms transfers any intellectual property to Lattice. In order for Lattice to obtain the full benefit of Speaker's presentation, Speaker grants Lattice the rights and licenses set out in the Speaker's Content Release provision, as applicable. Speaker warrants that the Content is an original work and does not infringe on the rights of any third party, including without limitation intellectual property rights. To the extent that the Content contains any third party intellectual property rights (other than Lattice materials), Speaker warrants that Speaker has obtained from such third party the unrestricted, perpetual, worldwide permission for Lattice and its licensees to use such intellectual property rights in the Content for the purpose of the Lattice Event and in accordance with the licenses granted in these Speaker Terms. All such third-party intellectual property rights must be identified and acknowledged by Speaker in the Content.

·Speaker will indemnify and keep Lattice indemnified at all times against any and all actions, claims, proceedings, costs, and damages, and all legal costs and other expenses reasonably incurred by Lattice, or for which Lattice may become liable, with respect to any intellectual property rights infringement claim relating to or arising out of Speakers Content or presentation, or otherwise arising from or related to Speaker's participation in a Lattice Event. Confidentiality

·If selected to appear or present at a Lattice Event, Speaker may have access to Lattice's information, which will be deemed "Confidential Information" if identified as such by Lattice or if the information by its nature is normally and reasonably considered confidential, such as information regarding products, methodology, research, customers, business partners, business plans and any information that provides a competitive advantage, or information that would cause Lattice irreparable harm if disclosed without Lattice's authorization. Speaker agrees to maintain Lattice's confidentiality and will not make any unauthorized Use of any private or Confidential Information about Lattice, the Lattice Parties, Lattice's customers, or Lattice's private or financial affairs, as the case may be. This restriction does not apply to any information which is already in, or comes into, the public domain otherwise than through Speaker's unauthorized disclosure. Notwithstanding these terms, the provisions of this Clause will survive any expiration or termination of these Speaker Terms.

·Promotional Rights.

·Lattice shall have the exclusive right to: publicly promote Speaker's participation in the Lattice Event and Speaker's presentation in a manner of Lattice's choosing, which may include use of Speaker's biography and likeness, both before and after the Lattice Event. Upon Lattice's request, Speaker must timely provide Lattice an approved biography and image or likeness of Speaker for Lattice's use promoting the Event. Lattice may, but will not be required, to seek Speaker's approval for Lattice's use of the approved biography or likeness as contemplated hereunder.

·Lattice will promote the Lattice Event in Lattice's sole discretion, and does not provide any promises or warranties that the intended participants or attendees can or will attend, view, or participate in the Lattice Event, or that any promotion or publicity expected or desired by Speaker will be generated.

·Speaker may promote the Lattice Event only in accordance with Lattice's instructions or prior written approval, and at all times subject to these Speaker Terms and where applicable any Lattice Event Terms and Conditions, provided that such promotional initiatives and any cost associated therewith will be the sole responsibility of the Speaker. In addition, Speaker will neither have any authority to bind or commit Lattice in any manner nor will Speaker represent to any person that it is an agent of Lattice or is otherwise authorized to bind Lattice to any transaction. Relationship

·As between Lattice and Speaker, Speaker understands and agrees that Speaker is an independent contractor and that Speaker is not Lattice's employee, worker, partner, or agent. If applicable, Speaker shall be solely responsible for the payment of their income tax and insurance and Speaker is not entitled to the provision of any employee benefits from Lattice nor will Lattice be required to pay any sick pay, holiday pay, or insurance on behalf of Speaker. Speaker at all times remains responsible for the payment of any and all taxes of any kind resulting from the services Speaker performs in relation to a Lattice Event.

·Speaker agrees to indemnify and keep Lattice fully indemnified against all costs (including legal costs), claims, demands, deductions, contributions, assessment, expenses, penalties, fines, interest, and liabilities arising out of or in connection with (i) any claim, finding, or determination that Speaker is an employee, worker, or agent of Lattice (including Lattice's costs of terminating any employment or alleged employment), (ii) any claim, finding, or determination by the relevant tax or regulatory authorities that Lattice is obliged to make tax or insurance (or equivalent) contributions or social security contributions on the basis that Speaker is, or deemed to be, an employee, worker, or agent of Lattice, and/or (iii) any breach by Speaker of the warranty above. Limitation of Liability

·Speaker understands and agrees that Lattice and its shareholders, officers, directors, employees, agents, independent contractors and representatives (the "Lattice Parties") will not be liable for, and Speaker assumes all such risk and expressly releases the Lattice Parties from, any direct, indirect, consequential, punitive, special, or any other damages, losses, suits, claims, causes of action, liabilities, expenses, costs, and attorneys' fees incurred arising from or in relation to Speaker's appearance at, participation in, or otherwise in connection with a Lattice Event or these Speaker Terms, whether the events giving rise to the same occur prior to, during, or after a Lattice Event. Speaker further agrees to indemnify, defend, and hold harmless the Lattice Parties from any and all losses, damages, fines, suits, claims, causes of action, liabilities, expenses, costs, and attorneys' fees incurred arising from or in relation to Speaker's appearance at, participation in, or otherwise in connection a Lattice Event or these Speaker Terms, whether the events giving rise to the same occur prior to, during, or after a Lattice Event. Assignment

·Speaker acknowledges and agrees that Speaker has no right to assign, transfer, delegate, or subcontract any of Speaker's rights or obligations under these Speaker Terms without the prior written consent of Lattice. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No attempted assignment, transfer, delegation, or subcontract will relieve Speaker of any of Speaker's obligations hereunder. Notwithstanding the foregoing, if Speaker is unable to perform their obligations hereunder, Speaker may, with the prior written approval of Lattice, appoint a suitably qualified and skilled substitute to appear or present in place of Speaker, provided that any such substitute will be required to enter into direct Speaker Terms with Lattice, including with regard to confidentiality.

·Lattice may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under these Speaker Terms without Speaker's prior written consent. General

·Except where Speaker subsequently enters into a separate agreement with Lattice that supersedes some or all of the provisions of these Speaker Terms, these Speaker Terms constitute the entire agreement between Speaker and Lattice. Each party agrees that they do not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Speaker Terms. The rights and liabilities of the parties hereto are binding on, and shall inure to benefit of, the parties and their respective successors and permitted assigns. Any variation to the provisions of these Speaker Terms will have no effect unless expressly agreed in writing and signed by a duly authorized representative of Lattice. These Speaker Terms and all matters arising out of or relating to these Speaker Terms or a Lattice Event, whether in contract, tort, by statute or otherwise, are governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of law provisions, and the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, except that Lattice Events organized primarily by Lattice Technologies Limited are governed by and construed in accordance with the laws of England and Wales, without giving effect to the conflict of law provisions, and in such cases the parties agree to submit to the exclusive jurisdiction of the English courts. Speaker hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to these Speaker Terms or a Lattice Event.

·Lattice University Terms of Use

·Version Version 1.0 (Current)

·Effective May 27th 2023

·Download

·Table of Contents

·LATTICE UNIVERSITY TERMS OF USE

·These Lattice University ("Lattice U") Terms of Use ("Lattice U Terms") govern access to and use of Lattice U and all additional domains, including on-demand course content, credentials, certification exams and live sessions, as each may be made available by Degree, Inc. dba Lattice ("Lattice", "we", "our", or "us"). As used herein, the term "you", "your", or "yours" refers to both the individual registering to access and actually accessing, using, or participating in Lattice U, as well as, where applicable, the entity or organization (a) through which they access Lattice services through a paid subscription (a "Lattice Customer"), or (b) on whose behalf or at whose direction they are authorized to access Lattice U, including without limitation as an employee, consultant, contractor, or agent (your "Organization"). By accessing Lattice U, you agree to abide and be bound by these Lattice U Terms, including Lattice's Privacy Policy which is incorporated herein by reference, and you represent that you are authorized to agree on behalf of and bind the Lattice Customer or your Organization, as each may be applicable, to the terms and conditions set forth in these Lattice U Terms. Further, you understand and agree that accessing, participating in, or using Lattice U does not constitute you or your Organization becoming a customer of Lattice absent a paid subscription to Lattice services. For the avoidance of doubt, you understand and agree that Lattice U is distinct from and does not constitute Lattice services. Notwithstanding the foregoing, if you are accessing Lattice U as an employee, consultant, contractor, or agent of a Lattice Customer, these Lattice U Terms supplement the Lattice Terms of Service or any other agreement (an "Agreement") between the Lattice Customer and Lattice, and such Agreement is incorporated here by reference. In such case, any terms not defined or provisions not set forth in these Lattice U Terms will be as defined in the Agreement, if applicable, and in the event of a direct conflict between the Lattice U Terms and the Agreement, solely with respect to the subject matter herein, these Lattice U Terms will govern.

1Access Upon successfully registering for a Lattice U account using your name and a corporate email address, and subject at all times to your compliance with these Lattice U Terms, and where applicable an Agreement, Lattice grants you a non-exclusive, non-sublicensable, non-transferable right to access and use Lattice U solely for your internal business use. You are required to use complete and accurate information to register for and access Lattice U. Some Lattice U content may only be accessible to you if you access Lattice U as an employee, consultant, contractor, or agent of a Lattice Customer. No rights are granted hereunder for you to access Lattice U or any features or content therein for your or any other party's commercial use.
2Your Responsibilities By accessing and using Lattice U, you understand and agree that your access to and use of Lattice U is conditional upon your agreement to and compliance with the Lattice U Terms. At all times you must comply with all laws and regulations applicable to your access to or use of Lattice U, including any content, materials, or other information provide to or achieved by you through Lattice U. You are responsible for remaining aware of any updates to Lattice U content and features, which may be updated from time-to-time without notice to you. If Lattice determines that you have violated these Lattice U Terms, then upon notice from Lattice, you will promptly remediate any such issues, or cease all use of Lattice U. Where Lattice U provides the opportunity to earn achievements such as through program completions, badges, awards, or certifications (hereinafter a Lattice U "Credential"), you will only use, display, or promote the Credential(s) to indicate that you have satisfied the requirements to achieve such Credential. You are responsible for maintaining the confidentiality of all passwords or credentials you use to access Lattice U, and you agree to notify us promptly of any actual or suspected unauthorized use of your account, or any other breach or suspected breach of these Lattice U Terms. You are also responsible for obtaining and maintaining any equipment and ancillary services needed to connect to the internet in order to access or otherwise use Lattice U, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"), excluding the equipment and technology necessary for us to host and make Lattice U available to you. You are responsible for maintaining the security of the Equipment.
3Restrictions on Use
3.1Except as specifically provided in these Lattice U Terms, an Agreement, or as expressly permitted by Lattice in a separate writing, you will not: (i) make Lattice U available to, or use any Lattice U for the benefit of, any third party, (ii) sell, resell, license, sublicense, distribute, rent or lease any portion of Lattice U, or include any portion of Lattice U in a service or outsourcing offering, (iii) use Lattice U to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (iv) use Lattice U to store or transmit any virus, malware, or any other malicious code, (v) interfere with or disrupt the integrity or performance of Lattice U or any third-party data contained therein, (vi) permit direct or indirect access to or use Lattice U in a way that circumvents Lattice U access restrictions, or use Lattice U to access any Lattice or Third Party intellectual property, except as expressly permitted under these Lattice U Terms, an Agreement, or separate writing between you and Lattice, (vii) frame or mirror any part of Lattice U (viii) access Lattice U in order to build a competitive product or service or to benchmark with a non-Lattice U product or service, (ix) reverse engineer, copy, or modify software included as part of Lattice U, (x) utilize Lattice U for improper, fraudulent or other non-legitimate business purpose, or (xi) use, modify, or exploit Lattice U or any content or materials therein in any way that infringes or misuses Lattice's or a third party's rights, including intellectual property or privacy rights, or violates or causes any other party to violate these Lattice U Terms or any applicable law.
3.2Specifically with regard to any Credential, except as specifically provided in these Lattice U Terms, an Agreement, or as expressly permitted by Lattice in a separate writing, you will not (i) misrepresent your Credential status, completion of any Lattice U courses or Credential program activities, or knowledge of Lattice services, or make any statements that are contrary to these Lattice U Terms; (ii) suggest or represent that a Credential creates any warranty or guarantee of your abilities with regard to any Lattice service; (iii) engage in any fraud, misconduct, or engage in any acts or omissions that negatively affect Lattice or a Third Party, or the reputation of Lattice or a Third Party, Lattice U, any Credential, or a Lattice Mark (as defined in Section 5); or (iv) state, imply, or infer that you, or any third party, has any relationship with Lattice, including any preferred status, affiliation, endorsement, partnership or recommendation from or by Lattice. Each Credential is the intellectual property of Lattice, a Third Party, or Lattice's licensors, and you agree that you will not exert or attempt to exert any ownership or other intellectual property rights in any Credential, Lattice U content and material, or register any Credential or Lattice Mark or any confusingly similar marks or logos with the United States Patent and Trademark Office or any other such office, or combine a Credential or any Lattice Mark with any other word, design, or mark.
4Third Party Content and Features Access to Lattice U, as well as certain Lattice U content or features, may be provided by Lattice's partners or other third-party service providers, including without limitation WorkRamp, Inc. ("WorkRamp"). As used in these Lattice U Terms, the term "Third Party" means, whether singular or plural, both collectively and each individually, the third party partners and service providers, including WorkRamp, that provide content or features accessible to you in Lattice U. Access to and use of Third Party content and features made available through Lattice U may require and be subject to your agreement to be bound and abide by a Third Party's terms governing permitted or restricted uses of the same. Because we do not control such Third Parties, the availability of or access to any Third Party content or features may be terminated, suspended, or otherwise unavailable at any time, and for any reason. Further, you hereby acknowledge and agree that Third Party content and features provided through Lattice U are provided "as is", are accessed and used at your own risk, and that Lattice has no liability for your reliance on or use of Third Party content or features, including without limitation, their security, requirements, or use of your data. By accessing and using Lattice U, you expressly permit and instruct Lattice to disclose to and collect from Third Parties any information, which may include personal information, that you input into Lattice U or any Third Party content or features therein where required to access or use the same.
5Ownership
5.1All rights, title, and interest in and to all intellectual property rights in Lattice U are and will remain owned exclusively by Lattice and its licensors, including as applicable Third Parties. All Lattice U content, Credentials, and material, including any names, logos, and trademarks of Lattice (each a "Lattice Mark") or a Third Party made accessible to you through Lattice U are owned or licensed solely by Lattice or a Third Party. Nothing in these Lattice U Terms provides you with a license or right to copy, maintain, use or run such Lattice U content, Credentials, or material except as expressly and otherwise provided herein, and other than as expressly set forth in these Lattice U Terms or an Agreement, no license or other rights in or to Lattice U or other Lattice intellectual property rights are granted to you, and all such rights are expressly reserved to Lattice U and its licensors or Third Parties. Nonetheless, ownership in all derivatives, modifications, new functionalities, enhancements, and customization related to Lattice U created by Lattice or a Third Party, or by or for you will immediately vest in Lattice, or as applicable a Third Party, upon creation. Nothing in these Lattice U Terms will preclude or restrict Lattice from using or exploiting any concepts, ideas, techniques or know-how of or related to Lattice U. Your use of Lattice U content, Credentials, or material in accordance with these Lattice U Terms does not constitute joint ownership in Lattice's or any Third Party's intellectual property. Use of Lattice Marks without Lattice's prior written consent is expressly prohibited except as otherwise permitted by this these Lattice U Terms, an Agreement, or as agreed in a separate writing with Lattice is, and any such permitted use of the Lattice Marks or any Third Party trademarks or logos may be subject to the mark owner's trademark and logo usage guidelines where applicable.
5.2As between you and Lattice, except for any Feedback (as defined below) any information you input into Lattice U is and will remain owned exclusively by you, the Lattice Customer, or your Organization, as applicable. You represent and warrant that you are authorized to, and do hereby, grant Lattice and any Third Parties a worldwide, royalty free license to host, process, analyze, and otherwise use the information you input into Lattice U for Lattice to (i) provide you access to, develop, and improve the Lattice U platform and the content, features and materials therein, and (ii) otherwise use such information consistent with the activities described in these Lattice U Terms, as well as an Agreement and Lattice's Privacy Policy, as each may be applicable.
5.3You agree that Lattice, and as applicable any Third Parties, may collect, use, and otherwise process usage information reflecting your access or use of Lattice U, including in content, features or material therein, to operate, improve and support Lattice U for their own lawful business purposes, including without limitation to monitor your use of Lattice U for compliance with these Lattice U Terms.
6Feedback If you send Lattice any recommendations, suggestions, proposals, ideas, improvements, or other feedback regarding Lattice U or any Lattice services ("Feedback"), such Feedback will be the exclusive property of Lattice, and Lattice may use it for any purpose. To the extent you own any rights in the Feedback, you agree to assign and hereby do assign to Lattice all right, title, and interest in and to the Feedback, and you acknowledge and agree that Lattice is under no obligation to compensate or credit you for such assignment. In the event the Feedback is subject to any rights that cannot be or are not effectively assigned to Lattice hereunder, you hereby grant Lattice an irrevocable, perpetual, royalty-free, license to use, incorporate, and further develop such Feedback without any restrictions or attribution.
7Privacy You may be required to input certain personal information in order to access and use Lattice U. Personal information collected by Lattice related to your access to and use of Lattice U will be used to provide you with access to Lattice U content, activities, and other materials within Lattice U. You control what information Lattice U collects when you register for and use Lattice U, provided successful registration for Lattice U requires you to provide your name, email address, employer or company name, and whether you use Lattice services. Lattice will process personal information input into Lattice U in accordance with these Lattice U Terms and Lattice's Privacy Policy. If you are not an existing Lattice Customer, where permitted under applicable law, we may use your personal information to send you information related to other Lattice services, content, resources, and events. You can "unsubscribe" or "opt-out" of such communications at any time using the manners described in our Privacy Policy. If you access or use Lattice U through a Lattice Customer or your Organization, personal information input by or collected about you through Lattice U may also be processed in accordance with an Agreement between Lattice and the Lattice Customer or your Organization, as applicable. In such case Lattice may also share your Lattice U enrollment information and course progress through completion with your applicable Lattice Customer or Organization administrators. This may include individual data such as your name, email address, course enrollment date, course end date, and if applicable any Credential earned. If you access or use any Lattice U content or features provided by a Third Party, including but not limited to WorkRamp, any personal information you input through such access or use may be collected by such Third Party and disclosed to Lattice. Any personal information collected by a Third Party will be processed in accordance with such Third Party's privacy policy. We encourage you to review any such Third Party privacy policies prior to accessing or using Third Party content or features through Lattice U. Finally, Lattice U enrollment and completion data may also be used in aggregate form to develop and improve Lattice U content and material.
8Suspension and Termination As between you and Lattice, you have no obligation to use Lattice U, and you may cease use of Lattice U at any time in your sole discretion. Lattice may suspend your access to Lattice U or terminate these Lattice U Terms for no reason or any reason at Lattice's sole discretion, including if you breach the Lattice U Terms or violate any applicable law. Lattice may suspend access to or decommission Lattice U at any time for any reason or no reason, at which time these Lattice U Terms will also terminate. Termination of the Lattice U Terms or your suspension from Lattice U will result in a termination of your right to access or use any Lattice U content or materials. Any provision of the Lattice U Terms that by its express terms or nature and context are intended to survive termination of these Lattice U Terms will survive termination of these Lattice U Terms. Following termination of the Lattice U Terms, Lattice will have no obligation to maintain or provide any data or information to you, and thereafter may retain, delete, or destroy all copies of such data or information, except if Lattice is required to retain, delete, or destroy data or information for legal purposes.
9Warranty and Liability Disclaimer EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN OR IN AN AGREEMENT, LATTICE U, INCLUDING ANY LATTICE U OR THIRD PARTY CONTENT, FEATURES, MATERIALS, DOCUMENTATION, ANY CREDENTIALS, LATTICE MARKS, AND ALL RELATED CONTENT AND INFORMATION THEREIN, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND LATTICE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER LATTICE NOR ANY THIRD PARTY WARRANTS THAT LATTICE OR ANY CONTENT OR FEATURES THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED, OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU UNDERSTAND AND AGREE THAT LATTICE WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL OR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, COSTS OF SUBSTITUTE GOODS OR SERVICES, WORK STOPPAGE OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THESE LATTICE U TERMS OR YOUR ACCESS TO OR USE OF LATTICE U, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN ADDITION TO THE FOREGOING, LATTICE MAKES NO WARRANTIES THAT YOU WILL BE AWARDED ANY CREDENTIALS, THAT YOUR CREDENTIALS OR THE PROGRAM WILL BE MAINTAINED OR RENEWED, OR THAT YOUR PARTICIPATION IN LATTICE U WILL RESULT IN ANY MONETARY OR COMMERCIAL BENEFIT, EXPERTISE RELATED TO ANY SUBJECT MATTER OF ANY LATTICE U CONTENT OR MATERIALS OR ANY LATTICE SERVICE, THE SATISFACTORY PERFORMANCE OF ANY LATTICE SERVICE, OR OTHERWISE MEET THE REQUIREMENTS NEEDED TO ADMINISTER OR PROVIDE ANY LATTICE SERVICE. LATTICE'S DECISIONS REGARDING LATTICE U, PASSING COURSE SCORES, EVALUATION OF COURSES, AND THE PROVISIONING OF CREDENTIALS ARE MADE IN LATTICE'S OR AS APPLICABLE A THIRD PARTY'S SOLE DISCRETION AND NEITHER LATTICE NOR ANY THIRD PARTY WILL BE LIABLE TO YOU OR ANY OTHER PARTY FOR SUCH DECISIONS. YOU FURTHER UNDERSTAND AND AGREE THAT LATTICE WILL NOT BE LIABLE FOR ANY HARM, DAMAGES, OR LIABILITY ARISING IN WAY FROM OR IN RELATION TO ANY THIRD PARTY CONTENT OR FEATURES ACCESSED OR USED IN CONNECTION WITH LATTICE U.
10Indemnification You will defend any claim brought against Lattice or a Third Party to the extent such claim relates to or arises from (a) your use of Lattice U or any content, material, or features therein other than in accordance with these Lattice U Terms, or (b) Lattice's or a Third Party's use of information you input into Lattice U to register for, access, or use Lattice U or any content, features, or material therein (provided such information is used by Lattice or a Third Party in accordance with the Lattice U Terms). You will indemnify and pay all damages (including reasonable attorney fees) finally awarded against Lattice or a Third Party (or amounts agreed in a monetary settlement) with respect to any such claim.
11General The Lattice U Terms (together with any Agreement and linked terms) contain the entire agreement of the parties concerning the subject matter of the Lattice U Terms and supersede all prior communications, representations, agreements, and understandings, either oral or written between the parties with respect to such subject matter. The parties are independent contractors. These Lattice U Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. You may not assign the Lattice U Terms, in whole or part, without the prior written consent of Lattice, and any attempt to transfer your rights or obligations under the Lattice U Terms will be void. The Lattice U Terms will be governed by and construed under the laws of the State of California without reference to conflict of laws principles. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to the Lattice U Terms in any manner whatsoever. With regard to any dispute between you and Lattice arising hereunder, you agree to be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and you further agree and consent to the exclusive jurisdiction and venue of such courts. If a provision of the Lattice U Terms is determined to be unenforceable or invalid, the provision will be revised so as to best accomplish the objectives of the parties as evidenced by the Lattice U Terms. Otherwise, any provision found to be unlawful, unenforceable, or void that cannot be so revised will be severed from the remainder of the Lattice U Terms, and the remainder of the Lattice U Terms will continue in full force and effect without said provision. Waiver of any term of the Lattice U Terms or forbearance to enforce any term by Lattice shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of the Lattice U Terms. Except with regard to any Third Party as described herein, there are no third-party beneficiaries to the Lattice U Terms, and you acknowledge that Lattice will have no obligations or liability whatsoever to any third parties with which you do business.

·Electronic Record and Signature Disclosure

·Version Version 2.0 (Current) Version 1.0

·Effective June 1st 2023

·Download

·Table of Contents

·Electronic Record and Signature Disclosure

·Please read this Electronic Record and Signature Disclosure ("Disclosure") carefully. It contains important information.

·In this Disclosure:

·"We," "us," and "our" means the person or organization using the Lattice Service to present you with Communications to review and/or sign, and our current and future affiliates and assignees (if any). Degree, Inc. dba Lattice, and its affiliates (collectively "Lattice") are not parties to this Disclosure unless Lattice is the party using the Lattice Service to present these Communications to you.
·"You" and "your" means the person giving consent to the use of electronic signatures and records.
·"Communications" means all the documents and information provided to you through the Lattice Service to review, or that you use the Lattice Service to sign or submit or agree to, which are related to your Transaction. Communications include but are not limited to disclosures, notices, agreements, and other documents and information.
·"Lattice Service" means the online software as a service made available by Lattice and any supporting services, including but not limited to any electronic signing platform you are using to electronically review and sign Communications, therein.
·"Transaction" means the transaction for which you are reviewing and signing Communications using the Lattice Service.

·From time to time, we may be required by law to provide you with certain information related to the Transaction "in writing" - which means you have a right to receive that information on paper. However, with your consent, we may provide this information to you electronically instead. We also need your general consent to use electronic records and signatures.

·Please Note: Your electronic signature on Communications presented and signed through the Lattice Service will be just as enforceable as a handwritten signature on a paper document.

11. Scope of Your Consent

·This Disclosure applies to all Communications that we may provide to you through the Lattice Service. Your consent to the use of electronic signatures and records does not mean that we are required to complete any Transaction or provide any Communication to you electronically. We may, at our option, complete any Transaction and deliver any Communication to you on paper, and require you to execute any Communication manually, should we choose to do so.

22. Obtaining Paper Copies

·You have a right to obtain paper copies of any information we are required to provide you "in writing," and at any time you may request from us a paper copy of any Communication provided or made available electronically to you by us. You will have the opportunity to download and retain a copy of all the Communications you review or sign at our request through the Lattice Service. You may also request a paper copy of any Communication by contacting us, provided that you provide us with sufficient information to identify the Transaction and the Communications you are requesting. We may charge you a service fee for any paper copies that you request. Any service fee for paper copies you request will be disclosed to you before you are charged.

33. System Requirements

·The minimum system requirements to use the Lattice Service to review and sign Communications electronically may change over time. To review and sign Communications electronically using the Lattice Service, you must have:

·An Up-to-Date Version (defined below) of an internet browser we support A connection to the internet, and
·A computer or other device and an operating system capable of supporting all of the above. You will also need a printer if you wish to print out and retain records on paper, and electronic storage and an Up-to-Date Version of a program that accurately reads and displays PDF files (such as Adobe Acrobat Reader) if you wish to retain and later view records in electronic form.

·You must also be an active user of or have access to the Lattice Service.

·In some cases, you may also need a specific brand or type of device that can support a particular software application, including an application intended for particular mobile or handheld devices.

·"Up-to-Date Version" means a version of the software that is being supported by its publisher on the date of your Transaction. Beta versions of software may not supported.

44. How to Withdraw Your Consent

·If you decide to withdraw your consent to the use of electronic signatures and records before you complete the Transaction, you may do so by:

·Declining to sign a Communication from within your signing session for the Transaction, or you may;
·Send us an email and in the body of such request you must state your email, full name, mailing address, and telephone number.

·If you withdraw your consent before your Transaction is complete, you will be unable to proceed electronically. You may be required to restart the Transaction via paper, or you may be unable to complete the Transaction at all.

·Your withdrawal of consent does not affect any other consent you give us at any other time to use electronic records and signatures. Withdrawing consent also does not affect any agreement you make in the Communications, or any other agreement with us, to use electronic records and signatures in the future.

55. Updating Contact Information

·You may update your contact information with us at any time by:

·Notifying your primary point of contact with us;
·Contacting the individual or department associated with your Transaction, or
·Using any other process we make available to you for updating contact information.

66. Consent and Acknowledgment

·By checking the box indicating your agreement to use electronic records and signatures, you are:

·Acknowledging that you have read and understand this Disclosure;
·Consenting to use electronic signatures and records in connection with Communications we provide to you through the Lattice Service;
·Representing and warranting that you are authorized to give consent on behalf of both yourself and any other person entering into the Transaction along with you or on your behalf; and
·Confirming that you are able to receive, access, and view the information presented electronically via the methods described above.

·Effective June 1st 2023 to June 1st 2023

·Download

·Table of Contents

·Electronic Record and Signature Disclosure

·Please read this Electronic Record and Signature Disclosure ("Disclosure") carefully. It contains important information.

·In this Disclosure:

·"We," "us," and "our" means the person or organization using the Lattice Service to present you with Communications to review and/or sign, and our current and future affiliates and assignees (if any). Degree, Inc. dba Lattice, and its affiliates (collectively "Lattice") are not parties to this Disclosure unless Lattice is the party using the Lattice Service to present these Communications to you.
·"You" and "your" means the person giving consent to the use of electronic signatures and records.
·"Communications" means all the documents and information provided to you through the Lattice Service to review, or that you use the Lattice Service to sign or submit or agree to, which are related to your Transaction. Communications include but are not limited to disclosures, notices, agreements, and other documents and information.
·"Lattice Service" means the online software as a service made available by Lattice and any supporting services, including but not limited to any electronic signing platform you are using to electronically review and sign Communications, therein.
·"Transaction" means the transaction for which you are reviewing and signing Communications using the Lattice Service.

·Please Note: Your electronic signature on Communications presented and signed through the Lattice Service will be just as enforceable as a handwritten signature on a paper document.

11. Scope of Your Consent

22. Obtaining Paper Copies

33. System Requirements

·An Up-to-Date Version (defined below) of an internet browser we support A connection to the internet, and
·A computer or other device and an operating system capable of supporting all of the above. You will also need a printer if you wish to print out and retain records on paper, and electronic storage and an Up-to-Date Version of a program that accurately reads and displays PDF files (such as Adobe Acrobat Reader) if you wish to retain and later view records in electronic form.

·You must also be an active user of or have access to the Lattice Service.

·In some cases, you may also need a specific brand or type of device that can support a particular software application, including an application intended for particular mobile or handheld devices.

·"Up-to-Date Version" means a version of the software that is being supported by its publisher on the date of your Transaction. Beta versions of software may not supported.

44. How to Withdraw Your Consent

·If you decide to withdraw your consent to the use of electronic signatures and records before you complete the Transaction, you may do so by:

·Declining to sign a Communication from within your signing session for the Transaction, or you may;
·Send us an email and in the body of such request you must state your email, full name, mailing address, and telephone number.

55. Updating Contact Information

·You may update your contact information with us at any time by:

·Notifying your primary point of contact with us;
·Contacting the individual or department associated with your Transaction, or
·Using any other process we make available to you for updating contact information.

66. Consent and Acknowledgment

·By checking the box indicating your agreement to use electronic records and signatures, you are:

·Acknowledging that you have read and understand this Disclosure;
·Consenting to use electronic signatures and records in connection with Communications we provide to you through the Lattice Service;
·Representing and warranting that you are authorized to give consent on behalf of both yourself and any other person entering into the Transaction along with you or on your behalf; and
·Confirming that you are able to receive, access, and view the information presented electronically via the methods described above.

·Lattice Integration Partner Data Processing Addendum

·Version Version 1.0 (Current)

·Effective September 7th 2023

·Download

·Table of Contents

·Lattice Integration Partner Data Processing Addendum

·This Data Processing Addendum ("Addendum") is incorporated into and forms part of the terms and conditions of the agreement (including where applicable the Lattice Technology Partner Data Sharing Agreement or "DSA") executed between Degree, Inc. d/b/a Lattice ("Company" or "Lattice") and an authorized third party identified as a Lattice "Partner" ("Partner") under which either or both Company and/or Partner may use a Lattice or Partner feature, integration, or other similar product or service to transfer Customer Data, including Personal Data of a Customer Data Subject to, from, or otherwise between Company's and Partner's respective products or services (the "Agreement").

1Subject Matter and Duration
1.1Subject Matter. This Addendum (including all exhibits hereto) reflects the parties' respective commitments to abide by Data Protection Laws concerning the Processing of Customer Data in connection with the Agreement. This Addendum is supplemental to the Agreement and sets out the roles and obligations that apply when either Company or Partner processes Personal Data of a Customer Data Subject on behalf of a Customer in connection with the Agreement. If there is any conflict between the Agreement and this Addendum, the terms of this Addendum will prevail to the extent of such conflict, provided however that if Company and Partner have executed a written data processing agreement which is specifically intended to govern the processing of Customer Data Subject Personal Data under the Agreement, then the terms of such signed data processing agreement between the parties will supersede this Addendum. Any capitalized terms not defined in this Addendum will have the meanings given to them in the Agreement.
1.2Duration and Survival. This Addendum will become legally binding upon the effective date of the Agreement or upon the date that the parties sign this Addendum if it is completed after the effective date of the Agreement. Each party will Process Customer Data in accordance with this addendum until the relationship terminates as specified in the Agreement.
2Definitions. Capitalized terms used in this Addendum shall have the meanings given to them in the Main Agreement unless otherwise defined herein. The following definitions are used in this Addendum:
2.1"CCPA" means Sections 1798.100 et seq. of the California Civil Code and any attendant regulations issued thereunder as may be amended from time to time, including but not limited to the California Privacy Rights Act of 2020 (the "CPRA") and its implementing regulations.
2.2"Control" means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests (as measured on a fully-diluted basis) then outstanding of the entity in question. The term "Controlled" will be construed accordingly.
2.3"Customer" means a mutual customer of both Company and Partner that enables integration between Company's and Partner's respective platforms in order to transfer and Process data, including Customer Data Subject Personal Data, across such platforms for Customer's benefit.
2.4"Customer Data" means Customer Data Subject Personal Data and all other confidential or proprietary information provided to, accessed by, or Processed by Service Provider, as more particularly described in Schedule A of this Addendum.
2.5"Customer Data Subject" means an identified or identifiable person to whom Personal Data relates, as defined in applicable Data Protection Laws, and whose Personal Data is processed by Company or Partner at Customer's direction for Customer's benefit.
2.6"Data Protection Laws" means all data protection and privacy laws regulations applicable to a party and its processing of Personal Data under the Main Agreement, including, where applicable: (a) the GDPR, (b) all applicable implementations of the GDPR into national law, (c) in respect of the United Kingdom, the Data Protection Act 2018 and the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 ("UK GDPR"), (d) the Swiss Federal Data Protection Act ("Swiss DPA"), and (e) the CCPA; in each case, as may be amended, superseded or replaced.
2.7"Europe" means for the purposes of this Addendum the European Economic Area ("EEA"), United Kingdom and Switzerland.
2.8"GDPR" means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation).
2.9"Personal Data" means any information protected as "personal data", "personal information" or "personally identifiable information" under Data Protection Laws.
2.10"Restricted Transfer" means: (i) where the GDPR applies, a transfer of Customer Data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission ("EEA Restricted Transfer"); (ii) where the UK GDPR applies, a transfer of Customer Data from the United Kingdom to any other country which is not subject based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018 ("UK Restricted Transfer"); and (iii) where the Swiss DPA applies, a transfer of Customer Data from Switzerland to any other country which is not determined to provide adequate protection for personal data by the Federal Data Protection and Information Commission or Federal Council (as applicable) ("Swiss Restricted Transfer").
2.11"Standard Contractual Clauses" means the standard contractual clauses between processors and processors (Module 3) adopted by European Commission in its Implementing Decision (EU) 2021/91 of 4 June 2021 and currently located at: https://commission.europa.eu/system/files/2021-06/1_en_annexe_acte_autonome_cp_part1_v5_0.pdf, as amended, superseded or replaced from time to time.
2.12"Security Incident" means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data, stored or otherwise processed by Company or Partner in connection with its performance under the Agreement or this Addendum. "Security Incident" does not include unsuccessful attempts or activities that do not compromise the security of Customer Data, including unsuccessful login attempts, pings, port scans, denial of services attacks, and other network attacks on firewalls or networked systems.
2.13"Subprocessor" means any Processor having access to Customer Data and engaged by Company or Partner to assist in fulfilling its respective obligations with respect to providing its products and/or services to a Customer.
2.14The terms "controller", "data subject", "processor", "processing", "personal data" and "sensitive data" shall have the meanings given to them in Data Protection Laws or if not defined therein, the GDPR, and the terms "service provider", "business", "collects" (and "collected" and "collection"), "consumer", "business purpose", "sell" (and "selling", "sale", and "sold"), "share" (and "sharing" and "shared"), and "service provider" have the meanings given to them in §1798.140 of the CCPA, as applicable.
2.15"UK Addendum" means the International Data Transfer Addendum (version B1.0) to the EU Commission Standard Contractual Clauses issued by UK Information Commissioners Office under S.119(A) of the UK Data Protection Act 2018, as amended, superseded or replaced from time to time.
3Roles and Scope of Processing
3.1Data Processing Roles. As between a Customer, Lattice, and Partner, for any Customer Data processed by Lattice or Partner for a Permitted Purpose on behalf of Customer, (a) under GDPR Customer is a controller, and under CCPA Customer is a business, and (b) under GDPR Company is a processor and Partner is a processor, and under CCPA Company is a service provider and Partner is a service provider. For the avoidance of doubt, it is the parties' intent and understanding that with regard to Customer Data processed by either party under the Agreement or this Addendum, Company and Partner each act as an independent data processor for the Customer controller or business, and Company and Partner are neither joint controllers nor joint businesses, nor are they in a processor and sub-processors relationship with each other.
3.2Compliance with Laws. Each party shall comply with its obligations under Data Protection Laws applicable to any Customer Data it processes under the Agreement. Specifically, each party undertakes that all instructions for the Processing of Customer Data under the Agreement or this Addendum or as otherwise agreed by the parties will comply with applicable Data Protection Laws, and such instructions will not cause the other party to be in breach of any Data Protection Laws. As between Company and Partner, each party, to the extent that it provides its Customer Data to the other party, is responsible for how Customer Data was acquired.
3.3Processing Instructions. Each of Company and Partner will process Customer Data solely for the process of providing its products and services to customer. Specifically, each party will transfer, access, modify or otherwise process Customer Data through the other party's feature, integration, or other product or service, including as contemplated under the Agreement and Schedule A hereto, only if and to the extent authorized or directed to in accordance with Customer's documented lawful instructions (the "Permitted Purpose", which, where CCPA applies, is a business purpose), unless obligated to do otherwise by applicable law, in which case a party will notify Customer, and where applicable the other party (unless that law prohibits a party from providing such notification so on important grounds of public interest).
4Subprocessing
4.1Authorized Subprocessors. To the extent Customer has provided its authorization to a party, each party may engage Subprocessors and, where CCPA applies, other third-party service providers (hereinafter referred to as Subprocessors) in order to provide the Service. The Subprocessors currently engaged by Company are listed at https://www.Lattice.com/privacy/subprocessors (or such other URL as may be updated from time to time) ("Subprocessor Site"). Each party will remain responsible for (a) entering into written agreements with any Subprocessors it engages, and (b) any acts or omissions of any Subprocessor it engages that causes that party to breach any of its obligations under this Addendum or to Customer.
4.2Notification of New Subprocessors. Each of Company and Partner will make available to Customer a list of its engaged Subprocessors and provide Customer with a mechanism to obtain notice of and an opportunity to object to any additions to its engaged Subprocessors.
5Security Measures and Security Incident Response
5.1Security Measures. Company and Partner will each implement and maintain appropriate and reasonable technical and organizational security measures that take into account the risks that are presented by Processing, and designed to protect Customer Data from Security Incidents and to preserve the security and confidentiality of the Customer Data, in particular the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data transmitted, stored or otherwise Processed. A detailed but non-exhaustive list of Company's current Security Measures is maintained at https://lattice.com/privacy/security-measures ("Security Measures"), and may be updated from time to time subject to technical progress and development.
5.2Security Incident Response. Company or Partner, upon becoming aware of a Security Incident within its respective product or service, will notify without undue delay and, in any case within forty-eight (48) hours after becoming aware of the Security Incident, both Customer and the other party to this Addendum. The notifying party will provide information relating to the Security Incident to the notified parties promptly as it becomes known or as is reasonably requested in order to fulfill their obligations under applicable Data Protection Laws. The party experiencing the Security Incident will also take appropriate and reasonable steps to contain, investigate, and mitigate any Security Incident.
6Data Transfers. As permitted by Customer, each of Lattice and Partner may transfer and process Customer Data to and in the United States and other locations in which Lattice or Partner, including as applicable their Affiliates, or Subprocessors, maintain data processing operations. Each party will ensure that any transfers it makes are made in compliance with Data Protection Laws and this Addendum.
7Return or Deletion of Data. As between Company and Partner, each party is responsible for how Customer Data is retained, returned, and deleted as between that party and Customer. With respect to Customer Data processed by a party in connection with this Addendum, each of Lattice and Partner will delete or return Customer Data in its possession or control Promptly upon Customer's request, or otherwise in accordance with its agreement with Customer under which it processes Customer Data. This requirement shall not apply to the extent either party is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which Customer Data the party will securely isolate and protect from any further processing, except to the extent required by such laws.
8Cooperation
8.1Data Subject and Consumer Rights Requests. Each party agrees that it will, taking into account the nature of the processing, reasonably assist Customer in responding to any requests from individuals or applicable data protection authorities relating to the processing of Customer Data for the Permitted Purposes. In the event that any such request is made to Lattice or Partner directly, Lattice or Partner will not respond to such communication directly (except to direct the data subject to contact Customer) without Customer's prior authorization, unless legally compelled to do so. If either Lattice or Partner is required to respond to such a request, the party receiving the request will promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.
8.2Data Protection Impact Assessments (DPIAs). To the extent required under Data Protection Laws applicable to Europe, Lattice and Partner will provide requested information regarding the Service necessary to enable Customer to carry out data protection impact assessments and prior consultations with data protection authorities.
9Europe
9.1Scope. The terms in this Section 9 apply only if and to the extent, and within the limits of the subject matter of this Addendum, Customer is established in Europe or the Customer Data is otherwise subject to Data Protection Laws applicable to Europe.
9.2Transfer Mechanism. To the extent the transfer of Customer Data between Lattice and Partner is a Restricted Transfer and Data Protection Laws applicable to Europe require that appropriate safeguards are put in place, such transfer shall be governed by the Standard Contractual Clauses, which shall be incorporated by reference into and form an integral part of this Addendum, as follows:
9.2.1In connection with an EEA Restricted Transfer: (i) Module Three (processor to processor transfers) will apply and all other modules are deleted; (ii) in Clause 7, the optional docking clause will apply; (ii) in Clause 9 of Module Three, Option 3 will apply and the time period for prior notice of Sub-processor changes will be as set forth in a written agreement between the Customer and either Lattice or Partner, as applicable; (iii) in Clause 11, the optional language will not apply; (iv) in Clause 17, Option 1 will apply, and the Standard Contractual Clauses will be governed by Irish law; (v) in Clause 18(b), disputes shall be resolved before the courts of Ireland; and (vi) Annexes I, II, and III are deemed completed with the information set out either in the Agreement and this Addendum or, as applicable, in the respective agreement(s) between Customer and Lattice or Partner governing the processing of Customer Data in providing their respective products or services to Customer.
9.2.2In connection with a UK Restricted Transfer, the Standard Contractual Clauses shall apply in accordance with Section 9(ii)(a) above, but where applicable as between Lattice and Partner the UK Addendum will be deemed executed between the parties, and the EU SCCs will be deemed amended as specified by the UK Addendum in respect of the transfer of such Personal Data as modified and interpreted by the Part 2: Mandatory Clauses of the UK Addendum, which shall be incorporated into and form an integral part of this Addendum. Any conflict between the terms of the Standard Contractual Clauses and the UK Addendum shall be resolved in accordance with Section 10 and Section 11 of the UK Addendum. In addition, tables 1 to 3 in Part 1 of the UK Addendum shall be completed respectively with the information set out in Schedule A of this Addendum and as provided in the Agreement and this Addendum or, as applicable, in the respective agreement(s) between Customer and Lattice or Partner governing the processing of Customer Data in providing their respective products or services to Customer, and table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting "neither party".
9.2.3In connection with a Swiss Restricted Transfer, the Standard Contractual Clauses shall apply in accordance with Section 9(ii)(a) above, but where applicable as between Lattice and Partner the Swiss DPA will be deemed executed between the parties, and with the following modifications: (i) any references in the Standard Contractual Clauses to "Regulation (EU) 2016/679" shall be interpreted as references to the Swiss DPA and the equivalent articles or sections therein; (ii) any references to "EU", "Union", "Member State" and "Member State law" shall be interpreted as references to Switzerland and Swiss law, as the case may be; (iii) any references to the "competent supervisory authority" and "competent courts" shall be interpreted as references to the relevant data protection authority and courts in Switzerland; and (iv) the Standard Contractual Clauses shall be governed by the laws of Switzerland and disputes shall be resolved before the competent Swiss courts.
9.2.4As between Lattice and Partner the rights and obligations afforded by Standard Contractual Clauses will be exercised in accordance with this Addendum, unless stated otherwise. It is not the intention of either party to contradict or restrict any of the provisions set forth in the Standard Contractual Clauses and, accordingly, if and to the extent the Standard Contractual Clauses conflict with any provision of the Agreement (including this Addendum) the Standard Contractual Clauses shall prevail to the extent of such conflict.
9.3Data Transfer Arrangements. To the extent Customer instructs Lattice and Partner to adopt an alternative data export mechanism (including any new version of or successor to the Standard Contractual Clauses adopted pursuant to Data Protection Laws) for the transfer of Customer Data ("Alternative Transfer Mechanism"), the Alternative Transfer Mechanism shall apply instead of any applicable transfer mechanism described in this Addendum (but only to the extent such Alternative Transfer Mechanism complies with Data Protection Laws applicable to Europe and extends to territories to which Personal Data is transferred).
9.4Notification of Government Access Requests: For the purposes of Clause 15(1)(a) of Standard Contractual Clauses, each party shall notify Customer and not the data subject(s) in case of government access requests. Customer shall be solely responsible for promptly notifying the data subject, as necessary.
10Limitation of Liability
10.1In no event shall any party limit its liability with respect to any individual's data protection rights under this Addendum or otherwise.
10.2Any claim or remedies either Lattice or Partner may have against the other party or its respective employees, agents, or Sub-processors arising under or in connection with this Addendum including: (i) for breach of this Addendum (including the Standard Contractual Clauses or the UK Addendum); (ii) as a result of fines (administrative, regulatory or otherwise) imposed upon a party or Customer; (iii) under Data Protection Laws, including but not limited to CCPA, GDPR, UK GDPR or Swiss DPA, including any claims relating to damages paid to a data subject, consumer, or other individual; and (iv) breach of its obligations under the Standard Contractual Clauses or UK Addendum, will, to the maximum extent permitted by law, be subject to any limitation and exclusion of liability provisions (including any agreed aggregate financial cap) that apply under the Agreement.
10.3For the avoidance of doubt, as between Lattice and Partner, Lattice's, Partner's, and their respective Affiliates' total overall liability for all claims arising out of or related to the Agreement including this Addendum shall apply in the aggregate for all claims under the Agreement and this Addendum together.
11CCPA
11.1Scope. The terms in this Section 12 apply only if and to the extent, and within the limits of the subject matter of this Addendum, the Customer Data is subject to Data Protection Laws applicable to the state of California.
11.2For the purposes of the CCPA, Lattice and Partner are each prohibited from:
11.2.1selling or sharing Customer Data;
11.2.2processing Customer Data for targeted and/or cross context behavioral advertising;
11.2.3retaining, using, or disclosing Customer Data for any purposes other than the specific purposes of performing the Service or as otherwise permitted under Main Agreement and this Addendum;
11.2.4retaining using or disclosing Customer Data outside the direct business relationship between Lattice or Partner, respectively, and Customer; or
11.2.5combining Customer Data with any other data if and to the extent doing so would be inconsistent with the Business Purpose or the limitations on service providers under the CCPA or other Data Protection Laws.
11.3Each of Lattice and Partner certifies that it understands the restrictions set out in Section 11 and will comply with them, and that it will notify Customer and the other party if it becomes unable to comply with the CCPA.
11.4Each of Lattice and Partner currently maintains, and will continue to maintain during the term of the Agreement, tools and resources for consumers to exercise their rights under the CCPA. If Lattice or Partner, directly or indirectly, receives a request submitted by a consumer who is an employee of Customer to exercise a right it has under the CCPA in relation to that Consumer's Customer Data, the party receiving such request will follow the procedures described in Section 8 of this Addendum.
12General
12.1Except as otherwise described in the Agreement (including this Addendum), in no event will this Addendum benefit or create any right or cause of action on behalf of a third party, but without prejudice to the rights or remedies available to data subjects under Data Protection Laws or this Addendum (including the Standard Contractual Clauses).
12.2Each party acknowledges that the other party may disclose the Standard Contractual Clauses, this Addendum, and any privacy related provisions in the Agreement to any regulator or supervisory authority upon request.
12.3Neither Lattice nor Partner may make modifications to this Addendum absent the written agreement of the other party, provided each party agrees it will not unreasonably object to proposed amendments to this Addendum that are required to comply with changes or updates to Data Protection Laws.
12.4Other than as required by applicable Data Protection Laws or the Standard Contractual Clauses, the dispute mechanisms, including those related to venue and jurisdiction, set forth in the Agreement govern any dispute pertaining to this Addendum.

Schedule ASCHEDULE A

·Description of Processing/Transfer

Annex 1Annex 1(A) List of Parties:

Data Exporter (where transferring Customer Data to Lattice) Data Importer (where transferring Customer Data from Lattice)	Data Importer (where transferring Customer Data from Partner) Data Exporter (where transferring Customer Data to Partner)
Name: The party named as the "Partner" in the Agreement.	Name: Degree, Inc. d/b/a Lattice ("Lattice")
Address: The address for the Partner as specified in the Agreement.	Address: 360 Spear St., Floor 4, San Francisco, CA 94105
Contact Person's Name, position and contact details: The contact details associated with the Partner as specified in the Agreement.	Contact Person's Name, position and contact details: Robert Scott, General Counsel, privacy@lattice.com
Activities relevant to the transfer: See Annex 1(B) below.	Activities relevant to the transfer: See Annex 1(B) below
Signature and Date: By using Partner's products or services to transfer Customer Data to or from Lattice located in a non-adequate country in accordance with a Customer's written instructions, Partner will be deemed to have signed this Annex 1. \| Signature and Date: By using Lattice's products or services to transfer Customer Data to or from Partner located in a non-adequate country in accordance with a Customer's written instructions, Lattice will be deemed to have signed this Annex 1. Role: As above \| Role: As above

Annex 1Annex 1(B) Description of Transfer: Description

Categories of Data Subjects:	Depending on the nature of Lattice's and Partner's products and services utilized by Customer, Personal Data transferred may concern the following categories of data subjects: Customer's current and former employees, agents, advisors, contractors and other personnel (who are natural persons) ("Customer Personnel") Users of Lattice's and Partner's products and services who are customer's current and former employees, agents, advisors, contractors and other personnel (who are natural persons) ("Users")
Categories of Personal Data:	Customer Personnel: The types of Personal Data processed by Lattice and/or Partner are determined and controlled by Customer in its sole discretion and may include, but are not limited to the following categories of Personal Data: general employee information including name, email, phone number, job title, department, and direct manager; specific information related to the employees' professional goals, accomplishments, training and development, awards and performance, feedback and reviews; information relating to employees' compensation and benefits (if Customer subscribes to Lattice's Compensation services); employee application, onboarding, and exit survey responses, and associated sentiments and opinions Users: Depending on the nature of the Lattice's and Partner's products and services utilized, the Personal Data may include: Account log-in credentials such as email, username and password, and unique user or team ID; Business contact information such as name, phone number, and email address; Employment information, such as employer, job title,
Special category data (if appropriate):	Depending on the product or service utilized by a Customer, the use of Lattice or Partner products and services may not require the processing or collection of special category data. However, Customer may submit, and some products or services, or features thereof, may offer additional functionality or capability through submission of, special category data to the products or services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include but is not limited to the following categories of special category data: gender, race or ethnicity, health data, sexual orientation, trade union membership, and any other category of special category uploaded by (or on behalf of) Customer.
Frequency of the transfer (one-off or continuous):	Continuous basis depending on the nature of the products and services.
Nature of processing:	The nature of the processing is the performance of the products or services in accordance with a Customer's written instructions.
Purpose(s) of the data transfer and further processing:	Personal data may be processed for the following purposes: (i) to provide the products and services in accordance with a Customer's written instructions; (ii) processing initiated by Users in their use of the products or services; (iii) to comply with other reasonable instructions provided by a Customer (e.g. via email or support tickets) that are consistent with the terms of Customer's written instructions, the Agreement, and this Addendum, and (iv) to comply with any legal obligation under applicable law, including Data Protection Law.
Retention period (or, if not possible to determine, the criteria used to determine that period):	The duration of the processing is the term of Agreement plus the period from expiration of the Agreement (as applicable) until the return or deletion of the personal data by Lattice or Partner in accordance with the Addendum.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:	As above

Annex 1Annex 1(C): Competent supervisory authority

·The competent supervisory authority shall be determined in accordance with Clause 13 of the 2021 Processor-to-Processor Clauses of the SCCs and the GDPR.

·Lattice API Terms of Use

·Version Version 1.0 (Current)

·Effective November 9th 2023

·Download

·Table of Contents

·Lattice understands that every tech stack is different and designed to work for your business. The Lattice API expands integration opportunities across your tech stack, enabling you to maximize connectivity in ways that deliver the most value. These Lattice API Terms of Use ("Terms") describe how Lattice customers may access and use the Lattice API.

·Accessing the Lattice API

·The Lattice API may be configured by Lattice to support existing integrations. In some cases, Lattice may permit use of the Lattice API by providing you with a Lattice API Key, which you can obtain through the process described by Lattice, as may be updated from time to time. Use of the Lattice API and API Keys are for the benefit of Lattice customers only and is expressly conditioned upon compliance with these Terms. We grant you a limited, revocable, non-exclusive, non-assignable, non-transferable license under Lattice's intellectual property rights to use the Lattice API to develop, test, support, and use integrations of the Lattice API within your tech stack. Lattice's API documentation is available online at https://developers.lattice.com/reference/introduction, or through a similar URL which may be updated by Lattice from time to time. You must use the Lattice API Key as your sole means of accessing the Lattice API, and you are solely responsible for keeping your Lattice API Key and all Lattice log-in information secure.

·Scope of Lattice API Access and Use

·Access to the Lattice API is intended to enable Lattice customers to easily and efficiently integrate Lattice services with other applications in their tech stack, and at all times in accordance with their Lattice Terms of Service and these Terms ("Permitted Use"). This means that any use of the Lattice API must be programmed so as to not cause too many API requests to be made in too short a period of time, as-determined in Lattice's sole discretion. In the event the Lattice API is programmed in a way that results in too many calls too frequently, Lattice reserves the right to throttle the API connection, or suspend or terminate access to the Lattice API as well as the Lattice account associated therewith. In addition, the following is a non-exhaustive list of other practices that do not constitute Permitted Uses (each a "Restricted Use"):

·Using the Lattice API to impersonate any other person or entity.
·Falsely stating or implying that you are associated with another person or entity in relation to actual or requested use of or access to the Lattice API.
·Using another individual's or entity's Lattice API access to show their data to a different individual or entity.
·Sharing your Lattice API Key with a third party absent express written authorization from Lattice, including without limitation for a third party to retrieve data from Lattice on a customer's behalf.
·Using the Lattice API in any application or system that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation.
·Using the Lattice API to retrieve data to aggregate it with third party search results, or otherwise process the retrieved data in such a manner that it cannot be attributed to Lattice.
·Submission of or linking to any data through the Lattice API that:
·Misappropriates or infringes or the intellectual property or other rights of any person or entity;
·Interferes with the operation of the Lattice services, Lattice API, or its purpose as described within the Lattice API documentation;
·Violates any individual's or third party's privacy or publicity rights;
·Breaches any duty of confidentiality, nondisclosure, or usage restriction that you owe to any person or entity;
·Provides any Confidential information about Lattice, Lattice customers, or any other person or entity without authorization;
·Is, in Lattice's sole judgment, harassing, defamatory, abusive, lewd, pornographic, obscene, or otherwise objectionable;
·Contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files, or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware;
·Contains false or deceptive language, unsubstantiated or comparative claims regarding Lattice's products or services, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits.
·Use of data processed through the Lattice API beyond what is described within the written guidelines as may be provided by Lattice from time to time, or beyond what is specifically agreed and required within the scope of the integration for which the Lattice API is or is intended to be used.
·Use of the Lattice API with any Lattice services, customer systems, or other data migration tool to insert content into the Lattice services beyond what is recommended or permitted by Lattice.
·Use of the Lattice API with any Lattice services, Customer Content or other data retrieved through the Lattice API to develop, improve, or populate a third-party integration or application without written authorization from Lattice. All integrations or applications that are built using the Lattice API are subject to Lattice's approval, and must follow any written guidelines as may be provided by Lattice from time to time.
·Distribution of or allowing access to data obtained through a Lattice API to anyone other than the person or entity on whose behalf you agreed to these Terms, or creation of an alternative application programming interface that enables access to content or data in the Lattice services. Anyone who wants to access our API and data or content must use Lattice's API to do so.
·Implementing features or business practices that use the Lattice API in a manner that may reasonably harm the professional reputation, relationships, or professional ecosystem of Lattice or Lattice customers.

·Test Accounts

·You may maintain no more than two (2) Lattice test accounts for purposes of using the Lattice API for development and testing. The accounts must be created manually and not via scripts or any other automated means. Further, test accounts may not interact with non-test accounts or production or live accounts in other applications, nor may they override the Lattice API call limits.

·Support and Modifications

·Lattice may, but is not obligated to, provide you with support or modifications for the Lattice API in our sole discretion, and we may stop providing support or modifications to you at any time without notice or liability to you. Further, we may release subsequent or additional versions of the Lattice API and require that you use such versions. In such an event, where reasonably possible we will maintain backward compatibility of the Lattice API, but will expect all Lattice API users to embrace a proactive approach toward use of the most current version. Your continued use of any Lattice API following a subsequent release will be deemed to constitute your acceptance of any modifications or additions.

·Notices and Service of Process

·There are various informational resources made available via access to your Lattice admin account, as well as located online at https://lattice.com/api. This content is owned and made available by Lattice. Any notices provided to you may be made via updates through the Lattice service, via the email address associated with your Lattice account, test accounts, or as otherwise may be described under your Lattice Terms of Service.

·Termination and Deletion of Access to the Lattice API

·Lattice reserves the right at any time in its sole discretion without liability to you or any third party to modify, suspend or terminate your API access or the access to the Lattice platform. Lattice may amend these Terms in its sole discretion and your continued use of a Lattice API following such amendment constitutes your acceptance of the amended Terms.

·Unlawful, Improper, or Unusual Activity

·Other practices may be relevant in determining Permitted or Restricted Use and Lattice reserves the right to take any unlawful, prohibited, abnormal, or unusual activity into account in making its determination. Lattice may, at its option, terminate its relationship with you, or may suspend your Lattice API access effective immediately, if it determines you are using a Lattice API or your subscription to Lattice services in violation of these Terms or the Lattice Terms of Service, including without limitation use of a Lattice API to transfer data into an application or service that is directly competitive with the Lattice services to which you subscribe. Where reasonably possible, Lattice will provide you with notice of improper usage prior to suspension or termination of your Lattice API access and, if Lattice deems appropriate in its sole discretion, Lattice may offer you an alternative to Lattice API access and use.

·Monitoring

·You agree to cooperate with Lattice in verifying your compliance with these Terms by providing us with information about any integrations or applications for which you actually or intend to use a Lattice API, which may also include access to integrations, applications, or other materials related to your use of a Lattice API. If you are unable or unwilling to demonstrate full compliance with these Terms, we may restrict or terminate your access to the Lattice API.

·Lattice Best of Resources for Humans Sweepstakes Official Rules (UK)

·Version Version 1.0 (Current)

·Effective November 15th 2023

·Download

·Table of Contents

·OFFICIAL RULES

·Lattice Best of Resources for Humans Sweepstakes - UK Apple® AirPods MaxTM Giveaway

·NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES. A PURCHASE OR PAYMENT WILL NOT INCREASE YOUR ODDS OF WINNING. VOID WHERE PROHIBITED BY LAW.

1Agreement to Official Rules. Participation in the Lattice Best of Resources for Humans Apple® AirPods MaxTM Giveaway Sweepstakes (the "Sweepstakes") constitutes the Participant's (defined below) full and unconditional acceptance of these official rules ("Official Rules") and Participant's agreement that the decisions of the Sponsor (defined in Section 3) is final and binding.
2How to Enter. Participants may enter the Sweepstakes beginning on December 13, 2023 at 10:00 a.m. (GMT) and the Sweepstakes will end on December 13, 2023 at 12:15 p.m. (GMT) ("Entry Period"). All entries must be received during the Entry Period to be eligible to enter the Sweepstakes or win the prize. Only individuals who have registered to attend, and do attend, the Lattice Best of Resources for Humans virtual event (the "Event") sponsored by Sponsor are eligible to enter the Sweepstakes (each a "Participant"). Entry to the Event is free of charge. Each Participant may only submit one entry. Participants enter the Sweepstakes by attending the Event during the Entry Period. Participants are not required to purchase any products or services to enter the Sweepstakes, and the purchase of products or services will not increase the number of entries per Participant or a Participant's odds of winning the prize. Participants must register for the Event using an accurate email address. Participants may not enter more times by using multiple email addresses, logins, identities, devices, or any other method and use of any of the foregoing, including Participant's use of any robotic, automatic, programmed, or similar entry method or entering more than the number of times permitted, will void all entries associated with that Participant and result in the Participant's disqualification from the Sweepstakes.
3Eligibility. The Sweepstakes is open to residents of the United Kingdom who are at least 18 years of age and older as of December 13, 2023. The following are not eligible to enter the Sweepstakes: employees, contractors, consultants, directors or officers of Degree, Inc. (d/b/a Lattice) or Lattice Technologies Limited, (collectively, the "Sponsor"), employees of any booth or event sponsor, employees of organizations that are competitive with Sponsor, and, in each case, their immediate families and household members regardless of where they live and whether related or not. In addition, government officials and government employees are not eligible to enter the Sweepstakes. Certain employers may prohibit their employees' participation in sweepstakes; therefore, Participant must ensure their employer's policies do not prohibit their participation in the Sweepstakes.
4Drawing. The Sponsor will conduct a random drawing on or around December 19, 2023, to select the winners from among all eligible entries received. The odds of winning depend on the number of Participants who attend the Event and enter the Sweepstakes. All potential winners are subject to eligibility verification by Sponsor, whose decisions are final and binding. Following the drawing, the winner will be notified by email and must sign and return an Affidavit of Eligibility and Release within seven (7) days of the date of notice. Failure to respond within the applicable time period will result in forfeiture of prize and Sponsor shall have the option to award the prize to an alternate winner. If a potential winner is disqualified for any reason, the Sponsor will award the prize to an alternate winner by conducting a random drawing from among all remaining eligible entries. Only three (3) alternate drawings will be held, after which the prize will remain un-awarded. A PARTICIPANT IS NOT A WINNER OF ANY PRIZE, EVEN IF NOTIFIED OF BEING A WINNER, UNLESS AND UNTIL THE PARTICIPANT'S ELIGIBILITY HAS BEEN VERIFIED BY SPONSOR. If, in the Sponsor's opinion, there is an error in the Event or Sweepstakes which compromises the integrity of the Sweepstakes, if Sponsor suspects that the Sweepstakes has been tampered with, or Sponsor believes that technical difficulties (including viruses and bugs) may compromise the integrity of the Sweepstakes, Sponsor reserves the right to, in its sole discretion, cancel or modify the Sweepstakes.
5Taxes. The winner of the prize is responsible for all taxes, if any, resulting from acceptance of prize. By entering the Sweepstakes, Participant acknowledges that Participant will be responsible for any taxes associated with winning and accepting the prize.
6Prize. One winner will be drawn at random. A prize of Apple® AirPods MaxTM will be awarded to one winner. The total retail value of the prize is £499. If the actual value of the prize is less than the stated prize value, the difference will not be awarded in cash. Limit one prize per family or household. The winner may not substitute the prize for another prize, transfer the prize or receive a cash redemption, except at Sponsor's sole discretion. Sponsor reserves the right to substitute a prize of equal or greater value. Arrangements for delivery of the prize will be made after the winner is validated.
7Use of Name and Likeness; Email Communications. By participating in the Sweepstakes, or accepting a prize, Participant consents to the Sponsor's use of Participant's personally identifiable information, including name, email address, location or address, contact information, communications within the Event or actions taken within the Event, in connection with the administration of the Sweepstakes, and disclosure of such information to the Event platform administrator (a Lattice service provider), Event sponsors or speakers, and the necessary service providers of each of the foregoing in connection with the administration of the Sweepstakes.
8Data Privacy. In addition to the use described in Section 7, when you register for the Event, you may be asked to consent to receive marketing communications from Sponsor or other Event sponsors or speakers. Consenting to receive communications is optional, and Participant's decision to consent to such communications will not improve Participant's chances of winning. Information submitted with an entry is subject to the Lattice Privacy Policy available at www.lattice.com/privacy/policy.
9Disclaimer and Limitation of Liability. THIS SWEEPSTAKES OFFER IS BEING MADE EXCLUSIVELY BY THE SPONSOR. NEITHER SPONSOR, THE EVENT PLATFORM ADMINISTRATOR, NOR THEIR SUBSIDIARIES OR AFFILIATED ENTITIES ARE RESPONSIBLE ERRORS IN ANY SWEEPSTAKES-RELATED MATERIALS OR TRANSACTIONS THAT ARE PROCESSED LATE OR INCORRECTLY OR ARE LOST DUE TO COMPUTER OR ELECTRONIC MALFUNCTION. SPONSOR IS NOT RESPONSIBLE FOR LATE, LOST, STOLEN, MANGLED, MISDELIVERED, ILLEGIBLE, INCOMPLETE OR LATE ENTRIES, OR FOR A PARTICIPANT'S FAILURE TO RECEIVE PRIZE NOTICES DUE TO SPAM, JUNK E-MAIL OR OTHER SECURITY SETTINGS, FOR PARTICIPANT'S PROVISION OF INCORRECT OR OTHERWISE NON-FUNCTIONING CONTACT INFORMATION, OR ANY OTHER TECHNOLOGICAL DIFFICULTIES THAT MAY PREVENT A PARTICIPANT FROM PARTICIPATING IN THE EVENT OR ANY ACTIVITY IN THE EVENT, OR CLAIMING A PRIZE. SPONSOR IS NOT RESPONSIBLE FOR TECHNICAL, HARDWARE, SOFTWARE, OR TELEPHONE FAILURE OF ANY KIND, LOST OR UNAVAILABLE NETWORK CONNECTIONS OR FRAUD, INCOMPLETE, GARBLED, OR DELAYED COMPUTER TRANSMISSION WHETHER CAUSED BY SPONSOR, USER, OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SWEEPSTAKES, OR BY ANY TECHNICAL OR HUMAN ERROR WHICH MAY OCCUR IN THE PROCESS OF SUBMISSIONS WHICH MAY LIMIT A PARTICIPANT'S ABILITY TO PARTICIPATE IN THIS SWEEPSTAKES. NEITHER SPONSOR, THE EVENT PLATFORM ADMINISTRATOR, NOR THEIR SUBSIDIARIES OR AFFILIATED ENTITIES ARE RESPONSIBLE FOR ANY DAMAGES OR INJURY INCURRED BY A PARTICIPANT OR WINNER AS A RESULT OF WINNING. SPONSOR DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, FUNCTIONALITY, SAFETY, OPERATION OR OTHERWISE WITH RESPECT TO THE PRIZE. THE WINNER IS SOLELY RESPONSIBLE FOR ITS USE OF THE PRIZE, INCLUDING ANY DAMAGE, HARM, INJURY OR HEALTH ISSUE WHICH MAY RESULT FROM THE WINNER'S USE, MISUSE OR POSSESSION OF THE PRIZE. By entering the Sweepstakes, Participant waives all right to, and holds Sponsor harmless from, any claim, liability, loss, damage (including punitive, incidental, and consequential damages), or expense (including attorneys' fees) arising out of or in connection with Participant's participation in the Sweepstakes or the acceptance, use, or misuse of any prize. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND, IN SUCH CASE, THE ABOVE LIMITATION DOES NOT APPLY TO YOU.
10Choice of Law and Forum. Participant agrees that all matters arising out of or relating to the Sweepstakes and these Official Rules are governed by, and construed in accordance with, the laws of England and Wales, without giving effect to any of its conflict of laws provisions thereof. Participant further agrees that any legal suit, action, or proceeding arising out of or relating to this Sweepstakes and these Official Rules shall be brought exclusively in the English courts located in London, United Kingdom.
11Sponsor. The Sweepstakes Sponsor and address are: Lattice Marketing / Resources for Humans 2023 Sweepstakes Giveaway 360 Spear Street, Floor 4, San Francisco, CA 94105, USA

·Lattice Best of Resources for Humans Sweepstakes Official Rules (U.S.)

·Version Version 1.0 (Current)

·Effective November 15th 2023

·Download

·Table of Contents

·OFFICIAL RULES

·Lattice Best of Resources for Humans Sweepstakes - U.S. Apple® AirPods MaxTM Giveaway

·NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES. A PURCHASE OR PAYMENT WILL NOT INCREASE YOUR ODDS OF WINNING. VOID WHERE PROHIBITED BY LAW.

1Agreement to Official Rules. Participation in the Lattice Best of Resources for Humans Apple® AirPods MaxTM Giveaway Sweepstakes (the "Sweepstakes") constitutes the Participant's (defined below) full and unconditional acceptance of these official rules ("Official Rules") and Participant's agreement that the decisions of the Sponsor (defined in Section 3) is final and binding.
2How to Enter. Participants may enter the Sweepstakes beginning on December 12, 2023 at 10:00 a.m. (PT) and the Sweepstakes will end on December 12, 2023 at 12:15 p.m. (PT) ("Entry Period"). All entries must be received during the Entry Period to be eligible to enter the Sweepstakes or win the prize. Only individuals who have registered to attend, and do attend, the Lattice Best of Resources for Humans virtual event (the "Event") sponsored by Sponsor are eligible to enter the Sweepstakes (each a "Participant"). Entry to the Event is free of charge. Each Participant may only submit one entry. Participants enter the Sweepstakes by attending the Event during the Entry Period. Participants are not required to purchase any products or services to enter the Sweepstakes, and the purchase of products or services will not increase the number of entries per Participant or a Participant's odds of winning the prize. Participants must register for the Event using an accurate email address. Participants may not enter more times by using multiple email addresses, logins, identities, devices, or any other method and use of any of the foregoing, including Participant's use of any robotic, automatic, programmed, or similar entry method or entering more than the number of times permitted, will void all entries associated with that Participant and result in the Participant's disqualification from the Sweepstakes.
3Eligibility. The Sweepstakes is open to residents of the United States of America who are at least 18 years of age and older as of December 12, 2023. The following are not eligible to enter the Sweepstakes: employees, contractors, consultants, directors or officers of Degree, Inc. (d/b/a Lattice) or Lattice Technologies Limited, (collectively, the "Sponsor"), employees of any booth or event sponsor, employees of organizations that are competitive with Sponsor, and, in each case, their immediate families and household members regardless of where they live and whether related or not. In addition, government officials and government employees are not eligible to enter the Sweepstakes. Certain employers may prohibit their employees' participation in sweepstakes; therefore, Participant must ensure their employer's policies do not prohibit their participation in the Sweepstakes.
4Drawing. The Sponsor will conduct a random drawing on or around December 19, 2023, to select the winner from among all eligible entries received. The odds of winning depend on the number of Participants who attend the Event and enter the Sweepstakes. All potential winners are subject to eligibility verification by Sponsor, whose decisions are final and binding. Following the drawing, the winner will be notified by email and must sign and return an Affidavit of Eligibility and Release within seven (7) days of the date of notice. Failure to respond within the applicable time period will result in forfeiture of prize and Sponsor shall have the option to award the prize to an alternate winner. If a potential winner is disqualified for any reason, the Sponsor will award the prize to an alternate winner by conducting a random drawing from among all remaining eligible entries. Only three (3) alternate drawings will be held, after which the prize will remain un-awarded. A PARTICIPANT IS NOT A WINNER OF ANY PRIZE, EVEN IF NOTIFIED OF BEING A WINNER, UNLESS AND UNTIL THE PARTICIPANT'S ELIGIBILITY HAS BEEN VERIFIED BY SPONSOR. If, in the Sponsor's opinion, there is an error in the Event or Sweepstakes which compromises the integrity of the Sweepstakes, if Sponsor suspects that the Sweepstakes has been tampered with, or Sponsor believes that technical difficulties (including viruses and bugs) may compromise the integrity of the Sweepstakes, Sponsor reserves the right to, in its sole discretion, cancel or modify the Sweepstakes.
5Taxes. The winner of the prize is responsible for all taxes, if any, resulting from acceptance of prize. By entering the Sweepstakes, Participant acknowledges that Participant will be responsible for any taxes associated with winning and accepting the prize.
6Prize. One winner will be drawn at random. A prize of Apple® AirPods MaxTM will be awarded to one winner. The total retail value of the prize is $549. If the actual value of the prize is less than the stated prize value, the difference will not be awarded in cash. Limit one prize per family or household. The winner may not substitute the prize for another prize, transfer the prize or receive a cash redemption, except at Sponsor's sole discretion. Sponsor reserves the right to substitute a prize of equal or greater value. Arrangements for delivery of the prize will be made after the winner is validated.
7Use of Name and Likeness; Email Communications. By participating in the Sweepstakes, or accepting a prize, Participant consents to the Sponsor's use of Participant's personally identifiable information, including name, email address, location or address, contact information, communications within the Event or actions taken within the Event, in connection with the administration of the Sweepstakes, and disclosure of such information to the Event platform administrator (a Lattice service provider), Event sponsors or speakers, and the necessary service providers of each of the foregoing in connection with the administration of the Sweepstakes.
8Data Privacy. In addition to the use described in Section 7, when you register for the Event, you may be asked to consent to receive marketing communications from Sponsor or other Event sponsors or speakers. Consenting to receive communications is optional, and Participant's decision to consent to such communications will not improve Participant's chances of winning. Information submitted with an entry is subject to the Lattice Privacy Policy available at www.lattice.com/privacy/policy.
9Disclaimer and Limitation of Liability. THIS SWEEPSTAKES OFFER IS BEING MADE EXCLUSIVELY BY THE SPONSOR. NEITHER SPONSOR, THE EVENT PLATFORM ADMINISTRATOR, NOR THEIR SUBSIDIARIES OR AFFILIATED ENTITIES ARE RESPONSIBLE ERRORS IN ANY SWEEPSTAKES-RELATED MATERIALS OR TRANSACTIONS THAT ARE PROCESSED LATE OR INCORRECTLY OR ARE LOST DUE TO COMPUTER OR ELECTRONIC MALFUNCTION. SPONSOR IS NOT RESPONSIBLE FOR LATE, LOST, STOLEN, MANGLED, MISDELIVERED, ILLEGIBLE, INCOMPLETE OR LATE ENTRIES, OR FOR A PARTICIPANT'S FAILURE TO RECEIVE PRIZE NOTICES DUE TO SPAM, JUNK E-MAIL OR OTHER SECURITY SETTINGS, FOR PARTICIPANT'S PROVISION OF INCORRECT OR OTHERWISE NON-FUNCTIONING CONTACT INFORMATION, OR ANY OTHER TECHNOLOGICAL DIFFICULTIES THAT MAY PREVENT A PARTICIPANT FROM PARTICIPATING IN THE EVENT OR ANY ACTIVITY IN THE EVENT, OR CLAIMING A PRIZE. SPONSOR IS NOT RESPONSIBLE FOR TECHNICAL, HARDWARE, SOFTWARE, OR TELEPHONE FAILURE OF ANY KIND, LOST OR UNAVAILABLE NETWORK CONNECTIONS OR FRAUD, INCOMPLETE, GARBLED, OR DELAYED COMPUTER TRANSMISSION WHETHER CAUSED BY SPONSOR, USER, OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SWEEPSTAKES, OR BY ANY TECHNICAL OR HUMAN ERROR WHICH MAY OCCUR IN THE PROCESS OF SUBMISSIONS WHICH MAY LIMIT A PARTICIPANT'S ABILITY TO PARTICIPATE IN THIS SWEEPSTAKES. NEITHER SPONSOR, THE EVENT PLATFORM ADMINISTRATOR, NOR THEIR SUBSIDIARIES OR AFFILIATED ENTITIES ARE RESPONSIBLE FOR ANY DAMAGES OR INJURY INCURRED BY A PARTICIPANT OR WINNER AS A RESULT OF WINNING. SPONSOR DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, FUNCTIONALITY, SAFETY, OPERATION OR OTHERWISE WITH RESPECT TO THE PRIZE. THE WINNER IS SOLELY RESPONSIBLE FOR ITS USE OF THE PRIZE, INCLUDING ANY DAMAGE, HARM, INJURY OR HEALTH ISSUE WHICH MAY RESULT FROM THE WINNER'S USE, MISUSE OR POSSESSION OF THE PRIZE. By entering the Sweepstakes, Participant waives all right to, and holds Sponsor harmless from, any claim, liability, loss, damage (including punitive, incidental, and consequential damages), or expense (including attorneys' fees) arising out of or in connection with Participant's participation in the Sweepstakes or the acceptance, use, or misuse of any prize. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND, IN SUCH CASE, THE ABOVE LIMITATION DOES NOT APPLY TO YOU.
10Choice of Law and Forum. Participant agrees that all matters arising out of or relating to the Sweepstakes and these Official Rules are governed by, and construed in accordance with, the laws of California, without giving effect to any of its conflict of laws provisions thereof. Participant further agrees that any legal suit, action, or proceeding arising out of or relating to this Sweepstakes and these Official Rules shall be brought exclusively in the applicable federal or state courts located in San Francisco, California.
11Winners List: For a list of the prize winner's name, which will be available after January 3, 2024, send an email to RfHVirtual@lattice.com.
12Sponsor. The Sweepstakes Sponsor and address are: Lattice Marketing / Best of Resources for Humans Sweepstakes Giveaway 360 Spear Street, Floor 4, San Francisco, CA 94105, USA

·Adnan's Test Contract

·Version Version 1.0 (Current)

·Effective May 13th 2024

·Download

·Table of Contents

·I do solemnly swear I am up to no good.

·Galactic Empire Enlistment Agreement

·Version Version 3.0 (Current) Version 2.0 Version 1.0

·Effective January 13th 2025

·Download

·Table of Contents

·Empire Enlistment Contract

·Galactic Empire Enlistment Agreement

1Article I: Pledge of Allegiance

·I, the undersigned, hereby pledge my unswerving loyalty to the Galactic Empire, to serve and abide by its decrees, and to support the noble quest for order and peace across the galaxy under the supreme leadership of Emperor Palpatine.

2Article II: Duties and Responsibilities

·As a member of the Galactic Empire, I commit to:

·Upholding the laws set forth by the Imperial Senate and enforced by our Lord Darth Vader.
·Defending the Empire's interests against Rebel alliances and other forces of chaos.
·Maintaining secrecy regarding the locations and missions of the Death Star(s).

3Article III: Term of Service

·The term of service is binding and lifelong, with provisions for extension as deemed necessary by Imperial Command. Desertion or treason against the Galactic Empire will be met with severe penalties.

4Article IV: Compensation and Benefits

·Compensation includes, but is not limited to:

·A competitive salary paid in Imperial credits.
·Comprehensive health and life insurance, covering injuries sustained during service.
·Opportunities for advancement within the Imperial ranks.

5Article V: Declaration

·By signing this document, I accept the terms herein and vow to serve the Galactic Empire with full commitment and to bring glory to our Emperor. Failure to comply with this agreement exposes me to potential disciplinary actions, as per Imperial law.

·Signed on this day, at the location of [Insert Signing Location], on the [Insert Date].

·This is a legally binding document prepared and approved by the legal division of the Galactic Empire. All rights to modify this agreement reside solely with Imperial Command. For the Empire!!!!!!

·Effective January 13th 2025 to January 13th 2025

·Download

·Table of Contents

·Empire Enlistment Contract

·Galactic Empire Enlistment Agreement

1Article I: Pledge of Allegiance

2Article II: Duties and Responsibilities

·As a member of the Galactic Empire, I commit to:

·Upholding the laws set forth by the Imperial Senate and enforced by our Lord Darth Vader.
·Defending the Empire's interests against Rebel alliances and other forces of chaos.
·Maintaining secrecy regarding the locations and missions of the Death Star(s).

3Article III: Term of Service

4Article IV: Compensation and Benefits

·Compensation includes, but is not limited to:

·A competitive salary paid in Imperial credits.
·Comprehensive health and life insurance, covering injuries sustained during service.
·Opportunities for advancement within the Imperial ranks.

5Article V: Declaration

·Signed on this day, at the location of [Insert Signing Location], on the [Insert Date].

·This is a legally binding document prepared and approved by the legal division of the Galactic Empire. All rights to modify this agreement reside solely with Imperial Command. For the Empire!!!

·Effective May 13th 2024 to January 13th 2025

·Download

·Table of Contents

·Empire Enlistment Contract Galactic Empire Enlistment Agreement Article I: Pledge of Allegiance

·As a member of the Galactic Empire, I commit to:

·Upholding the laws set forth by the Imperial Senate and enforced by our Lord Darth Vader.
·Defending the Empire's interests against Rebel alliances and other forces of chaos.
·Maintaining secrecy regarding the locations and missions of the Death Star(s). Article III: Term of Service

·Compensation includes, but is not limited to:

·A competitive salary paid in Imperial credits.
·Comprehensive health and life insurance, covering injuries sustained during service.
·Opportunities for advancement within the Imperial ranks. Article V: Declaration

·Signed on this day, at the location of [Insert Signing Location], on the [Insert Date].

·This is a legally binding document prepared and approved by the legal division of the Galactic Empire. All rights to modify this agreement reside solely with Imperial Command. For the Empire!

·Charlie's New Template

·Version Version 1.0 (Current)

·Effective May 30th 2024

·Download

·Table of Contents

·Lattice Customer Reference Agreement and Release

·We are pleased to invite you to participate in customer reference activities ("Activities") on behalf of Degree, Inc. d/b/a Lattice ("Lattice" or "we").

11. Participation. By participating in the Activities, you confirm that: (a) you are at least eighteen years old; (b) your employer ("Customer") has authorized your participation in the Activities; (c) your participation in the Activities will not violate any agreement (including your employment agreement) with a third party or create a conflict of interest; and (d) you will not share with Lattice any confidential or proprietary information belonging to Customer or a third party. Your participation in the Activities is completely voluntary.

22. Production Assets; Approval. The purpose of the Activities ("Purpose") is to create one or more case studies, testimonials, and/or other promotional materials for Lattice to use in its sales and marketing activities (collectively, "Production Assets"). Unless otherwise agreed to in writing by the parties, this release will apply to all occurrences of the Production Assets. You, for and on behalf of Customer, hereby give Lattice permission to use Customer's name and other identifying information as part of the Production Assets, and any other Lattice sales and marketing activities and related reference material that Customer and Lattice mutually approve. Lattice confirms that it will obtain Customer approval of the use of Customer's logos, images, and final content associated with the Production Assets (collectively, "Approved Content") prior to public release. Once approved, you agree that the Approved Content may be published publicly, including publishing to Lattice's website and social media sites. You further agree that Lattice may distribute Approved Content in printed materials, at trade shows, and/or via other marketing channels or media.

33. Lattice Confidential Information. This agreement, and any information provided to you by Lattice during the Activities are confidential ("Confidential Information"). As used in this agreement, "Confidential Information" means any information, including, without limitation, business, technical, and financial information, policies, vendors, reports and certifications, and testing results that is in written, oral or any other form, that Lattice designates as being confidential or that, under the circumstances surrounding disclosure, should be clear that it is confidential. "Confidential Information" does not include information that: (i) is in the public domain at the time it was disclosed or subsequently comes into the public domain through no fault of yours; (ii) is already known to you before receipt from Lattice; (iii) is independently developed by you or your employer without use of Confidential Information; or (iv) becomes known to you, on a non-confidential basis, from a source other than Lattice, as evidenced by contemporaneous business records, without breach of this agreement by you. You agree to retain in confidence any Confidential Information received from Lattice. Except with the prior written consent of Lattice, you will not (i) disclose such Confidential Information to any other person or (ii) use such Confidential Information for any purpose other than the Purpose. Confidential Information may be disclosed to your employer or to employees or consultants of your employer or any parent or subsidiary of your employer who have a need to know such information, provided that such persons are made aware of this agreement and either (i) agree to observe the terms of this agreement or (ii) are bound by obligations of confidentiality of at least as high a standard as those imposed on you under this agreement. You agree that you will (a) use Lattice Confidential Information only to participate in the Activities, (b) take reasonable care to prevent any unauthorized use or disclosure of Confidential Information, and (c) not photograph, record, or share any Confidential Information with anyone.

44. Personal Information.

4.14.1. Personal Information Collection Consent. With your consent, and solely for the Purpose, we may collect and process information that can identify you, including your name, email, and job title ("Personal Information"), in accordance with this agreement and the Lattice Privacy Policy at https://lattice.com/privacy/policy. I give my consent (initial here): ____

4.24.2. Audio/Video/Photography Collection Consent. The Activities may involve collecting audio, video, or photographs of you. For example, we may video record an interview session with you. With your consent, and solely for the Purpose, we may record your face, voice, physical features, mannerisms, likeness, and interactions during the Activities. I give my consent (initial here): ____

55. No Compensation. You understand that Lattice will not compensate you or Customer in any way for your participation in the Activities or for our use of Production Assets.

66. Term. This agreement becomes effective when you sign below. Either party may terminate this agreement effective immediately on written notice. All provisions that under their terms or by implication ought to survive, including Sections 2 (Production Assets; Approval), 3 (Lattice Confidential Information), 6 (Term), 7 (Miscellaneous), and 8 (Governing Law and Jurisdiction) will survive any termination of this agreement.

77. Miscellaneous. All legal notices must be in English, in writing (which may be by email), and addressed to the other party's primary contact, which for Lattice is legal@lattice.com. Any amendment must be in writing and signed by both parties. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this agreement. The parties are independent contractors. This agreement does not create any agency, partnership, joint venture, or employment relationship. This agreement states all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. If any term (or part of a term) of this agreement is invalid, illegal, or unenforceable, the rest of this agreement will remain in effect. If this agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

88. Governing Law and Jurisdiction. All claims arising out of or relating to this agreement will be governed by California law, excluding California's conflict of laws rules, and will be litigated exclusively in San Francisco County, California, USA; the parties consent to personal jurisdiction in those courts.

·Agreed by: Full Name: ________________________ Customer Name: ________________________ Signature: ________________________ Email Address: ________________________ Date: _____________

·Linda's New Contract

·Version Version 3.0 (Current) Version 2.0 Version 1.0

·Effective May 31st 2024

·Download

·Table of Contents

·Lattice Customer Reference Agreement and Release

·We are pleased to invite you to participate in customer reference activities ("Activities") on behalf of Degree, Inc. d/b/a Lattice ("Lattice" or "we").

44. Personal Information.

·I give my consent (initial here):

·likeness, and interactions during the Activities.

·I give my consent (initial here):

55. No Compensation. You understand that Lattice will not compensate you or Customer in any way for your participation in the Activities or for our use of Production Assets.

·Agreed by:

·Full Name:

·Customer Name:

·Signature:

·Email Address: Date:

·Effective May 31st 2024 to May 31st 2024

·Download

·Table of Contents

·Lattice Customer Reference Agreement and Release

·We are pleased to invite you to participate in customer reference activities ("Activities") on behalf of Degree, Inc. d/b/a Lattice ("Lattice" or "we").

44. Personal Information.

·I give my consent (initial here):

·likeness, and interactions during the Activities.

·I give my consent (initial here):

55. No Compensation. You understand that Lattice will not compensate you or Customer in any way for your participation in the Activities or for our use of Production Assets.

·Agreed by:

·Full Name:

·Customer Name:

·Signature:

·Email Address: Date:

·Effective May 31st 2024 to May 31st 2024

·Download

·Table of Contents

·Lattice Customer Reference Agreement and Release

·We are pleased to invite you to participate in customer reference activities ("Activities") on behalf of Degree, Inc. d/b/a Lattice ("Lattice" or "we").

44. Personal Information.

·I give my consent (initial here):

·likeness, and interactions during the Activities.

·I give my consent (initial here):

55. No Compensation. You understand that Lattice will not compensate you or Customer in any way for your participation in the Activities or for our use of Production Assets.

·Agreed by:

·Full Name:

·Customer Name:

·Signature:

·Email Address: Date:

·Linda's Drafting Clickity Clack

·Version Version 3.0 (Current) Version 2.0 Version 1.0

·Effective June 5th 2024

·Download

·Table of Contents

·Lattice Customer Reference Agreement and Release

·We are pleased to invite you to participate in customer reference activities ("Activities") on behalf of Degree, Inc. d/b/a Lattice ("Lattice" or "we").

44. Personal Information.

·I give my consent (initial here): {{initials}}

·likeness, and interactions during the Activities.

·I give my consent (initial here): {{initials}}

55. No Compensation. You understand that Lattice will not compensate you or Customer in any way for your participation in the Activities or for our use of Production Assets.

·Agreed by: Full Name: {{fullname}}

·Customer Name: {{customername-ifapplicable}} Signature: {{signature}} Email Address: {{emailaddress}} Date: {{date}}

·Effective May 31st 2024 to June 5th 2024

·Download

·Table of Contents

·Lattice Customer Reference Agreement and Release

·We are pleased to invite you to participate in customer reference activities ("Activities") on behalf of Degree, Inc. d/b/a Lattice ("Lattice" or "we").

44. Personal Information.

·I give my consent (initial here):

·likeness, and interactions during the Activities.

·I give my consent (initial here):

55. No Compensation. You understand that Lattice will not compensate you or Customer in any way for your participation in the Activities or for our use of Production Assets.

·Agreed by:

·Full Name:

·Customer Name:

·Signature:

·Email Address:

·Date:

·Effective May 31st 2024 to May 31st 2024

·Download

·Table of Contents

·Lattice Customer Reference Agreement and Release

·We are pleased to invite you to participate in customer reference activities ("Activities") on behalf of Degree, Inc. d/b/a Lattice ("Lattice" or "we").

44. Personal Information.

·I give my consent (initial here):

·likeness, and interactions during the Activities.

·I give my consent (initial here):

55. No Compensation. You understand that Lattice will not compensate you or Customer in any way for your participation in the Activities or for our use of Production Assets.

·Agreed by:

·Full Name:

·Customer Name:

·Signature:

·Email Address:

·Date:

·Linda's Drafting Clickity Clack (Copy)

·Version Version 1.0 (Current)

·Effective May 31st 2024

·Download

·Table of Contents

·Lattice Customer Reference Agreement and Release

·We are pleased to invite you to participate in customer reference activities ("Activities") on behalf of Degree, Inc. d/b/a Lattice ("Lattice" or "we").

44. Personal Information.

·I give my consent (initial here):

·likeness, and interactions during the Activities.

·I give my consent (initial here):

55. No Compensation. You understand that Lattice will not compensate you or Customer in any way for your participation in the Activities or for our use of Production Assets.

·Agreed by:

·Full Name:

·Customer Name:

·Signature:

·Email Address:

·Date:

·Lattice First Customer Program Participation Agreement

·Version Version 1.0 (Current)

·Effective June 14th 2024

·Download

·Table of Contents

·LATTICE FIRST CUSTOMER PROGRAM PARTICIPATION AGREEMENT

·This Lattice First Customer Program Participation Agreement (the "Agreement") constitutes an agreement entered into between Degree, Inc. (d/b/a Lattice) ("Lattice"), a Delaware corporation located at 360 Spear Street, Floor 4, San Francisco, CA 94105, and the entity or organization that accesses the Lattice Service through a subscription agreement with Lattice and that indicates its acceptance of this Agreement as a condition of participating in the First Customer Program ("Customer"). This Agreement sets forth the terms and conditions governing Customer's participation in the First Customer Program, and is effective as of the date accepted by Customer ("Effective Date"). By accepting this Agreement, Customer agrees to the terms of this Agreement in a legally binding manner. If you are an individual accepting this Agreement on behalf of Customer, you represent that you have the authority to bind Customer to the terms and conditions of this Agreement. If you do not have such authority, or if you or Customer do not agree with the terms and conditions set forth herein, you must not accept this Agreement and Customer may not participate in the First Customer Program. In addition to the foregoing, and for the avoidance of doubt, this Agreement is intended to supplement the Lattice Terms of Service and/or any other agreement between Customer and Lattice (referred to hereafter, individually or collectively, as the "Terms"), and in the event of a direct conflict between this Agreement and any other Terms, solely with respect to the subject matter of the First Customer Program, this Agreement will govern.

·The parties propose to work together in connection with one or more new products or product features (the "Features") that are not yet, and may not be, released by Lattice. Customer will pilot and provide feedback (the "Purpose"), and the parties wish to set out herein the terms and conditions upon which their respective Confidential Information (as defined below) may be disclosed to or used by the other in connection with the Purpose. In consideration of the covenants and conditions set forth below, the parties agree as follows:

·Confidential Information. As used in this Agreement, "Confidential Information" means any information, including, without limitation, business, technical, financial, and marketing information, that is in written, oral, or any other form, that a party designates as being confidential or that, under the circumstances surrounding disclosure, should be clear that it is confidential. Under this Agreement, the party receiving Confidential Information shall be referred to as the "Receiving Party," and the party disclosing Confidential Information shall be referred to as the "Disclosing Party." "Confidential Information" does not include information that: (i) is in the public domain at the time it was disclosed or subsequently comes into the public domain through no fault of the Receiving Party; (ii) is already known to the Receiving Party before receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) becomes known to the Receiving Party, on a non-confidential basis, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party.

·Nondisclosure and Use. A Receiving Party shall retain in confidence any Confidential Information received from the Disclosing Party. Except with the prior written consent of the Disclosing Party, the Receiving Party shall not disclose such Confidential Information to any other person or use such Confidential Information for any purpose other than the Purpose under this Agreement. Confidential Information may be disclosed only to employees or consultants of the Receiving Party or any parent or subsidiary of the Receiving Party who have a need to know such information, provided that such persons are made aware of this Agreement and either (i) agree to observe the terms of this Agreement or (ii) are bound by obligations of confidentiality to the Receiving Party of at least as high a standard as those imposed on the Receiving Party under this Agreement. The Receiving Party shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information.

·Customer Acknowledgements. Customer acknowledges and agrees that this Agreement is limited in scope to the Features included, at Lattice's sole discretion, in the First Customer Program, and that such Features do not constitute (i) the subscription Software or Services as described in the Lattice Terms of Service and provided to Customer under an applicable Order Form, (ii) professional services as may be offered or performed by Lattice under a separate Statement of Work or other written agreement, or (iii) any other provision of a deliverable or performance of a service that requires anything more than minimum effort by Lattice.

·No Warranty. Customer acknowledges and expressly agrees that the performance of the Features, and any data or other information provided to or used by Customer in relation to the Features, is performed and provided "as-is" and at Customer's sole risk without warranty of any kind, and that Lattice specifically disclaims all other warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, accuracy, compliance with applicable law, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law. Customer understands and agrees that Lattice is not liable for any claims arising from the performance, provision, or Customer's use of the Features, whether directly or indirectly, and that the Features, and any performance, provision, or use thereof is not subject to any service level agreement or any warranties of any kind.

·Lattice Artificial Intelligence Addendum

·Version Version 3.0 (Current) Version 2.0 Version 1.0

·Effective August 22nd 2025

·Download

·Table of Contents

·LATTICE ARTIFICIAL INTELLIGENCE ADDENDUM AND CONSENT FOR DATA PROCESSING

·This Lattice Artificial Intelligence Addendum and Consent for Data Processing (the "AI Addendum"), which applies to Customer's access and use of any Lattice AI feature (as defined below), forms a part of and is incorporated into the Lattice Terms of Service ("TOS"), and specifically but not limited to the Data Processing Addendum ("DPA"), or if applicable such other written or electronic agreement(s) governing Customer's use of the Lattice Service between Customer and Lattice (collectively, the "Agreement"). A capitalized term used but not defined herein has the same meaning as the same or substantially equivalent term in the Agreement.

11. Definitions.

1.11.1. "Customer Data" includes both Customer Data and Customer Content as defined in the Agreement.

1.21.2. "Input" means any information, which may include Customer Data, Customer provides to Lattice to be processed through a Lattice AI feature.

1.31.3. "Lattice AI" as used herein means any of Lattice's or a third party's artificial intelligence or machine learning technology, as applicable, that is (a) capable of (i) generating new content (including by processing existing content) or (ii) suggesting actions, or acting with human approval; (b) made available as part of the Lattice Service; and (c) enabled by Customer within Customer's Lattice account.

1.41.4. "Output" means responses generated by Lattice AI and presented to the customer through the Lattice Service.

22. Customer Data; Inputs; Output. Customer may provide Input to be processed by Lattice AI, and receive Output generated and returned by Lattice AI. Input and Output, except any Output or portion thereof that constitute Company Properties (as defined in the TOS), are Customer Data. Customer represents and warrants that Customer has all rights, licenses, and permissions needed to provide the Input to Lattice AI. Customer will ensure that Input and use of Lattice AI will not violate any applicable laws.

·OpenAI to power the features and functionality of Lattice AI. Customer may not use Lattice AI in a manner that violates any OpenAI policy, including OpenAI's Usage Policies and Sharing and Publication Policy.
·LangSmith for Lattice AI feature monitoring and optimization.

·In the event Lattice uses other Third Party Technology to power Lattice AI features, Lattice will provide notification to Customer of the use of any such Third Party Technology, and any terms or policies applicable to the use of the same, prior to any Customer Data being disclosed to or processed therethrough. For the avoidance of doubt, Lattice does not permit Third Party Technology providers to use Lattice AI or Customer Data to improve or train any artificial intelligence or machine learning models.

44. Consent; Additional Processing Instructions. Customer and Lattice agree that Lattice and as applicable its Third Party Service providers will process Input as a processor. To the extent Customer Data provided as Input to Lattice AI contains Personal Data (as that term is defined in the DPA), Customer authorizes, instructs, and warrants that it has obtained any necessary consents required for Lattice and its Third Party Technology providers to process the Personal Data for the additional purpose of providing Lattice AI Output and functionality, which includes investigating security incidents, fraudulent activity, detecting and preventing network exploits or abuse, and as necessary to comply with applicable law or regulation. The types and categories of Personal Data processed by Lattice AI vary by feature, but in general will be those types and categories of Personal Data associated with the product(s) of the Lattice Service you are using, as described in the DPA or as otherwise may be disclosed within the Lattice Service prior to the activation of each Lattice AI feature, as well as any Personal Data you disclose to a product of the Lattice Service through any third-party integration you choose to use.

55. Use, Restrictions, and Termination. Only active Lattice Customers in good standing and their Authorized Users are permitted to access and use Lattice AI. Customer's use of Lattice AI is optional, and Customer must actively choose to enable any Lattice AI feature it elects to use. Customer will ensure that its use of any Lattice AI features is at all times in accordance with the Agreement and this Addendum. Customer may not use Lattice AI (a) to develop artificial intelligence products, services, features, or technology, or any machine learning models or technology, or any product, feature, or service that is competitive with any service or feature provided or offered by Lattice; (b) to mislead any person or entity that an Output was solely human generated; or (c) in a manner that violates any applicable law, regulation, or third party right. At its sole discretion, Lattice may modify or replace any of the terms of this AI Addendum. Customer's continued use of Lattice AI following any changes to the Lattice AI Addendum, once communicated to Customer in-product, constitutes acceptance of those changes. Lattice may change, suspend, or discontinue Lattice AI at any time. Lattice may also impose limits on certain features or restrict Customer's access to all or part of Lattice AI without notice or liability to Lattice.

66. Risks and Limitations. Artificial intelligence and machine learning technologies, including Lattice AI, use emerging technology that may provide Output that is inaccurate, is offensive, or is not designed or intended to meet Customer's needs, expectations, or legal, regulatory, or compliance obligations. Customer acknowledges that with respect to its use of any Lattice AI feature, Customer is solely responsible for (i) developing its own internal policies on the appropriate use of these technologies and training Administrative Users or other relevant users on these policies, (ii) providing transparency and notices and obtaining all necessary consents required by applicable laws, and (iii) implementing sufficient human oversight for the use of Lattice AI. Due to the nature of artificial intelligence and machine learning technology, Output may not be unique, and a Lattice AI feature may generate the same or similar Output for other customers. Lattice does not guarantee the generation of Output by any Lattice AI feature. By using Lattice AI, Customer acknowledges and agrees that Lattice is not responsible for (a) any inaccuracies or errors in the Output, (b) any biases, lack of fairness, or limitations of the underlying algorithms or data, or (c) any Output that the Customer or its users may find unsafe, harmful or offensive. Customer acknowledges that Lattice AI is an optional feature of the Lattice Service, and that Customer may stop using Lattice AI features at any time.

77. Intellectual Property. As between Lattice and Customer, (a) Lattice owns or properly licenses all right, title, and interest in and to Lattice AI and any resulting usage and statistical data, including all intellectual property and proprietary rights therein, and (b) Customer owns all right, title, and interest in and to its Input, as well as any Output that is unique solely to Customer. Except for those expressly granted herein, no other rights or permissions to Lattice AI are granted to Customer.

88. WARRANTY DISCLAIMER AND INDEMNIFICATION. LATTICE AI IS PROVIDED "AS IS," AND NEITHER PARTY MAKES AND LATTICE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LATTICE DOES NOT WARRANT THAT LATTICE AI WILL BE ERROR-FREE OR UNINTERRUPTED, NOR DOES LATTICE MAKE ANY WARRANTY REGARDING THE RESULTS OBTAINABLE FROM USING LATTICE AI OR THE ACCURACY OR SUITABILITY FOR CUSTOMER'S NEEDS OF ANY INFORMATION, OUTPUT, OR ADVICE OBTAINED THROUGH LATTICE AI. CUSTOMER UNDERSTANDS AND AGREES THAT (a) ANY INFORMATION OR OTHER OUTPUT OBTAINED THROUGH USING LATTICE AI IS AT CUSTOMER'S SOLE RISK, (b) CUSTOMER SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING, AND (c) CUSTOMER SHOULD NOT RELY ON ANY WORKFLOWS, PROCESSES, OR ADVICE IN OUTPUT WITHOUT INDEPENDENT REVIEW OF THE SAME AND IN RELATION TO SUITABILITY FOR CUSTOMER'S NEEDS. NO SUCH INFORMATION, OUTPUT OR ADVICE OBTAINED BY CUSTOMER FROM LATTICE OR THROUGH LATTICE AI WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. CUSTOMER AGREES THAT LATTICE IS NOT LIABLE FOR ANY CLAIMS ARISING FROM ANY INFORMATION, OUTPUT, OR ADVICE PROVIDED BY LATTICE IN CONNECTION WITH LATTICE AI.

99. Improving Lattice AI. Lattice may use anonymized, aggregated data and feedback collected from Customer to further develop and improve Lattice AI or as otherwise permitted under the Lattice Terms of Service. As stated above, Lattice does not and will not permit Third Party Technology providers to use Customer Data to improve or train their AI models.

1010. Acceptance and Authority. By enabling, accessing, or using any Lattice AI feature, Customer agrees to be bound and abide by the terms of this Addendum, and any individual who enables access to a Lattice AI feature on Customer's behalf represents and warrants to Lattice that s/he is duly authorized to accept and agree to the terms of this AI Addendum on behalf of Customer and that this AI Addendum is binding upon Customer in accordance with its terms.

1111. Entire Agreement; Modification; Conflicts; Survival. This AI Addendum, together with the Lattice Terms of Service (including any Order Form incorporated herein and any exhibits or attachments) constitute the entire agreement of the parties relating to the subject matter hereof and supersede all prior or contemporaneous communications, understandings, and agreements, oral or written, relating to such subject matter. Except for Lattice's exercising its right to unilaterally modify or replace the terms of this AI Addendum as described above and Customer's acceptance of such modified or replaced terms through an updated version of this AI Addendum presented to Customer in-product, no modification, amendment, or waiver of any provision of this AI Addendum shall be permitted. To the extent of any conflict or inconsistency between this AI Addendum and the TOS, DPA, or any Order Form or other prior written agreement between the parties, the provisions of this AI Addendum shall prevail. The terms of this AI Addendum will survive the expiration or termination of the Agreement.

·Effective January 13th 2025 to August 22nd 2025

·Download

·Table of Contents

·LATTICE ARTIFICIAL INTELLIGENCE ADDENDUM AND CONSENT FOR DATA PROCESSING

11. Definitions.

1.11.1. "Customer Data" includes both Customer Data and Customer Content as defined in the Agreement.

1.21.2. "Input" means any information, which may include Customer Data, Customer provides to Lattice to be processed through a Lattice AI feature.

1.41.4. "Output" means responses generated by Lattice AI and presented to the customer through the Lattice Service.

33. Third Party Technology. Lattice may use artificial intelligence or machine learning technology provided by a third party ("Third Party Technology") to provide some or all of the functionality for any Lattice AI features. By using a Lattice AI feature, Customer permits and instructs Lattice to disclose any Input, as determined by Lattice, in its sole discretion, to a Third Party Technology provider as necessary in order to provide the Lattice AI feature to Customer. Lattice currently uses Third Party Technology provided by OpenAI to power the features and functionality of Lattice AI. Customer may not use Lattice AI in a manner that violates any OpenAI policy, including OpenAI's Usage Policies and Sharing and Publication Policy. In the event Lattice uses other Third Party Technology to power Lattice AI features, Lattice will provide notification to Customer of the use of any such Third Party Technology, and any terms or policies applicable to the use of the same, prior to any Customer Data being disclosed to or processed therethrough. For the avoidance of doubt, Lattice does not permit Third Party Technology providers to use Lattice AI or Customer Data to improve or train any artificial intelligence or machine learning models.

55. Use, Restrictions, and Termination. Only active Lattice Customers in good standing and their Authorized Users are permitted to access and use Lattice AI. Customer's use of Lattice AI is optional, and Customer must actively choose to enable any Lattice AI feature it elects to use. Customer will ensure that its use of any Lattice AI features is at all times in accordance with the Agreement and this Addendum. Customer may not use Lattice AI (a) to develop artificial intelligence products, services, features, or technology, or any machine learning models or technology, or any product, feature, or service that is competitive with any service or feature provided or offered by Lattice; (b) to mislead any person or entity that an Output was solely human generated; or (c) in a manner that violates any applicable law, regulation, or third party right. At its sole discretion, Lattice may modify or replace any of the terms of this AI Addendum. Customer's continued use of Lattice AI following any changes to the Lattice AI Addendum, once posted to Lattice's website or otherwise communicated to Customer, constitutes acceptance of those changes. Lattice may change, suspend, or discontinue Lattice AI at any time. Lattice may also impose limits on certain features or restrict Customer's access to all or part of Lattice AI without notice or liability to Lattice.

1111. Entire Agreement; Modification; Conflicts; Survival. This AI Addendum, together with the Lattice Terms of Service (including any Order Form incorporated herein and any exhibits or attachments) constitute the entire agreement of the parties relating to the subject matter hereof and supersede all prior or contemporaneous communications, understandings, and agreements, oral or written, relating to such subject matter. Except for Lattice's exercising its right to unilaterally modify or replace the terms of this AI Addendum as described above and Customer's acceptance of such modified or replaced terms through Customer's continued use of Lattice AI, no modification, amendment, or waiver of any provision of this AI Addendum shall be permitted. To the extent of any conflict or inconsistency between this AI Addendum and the TOS, DPA, or any Order Form or other prior written agreement between the parties, the provisions of this AI Addendum shall prevail. The terms of this AI Addendum will survive the expiration or termination of the Agreement.

·Effective June 18th 2024 to January 13th 2025

·Download

·Table of Contents

·LATTICE ARTIFICIAL INTELLIGENCE ADDENDUM AND CONSENT FOR DATA PROCESSING

11. Definitions.

1.11.1. "Customer Data" includes both Customer Data and Customer Content as defined in the Agreement.

1.21.2. "Input" means any information, which may include Customer Data, Customer provides to Lattice to be processed through a Lattice AI feature.

1.41.4. "Output" means responses generated by Lattice AI and presented to the customer through the Lattice Service.

22. Customer Data; Inputs; Output. Customer may provide Input to be processed by Lattice AI, and receive Output generated and returned by Lattice AI. Input, and Output that is unique to Customer, are Customer Data. Customer represents and warrants that Customer has all rights, licenses, and permissions needed to provide the Input to Lattice AI. Customer will ensure that Input and use of Lattice AI will not violate any applicable laws.

55. Use, Restrictions, and Termination. Only active Lattice Customers in good standing and their Authorized Users are permitted to access and use Lattice AI. Customer's use of Lattice AI is optional, and Customer must actively choose to enable any Lattice AI feature it elects to use. Customer will ensure that its use of any Lattice AI features is at all times in accordance with the Agreement and this Addendum. Customer may not use Lattice AI (a) to develop artificial intelligence products, services, features, or technology, or any machine learning models or technology, or any product, feature, or service that is competitive with any service or feature provided or offered by Lattice; (b) to mislead any person or entity that an Output was solely human generated; or (c) in a manner that violates any applicable law, regulation, or third party right. At its sole discretion, Lattice may modify or replace any of the terms of this AI Addendum. Customer's continued use of Lattice AI following any changes to the Lattice AI Addendum, once posted to Lattice's website or otherwise communicated to Customer, constitutes acceptance of those changes. Lattice may change, suspend, or discontinue Lattice AI at any time. Lattice may also impose limits on certain features or restrict Customer's access to all or part of Lattice AI without notice or liability to Lattice.

1111. Entire Agreement; Modification; Conflicts; Survival. This AI Addendum, together with the Lattice Terms of Service (including any Order Form incorporated herein and any exhibits or attachments) constitute the entire agreement of the parties relating to the subject matter hereof and supersede all prior or contemporaneous communications, understandings, and agreements, oral or written, relating to such subject matter. Except for Lattice's exercising its right to unilaterally modify or replace the terms of this AI Addendum as described above and Customer's acceptance of such modified or replaced terms through Customer's continued use of Lattice AI, no modification, amendment, or waiver of any provision of this AI Addendum shall be permitted. To the extent of any conflict or inconsistency between this AI Addendum and the TOS, DPA, or any Order Form or other prior written agreement between the parties, the provisions of this AI Addendum shall prevail. The terms of this AI Addendum will survive the expiration or termination of the Agreement.

·LATTICE CERTIFIED FHR PROGRAM PARTICIPATION AGREEMENT

·Version Version 1.0 (Current)

·Effective July 31st 2024

·Download

·Table of Contents

·This Lattice Certified FHR Program Participation Agreement (the "Participation Agreement") constitutes an agreement entered into between Degree, Inc. (d/b/a Lattice) ("Lattice"), a Delaware corporation located at 360 Spear Street, Floor 4, San Francisco, CA 94105, and the individual, entity, or organization applying to participate in the Lattice Certified Fractional Human Resources ("FHR") Program (the "Program") and that indicates their acceptance of this Participation Agreement as a condition of participating in the Program ("Participant").

·By submitting an application to participate in the Program (a "Participant Application"), regardless of whether the Participant Application is submitted by the Participant or their proxy, Participant represents that Participant is at least 18 years old or older at the time of submission of the Participant Application, and that Participant has read and understands this Participation Agreement, and agrees to the terms of this Participation Agreement in a legally binding manner. If Participant is not authorized to enter this Participation Agreement, or if Participant does not agree with the terms and conditions set forth herein, Participant must not accept this Participation Agreement and may not participate in the Program.

·This Participation Agreement is effective upon submission of the Participant Application (the "Effective Date") and if Participant is accepted into the Program will remain in effect until termination or expiration in accordance with this Participation Agreement, unless Participant subsequently enters into a separate agreement with Lattice under the Program that supersedes some or all of the provisions of this Participation Agreement. By submitting a Participant Application, Participant represents and warrants that Participant is not prohibited or conflicted from, and has the authority to, enter into and form a binding contract with Lattice, and agrees to be subject to, abide and be bound by, this Participation Agreement if the Participant Application is accepted by Lattice for Participant to participate in the Program. In the event of a direct conflict between this Participation Agreement and any other written agreement entered into between Lattice and Participant, solely with respect to the subject matter of the Program, this Participation Agreement will govern unless or until terminated or superseded by a subsequent agreement.

·For the avoidance of doubt, acceptance into the Program is at Lattice's sole discretion, and Lattice is under no obligation to respond to, accept, or approve a Participant Application, and submission of a Participant Application does not guarantee that Participant will be selected or approved as a Participant in the Program.

·Confidential Information. As used in this Participation Agreement, "Confidential Information" means any information disclosed by Lattice to Participant, or that is made available to Participant in relation to the Program or their Participation Application, including, without limitation, business, technical, financial, and marketing information, that is in written, oral, or any other form, that Lattice designates as being confidential or that, under the circumstances surrounding disclosure, should be clear that it is confidential. "Confidential Information" does not include information that: (i) is in the public domain at the time it was disclosed or subsequently comes into the public domain through no fault of Participant; (ii) Participant can demonstrate was already known to the Participant before receipt from or disclosure by Lattice; (iii) Participant can demonstrate was independently developed by the Participant without use of Confidential Information; or (iv) becomes known to the Participant, on a non-confidential basis, from a source other than Lattice without breach of this Participation Agreement by Participant.

·Nondisclosure and Use. Participant shall retain in confidence any Confidential Information received from Lattice. Except with the prior written consent of Lattice, Participant shall not disclose such Confidential Information to any other person or use such Confidential Information for any purpose other than as necessary or permitted under this Participation Agreement or the Program. Confidential Information may be disclosed only to employees, consultants, or clients of the Participant who have a need to know such information strictly in relation to the Program, provided that such persons are made aware of this Participation Agreement and either (i) agree to observe the terms of this Participation Agreement or (ii) are bound by obligations of confidentiality to the Participant of at least as high a standard as those imposed on the Participant under this Participation Agreement. The Participant shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information.

·Participant Acknowledgement. Participant acknowledges and agrees that if Participant is accepted into the Program, the subject matter of this Participation Agreement does not contemplate a referral relationship, and its terms and conditions do not promise, guarantee, or otherwise obligate Lattice to pay to Participant a referral fee or any other compensation. Participant further understands and agrees that any such referral fee or similar compensation terms between Participant and Lattice will be governed by, and require Participant's acceptance of, a subsequent agreement under the Program, a condition of which will be Lattice's acceptance of Participant into the Program.

·Term, Termination, and Survival. The term of this Participation Agreement will commence on the Effective Date and continue for a period of one year, unless it is superseded by a subsequent agreement related to the Program, or sooner terminated in accordance with the terms set forth herein. Either party has the right to terminate this Participation Agreement at any time, effective immediately, for any reason or no reason, on written notice (e-mail sufficient) to the other party. Following any termination or expiration of this Participation Agreement, the rights and obligations of the parties in this Participation Agreement which, by their nature, should survive termination or expiration of this Participation Agreement, will survive any such termination or expiration of this Participation Agreement.

·No Warranty. Participant acknowledges and expressly agrees that any data or other information provided to or used by Participant in relation to the Program, is provided "as-is" and the use of which is at Participant's sole risk without warranty of any kind, andthat Lattice specifically disclaims all other warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, accuracy, compliance with applicable law, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law. Participant understands and agrees that Lattice is not liable for any claims arising from or related to the Participant Application, or Participant's acceptance into or participation in the Program, whether directly or indirectly, and that neither the Program now the Participant Application are subject to any service level agreement or any warranties of any kind.

·Promotional Rights. If Participant is accepted into the Program, Lattice shall have the right to: publicly promote Participant's participation in the Program in a manner of Lattice's choosing, which may include use of Participant's biography and likeness to promote the Program. Lattice may, but will not be required to, seek Participant's approval for Lattice's use of the Participant's biography or likeness as contemplated hereunder. Lattice will promote the Program in Lattice's sole discretion, and does not provide any promises or warranties that any promotion or publicity expected or desired by Participant will be generated. Participant may promote the Program only in accordance with Lattice's instructions or prior written approval, and at all times subject to this Participation Agreement or superseding agreement related to the Program, provided that such promotional initiatives and any cost associated therewith will be the sole responsibility of the Participant. In addition, nothing in this Participation Agreement grants Participant any authority to bind or commit Lattice in any manner, and in the absence of such permission granted under a subsequent or superseding agreement, Participant will not represent to any person that it is an agent of Lattice or is otherwise authorized to bind Lattice to any transaction.

·Relationship. As between Lattice and Participant, Participant understands and agrees that Participant is an independent contractor and that Participant is not Lattice's employee, worker, partner, or agent. If applicable, Participant shall be solely responsible for the payment of their income tax and insurance and Participant is not entitled to the provision of any employee benefits from Lattice nor will Lattice be required to pay any sick pay, holiday pay, or insurance on behalf of Participant. Participant at all times remains responsible for the payment of any and all taxes of any kind resulting from the services Participant performs in relation to a Program. Participant agrees to indemnify and keep Lattice fully indemnified against all costs (including legal costs), claims, demands, deductions, contributions, assessment, expenses, penalties, fines, interest, and liabilities arising out of or in connection with (i) any claim, finding, or determination that Participant is an employee, worker, or agent of Lattice (including Lattice's costs of terminating any employment or alleged employment), (ii) any claim, finding, or determination by the relevant tax or regulatory authorities that Lattice is obliged to make tax or insurance (or equivalent) contributions or social security contributions on the basis that Participant is, or deemed to be, an employee, worker, or agent of Lattice, and/or (iii) any breach by Participant of the warranty above.

·Limitation of Liability. Participant understands and agrees that Lattice and its shareholders, officers, directors, employees, agents, independent contractors and representatives (the "Lattice Parties") will not be liable for, and Participant assumes all such risk and expressly releases the Lattice Parties from, any direct, indirect, consequential, punitive, special, or any other damages, losses, suits, claims, causes of action, liabilities, expenses, costs, and attorneys' fees incurred arising from or in relation to the Participant Application, Participant's acceptance or participation in the Program, or otherwise in connection with the Program or this Participation Agreement. Participant further agrees to indemnify, defend, and hold harmless the Lattice Parties from any and all losses, damages, fines, suits, claims, causes of action, liabilities, expenses, costs, and attorneys' fees incurred arising from or in relation to the Participant Application, Participant's acceptance or participation in the Program, or otherwise in connection with the Program or this Participation Agreement.

·Assignment. Participant acknowledges and agrees that Participant has no right to assign, transfer, delegate, or subcontract any of Participant's rights or obligations under this Participation Agreement without the prior written consent of Lattice. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No attempted assignment, transfer, delegation, or subcontract will relieve Participant of any of Participant's obligations hereunder. Lattice may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under this Participation Agreement without Participant's prior written consent.

·General. Except where Participant subsequently enters into a separate agreement with Lattice that supersedes some or all of the provisions of this Participation Agreement, this Participation Agreement constitute the entire agreement between Participant and Lattice. Each party agrees that they do not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Participation Agreement. The rights and liabilities of the parties hereto are binding on, and shall inure to benefit of, the parties and their respective successors and permitted assigns. Any variation to the provisions of this Participation Agreement will have no effect unless expressly agreed in writing and signed by a duly authorized representative of Lattice. This Participation Agreement and all matters arising out of or relating to this Participation Agreement or a Program, whether in contract, tort, by statute or otherwise, are governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of law provisions, and the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. Participant hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Participation Agreement or the Program.

·Lattice HRIS Addendum

·Version Version 1.0 (Current)

·Effective October 3rd 2024

·Download

·Table of Contents

·This Lattice HRIS Addendum ("HRIS Addendum") governs Customer's access to and use of any Lattice products which provide a human resource information system service or platform ("Lattice HRIS") including where applicable any consultancy or implementation services we may provide in relation to Lattice HRIS, is part of the Lattice Terms of Service, or, if applicable, such other written or electronic agreement(s) governing Customer's use of the Lattice Service between Customer and Lattice (collectively, the "Terms"), and is hereby incorporated into the Terms by reference. As used herein and otherwise set forth in the Terms, references to "Lattice," Company," "we," "us," and "our" refer to Degree, Inc.; references to "Customer," "you," "your," and "yours" refer to the organization identified as the Customer in the applicable Order Form; and references to the "Service," in addition to the meaning given to it in the Terms, also refer to Lattice HRIS. Capitalized terms used but not otherwise defined in this HRIS Addendum will have the meaning set forth in the Terms. This HRIS Addendum sets forth the additional terms and conditions under which Customer and any of its Authorized Users may access and use Lattice HRIS.

11. Terms of Use of Lattice HRIS

22. Your Responsibilities; Compliance with Law

33. Accuracy of Customer Representations; Errors

·In order to provide Lattice HRIS, we must rely on your Customer Content provided by you (including by your employees and Authorized Users). You acknowledge that your access to and use of the Service requires accurate, complete, and timely Customer Content and that we are entitled to rely conclusively on all Customer Content in providing the Service to you, and your represent and warrant that any Customer Content provided to us in relation to your use of the Service is accurate and complete to the best of your knowledge. You further acknowledge that we do not have any obligation to verify, correct, or otherwise ensure the accuracy or quality of the Customer Content and, unless due to our own omissions or gross negligence, we are not liable for errors, omissions, penalties, fines, judgments, or other losses incurred that result from inaccurate, mistaken, or incomplete Customer Content provided by you, your employees, or your Authorized Users.

·If you become aware of a failure, possible failure, investigation, audit, or penalty relating to the Service, you agree to promptly notify us in writing and agree to cooperate in resolving any such issue. If you request that we correct any error on your behalf, we may attempt to do so; provided, however, that we are not obligated to make any requested corrections, nor are we liable for any claims or other consequences that may directly or indirectly result from our attempt to correct, or failure to correct, any such error.

44. Employment Decisions

·You acknowledge and agree that we exercise no control over any employment or human resource practices or actions you implement or execute using the Service, nor any of your decisions or actions with regard to employment, promotion, advancement, termination, notification, or compensation of any employee, contractor, or Authorized User of the Service. Further, you acknowledge and agree that we do not have a direct relationship with your employees, contractors, or Authorized Users, and that as between you and us, you are solely responsible for all communication and data collection with and from your employees, contractors, and Authorized Users.

·In addition to the foregoing, you acknowledge, understand, and agree that at all times during the Term with regard to any employment offers or total rewards summaries you provide to any candidates, employees, contractors, or other Authorized Users, you are solely responsible for ensuring that the appropriate and necessary information and terms for each such employment offer and total rewards summary you provide are complete and accurate. If applicable with respect to the product you use, any total rewards summaries provided in the Service are solely a hypothetical example, are not promises of any compensation or type of compensation and are subject to change. Any such total rewards summaries and information provided in association therewith are intended for general informational purposes only and are not to be construed as legal, financial, or tax advice. At all times during the Term, you are responsible for fulfilling any offers of employment, compensation, or rewards that you make to your employees, contractors, applicants, or other Authorized Users. WE MAKE NO REPRESENTATIONS OR WARRANTIES AND TAKE NO RESPONSIBILITY FOR ANY EMPLOYMENT OFFERS OR TOTAL REWARDS SUMMARIES (OR ANY INFORMATION SUBMITTED BY YOU IN CONNECTION THEREWITH) THAT ARE CREATED, VIEWED, REJECTED OR ACCEPTED IN THE SERVICE.

55. Warranty Disclaimer

·EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN THE TERMS, THE SERVICE, SOFTWARE, AND ALL COMPANY PROPERTIES ARE PROVIDED "AS IS," AND NEITHER PARTY MAKES AND WE SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE SERVICE, SOFTWARE, OR COMPANY PROPERTIES WILL BE ERROR-FREE OR UNINTERRUPTED. YOU AGREE THAT WE ARE NOT LIABLE FOR ANY ERRORS OR INACCURACIES IN DATA OR CUSTOMER CONTENT PROVIDED BY YOU OR ANY OF YOUR AUTHORIZED USERS IN CONNECTION WITH YOUR USE OF THE SERVICE OR SOFTWARE, INCLUDING ANY REPORTS, ANALYSIS, OR ANY OTHER OUTPUTS PRODUCED OR DERIVED THEREFROM. YOU UNDERSTAND AND AGREE THAT WE ARE NOT RENDERING ANY LEGAL, TAX, BENEFIT, ACCOUNTING, OR INVESTMENT ADVICE IN CONNECTION WITH PROVIDING THE SERVICE AND SOFTWARE AND WE WILL NOT BE DEEMED TO BE A FIDUCIARY OR THE EMPLOYER OR JOINT EMPLOYER OF YOUR AUTHORIZED USERS, EMPLOYEES, OR CONTRACTORS FOR ANY PURPOSE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND SERVICE ARE NOT INTENDED FOR THE USE, STORAGE, COLLECTION, OR MAINTENANCE OF PROTECTED HEALTH INFORMATION ("PHI") AS DEFINED BY THE HEALTH INSURANCE PORTABILITY AND AFFORDABILITY ACT ("HIPAA"), THAT WE ARE NOT A COVERED ENTITY OR BUSINESS ASSOCIATE AS DEFINED UNDER HIPAA, AND THAT THE CUSTOMER CONTENT WILL BE FREE OF ANY PHI AND YOU WILL NOT UPLOAD OR STORE PHI IN THE SOFTWARE OR SERVICE. FOR THE AVOIDANCE OF DOUBT, WE DO NOT PROVIDE CUSTOMERS WITH AND WILL NOT PROVIDE YOU WITH LEGAL ADVICE REGARDING COMPLIANCE, DATA PRIVACY, OR ANY OTHER APPLICABLE LAWS OR REGULATIONS, AND ANY STATEMENTS MADE BY US IN RELATION TO YOUR USE OF THE SOFTWARE OR SERVICE DOES NOT AND WILL NOT CONSTITUTE LEGAL ADVICE. ACCORDINGLY, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS ARISING FROM ANY ADVICE PROVIDED BY US IN CONNECTION WITH THE SERVICES. IMPLEMENTATION AND ADVISORY SERVICES ARE PROVIDED AT YOUR OWN RISK. FURTHER, ANY CONFLICTING TERM HEREIN NOTWITHSTANDING, WHERE APPLICABLE, COMPLIMENTARY SERVICES ARE ACCEPTED BY CUSTOMER AS-IS AND ARE NOT SUBJECT TO ANY SERVICE LEVEL AGREEMENT OR PRODUCT PERFORMANCE WARRANTIES.

66. Indemnification

·a. Notwithstanding any indemnification obligations set forth in the Terms, and specifically with regard to Lattice HRIS, we will defend, indemnify, and hold harmless you and your officers, directors, employees and agents from and against all claims, damages, losses and external expenses (including reasonable attorneys' fees), except where caused in whole or in part by your use of the Service in violation of this HRIS Addendum or the Terms, arising out of any claim by any third party to the extent such claim alleges that Lattice HRIS (as made available to you for use in accordance with this HRIS Addendum and where applicable the Terms) infringes or misappropriates any such third party's intellectual property rights, under the Uniform Trade Secrets Act, U.S. patent, copyright, trademark or other applicable intellectual property law. Notwithstanding the foregoing, we will have no obligation under this paragraph and will not otherwise be liable to the extent the claim is based on: (i) use of Lattice HRIS in combination with any hardware, software, data, content, or other component not provided by us; (ii) Customer Content; or (iii) use of Lattice HRIS other than in accordance with this HRIS Addendum, the Terms, and the Documentation.

·b. You will defend, indemnify and hold harmless us and our officers, directors, employees and agents from and against all claims, damages, losses and external expenses (including reasonable attorneys' fees) arising out of any claim by any third party to the extent such claim is based on or related to: your use of the Service in violation of this HRIS Addendum or the Terms, or other than in accordance with any advice, training, materials or resources, or implementation services provided by us in connection with the Service; your Customer Content; any employment decision, action, or inaction you take arising from or related to information available through, or your use of, the Service, or arising from or related to the inaccuracy or incompleteness of any information you make available to your employees, contractors, candidates, or Authorized Users by or through the Service; or your actual or alleged violation of applicable law or the rights of any third party, including without limitation any applicable privacy right or any right provided by an applicable labor or employment law or regulation.

77. Limitation of Liability

·WITHOUT LIMITING THE GENERALITY OF THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH IN THE TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, USE OR PROFIT, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THE SERVICE OR THIS HRIS ADDENDUM, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

·EACH PARTY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO LATTICE HRIS OR THIS HRIS ADDENDUM WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY. REGULATIONS AND JUDICIAL PRECEDENT IN CERTAIN STATES LIMIT THE MAXIMUM AMOUNT THAT DAMAGES CAN BE LIMITED BY OPERATION OF CONTRACT. IF UNDER SUCH CIRCUMSTANCES, THE FOREGOING LIMITATION OF LIABILITY IS DEEMED INEFFECTIVE AS A MATTER OF LAW, IT SHOULD INSTEAD BE CONSTRUED TO LIMIT LIABILITY TO THE MINIMUM AMOUNT THAT WOULD BE CONSISTENT WITH SUCH LAWS OR PRECEDENT WHILE STILL GIVING EFFECT TO THE INTENTION OF THIS CLAUSE. EACH PARTY ACKNOWLEDGES THAT IT HAS ENTERED INTO THIS HRIS ADDENDUM IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

88. Entire Agreement; Modification; Conflicts; Survival

·By signing this HRIS Addendum or an applicable Order Form to which it is attached, you agree to be bound and abide by the terms of this HRIS Addendum, which together with and forming a part of the Terms, constitutes the entire agreement of the parties relating to Lattice HRIS, and supersedes all prior or contemporaneous communications, understandings, and agreements, oral or written, relating to the same. No modification, amendment, or waiver of any provision of this HRIS Addendum will be effective unless contained in a writing signed by both parties that specifically purports to amend this HRIS Addendum, or as applicable, the Terms. To the extent of any conflict or inconsistency between this HRIS Addendum and Terms, or any Order Form, or other prior written agreement between the parties solely relating to Lattice HRIS, the provisions of this HRIS Addendum will prevail.

·BY THE WRITTEN AGREEMENT OF ITS AUTHORIZED REPRESENTATIVE ON AN APPLICABLE ORDER FORM OR SIMILAR WRITING ON WHICH THIS HRIS ADDENDUM IS REFERENCED, each Party does hereby agree to the terms of this HRIS Addendum as set forth herein.

·Lattice HRIS Implementation Services Statement of Work - Quick Start

·Version Version 1.1 (Current) Version 1.0

·Effective December 18th 2024

·Download

·Table of Contents

·HRIS IMPLEMENTATION SERVICES STATEMENT OF WORK

·This HRIS Implementation Statement of Work ("SOW") details the scope of implementation services Lattice will provide in relation to Lattice HRIS (henceforth the "HRIS Implementation Services"). This SOW is made a part of any applicable Order Form, and is hereby incorporated into the HRIS Addendum and Terms of Service between Lattice and Customer (the "Terms"). Any capitalized terms used herein but not otherwise defined will have their meaning set forth in the Terms.

11. Services

1.11.1 Services to Client:

·Lattice will provide the HRIS Implementation Services in accordance with the plan described in Table A. The plan identifies key milestones and activities to be performed and the party responsible for such activity, with additional details in section 2 (Lattice Commitments) and section 3 (Customer Commitments). The HRIS Implementation Services will consist of recurring one-hour implementation meetings led by a Lattice Implementation Manager, product training materials, and the included Deliverables. Product training materials consist of training videos and data migration templates. Subject to the Customer making available all required information and personnel in a timely manner, HRIS Implementation Services will be provided over a six-week period (the "SOW Term").

·Table A: HRIS Implementation Plan:

Topic \| Quick Start Service Offering Description Timeline \| 6 Weeks 6 Meetings
Kickoff & Discovery Meeting	1 Combined Kickoff and Discovery Call (1 Hour)
Product Training	Three 1-Hour Q&A Product Setup Review calls 1-Hour Fields & Data Overview (4 Hours)
Data Upload Deliverables	Active Employee Data Terminated Employee Data Compensation DataBase Pay & Bonus Payouts Only Historical Compensation DataBase Pay Only Future Time Off Requests Time Off BalancesCurrent Year Only
Out-Of-Scope for Data Upload	Historic Time Off Requests Other Historical Employee Data Historical Documents
Client Surveys	Customer Experience Survey Product Feedback Survey

·Deliverables will be produced in accordance with the HRIS Implementation Plan above. Following the graduation call, the Services will be deemed accepted unless, within a period of five (5) calendar days, the Customer provides Lattice with written notification of any material deficiencies.

22. Lattice Commitments

2.12.1 Lattice Commitments:

·Customer will be closely supported by a Lattice HRIS Implementation Manager. The Implementation Manager will be available as a product education and troubleshooting resource, will track progress towards milestones and action items, and will assist with data import into Lattice HRIS in accordance with Table A above. The HRIS Implementation Manager will collect feedback and track key milestones and tasks throughout the implementation to ensure timely launch of Lattice HRIS. The HRIS Implementation Manager will not be responsible for Customer data extraction or Customer data cleanup, for creating Customer policies, or for completing Customer-specific system configuration.2.2

2.22.2 Implementation Manager Communication:

·Implementation Managers will try to accommodate all meeting requests, with preferred hours from 9:00am to 5:00pm in their stated time zones.
·Implementation Managers are expected to respond to customer emails within 48 hours, Monday-Friday. If a customer requires Immediate help or escalation, they should contact Lattice Customer Care through in-app chat or email (customercare@lattice.com).

2.32.3 Lattice Customer Care Communication:

·Chat and email support Monday through Friday starting at 9am GMT and ending at 5pm Pacific Time.
·Customers may sign up for admin office hours to ask questions live with a product specialist.
·Invitation to monthly product and best practices webinars.
·Self-service resources including our Help Center and Lattice University video tutorials.

33. Customer Commitments

3.13.1 Customer Commitments:

·As part of the implementation partnership, Customer will complete training and configuration tasks in preparation for the weekly implementation meetings. Customer will be responsible for collecting, formatting, and approving all Customer data to be imported into Lattice HRIS. Lattice will provide data import templates to the Customer. Customer will be responsible for configuring the policies, permissions, and workflows particular to its instance of Lattice HRIS. Customer may submit feedback related to Lattice HRIS throughout the implementation or during the final review. If applicable, Customer will also assign an IT/technical lead to configure integrations.

·Customer commits to responsive communication, ensuring that team members attend scheduled meetings and that Customer obligations are met in a timely manner. Lattice is not responsible for timeline or deliverable delays or inaccuracies caused by Customer.

44. Fees and Payments

4.14.1 Payment for Services:

·The fees for HRIS Implementation Services will be as set forth in the applicable Order Form. Unless otherwise expressly stated in each respective SOW, Customer will be invoiced for HRIS Implementation Services upfront, on the Order Form Start Date. Fees are due in accordance with the Terms.

55. License Grant and Use Restrictions

5.15.1 No Works for Hire:

·The HRIS Implementation Services provided to Customer will not constitute works for hire and Lattice reserves and retains the right, title, and interest, including without limitation, all patents, copyrights, and trade secrets, and all other intellectual property rights and right in connection therewith will be the sole property of and remain the sole property of and remain with Lattice.

5.25.2 License Grant:

·Subject to the provisions of the Terms and this SOW and Customer's full and final payment of all fees, Lattice hereby grants to Customer a limited non-exclusive, non-sublicensable, revocable, non-transferable license to use, copy, distribute, and display training materials related to Lattice HRIS ("Materials") for Customer's internal business operations only, (the "License") provided that all Materials containing Lattice's logo, trademarks, or other proprietary markings and notices contained in such Materials continue to contain such logos, and trademarks as originally provided to Customer.

5.35.3. Restrictions:

·Customer may not use the Materials in any manner or for any purpose other than as expressly permitted by this SOW. Customer will not, except as explicitly permitted in the SOW: (a) sublicense or distribute the Materials or any portion of the Materials to third parties; or (b) alter, create derivative works of or otherwise modify the Materials provided by Lattice.

5.45.4 License to Use Feedback:

·Customer grants Lattice a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Lattice HRIS any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Customer's Authorized Users relating to the operation of Lattice HRIS.

·Effective December 18th 2024 to December 18th 2024

·Download

·Table of Contents

·HRIS IMPLEMENTATION SERVICES STATEMENT OF WORK

11. Services

1.11.1 Services to Client:

·Table A: HRIS Implementation Plan:

Topic \| Quick Start Service Offering Description Timeline \| 6 Weeks 6 Meetings
Kickoff & Discovery Meeting	1 Combined Kickoff and Discovery Call (1 Hour)
Product Training	Three 1-Hour Q&A Product Setup Review calls 1-Hour Fields & Data Overview (4 Hours)
Data Upload Deliverables	Active Employee Data Terminated Employee Data Compensation DataBase Pay & Bonus Payouts Only Historical Compensation DataBase Pay Only Future Time Off Requests Time Off BalancesCurrent Year Only
Out-Of-Scope for Data Upload	Historic Time Off Requests Other Historical Employee Data Historical Documents
Client Surveys	Customer Experience Survey Product Feedback Survey

22. Lattice Commitments

2.12.1 Lattice Commitments:

2.22.2 Implementation Manager Communication:

·Implementation Managers will try to accommodate all meeting requests, with preferred hours from 9:00am to 5:00pm in their stated time zones.
·Implementation Managers are expected to respond to customer emails within 48 hours, Monday-Friday. If a customer requires Immediate help or escalation, they should contact Lattice Customer Care through in-app chat or email (customercare@lattice.com).

2.32.3 Lattice Customer Care Communication:

·Chat and email support Monday through Friday starting at 9am GMT and ending at 5pm Pacific Time.
·Customers may sign up for admin office hours to ask questions live with a product specialist.
·Invitation to monthly product and best practices webinars.
·Self-service resources including our Help Center and Lattice University video tutorials.

33. Customer Commitments

3.13.1 Customer Commitments:

44. Fees and Payments

4.14.1 Payment for Services:

55. License Grant and Use Restrictions

5.15.1 No Works for Hire:

5.25.2 License Grant:

5.35.3. Restrictions:

5.45.4 License to Use Feedback:

·Lattice HRIS Implementation Services Statement of Work - Standard

·Version Version 2.0 (Current) Version 1.0

·Effective December 18th 2024

·Download

·Table of Contents

·HRIS IMPLEMENTATION SERVICES STATEMENT OF WORK

·This HRIS Implementation Statement of Work ("SOW") details the scope of implementation services Lattice shall provide in relation to Lattice HRIS (henceforth the "HRIS Implementation Services"). This SOW is made a part of any applicable Order Form, and is hereby incorporated into the HRIS Addendum and Terms of Service between Lattice and Customer (the "Terms"). Any capitalized terms used herein but not otherwise defined will have their meaning set forth in the Terms.

11. Services

1.11.1 Services to Client:

·Lattice shall provide the HRIS Implementation Services in accordance with the plan described in Table A. The plan identifies key milestones and activities to be performed and the party responsible for such activity, with additional details in section 2 (Lattice Commitments) and section 3 (Customer Commitments). The HRIS Implementation Services will consist of recurring one-hour implementation meetings led by a Lattice Implementation Manager, product training materials, and the included Deliverables. Product training materials consist of training videos and data migration templates. Subject to the Customer making available all required information and personnel in a timely manner, HRIS Implementation Services shall be provided over an eight-week period (the "SOW Term").

·Table A: HRIS Implementation Plan:

Topic \| Standard Service Offering Description Timeline \| 8 Weeks 9 Meetings
Kickoff & Discovery Meeting	Two In-depth Kickoff & Discovery Calls (2 Hours)
Product Training	In-Depth Product Training Meetings for All HRIS Products. 1-Hour Trainings:Fields & Data Overview Time Off & Integrations Custom Reports & Documents Workflows Onboarding System Overview + Company Launch (6 Hours)
Data Upload Deliverables	Active Employee Data Terminated Employee Data Compensation DataBase Pay, Variable Pay, Bonus Payout, & Bonus Plan Historical Data Uploads:Job Title Manager Compensation Employment Type Rehires Departments Future Time Off Requests Time Off BalancesCurrent Year Only Historical DocumentsDocument naming and formatting to be owned by client
Out-Of-Scope for Data Upload	Historic Time Off Requests
Client Surveys	Customer Experience Survey Product Feedback Survey

22. Lattice Commitments

2.12.1 Lattice Commitments:

·Customer will be closely supported by a Lattice HRIS Implementation Manager. The Implementation Manager will be available as a product education and troubleshooting resource, will track progress towards milestones and action items, and will assist with data import into Lattice HRIS in accordance with Table A above. The HRIS Implementation Manager shall collect feedback and track key milestones and tasks throughout the implementation to ensure timely launch of Lattice HRIS. The HRIS Implementation Manager will not be responsible for Customer data extraction or Customer data cleanup, for creating Customer policies, or for completing Customer-specific system configuration.

2.22.2 Implementation Manager Communication:

·Implementation Managers will try to accommodate all meeting requests, with preferred hours from 9:00am to 5:00pm in their stated time zones.
·Implementation Managers are expected to respond to customer emails within 48 hours, Monday-Friday. If a customer requires Immediate help or escalation, they should contact Lattice Customer Care through in-app chat or email (customercare@lattice.com).

2.32.3 Lattice Customer Care Communication:

·Chat and email support Monday through Friday starting at 9am GMT and ending at 5pm Pacific Time
·Customers may sign up for admin office hours to ask questions live with a product specialist
·Invitation to monthly product and best practices webinars
·Self-service resources including our Help Center and Lattice University video tutorials

33. Customer Commitments

3.13.1 Customer Commitments:

·As part of the implementation partnership, Customer will complete training and configuration tasks in preparation for the weekly implementation meetings. Customer will be responsible for collecting, formatting, and approving all Customer data to be imported into Lattice HRIS. Lattice shall provide data import templates to the Customer. Customer shall be responsible for configuring the policies, permissions, and workflows particular to its instance of Lattice HRIS. Customer may submit feedback related to Lattice HRIS throughout the implementation or during the final review. If applicable, Customer will also assign an IT/technical lead to configure integrations.

44. Fees and Payments

4.14.1 Payment for Services:

·The fees for HRIS Implementation Services will be as set forth in the applicable Order Form. Unless otherwise expressly stated in each respective SOW, Customer shall be invoiced for HRIS Implementation Services upfront, on the Order Form Start Date. Fees are due in accordance with the Terms.

55. License Grant and Use Restrictions

5.15.1 No Works for Hire:

·The HRIS Implementation Services provided to Customer shall not constitute works for hire and Lattice reserves and retains the right, title, and interest, including without limitation, all patents, copyrights, and trade secrets, and all other intellectual property rights and right in connection therewith shall be the sole property of and remain the sole property of and remain with Lattice.

5.25.2 License Grant:

5.35.3. Restrictions:

·Customer may not use the Materials in any manner or for any purpose other than as expressly permitted by this SOW. Customer shall not, except as explicitly permitted in the SOW: (a) sublicense or distribute the Materials or any portion of the Materials to third parties; or (b) alter, create derivative works of or otherwise modify the Materials provided by Lattice.

5.45.4 License to Use Feedback:

·Effective December 18th 2024 to December 18th 2024

·Download

·Table of Contents

·HRIS IMPLEMENTATION SERVICES STATEMENT OF WORK

11. Services

1.11.1 Services to Client:

·Table A: HRIS Implementation Plan:

Topic \| Quick Start Service Offering Description Timeline \| 8 Weeks 9 Meetings
Kickoff & Discovery Meeting	Two In-depth Kickoff & Discovery Calls (2 Hours)
Product Training	In-Depth Product Training Meetings for All HRIS Products. 1-Hour Trainings:Fields & Data Overview Time Off & Integrations Custom Reports & Documents Workflows Onboarding System Overview + Company Launch (6 Hours)
Data Upload Deliverables	Active Employee Data Terminated Employee Data Compensation DataBase Pay, Variable Pay, Bonus Payout, & Bonus Plan Historical Data Uploads:Job Title Manager Compensation Employment Type Rehires Departments Future Time Off Requests Time Off BalancesCurrent Year Only Historical DocumentsDocument naming and formatting to be owned by client
Out-Of-Scope for Data Upload	Historic Time Off Requests
Client Surveys	Customer Experience Survey Product Feedback Survey

22. Lattice Commitments

2.12.1 Lattice Commitments:

·Customer will be closely supported by a Lattice HRIS Implementation Manager. The Implementation Manager will be available as a product education and troubleshooting resource, will track progress towards milestones and action items, and will assist with data import into Lattice HRIS in accordance with Table A above. The HRIS Implementation Manager shall collect feedback and track key milestones and tasks throughout the implementation to ensure timely launch of Lattice HRIS. The HRIS Implementation Manager will not be responsible for Customer data extraction or Customer data cleanup, for creating Customer policies, or for completing Customer-specific system configuration.

2.22.2 Implementation Manager Communication:

·Implementation Managers will try to accommodate all meeting requests, with preferred hours from 9:00am to 5:00pm in their stated time zones.
·Implementation Managers are expected to respond to customer emails within 48 hours, Monday-Friday. If a customer requires Immediate help or escalation, they should contact Lattice Customer Care through in-app chat or email (customercare@lattice.com).

2.32.3 Lattice Customer Care Communication:

·Chat and email support Monday through Friday starting at 9am GMT and ending at 5pm Pacific Time
·Customers may sign up for admin office hours to ask questions live with a product specialist
·Invitation to monthly product and best practices webinars
·Self-service resources including our Help Center and Lattice University video tutorials

33. Customer Commitments

3.13.1 Customer Commitments:

·As part of the implementation partnership, Customer will complete training and configuration tasks in preparation for the weekly implementation meetings. Customer will be responsible for collecting, formatting, and approving all Customer data to be imported into Lattice HRIS. Lattice shall provide data import templates to the Customer. Customer shall be responsible for configuring the policies, permissions, and workflows particular to its instance of Lattice HRIS. Customer may submit feedback related to Lattice HRIS throughout the implementation or during the final review. If applicable, Customer will also assign an IT/technical lead to configure integrations.

44. Fees and Payments

4.14.1 Payment for Services:

55. License Grant and Use Restrictions

5.15.1 No Works for Hire:

5.25.2 License Grant:

5.35.3. Restrictions:

5.45.4 License to Use Feedback:

·Lattice Beta Terms

·Version Version 2.0 (Current) Version 1.0

·Effective September 8th 2026

·Download

·Table of Contents

·Lattice Beta Terms

·Last Updated: September 4, 2026

11. Eligibility and Participation. By using a Lattice Beta Service (as defined below), you, including the entity or company you represent (hereinafter "you"), hereby agree to comply with all written requirements provided in these Lattice Beta Terms ("Beta Terms") regarding such Beta Service. You also agree to use the Beta Service in accordance with the "Customer Responsibilities" set forth in the Lattice Terms of Service located at https://lattice.com/trust/terms-of-service (the "Terms of Service") for the duration of these Beta Terms. In the event you use another Service (as defined in the Terms of Service) other than the Beta Service, the Terms of Service agreed to between you and Lattice will apply to your use of that Service.

·In addition to the foregoing, you represent and warrant that you are authorized and, if applicable, have obtained any necessary consent to disclose your confidential information, including any personal data, to Lattice for the purpose of accessing and using the Beta Service, and that any such disclosure by, as well as any processing instruction by you to Lattice with regard to any confidential information or personal data disclosed to Lattice, will not violate any third party right or applicable law.

22. Acknowledgment of Beta Service. "Beta Service" means a Service, or a feature of the Service (as defined in the Terms of Service), that is designated or presented to you as alpha, beta, experimental, pilot, limited release, in development, developer preview, early access, non-production, evaluation, or such that it is provided prior to general commercial release (and can have the designation "Beta"), including all content therein with the exception of "Customer Content" (as defined in the Terms of Service). By accepting these Beta Terms or using the Beta Service, you understand and acknowledge that the Beta Service is being provided on an "as-is" or "as available" basis. Accordingly, you acknowledge and agree that: (a) the Beta Service is not an official product and has not been commercially released for sale by Lattice (and may not be); (b) the Beta Service may not operate properly, be in final form or fully functional; (c) the Beta Service may contain errors, design flaws, or other problems; (d) it may not be possible to make the Beta Service fully functional; (e) the information obtained using the Beta Service may not be accurate and may not accurately correspond to information extracted from any database or other source; (f) use of the Beta Service may result in unexpected outcomes, loss of data or communications, project delays, or other unpredictable damage or loss; (g) Lattice is under no obligation to release a commercial version of the Beta Service; and (h) Lattice has the right unilaterally to abandon development of the Beta Service, at any time and without any obligation or liability to you. You acknowledge and agree that you should not rely on the Beta Service for any reason. You are solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored, or otherwise processed by the Beta Service. You will be responsible for all costs and expenses required to back up and restore any data or information that is lost or corrupted as a result of your use of the Beta Service. Accordingly, no warranty or representation is made by either party hereto that any information disclosed by it hereunder is true and correct, or patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. Further, you acknowledge and agree that the Beta Service may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, OR DATA. In addition, Lattice is not obligated to provide any maintenance, technical, or other support for the Beta Service. Upon conclusion of the beta testing phase, the Beta Service may be offered or otherwise made available to you as part of the paid Services subscribed to by you. Neither complimentary services nor any Beta Service is subject to auto-renewal absent a paid subscription unless otherwise agreed to in writing by Lattice.

33. Feedback. The Beta Service is made available to you for the purposes of evaluation and feedback ("Feedback"). As a condition of your access to and use of the Beta Service, you will provide reasonable feedback to Lattice concerning the features and functionality of the Beta Service. You acknowledge that Lattice owns all feedback provided, and you hereby grant to Lattice a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any Lattice products or services at any time at Lattice's sole discretion. If Lattice chooses to publish such feedback, Lattice will either do so in a way that does not identify you or seek your consent in the event Lattice wishes to identify you. Lattice may also monitor how you use the Beta Service and use that information to improve the Beta Service or Lattice's other products and services.

44. Confidentiality. You acknowledge that the Beta Service contains confidential information and trade secrets of Lattice and its licensors or suppliers, and accordingly you agree that you will not use the Beta Service for any purpose other than your internal evaluation and the provision of feedback to Lattice, and that you will not disclose to any third party, without the prior written approval of Lattice, the Beta Service, its features, feedback (as defined in Section 3), related technical information, or any other information, including without limitation business, technical, financial, and marketing information, that is in written, oral, or any other form, that Lattice designates as being confidential or that, under the circumstances surrounding disclosure, should be clear that it is confidential, or the results of any performance or functional evaluation or test of the Beta Service ("Confidential Information"). You agree to use the same degree of care as you use to protect your own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination, or publication of Confidential Information. For the avoidance of doubt, except with the prior written consent of Lattice, you will not (i) disclose such Confidential Information to any other person or entity or (ii) use such Confidential Information for any purpose other than as permitted hereunder. Confidential Information may be disclosed only to your employees or consultants or any parent or subsidiary of yours who have a bona fide need to know such information for purposes consistent with these Beta Terms, provided that such persons are made aware of these Beta Terms and either (i) agree to observe and abide by these Beta Terms or (ii) are bound by obligations of confidentiality to you of at least as high a standard as those imposed hereunder. You agree to immediately report any violation of this provision to Lattice and you will employ all reasonable means to mitigate any damages or losses that Lattice may incur as a result of any such violation. Your rights in the Beta Service will be limited to those expressly granted herein.

55. Intellectual Property. As between you and us, the Beta Service, any and all modifications, enhancements, upgrades, and updates thereto, and all copyrights, trademarks, service marks, trade secrets, patents, and other intellectual property rights therein (registered or unregistered), are the exclusive property of Lattice and its suppliers. You understand that nothing contained herein will be construed as a grant, express or implied or by estoppel, of a transfer, assignment, license, or lease of any right, title, or interest in the Beta Service or any such information or Confidential Information. All rights in and to the Beta Service not expressly granted to you in these Beta Terms are reserved by Lattice and its suppliers. For the avoidance of doubt, these Beta Terms do not grant you any right to copy, transmit, transfer, modify, or create derivative works of the Beta Service, or to reverse engineer, reverse compile, reverse assemble, or otherwise determine or derive source code of the Beta Service, or any other right in or to the Beta Service not specifically set forth herein.

66. Modification and Termination. Lattice reserves the right to modify or terminate these Beta Terms, or limit, deny, or terminate your use of or access to the Beta Service, at any time, in Lattice's sole discretion, for any reason, with or without notice and without liability to you. You understand and agree that if you use the Beta Service after the date on which these Beta Terms have changed, your continued access to and use of the Beta Service will constitute your acceptance of the updated Beta Terms. These terms will remain in effect for as long as you use the Beta Service or until terminated by you or Lattice, or otherwise until general release (General Availability or "GA") of the Beta Service to the public. These Terms will automatically terminate upon any breach by you of any of your obligations hereunder, including breach of confidentiality obligations. Your breach of any of your obligations under the Terms of Service may also result in your immediate termination of use and access to the Beta Service.

77. Disclaimer of Warranties. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE BETA SERVICE IS PROVIDED BY LATTICE ON AN "AS IS" BASIS AND AS AVAILABLE, AND YOUR ACCESS TO, PARTICIPATION IN, AND/OR USE OF THE LATTICE BETA PROGRAM OR BETA SERVICE IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LATTICE EXPRESSLY DISCLAIMS ALL WARRANTIES; YOU RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT INCLUDING NON- INFRINGEMENT OF ANY THIRD-PARTY RIGHTS. LATTICE MAKES NO WARRANTY THAT ANY BETA SERVICE WILL MEET YOUR REQUIREMENTS AND/OR THAT THE BETA SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; NOR DOES LATTICE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BETA SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE BETA SERVICE. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LATTICE OR THROUGH THE BETA SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. LATTICE RETAINS ITS RIGHT TO REVOKE YOUR ACCESS TO THE BETA SERVICE AT ANY TIME.

88. Return of Confidential Information. Upon the completion or termination of these Beta Terms, or at any time within fourteen (14) days of receipt of a written request from Lattice, you shall (i) promptly return to Lattice all Confidential Information disclosed in tangible form and copies thereof and (ii) promptly destroy any copies of such Confidential Information and upon Lattice's request certify such destruction to Lattice.

99. Equitable Relief. You acknowledge and agree that the covenants set forth in these Beta Terms are reasonable and necessary for the protection of Lattice's business interests and that irreparable injury may result if they are breached. You further agree that in the event of any actual or potential breach of any such covenant, Lattice may have no adequate remedy at law and will be entitled to seek immediate temporary injunctive relief. Nothing herein shall be construed as prohibiting Lattice from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

1010. Limitation of Liability and Indemnification. LATTICE'S MAXIMUM AGGREGATE LIABILITY ARISING FROM YOUR USE OF THE BETA SERVICE (INCLUDING ANY LIABILITY ARISING FROM A THIRD PARTY), WILL BE LIMITED TO $100.00. NEITHER PARTY WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES TO YOUR PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE USE OR MISUSE OF THE BETA SERVICE. REGULATIONS AND JUDICIAL PRECEDENT IN CERTAIN STATES LIMIT THE MAXIMUM AMOUNT THAT DAMAGES CAN BE LIMITED BY OPERATION OF CONTRACT. IF UNDER SUCH CIRCUMSTANCES, THE FOREGOING LIMITATION OF LIABILITY IS DEEMED INEFFECTIVE AS A MATTER OF LAW, IT SHOULD INSTEAD BE CONSTRUED TO LIMIT LIABILITY TO THE MINIMUM AMOUNT THAT WOULD BE CONSISTENT WITH SUCH LAWS OR PRECEDENT WHILE STILL GIVING EFFECT TO THE INTENTION OF THIS CLAUSE. In addition to the foregoing, you agree to hold harmless and indemnify Lattice, its affiliates and subsidiaries, officers, directors, agents, and employees from and against any third-party claim arising from or in any way related to (i) your breach of these Beta Terms, (ii) your use of the Beta Service, or (iii) your violation of applicable laws, rules, or regulations in connection with the Beta Services.

1111. General Compliance with Laws. You agree to comply with all applicable local, state, national, and foreign laws and regulations, including, without limitation, all applicable import and export laws and regulations governing use, transmission, and/or communication of content, in connection with your access to and/or use of the Beta Service.

1212. Miscellaneous. These Beta Terms do not represent or imply any agreement or commitment to enter into any further business relationship. Nor do they authorize a party to use the other party's name or trademarks. Neither party will be liable to the other for any of the costs associated with the other's efforts in connection with these Beta Terms. Neither these Beta Terms nor your access to or use of the Beta Services under these Beta Terms will be deemed or construed to create any partnership, joint venture or agency relationship between the parties. These Beta Terms are governed and construed in accordance with the internal laws of the State of California, without giving effect to its choice of law or conflicts of law principles. The parties consent to exclusive venue and jurisdiction for actions hereunder in state courts located in the City and County of San Francisco, California and federal courts located in the Northern District of California. These Beta Terms will be binding upon the successors and/or assigns of the parties.

·Effective February 28th 2025 to September 8th 2026

·Download

·Table of Contents

11. Eligibility and Participation. By using a Lattice Beta Service (as defined below), you, including the entity or company you represent (hereinafter "you"), hereby agree to comply with all written requirements provided in these Lattice Beta Terms ("Beta Terms") regarding such Beta Service. You also agree to use the Beta Service in accordance with the "Customer Responsibilities" set forth in the Lattice Terms of Service located at https://lattice.com/privacy/terms-of-service (the "Terms of Service") for the duration of these Beta Terms. In the event you use any other Service (as defined in the Terms of Service) other than the Beta Service, the Terms of Service you have agreed to with Lattice apply with regard to your use of such Service.

·In addition to the foregoing, you represent and warrant that you are authorized, and if applicable have obtained any necessary consent, to disclose your confidential information, including any personal data, to Lattice for the purpose of accessing and using the Beta Service, and that any such disclosure by, as well as any processing instruction by you to Lattice with regard to any confidential information or personal data disclosed to Lattice, will not violate any third party right or applicable law.

22. Acknowledgement of Beta Service. "Beta Service" means a Service, or a feature of the Service (as defined in the Terms of Service), that is designated or presented to the you as alpha, beta, experimental, pilot, limited release, in development, developer preview, early access, non-production, evaluation, or such that it is provided prior to general commercial release (and can have the designation "Beta"), including all content therein with the exception of "Customer Content" (as defined in the Terms of Service). By accepting these Beta Terms or using the Beta Service, you understand and acknowledge that the Beta Service is being provided on an "as-is" or "as available" basis. Accordingly, you acknowledge and agree that: (a) the Beta Service is not an official product and has not been commercially released for sale by Lattice (and may not be); (b) the Beta Service may not operate properly, be in final form or fully functional; (c) the Beta Service may contain errors, design flaws or other problems; (d) it may not be possible to make the Beta Service fully functional; (e) the information obtained using the Beta Service may not be accurate and may not accurately correspond to information extracted from any database or other source; (f) use of the Beta Service may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Lattice is under no obligation to release a commercial version of the Beta Service; and (h) Lattice has the right unilaterally to abandon development of the Beta Service, at any time and without any obligation or liability to you. You acknowledge and agree that it should not rely on the Beta Service for any reason. You are solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored, or otherwise processed by the Beta Service. you will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of your use of the Beta Service. Accordingly, no warranty or representation is made by either party hereto that any information disclosed by it hereunder is true and correct, patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. Further, you acknowledge and agree that the Beta Service may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, Lattice is not obligated to provide any maintenance, technical, or other support for the Beta Service. Upon conclusion of the beta testing phase, the Beta Service may be offered or otherwise made available to you as part of the paid Services subscribed to by you. Neither complimentary services nor any Beta Service is subject to autorenewal absent a paid subscription unless otherwise agreed to in writing by Lattice.

33. Feedback. The Beta Service is made available to you for the purposes of evaluation and feedback ("Feedback"). As a condition of your access to and use of the Beta Service, you will provide reasonable feedback to Lattice concerning the features and functionality of the Beta Service. You acknowledge that Lattice owns all feedback provided, and you hereby grant to Lattice a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any Lattice products or services at any time at Lattice's sole discretion. If Lattice chooses to publish such feedback, Lattice will either do so in a way that does not identify you or seek your consent in the event Lattice does wish to identify you. Lattice may also monitor how you use the Beta Service and use that information to improve the Beta Service or Lattice's other products and services.

44. Confidentiality. You acknowledge that the Beta Service contains confidential information and trade secrets of Lattice and its licensors or suppliers, and accordingly you agree that you will not use the Beta Service for any purpose other than your internal evaluation and the provision of feedback to Lattice, and that you will not disclose to any third party without the prior written approval of Lattice, the Beta Service, its features, feedback (as defined in Section 3), related technical information, or any other information, including, without limitation, business, technical, financial and marketing information, that is in written, oral or any other form, that Lattice designates as being confidential or that, under the circumstances surrounding disclosure, should be clear that it is confidential, or the results of any performance or functional evaluation or test of the Beta Service ("Confidential Information"). You agree to use the same degree of care as you use to protect your own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of Confidential Information. For the avoidance of doubt, except with the prior written consent of Lattice, you will not (i) disclose such Confidential Information to any other person or entity or (ii) use such Confidential Information for any purpose other than as permitted hereunder. Confidential Information may be disclosed only to your employees or consultants or any parent or subsidiary of yours who have a bona fide need to know such information for purposes consistent with these Beta Terms, and provided that such persons are made aware of these Beta Terms and either (i) agree to observe and abide by its terms or (ii) are bound by obligations of confidentiality to you of at least as high a standard as those imposed on hereunder. You agree to immediately report any violation of this provision to Lattice and you will employ all reasonable means to mitigate any damages or losses that Lattice may incur as a result of any such violation. Your rights in the Beta Service will be limited to those expressly granted herein.

55. Intellectual Property. As between you and us, the Beta Service, any and all modifications, enhancements, upgrades and updates thereto, and all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights therein (registered or unregistered), are the exclusive property of Lattice and its suppliers, and you understand that nothing contained herein will be construed as a grant, express or implied or by estoppel, of a transfer, assignment, license, lease of any right, title or interest in the Beta Service or any such information or Confidential Information. All rights in and to the Beta Service not expressly granted to you in these Beta Terms are reserved by Lattice and its suppliers. For the avoidance of doubt, these Beta Terms do not grant you any right to copy, transmit, transfer, modify or create derivative works of the Beta Service, or reverse engineer, reverse compile, reverse assemble, or otherwise determine or derive source code of the Beta Service, or any other right in or to the Beta Service not specifically set forth herein.

66. Modification and Termination. Lattice reserves the right to modify or terminate these Beta Terms, or limit, deny, or terminate your use of or access to the Beta Service, at any time, in Lattice's sole discretion, for any reason, with or without notice and without liability to you. You understand and agree that if you use the Beta Service after the date on which these Beta Terms have changed, your continued access to and use of the Beta Service will constitute your acceptance of the updated Beta Terms. These terms will remain in effect for as long as you use the Beta Service or until terminated by you or Lattice, or otherwise until general release (General Availability or "GA") of the Beta Service to the public. These Terms will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Terms of Service may also result in your immediate termination from use of and access to the Beta Service.

77. Disclaimer of Warranties. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE BETA SERVICE IS PROVIDED BY LATTICE ON AN "AS IS" BASIS AND AS AVAILABLE, AND YOUR ACCESS TO, PARTICIPATION AND/OR USE OF THE LATTICE BETA PROGRAM OR BETA SERVICE, IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LATTICE EXPRESSLY DISCLAIMS ALL AND YOU RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT INCLUDING NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS. LATTICE MAKES NO WARRANTY THAT ANY BETA SERVICE WILL MEET YOUR REQUIREMENTS AND/OR THAT THE BETA SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES LATTICE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BETA SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE BETA SERVICE. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LATTICE OR THROUGH THE BETA SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN AND LATTICE RETAINS ITS RIGHT TO REVOKE ACCESS TO THE BETA SERVICE AT ANY TIME.

1010. Limitation of Liability and Indemnification. LATTICE'S MAXIMUM AGGREGATE LIABILITY ARISING FROM YOUR USE OF THE BETA SERVICE (INCLUDING ANY LIABILITY ARISING FROM A THIRD-PARTY), WILL BE LIMITED TO $100.00. NEITHER PARTY WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES TO YOUR PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE USE OR MISUSE OF THE BETA SERVICE. REGULATIONS AND JUDICIAL PRECEDENT IN CERTAIN STATES LIMIT THE MAXIMUM AMOUNT THAT DAMAGES CAN BE LIMITED BY OPERATION OF CONTRACT. IF UNDER SUCH CIRCUMSTANCES, THE FOREGOING LIMITATION OF LIABILITY IS DEEMED INEFFECTIVE AS A MATTER OF LAW, IT SHOULD INSTEAD BE CONSTRUED TO LIMIT LIABILITY TO THE MINIMUM AMOUNT THAT WOULD BE CONSISTENT WITH SUCH LAWS OR PRECEDENT WHILE STILL GIVING EFFECT TO THE INTENTION OF THIS CLAUSE. in addition to the foregoing, you agree to hold harmless and indemnify Lattice, its affiliates and subsidiaries, officers, directors, agents, and employees from and against any third party claim arising from or in any way related to (i) your breach of these Beta Terms, (ii) your use of the Beta Service, or (iii) your violation of applicable laws, rules or regulations in connection with the Beta Services.

1111. General Compliance with Laws. You agree to comply with all applicable local, state, national, and foreign laws and regulations, including, but not limited to, all applicable import and export laws and regulations governing use, transmission and/or communication of content, in connection with their performance, participation, access and/or use of the Beta Service.

1212. Miscellaneous. These Beta Terms do not represent or imply any agreement or commitment to enter into any further business relationship. Nor do they create any agency or partnership relationship between the parties or authorize a party to use the other party's name or trademarks. Neither party will be liable to the other for any of the costs associated with the other's efforts in connection with these Beta Terms. Neither these Beta Terms nor your access to or use of the Beta Services under these terms will be deemed or construed to create any partnership, joint venture or agency relationship between the parties. These Beta Terms are governed and construed in accordance with the internal laws of the State of California, without giving effect to its choice of law or conflicts of law principles. The parties consent to exclusive venue and jurisdiction for actions hereunder in state courts located in San Francisco County, California and federal courts located in the Northern District of California. These Beta Terms will be binding upon the successors and/or assigns of the parties.

·Lattice API Terms of Use

·Version Version 2.0 (Current) Version 1.0

·Effective August 8th 2025

·Download

·Summary of changes

·modified the restriction on sharing API Keys with third parties - allowed under Lattice partnership terms only for specific reasons

·Table of Contents

·Degree, Inc., dba Lattice (hereinafter "Lattice") understands that every tech stack is different and designed to work for your business. Lattice's application programming interfaces ("Lattice API") expand integration opportunities for Lattice customers across their tech stack, enabling customers to maximize connectivity in ways that deliver the most value and providing developers a resource to integrate their software applications and programs with Lattice products for the benefit of our mutual customers. These Lattice API Terms of Use ("API Terms") describe how Lattice customers and developers may access and use the Lattice API as well as any documents or materials downloaded or provided in association therewith ("API Resources"). The Lattice API and API Resources may be referred to individually throughout these API Terms, or collectively as the Lattice API. Further, as used herein, the terms "we", "us", and "our(s)" are used to refer to Lattice, and the terms "you" and "your(s)" are used to refer to Licensee (as defined below).

·BY CLICKING "ACCEPT", "AGREE", OR ANY SIMILAR LANGUAGE OF ACCEPTANCE ASSOCIATED WITH THESE API TERMS, OR BY DOWNLOADING, ACCESSING, OR USING THE LATTICE API OR ANY API RESOURCES, YOU, ACTING ON BEHALF OF AND WITH THE AUTHORITY TO BIND THE ENTITY OR LATTICE THAT YOU REPRESENT (THE "LICENSEE"), ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE API TERMS. YOUR CONTINUED USE OF THE LATTICE API OR ANY API RESOURCES WILL ALSO CONSTITUTE YOUR ASSENT TO THESE API TERMS. FURTHER, LATTICE RESERVES THE RIGHT TO AMEND THESE API TERMS AT ANY TIME, IN ITS SOLE DISCRETION, AND YOUR CONTINUED USE OF THE LATTICE API OR ANY API RESPOURCES AFTER ANY SUCH AMENDMENT WILL CONSTITUTE YOUR ASSENT TO THESE API TERMS AS AMENDED. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE API TERMS DO NOT ACCESS OR USE THE LATTICE API OR API RESOURCES.

1Accessing the Lattice API; Limited License. The Lattice API may be configured by Lattice to support existing integrations. In some cases, Lattice may permit use of the Lattice API by providing you with a Lattice API "Key", which you can obtain through the process described by Lattice, as may be updated from time to time. Use of the Lattice API and API Keys is intended for the benefit of Licensees who are Lattice customers or developers, is expressly conditioned upon compliance with these API Terms, and at all times is subject to Lattice's approval, which we may grant or deny in our sole discretion. Upon granting such approval, we grant you a limited, revocable, non-exclusive, non-assignable, non-transferable license under Lattice's intellectual property rights to use the Lattice API to develop, test, support, and use integrations developed for use with the Lattice API within your tech stack if you're a Lattice customer, or for the purpose of connecting or integrating your software application or program with Lattice products if you are a developer. You must use the Lattice API Key as your sole means of accessing the Lattice API, and you are solely responsible for keeping your Lattice API Key and all Lattice log-in information secure.
2Scope of Lattice API Access and Use. Access to the Lattice API is intended to enable Lattice customers and developers to easily and efficiently integrate Lattice services with other applications that they use or provide, and at all times in accordance with the Lattice Terms of Service or other written agreement between your and Lattice, as may be applicable, and these API Terms (each a "Permitted Use"). Restricted Uses. Your use of the Lattice API must be in a manner such that it is programmed so as to not cause too many API requests to be made in too short a period of time, as determined by Lattice in its sole discretion. In the event the Lattice API is programmed in a way that results in too many calls too frequently, Lattice reserves the right to throttle the API connection, or suspend or terminate access to the Lattice API as well as any Lattice account associated therewith. In addition, the following is a non-exhaustive list of other uses of the Lattice API that are not Permitted Uses (each a "Restricted Use"):
·using the Lattice API to impersonate any other person or entity;
·falsely stating or implying that you are associated with another person or entity in relation to actual or requested use of or access to the Lattice API;
·using another individual's or entity's Lattice API access to show their data to a different individual or entity;
·sharing your Lattice API Key with a third party absent express written authorization from Lattice, including without limitation for a third party to retrieve data from Lattice on a customer's behalf, except where a mutual customer of Lattice and a third-party service provider (such as an integration or middleware platform) shares their API Key directly with that provider solely to enable a Lattice-approved integration for the customer's benefit. Such Permitted Uses may include: (i) setting up or managing ongoing data syncs; (ii) temporary diagnostic or support-related access (e.g., debugging, testing, or validating production issues), in each case strictly for the benefit of, and under the direction of, the customer;
·using the Lattice API in any application or system that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation, including without limitation any applicable export control law;
·using the Lattice API to retrieve data to aggregate it with third party search results, or otherwise process the retrieved data in such a manner that it cannot be attributed to Lattice;
·submission of or linking to any data through the Lattice API that: (a) misappropriates or infringes or the intellectual property or other rights of any person or entity; (b) Interferes with the operation of the Lattice services, Lattice API, or its purpose as described within any API Resources; (c) violates any individual's or third party's privacy or publicity rights; (d) breaches any duty of confidentiality, nondisclosure, or usage restriction that you owe to any person or entity; (e) provides any Confidential information about Lattice, Lattice customers, or any other person or entity without authorization; (f) is, in Lattice's sole judgment, harassing, defamatory, abusive, lewd, pornographic, obscene, or otherwise objectionable; (g) contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files, or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware; (h) contains false or deceptive language, unsubstantiated or comparative claims regarding Lattice's products or services, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits;
·use of data processed through the Lattice API beyond what is described within the written guidelines as may be provided by Lattice from time to time, or beyond what is specifically agreed and required within the scope of the integration for which the Lattice API is or is intended to be used;
·use of the Lattice API with any Lattice services, customer systems, or other data migration tool to insert content into the Lattice services beyond what is recommended or permitted by Lattice;
·use of the Lattice API with any Lattice services, Customer Content or other data retrieved through the Lattice API to develop, improve, or populate a third-party integration or application without written authorization from Lattice (all integrations or applications that are built using the Lattice API are subject to Lattice's approval, and must follow any written guidelines as may be provided by Lattice from time to time);
·distribution of or allowing access to data obtained through a Lattice API to anyone other than the person or entity on whose behalf you agreed to these Terms, or creation of an alternative application programming interface that enables access to content or data in the Lattice services;
·implementing features or business practices that use the Lattice API in a manner that may reasonably harm the professional reputation, relationships, or professional ecosystem of Lattice or Lattice customers. Upon Lattice's request, you agree to cooperate with Lattice in verifying your compliance with these API Terms, including without limitation the Permitted Uses and Restricted Uses described herein, by providing us with information about any integrations or applications for which you actually or intend to use a Lattice API, which may also include access to integrations, applications, or other materials related to your use of a Lattice API.
3Test Accounts. You may maintain no more than two (2) Lattice test accounts for purposes of using the Lattice API for development and testing. The accounts must be created manually and not via scripts or any other automated means. Further, test accounts may not interact with non-test accounts or production or live accounts in other applications, nor may they override the Lattice API call limits.
4Support and Modifications. Lattice may, but is not obligated to, provide you with support or modifications for the Lattice API in our sole discretion, and we may stop providing support or modifications to you at any time without notice or liability to you. Further, we may release subsequent or additional versions of the Lattice API and require that you use such versions. In such an event, where reasonably possible we will maintain backward compatibility of the Lattice API, but will expect all Lattice API users to embrace a proactive approach toward use of the most current version. Your continued use of any Lattice API following a subsequent release will be deemed to constitute your acceptance of any modifications or additions. You agree to report to Lattice any errors or difficulties discovered with the Lattice API as well as the characteristic conditions and symptoms of any such errors and difficulties. If you use the Lattice API to develop an integration to enable Lattice customers to integrate Lattice products with one or more of your software products or applications, you understand and agree (a) that the use of such integration to connect to a Lattice product is subject to Lattice's sole approval, which Lattice may withhold for any reason or no reason, and if listed or displayed on an integrations web page or similar platform or asset maintained or controlled by Lattice, such listing or display may be removed by at any time, in Lattice's sole discretion, and without notice to you, and (b) that you will maintain and support any such integration at your sole cost and expense.
5Proprietary Rights. As between the parties, Lattice owns all rights, title, and interest in and to the APIs and to all output and executables of the APIs, excluding any Customer Content (as defined in the Lattice Terms of Service) that may be contained therein, and, subject to the foregoing, if you use the Lattice API to develop an integration between your software applications and programs and Lattice products, as between you and Lattice, you own all rights, title, and interest in and to your software applications and programs. Except to the limited extent expressly provided in these API Terms, neither party grants, and the other party will not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property of the first party. All rights not expressly granted herein are deemed withheld.
6License to use Party Marks. If you use a Lattice API to develop an integration between your software applications or programs with Lattice products, Lattice grants you a limited, revocable, royalty-free, non-exclusive, non-transferable, non-sublicensable license during the term of these API Terms to use, solely for the promotion of the integration of your software applications or programs with Lattice products, including as applicable their inclusion in Lattice's integrations directory, Lattice's name, logo, and registered trademarks ("Lattice Marks") in accordance with Lattice's trademark and logo use guidelines, which will be provided upon request. The foregoing license does not grant rights to use any of Lattice's trademarks that are not publicly identified by Lattice as available for use. Subject to the terms set forth in this Section, you grant Lattice a limited, revocable, royalty-free, non-exclusive, license during the term of these API Terms to use your company name, software or application name(s), and any logos or trademarks associated therewith ("Developer Marks") in any jurisdiction in which you have acquired and/or acquire rights, solely for: (i) referring to your software and application(s) that integrate with Lattice products, and in Lattice's promotional materials, and (ii) the promotion of your software and applications that integrate with Lattice products. Neither party shall make any express or implied statement or suggestion, or use the other party's marks in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on the other party or its business, products or services. Each party shall cease, or adjust the manner of, its use of any of the marks of the other party at the written request of the other party in its sole discretion.
7Confidentiality. The Lattice API (including, without limitation, all improvement, derivatives, modifications and the like) constitutes Lattice's confidential information ("Confidential Information"). You hereby agree (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions you employ with respect to your own confidential materials), (ii) not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below), (iii) not to use any Confidential Information except for the purposes set forth in these API Terms, and (iv) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate "need to know" and will be similarly bound in writing. You acknowledge and agree that due to the unique nature of Lattice's Confidential Information, there can be no adequate remedy at law for any breach of your obligations hereunder and therefore, that upon any such breach or any threat thereof, Lattice will be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
8Indemnity. You agree to defend, indemnify and hold harmless Lattice and Lattice's directors, offers and employees from and against any and all third party claims, losses, liabilities, awards and costs (including reasonable attorneys' fees and expenses) arising out of or related to (a) your use of the Lattice API other than in strict accordance with these API Terms; (b) any data or emails passed through to Lattice in connection with your use of any Lattice API; (c) your violation of any applicable law; (d) your breach of these API Terms; or (e) any violation, infringement or misappropriation of any law or third-party right (including intellectual property, property, privacy or publicity rights) by you. LATTICE WILL HAVE NO LIABILITY IN CONNECTION WITH, AND YOU SHALL INDEMNIFY, DEFEND AND HOLD LATTICE HARMLESS WITH RESPECT TO, YOUR FAILURE TO PROVIDE NOTICES REQUIRED BY APPLICABLE LAW TO YOUR END USERS REGARDING YOUR PRIVACY PRACTICES OR FOR LATTICE'S COLLECTION, USE, OR DISCLOSURE OF DATA ARISING FROM YOUR USE OF THE LATTICE API.
9Warranty Disclaimer. THE LATTICE API IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LATTICE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LATTICE API, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, LATTICE DISCLAIMS ANY WARRANTY THAT USE OF THE LATTICE API BY YOU WILL BE UNINTERRUPTED OR ERROR FREE.
10Limitation of Liability. UNDER NO CIRCUMSTANCES WILL LATTICE'S COLLECTIVE TOTAL LIABILITY ARISING OUT OF THESE API TERMS EXCEED $100. LATTICE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THESE API TERMS, EVEN IF LATTICE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF WHETHER (a) A CLAIM AGAINST LATTICE IS BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (b) LATTICE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (c) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE.
11Termination. These API Terms will continue until terminated as set forth in this section. Either party may terminate these API Terms at any time. Additionally, Lattice reserves the right at any time in its sole discretion without liability to you or any third party to modify, suspend, or terminate your API access. Any termination of these API Terms will also terminate the licenses granted hereunder. Upon termination of these API Terms for any reason, you will destroy and remove from all computers, hard drives, networks, and other storage media all copies of Lattice's Confidential Information, and will so certify to Lattice that such actions have occurred. Sections 5 through 10 will survive termination of these API Terms.
12General. These API Terms will be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of law and without application of the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising in connection with these API Terms will be subject to the sole and exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. The prevailing party in any action arising out of these API Terms will be entitled to an award of its costs and attorneys' fees. No waiver of rights under these API Terms by either party will constitute a subsequent waiver of any right under these API Terms and all waivers must be in writing. In the event that any term of these API Terms is held by a court to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that these API Terms will otherwise remain in full force and effect and enforceable. You may not assign or transfer these API Terms (or any part hereof) without the prior written consent of Lattice. Lattice will have the right to freely assign or otherwise transfer these API Terms (in whole or part). All notices required or permitted under these API Terms will be in writing and will be sent (i) if to Lattice: legal@lattice.com, and if to Licensee: such email address as you provide to Lattice upon registering for the API, via updates through the Lattice service, via the email address associated with your Lattice account, test accounts, or as otherwise may be described under your Lattice Terms of Service. These API Terms are the complete agreement between the parties hereto concerning the subject matter of these API Terms and replaces any prior oral or written communications between the parties with respect thereto.

·Effective March 11th 2025 to August 8th 2025

·Download

·Table of Contents

1Accessing the Lattice API; Limited License. The Lattice API may be configured by Lattice to support existing integrations. In some cases, Lattice may permit use of the Lattice API by providing you with a Lattice API "Key", which you can obtain through the process described by Lattice, as may be updated from time to time. Use of the Lattice API and API Keys is intended for the benefit of Licensees who are Lattice customers or developers, is expressly conditioned upon compliance with these API Terms, and at all times is subject to Lattice's approval, which we may grant or deny in our sole discretion. Upon granting such approval, we grant you a limited, revocable, non-exclusive, non-assignable, non-transferable license under Lattice's intellectual property rights to use the Lattice API to develop, test, support, and use integrations developed for use with the Lattice API within your tech stack if you're a Lattice customer, or for the purpose of connecting or integrating your software application or program with Lattice products if you are a developer. You must use the Lattice API Key as your sole means of accessing the Lattice API, and you are solely responsible for keeping your Lattice API Key and all Lattice log-in information secure.
2Scope of Lattice API Access and Use. Access to the Lattice API is intended to enable Lattice customers and developers to easily and efficiently integrate Lattice services with other applications that they use or provide, and at all times in accordance with the Lattice Terms of Service or other written agreement between your and Lattice, as may be applicable, and these API Terms (each a "Permitted Use"). Restricted Uses. Your use of the Lattice API must be in a manner such that it is programmed so as to not cause too many API requests to be made in too short a period of time, as determined by Lattice in its sole discretion. In the event the Lattice API is programmed in a way that results in too many calls too frequently, Lattice reserves the right to throttle the API connection, or suspend or terminate access to the Lattice API as well as any Lattice account associated therewith. In addition, the following is a non-exhaustive list of other uses of the Lattice API that are not Permitted Uses (each a "Restricted Use"):
·using the Lattice API to impersonate any other person or entity;
·falsely stating or implying that you are associated with another person or entity in relation to actual or requested use of or access to the Lattice API;
·using another individual's or entity's Lattice API access to show their data to a different individual or entity;
·sharing your Lattice API Key with a third party absent express written authorization from Lattice, including without limitation for a third party to retrieve data from Lattice on a customer's behalf;
·using the Lattice API in any application or system that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation, including without limitation any applicable export control law;
·using the Lattice API to retrieve data to aggregate it with third party search results, or otherwise process the retrieved data in such a manner that it cannot be attributed to Lattice;
·submission of or linking to any data through the Lattice API that: (a) misappropriates or infringes or the intellectual property or other rights of any person or entity; (b) Interferes with the operation of the Lattice services, Lattice API, or its purpose as described within any API Resources; (c) violates any individual's or third party's privacy or publicity rights; (d) breaches any duty of confidentiality, nondisclosure, or usage restriction that you owe to any person or entity; (e) provides any Confidential information about Lattice, Lattice customers, or any other person or entity without authorization; (f) is, in Lattice's sole judgment, harassing, defamatory, abusive, lewd, pornographic, obscene, or otherwise objectionable; (g) contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files, or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware; (h) contains false or deceptive language, unsubstantiated or comparative claims regarding Lattice's products or services, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits;
·use of data processed through the Lattice API beyond what is described within the written guidelines as may be provided by Lattice from time to time, or beyond what is specifically agreed and required within the scope of the integration for which the Lattice API is or is intended to be used;
·use of the Lattice API with any Lattice services, customer systems, or other data migration tool to insert content into the Lattice services beyond what is recommended or permitted by Lattice;
·use of the Lattice API with any Lattice services, Customer Content or other data retrieved through the Lattice API to develop, improve, or populate a third-party integration or application without written authorization from Lattice (all integrations or applications that are built using the Lattice API are subject to Lattice's approval, and must follow any written guidelines as may be provided by Lattice from time to time);
·distribution of or allowing access to data obtained through a Lattice API to anyone other than the person or entity on whose behalf you agreed to these Terms, or creation of an alternative application programming interface that enables access to content or data in the Lattice services;
·implementing features or business practices that use the Lattice API in a manner that may reasonably harm the professional reputation, relationships, or professional ecosystem of Lattice or Lattice customers. Upon Lattice's request, you agree to cooperate with Lattice in verifying your compliance with these API Terms, including without limitation the Permitted Uses and Restricted Uses described herein, by providing us with information about any integrations or applications for which you actually or intend to use a Lattice API, which may also include access to integrations, applications, or other materials related to your use of a Lattice API.
3Test Accounts. You may maintain no more than two (2) Lattice test accounts for purposes of using the Lattice API for development and testing. The accounts must be created manually and not via scripts or any other automated means. Further, test accounts may not interact with non-test accounts or production or live accounts in other applications, nor may they override the Lattice API call limits.
4Support and Modifications. Lattice may, but is not obligated to, provide you with support or modifications for the Lattice API in our sole discretion, and we may stop providing support or modifications to you at any time without notice or liability to you. Further, we may release subsequent or additional versions of the Lattice API and require that you use such versions. In such an event, where reasonably possible we will maintain backward compatibility of the Lattice API, but will expect all Lattice API users to embrace a proactive approach toward use of the most current version. Your continued use of any Lattice API following a subsequent release will be deemed to constitute your acceptance of any modifications or additions. You agree to report to Lattice any errors or difficulties discovered with the Lattice API as well as the characteristic conditions and symptoms of any such errors and difficulties. If you use the Lattice API to develop an integration to enable Lattice customers to integrate Lattice products with one or more of your software products or applications, you understand and agree (a) that the use of such integration to connect to a Lattice product is subject to Lattice's sole approval, which Lattice may withhold for any reason or no reason, and if listed or displayed on an integrations web page or similar platform or asset maintained or controlled by Lattice, such listing or display may be removed by at any time, in Lattice's sole discretion, and without notice to you, and (b) that you will maintain and support any such integration at your sole cost and expense.
5Proprietary Rights. As between the parties, Lattice owns all rights, title, and interest in and to the APIs and to all output and executables of the APIs, excluding any Customer Content (as defined in the Lattice Terms of Service) that may be contained therein, and, subject to the foregoing, if you use the Lattice API to develop an integration between your software applications and programs and Lattice products, as between you and Lattice, you own all rights, title, and interest in and to your software applications and programs. Except to the limited extent expressly provided in these API Terms, neither party grants, and the other party will not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property of the first party. All rights not expressly granted herein are deemed withheld.
6License to use Party Marks. If you use a Lattice API to develop an integration between your software applications or programs with Lattice products, Lattice grants you a limited, revocable, royalty-free, non-exclusive, non-transferable, non-sublicensable license during the term of these API Terms to use, solely for the promotion of the integration of your software applications or programs with Lattice products, including as applicable their inclusion in Lattice's integrations directory, Lattice's name, logo, and registered trademarks ("Lattice Marks") in accordance with Lattice's trademark and logo use guidelines, which will be provided upon request. The foregoing license does not grant rights to use any of Lattice's trademarks that are not publicly identified by Lattice as available for use. Subject to the terms set forth in this Section, you grant Lattice a limited, revocable, royalty-free, non-exclusive, license during the term of these API Terms to use your company name, software or application name(s), and any logos or trademarks associated therewith ("Developer Marks") in any jurisdiction in which you have acquired and/or acquire rights, solely for: (i) referring to your software and application(s) that integrate with Lattice products, and in Lattice's promotional materials, and (ii) the promotion of your software and applications that integrate with Lattice products. Neither party shall make any express or implied statement or suggestion, or use the other party's marks in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on the other party or its business, products or services. Each party shall cease, or adjust the manner of, its use of any of the marks of the other party at the written request of the other party in its sole discretion.
7Confidentiality. The Lattice API (including, without limitation, all improvement, derivatives, modifications and the like) constitutes Lattice's confidential information ("Confidential Information"). You hereby agree (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions you employ with respect to your own confidential materials), (ii) not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below), (iii) not to use any Confidential Information except for the purposes set forth in these API Terms, and (iv) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate "need to know" and will be similarly bound in writing. You acknowledge and agree that due to the unique nature of Lattice's Confidential Information, there can be no adequate remedy at law for any breach of your obligations hereunder and therefore, that upon any such breach or any threat thereof, Lattice will be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
8Indemnity. You agree to defend, indemnify and hold harmless Lattice and Lattice's directors, offers and employees from and against any and all third party claims, losses, liabilities, awards and costs (including reasonable attorneys' fees and expenses) arising out of or related to (a) your use of the Lattice API other than in strict accordance with these API Terms; (b) any data or emails passed through to Lattice in connection with your use of any Lattice API; (c) your violation of any applicable law; (d) your breach of these API Terms; or (e) any violation, infringement or misappropriation of any law or third-party right (including intellectual property, property, privacy or publicity rights) by you. LATTICE WILL HAVE NO LIABILITY IN CONNECTION WITH, AND YOU SHALL INDEMNIFY, DEFEND AND HOLD LATTICE HARMLESS WITH RESPECT TO, YOUR FAILURE TO PROVIDE NOTICES REQUIRED BY APPLICABLE LAW TO YOUR END USERS REGARDING YOUR PRIVACY PRACTICES OR FOR LATTICE'S COLLECTION, USE, OR DISCLOSURE OF DATA ARISING FROM YOUR USE OF THE LATTICE API.
9Warranty Disclaimer. THE LATTICE API IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LATTICE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LATTICE API, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, LATTICE DISCLAIMS ANY WARRANTY THAT USE OF THE LATTICE API BY YOU WILL BE UNINTERRUPTED OR ERROR FREE.
10Limitation of Liability. UNDER NO CIRCUMSTANCES WILL LATTICE'S COLLECTIVE TOTAL LIABILITY ARISING OUT OF THESE API TERMS EXCEED $100. LATTICE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THESE API TERMS, EVEN IF LATTICE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF WHETHER (a) A CLAIM AGAINST LATTICE IS BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (b) LATTICE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (c) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE.
11Termination. These API Terms will continue until terminated as set forth in this section. Either party may terminate these API Terms at any time. Additionally, Lattice reserves the right at any time in its sole discretion without liability to you or any third party to modify, suspend, or terminate your API access. Any termination of these API Terms will also terminate the licenses granted hereunder. Upon termination of these API Terms for any reason, you will destroy and remove from all computers, hard drives, networks, and other storage media all copies of Lattice's Confidential Information, and will so certify to Lattice that such actions have occurred. Sections 5 through 10 will survive termination of these API Terms.
12General. These API Terms will be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of law and without application of the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising in connection with these API Terms will be subject to the sole and exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. The prevailing party in any action arising out of these API Terms will be entitled to an award of its costs and attorneys' fees. No waiver of rights under these API Terms by either party will constitute a subsequent waiver of any right under these API Terms and all waivers must be in writing. In the event that any term of these API Terms is held by a court to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that these API Terms will otherwise remain in full force and effect and enforceable. You may not assign or transfer these API Terms (or any part hereof) without the prior written consent of Lattice. Lattice will have the right to freely assign or otherwise transfer these API Terms (in whole or part). All notices required or permitted under these API Terms will be in writing and will be sent (i) if to Lattice: legal@lattice.com, and if to Licensee: such email address as you provide to Lattice upon registering for the API, via updates through the Lattice service, via the email address associated with your Lattice account, test accounts, or as otherwise may be described under your Lattice Terms of Service. These API Terms are the complete agreement between the parties hereto concerning the subject matter of these API Terms and replaces any prior oral or written communications between the parties with respect thereto.

·Lattice HRIS + Payroll Addendum

·Version Version 1.0 (Current)

·Effective March 13th 2025

·Download

·Table of Contents

·This Lattice HRIS + Payroll Addendum ("HRIS-P Addendum") governs Customer's access to and use of any Lattice products which provide a human resource information system service or platform ("Lattice HRIS") with payroll processing and payroll tax filing ("Lattice Payroll", and collectively "Lattice Payroll HRIS") including where applicable any consultancy or implementation services we may provide in relation to Lattice HRIS or Lattice Payroll, is part of the Lattice Terms of Service, or, if applicable, such other written or electronic agreement(s) governing Customer's use of the Lattice Service between Customer and Lattice (collectively, the "Terms"), and is hereby incorporated into the Terms by reference. As used herein and otherwise set forth in the Terms, references to "Lattice," Company," "we," "us," and "our" refer to Degree, Inc.; references to "Customer," "you," "your," and "yours" refer to the organization identified as the Customer in the applicable Order Form; and references to the "Service," in addition to the meaning given to it in the Terms, also refer to Lattice Payroll HRIS. Capitalized terms used but not otherwise defined in this HRIS-P Addendum will have the meaning set forth in the Terms. This HRIS-P Addendum sets forth the additional terms and conditions under which Customer and any of its Authorized Users may access and use Lattice Payroll HRIS.

11. Terms of Use of Lattice Payroll HRIS

·Notwithstanding and in addition to the conditions, permissions, restrictions, limitations, warranties, and obligations set forth in the Terms, subject to your agreement with and adherence to the terms set forth in this HRIS-P Addendum, we hereby grant you a non-exclusive, non-sublicensable, nontransferable (except as provided herein or in the Terms) right, during the Term (as defined in the Terms), to access and use Lattice Payroll HRIS solely for your internal business purposes and in accordance with any Documentation made available to you by us in tangible or electronic format. Lattice Payroll includes embedded payroll calculation, payment, and related tax reporting services provided directly to you by our designated third-party provider, Gusto, Inc. ("Gusto"), via its Gusto Payroll Service. We manage access to the Gusto Payroll Service through the Service for your convenience, and may assist your registration or conduct activity thereon on your behalf, but we do not provide or perform any functions of the Gusto Payroll Service. Rather, when you use Lattice Payroll, you acknowledge and understand that Gusto will be responsible for certain activities relating to Lattice Payroll, including withholding, filing, and remitting payroll tax payments and filings, and remitting certain wage garnishments on your behalf to local, state, or federal agencies. For the avoidance of doubt, you acknowledge and agree that Gusto, not Lattice, will be receiving, holding, and disbursing funds from you and on your behalf in connection with any functions provided or performed through the Gusto Payroll Service. Use of Lattice Payroll requires access to and enablement of the Gusto Payroll Service, and is subject to your acceptance of the terms located at https://flows.gusto.com/terms or as may be presented to you through the Service when you access and use Payroll (the "Gusto Terms"), as may be updated by Gusto from time to time. In accordance with the Gusto Terms, you understand and agree that we may share information about you with Gusto to enable the provision of Lattice Payroll.

22. Your Responsibilities; Compliance with Law

·You represent and warrant that at all times during the Term you will comply with all applicable laws and regulations in connection with your own activities performed under this HRIS-P Addendum and the Terms or otherwise related to your use of the Service. You further understand and agree that it may be possible for you to configure or use certain products of or features within Service in manners that do not comply with applicable laws or regulations, and at all times during the Term it is your sole responsibility to ensure that your use and your Authorized Users' use of the Service is in accordance and compliance with applicable laws and regulations, and that in no event will we be responsible or liable for your failure to comply with an applicable law or regulation in connection with or related to your use of the Service. Further, you understand and agree that, in accordance with the terms of Section 1, above, your access to and use of Lattice Payroll, and specifically the services provided and performed by Gusto Payroll Services, is subject to your agreement to the Gusto Terms as well as Gusto's approval, which may be withheld upon your failure to meet Gusto's KYC criteria and/or your noncompliance with or violation of your responsibilities and representations under this HRIS-P Addendum and as set forth in the Gusto Terms.

33. Accuracy of Customer Representations; Errors

·In order to provide Lattice Payroll HRIS, in general, we must rely on your Customer Content provided by you (including by your employees and Authorized Users). You acknowledge that your access to and use of the Service requires accurate, complete, and timely Customer Content and that we are entitled to rely conclusively on all Customer Content in providing the Service to you, and your represent and warrant that any Customer Content provided to us in relation to your use of the Service is accurate and complete to the best of your knowledge. You further acknowledge that we do not have any obligation to verify, correct, or otherwise ensure the accuracy or quality of the Customer Content and, unless due to our own omissions or gross negligence, we are not liable for errors, omissions, penalties, fines, judgments, or other losses incurred that result from inaccurate, mistaken, or incomplete Customer Content provided by you, your employees, or your Authorized Users.

·In addition to the foregoing, specifically with regard to your access to and use of Lattice Payroll, you understand and agree to the following:

·a. Obligation to Provide Accurate and Complete Information. During the Term, you agree to submit complete, timely, and accurate information as requested or required either or both through the Services or directly to Gusto, as may be applicable, including without limitation and as applicable your payroll and bank account information. You agree to respond timely and accurately to requests for additional information related to your access to or use of Lattice Payroll, as may be requested from time to time by us or Gusto. You represent and warrant that for any information you share with us in connection with Lattice Payroll, you have the authority to share such information. You acknowledge and agree that it is your sole responsibility to ensure the completeness and accuracy of information submitted in connection with the Lattice Payroll service provided by us or the Gusto Payroll Service, and accordingly you hereby agree to (i) review all such information for completeness and accuracy prior to each payroll period, and (ii) immediately correct or provide any inaccurate or incomplete information upon discovery of the same. In addition to the foregoing, you understand and agree that you are solely responsible for any claims, penalties, or interest, including but not limited to IRS penalties or interest, state and federal wage and hour related claims, or otherwise arising from your failure to timely provide and maintain at all times accurate and complete information in accordance with your obligations herein.

·b. Obligation to Maintain Sufficient Funds. You represent and warrant that upon initiating payroll processing through Lattice Payroll, your applicable payment accounts will have sufficient funds at the time of payroll processing. For the avoidance of doubt, you understand and agree that it is your sole responsibility to maintain appropriate funds in your payment accounts as necessary for us to provide Lattice Payroll services to you. You further acknowledge and agree that if a payroll payment made via Lattice Payroll services has to be reversed due to insufficient funds in your payment accounts and we or Gusto are unable to recoup the funds already paid, we may immediately suspend or terminate your access to the Services, including Lattice Payroll services, and invoice you for the amount of any funds paid and not recouped, as well as any associated costs therewith, and in such case you will promptly pay us the amount invoiced. The occurrence of two (2) or more payroll reversals within ninety (90) days due to insufficient funds in your payment accounts constitutes an incurable material breach of the Terms.

·c. Withholdings and Taxes. You understand and agree that you are solely responsible for any applicable federal, state, and local payroll tax and income tax obligations in relation to your status as an employer or payor, and that we do not provide any employment, labor, or immigration law advice, including but not limited to advice on worker classification of employees or independent contractors. Accordingly, you are responsible for obtaining, filing, and maintaining all required regulatory forms and documentation for payroll and withholding, and even where Lattice Payroll services may provide assistance with preparing these forms, you remain solely responsible for ensuring complete and timely filings and tax payments. Where you use Lattice Payroll service for any tax reporting or tax filing, we are not responsible for any errors or delay, or any related penalties or liabilities, arising from your failure to submit timely, complete, and accurate information as required or requested for us or Gusto in connection with Lattice Payroll service.

44. Employment Decisions

55. Warranty Disclaimer

·EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN THE TERMS, THE SERVICE, SOFTWARE, AND ALL COMPANY PROPERTIES ARE PROVIDED "AS IS," AND NEITHER PARTY MAKES AND WE SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE SERVICE, SOFTWARE, OR COMPANY PROPERTIES WILL BE ERROR-FREE OR UNINTERRUPTED. YOU AGREE THAT WE ARE NOT LIABLE FOR ANY ERRORS OR INACCURACIES IN DATA OR CUSTOMER CONTENT PROVIDED BY YOU OR ANY OF YOUR AUTHORIZED USERS IN CONNECTION WITH YOUR USE OF THE SERVICE OR SOFTWARE, INCLUDING ANY REPORTS, ANALYSIS, OR ANY OTHER OUTPUTS PRODUCED OR DERIVED THEREFROM. WITH REGARD TO YOUR SUBSCRIPTION OR ACCESS TO LATTICE PAYROLL, YOU UNDERSTAND AND AGREE THAT GUSTO IS A SEPARATE ENTITY FROM US, AND WE CANNOT CONTROL AND ARE NOT RESPONSIBLE FOR THE ACTIONS, ERRORS, OR OMISSIONS BY GUSTO OR ITS PARTNERS IN CONNECTION WITH PAYROLL SERVICES PERFORMED OR PROVIDED BY GUSTO, AND GUSTO'S LIABILITY FOR ANY SUCH ACTIONS, ERRORS, OR OMISSIONS IS GOVERNED BY THE GUSTO TERMS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER WE NOR GUSTO WILL BE LIABLE FOR ANY IMPROPER PAYMENT OF TAXES DUE TO INCORRECT CLAIMS OF TAX EXEMPTIONS, DEPOSIT FREQUENCY, TAX IDENTIFICATION NUMBER(S) OR RATE(S), DEDUCTIONS BY YOU OR YOUR EMPLOYEES, OR ANY ACTION PERFORMED BY OR WITHIN THE LATTICE PAYROLL SERVICE THAT IS BASED ON INCORRECT OR INACCURATE INFORMATION PROVIDED BY YOU OR YOUR EMPLOYEES. YOU UNDERSTAND AND AGREE THAT WE ARE NOT RENDERING ANY LEGAL, TAX, BENEFIT, ACCOUNTING, OR INVESTMENT ADVICE IN CONNECTION WITH PROVIDING THE SERVICE AND SOFTWARE AND WE WILL NOT BE DEEMED TO BE A FIDUCIARY OR THE EMPLOYER OR JOINT EMPLOYER OF YOUR AUTHORIZED USERS, EMPLOYEES, OR CONTRACTORS FOR ANY PURPOSE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND SERVICE ARE NOT INTENDED FOR THE USE, STORAGE, COLLECTION, OR MAINTENANCE OF PROTECTED HEALTH INFORMATION ("PHI") AS DEFINED BY THE HEALTH INSURANCE PORTABILITY AND AFFORDABILITY ACT ("HIPAA"), THAT WE ARE NOT A COVERED ENTITY OR BUSINESS ASSOCIATE AS DEFINED UNDER HIPAA, AND THAT THE CUSTOMER CONTENT WILL BE FREE OF ANY PHI AND YOU WILL NOT UPLOAD OR STORE PHI IN THE SOFTWARE OR SERVICE. FOR THE AVOIDANCE OF DOUBT, WE DO NOT PROVIDE CUSTOMERS WITH AND WILL NOT PROVIDE YOU WITH LEGAL ADVICE REGARDING COMPLIANCE, DATA PRIVACY, OR ANY OTHER APPLICABLE LAWS OR REGULATIONS, AND ANY STATEMENTS MADE BY US IN RELATION TO YOUR USE OF THE SOFTWARE OR SERVICE DOES NOT AND WILL NOT CONSTITUTE LEGAL ADVICE. ACCORDINGLY, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS ARISING FROM ANY ADVICE PROVIDED BY US IN CONNECTION WITH THE SERVICES. IMPLEMENTATION AND ADVISORY SERVICES ARE PROVIDED AT YOUR OWN RISK. FURTHER, ANY CONFLICTING TERM HEREIN NOTWITHSTANDING, WHERE APPLICABLE, COMPLIMENTARY SERVICES ARE ACCEPTED BY CUSTOMER AS-IS AND ARE NOT SUBJECT TO ANY SERVICE LEVEL AGREEMENT OR PRODUCT PERFORMANCE WARRANTIES.

66. Indemnification

·a. Notwithstanding any indemnification obligations set forth in the Terms, and specifically with regard to Lattice Payroll HRIS, we will defend, indemnify, and hold harmless you and your officers, directors, employees and agents from and against all claims, damages, losses and external expenses (including reasonable attorneys' fees), except where caused in whole or in part by your use of the Service in violation of this HRIS-P Addendum or the Terms, arising out of any claim by any third party to the extent such claim alleges that Lattice Payroll HRIS (as made available to you for use in accordance with this HRIS-P Addendum and where applicable the Terms) infringes or misappropriates any such third party's intellectual property rights, under the Uniform Trade Secrets Act, U.S. patent, copyright, trademark or other applicable intellectual property law. Notwithstanding the foregoing, we will have no obligation under this paragraph and will not otherwise be liable to the extent the claim is based on: (i) use of Lattice Payroll HRIS in combination with any hardware, software, data, content, or other component not provided by us; (ii) Customer Content; or (iii) use of Lattice Payroll HRIS other than in accordance with this HRIS-P Addendum, the Terms, and the Documentation.

·b. You will defend, indemnify and hold harmless us and our officers, directors, employees and agents from and against all claims, damages, losses and external expenses (including reasonable attorneys' fees) arising out of any claim by any third party to the extent such claim is based on or related to: your use of the Service in violation of this HRIS-P Addendum or the Terms, or other than in accordance with any advice, training, materials or resources, or implementation services provided by us in connection with the Service; your Customer Content; any employment decision, action, or inaction you take arising from or related to information available through, or your use of, the Service, or arising from or related to the inaccuracy or incompleteness of any information you make available to your employees, contractors, candidates, or Authorized Users by or through the Service; or your actual or alleged violation of applicable law or the rights of any third party, including without limitation any applicable privacy right or any right provided by an applicable labor or employment law or regulation.

77. Limitation of Liability

·WITHOUT LIMITING THE GENERALITY OF THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH IN THE TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, USE OR PROFIT, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THE SERVICE OR THIS HRIS-P ADDENDUM, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

·EACH PARTY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO LATTICE PAYROLL HRIS OR THIS HRIS-P ADDENDUM WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY. REGULATIONS AND JUDICIAL PRECEDENT IN CERTAIN STATES LIMIT THE MAXIMUM AMOUNT THAT DAMAGES CAN BE LIMITED BY OPERATION OF CONTRACT. IF UNDER SUCH CIRCUMSTANCES, THE FOREGOING LIMITATION OF LIABILITY IS DEEMED INEFFECTIVE AS A MATTER OF LAW, IT SHOULD INSTEAD BE CONSTRUED TO LIMIT LIABILITY TO THE MINIMUM AMOUNT THAT WOULD BE CONSISTENT WITH SUCH LAWS OR PRECEDENT WHILE STILL GIVING EFFECT TO THE INTENTION OF THIS CLAUSE. EACH PARTY ACKNOWLEDGES THAT IT HAS ENTERED INTO THIS HRIS-P ADDENDUM IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

88. Entire Agreement; Modification; Conflicts; Survival

·By signing this HRIS-P Addendum or an applicable Order Form to which it is attached, you agree to be bound and abide by the terms of this HRIS-P Addendum, which together with and forming a part of the Terms, constitutes the entire agreement of the parties relating to Lattice Payroll HRIS, and supersedes all prior or contemporaneous communications, understandings, and agreements, oral or written, relating to the same. No modification, amendment, or waiver of any provision of this HRIS-P Addendum will be effective unless contained in a writing signed by both parties that specifically purports to amend this HRIS-P Addendum, or as applicable, the Terms. To the extent of any conflict or inconsistency between this HRIS-P Addendum and Terms, or any Order Form, or other prior written agreement between the parties solely relating to Lattice Payroll HRIS, the provisions of this HRIS-P Addendum will prevail.

·BY THE SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE EITHER BELOW OR ON AN APPLICABLE ORDER FORM TO WHICH THIS HRIS-P ADDENDUM MAY BE ATTACHED, LINKED, OR OTHERWISE INCORPORATED, each Party does hereby agree to the terms of this HRIS-P Addendum as set forth herein.

·Lattice Payroll Addendum

·Version Version 1.0 (Current)

·Effective March 13th 2025

·Download

·Table of Contents

·This Lattice Payroll Addendum ("Payroll Addendum") governs Customer's access to and use of any Lattice products which provide payroll processing and payroll tax filing services ("Lattice Payroll") including where applicable any consultancy or implementation services we may provide in relation to Lattice Payroll, is part of the Lattice Terms of Service, or, if applicable, such other written or electronic agreement(s) governing Customer's use of the Lattice Service between Customer and Lattice (collectively, the "Terms"), and is hereby incorporated into the Terms by reference. As used herein and otherwise set forth in the Terms, references to "Lattice," Company," "we," "us," and "our" refer to Degree, Inc.; references to "Customer," "you," "your," and "yours" refer to the organization identified as the Customer in the applicable Order Form; and references to the "Service," in addition to the meaning given to it in the Terms, also refer to Lattice Payroll. Capitalized terms used but not otherwise defined in this Payroll Addendum will have the meaning set forth in the Terms. This Payroll Addendum sets forth the additional terms and conditions under which Customer and any of its Authorized Users may access and use Lattice Payroll.

11. Terms of Use of Lattice Payroll

·Notwithstanding and in addition to the conditions, permissions, restrictions, limitations, warranties, and obligations set forth in the Terms, subject to your agreement with and adherence to the terms set forth in this Payroll Addendum, we hereby grant you a non-exclusive, non-sublicensable, nontransferable (except as provided herein or in the Terms) right, during the Term (as defined in the Terms), to access and use Lattice Payroll solely for your internal business purposes and in accordance with any Documentation made available to you by us in tangible or electronic format. Lattice Payroll includes embedded payroll calculation, payment, and related tax reporting services provided directly to you by our designated third-party provider, Gusto, Inc. ("Gusto"), via its Gusto Payroll Service. We manage access to the Gusto Payroll Service through the Service for your convenience, and may assist your registration or conduct activity thereon on your behalf, but we do not provide or perform any functions of the Gusto Payroll Service. Rather, when you use Lattice Payroll, you acknowledge and understand that Gusto will be responsible for certain activities relating to Lattice Payroll, including withholding, filing, and remitting payroll tax payments and filings, and remitting certain wage garnishments on your behalf to local, state, or federal agencies. For the avoidance of doubt, you acknowledge and agree that Gusto, not Lattice, will be receiving, holding, and disbursing funds from you and on your behalf in connection with any functions provided or performed through the Gusto Payroll Service. Use of Lattice Payroll requires access to and enablement of the Gusto Payroll Service, and is subject to your acceptance of the terms located at https://flows.gusto.com/terms or as may be presented to you through the Service when you access and use Payroll (the "Gusto Terms"), as may be updated by Gusto from time to time. In accordance with the Gusto Terms, you understand and agree that we may share information about you with Gusto to enable the provision of Lattice Payroll.

22. Your Responsibilities; Compliance with Law

·You represent and warrant that at all times during the Term you will comply with all applicable laws and regulations in connection with your own activities performed under this Payroll Addendum and the Terms or otherwise related to your use of the Service. You further understand and agree that it may be possible for you to configure or use certain products of or features within Service in manners that do not comply with applicable laws or regulations, and at all times during the Term it is your sole responsibility to ensure that your use and your Authorized Users' use of the Service is in accordance and compliance with applicable laws and regulations, and that in no event will we be responsible or liable for your failure to comply with an applicable law or regulation in connection with or related to your use of the Service.

33. Accuracy of Customer Representations; Errors

·In order to provide Lattice Payroll, we must rely on your Customer Content provided by you (including by your employees and Authorized Users). You acknowledge that your access to and use of the Service requires accurate, complete, and timely Customer Content and that we are entitled to rely conclusively on all Customer Content in providing the Service to you, and your represent and warrant that any Customer Content provided to us in relation to your use of the Service is accurate and complete to the best of your knowledge. You further acknowledge that we do not have any obligation to verify, correct, or otherwise ensure the accuracy or quality of the Customer Content and, unless due to our own omissions or gross negligence, we are not liable for errors, omissions, penalties, fines, judgments, or other losses incurred that result from inaccurate, mistaken, or incomplete Customer Content provided by you, your employees, or your Authorized Users.

44. Customer Responsibilities Related to Lattice Payroll

·In addition to and notwithstanding any other provisions set forth in the Terms, and in accordance with the terms of Section 1, above, you understand and agree that your access to and use of Lattice Payroll, and specifically the services provided and performed by Gusto Payroll Services, is subject to your agreement to the Gusto Terms as well as Gusto's approval, which may be withheld upon your failure to meet Gusto's KYC criteria and/or your noncompliance with or violation of your responsibilities and representations under this Payroll Addendum and as set forth in the Gusto Terms.

·In addition to the foregoing, specifically with regard to your access to and use of Lattice Payroll, you understand and agree to the following:

55. Warranty Disclaimer

·EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN THE TERMS, THE SERVICE, SOFTWARE, AND ALL COMPANY PROPERTIES ARE PROVIDED "AS IS," AND NEITHER PARTY MAKES AND WE SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE SERVICE, SOFTWARE, OR COMPANY PROPERTIES WILL BE ERROR-FREE OR UNINTERRUPTED. YOU AGREE THAT WE ARE NOT LIABLE FOR ANY ERRORS OR INACCURACIES IN DATA OR CUSTOMER CONTENT PROVIDED BY YOU OR ANY OF YOUR AUTHORIZED USERS IN CONNECTION WITH YOUR USE OF THE SERVICE OR SOFTWARE, INCLUDING ANY REPORTS, ANALYSIS, OR ANY OTHER OUTPUTS PRODUCED OR DERIVED THEREFROM. BY SUBSCRIBING TO OR ACCESSING LATTICE PAYROLL, YOU UNDERSTAND AND AGREE THAT GUSTO IS A SEPARATE ENTITY FROM US, AND WE CANNOT CONTROL AND ARE NOT RESPONSIBLE FOR THE ACTIONS, ERRORS, OR OMISSIONS BY GUSTO OR ITS PARTNERS IN CONNECTION WITH PAYROLL SERVICES PERFORMED OR PROVIDED BY GUSTO, AND GUSTO'S LIABILITY FOR ANY SUCH ACTIONS, ERRORS, OR OMISSIONS IS GOVERNED BY THE GUSTO TERMS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER WE NOR GUSTO WILL BE LIABLE FOR ANY IMPROPER PAYMENT OF TAXES DUE TO INCORRECT CLAIMS OF TAX EXEMPTIONS, DEPOSIT FREQUENCY, TAX IDENTIFICATION NUMBER(S) OR RATE(S), DEDUCTIONS BY YOU OR YOUR EMPLOYEES, OR ANY ACTION PERFORMED BY OR WITHIN THE LATTICE PAYROLL SERVICE THAT IS BASED ON INCORRECT OR INACCURATE INFORMATION PROVIDED BY YOU OR YOUR EMPLOYEES. YOU UNDERSTAND AND AGREE THAT WE ARE NOT RENDERING ANY LEGAL, TAX, BENEFIT, ACCOUNTING, OR INVESTMENT ADVICE IN CONNECTION WITH PROVIDING THE SERVICE AND SOFTWARE. FOR THE AVOIDANCE OF DOUBT, WE DO NOT PROVIDE CUSTOMERS WITH AND WILL NOT PROVIDE YOU WITH LEGAL ADVICE REGARDING COMPLIANCE, DATA PRIVACY, OR ANY OTHER APPLICABLE LAWS OR REGULATIONS, AND ANY STATEMENTS MADE BY US IN RELATION TO YOUR USE OF THE SOFTWARE OR SERVICE DOES NOT AND WILL NOT CONSTITUTE LEGAL ADVICE. ACCORDINGLY, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS ARISING FROM ANY ADVICE PROVIDED BY US IN CONNECTION WITH THE SERVICES. IMPLEMENTATION AND ADVISORY SERVICES ARE PROVIDED AT YOUR OWN RISK. FURTHER, ANY CONFLICTING TERM HEREIN NOTWITHSTANDING, WHERE APPLICABLE, COMPLIMENTARY SERVICES ARE ACCEPTED BY CUSTOMER AS-IS AND ARE NOT SUBJECT TO ANY SERVICE LEVEL AGREEMENT OR PRODUCT PERFORMANCE WARRANTIES.

66. Indemnification

·a. Notwithstanding any indemnification obligations set forth in the Terms, and specifically with regard to Lattice Payroll, we will defend, indemnify, and hold harmless you and your officers, directors, employees and agents from and against all claims, damages, losses and external expenses (including reasonable attorneys' fees), except where caused in whole or in part by your use of the Service in violation of this Payroll Addendum or the Terms, arising out of any claim by any third party to the extent such claim alleges that Lattice Payroll (as made available to you for use in accordance with this Payroll Addendum and where applicable the Terms) infringes or misappropriates any such third party's intellectual property rights, under the Uniform Trade Secrets Act, U.S. patent, copyright, trademark or other applicable intellectual property law. Notwithstanding the foregoing, we will have no obligation under this paragraph and will not otherwise be liable to the extent the claim is based on: (i) use of Lattice Payroll in combination with any hardware, software, data, content, or other component not provided by us; (ii) Customer Content; or (iii) use of Lattice Payroll other than in accordance with this Payroll Addendum, the Terms, and the Documentation.

·b. You will defend, indemnify and hold harmless us and our officers, directors, employees and agents from and against all claims, damages, losses and external expenses (including reasonable attorneys' fees) arising out of any claim by any third party to the extent such claim is based on or related to: your use of the Service in violation of this Payroll Addendum or the Terms, or other than in accordance with any advice, training, materials or resources, or implementation services provided by us in connection with the Service; your Customer Content; any employment decision, action, or inaction you take arising from or related to information available through, or your use of, the Service, or arising from or related to the inaccuracy or incompleteness of any information you make available to your employees, contractors, candidates, or Authorized Users by or through the Service; or your actual or alleged violation of applicable law or the rights of any third party, including without limitation any applicable privacy right or any right provided by an applicable labor or employment law or regulation.

77. Limitation of Liability

·WITHOUT LIMITING THE GENERALITY OF THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH IN THE TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, USE OR PROFIT, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THE SERVICE OR THIS PAYROLL ADDENDUM, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

·EACH PARTY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO LATTICE PAYROLL OR THIS PAYROLL ADDENDUM WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY. REGULATIONS AND JUDICIAL PRECEDENT IN CERTAIN STATES LIMIT THE MAXIMUM AMOUNT THAT DAMAGES CAN BE LIMITED BY OPERATION OF CONTRACT. IF UNDER SUCH CIRCUMSTANCES, THE FOREGOING LIMITATION OF LIABILITY IS DEEMED INEFFECTIVE AS A MATTER OF LAW, IT SHOULD INSTEAD BE CONSTRUED TO LIMIT LIABILITY TO THE MINIMUM AMOUNT THAT WOULD BE CONSISTENT WITH SUCH LAWS OR PRECEDENT WHILE STILL GIVING EFFECT TO THE INTENTION OF THIS CLAUSE. EACH PARTY ACKNOWLEDGES THAT IT HAS ENTERED INTO THIS PAYROLL ADDENDUM IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

88. Entire Agreement; Modification; Conflicts; Survival

·By signing this Payroll Addendum or an applicable Order Form to which it is attached, you agree to be bound and abide by the terms of this Payroll Addendum, which together with and forming a part of the Terms, constitutes the entire agreement of the parties relating to Lattice Payroll, and supersedes all prior or contemporaneous communications, understandings, and agreements, oral or written, relating to the same. No modification, amendment, or waiver of any provision of this Payroll Addendum will be effective unless contained in a writing signed by both parties that specifically purports to amend this Payroll Addendum, or as applicable, the Terms. To the extent of any conflict or inconsistency between this Payroll Addendum and Terms, or any Order Form, or other prior written agreement between the parties solely relating to Lattice Payroll, the provisions of this Payroll Addendum will prevail.

·BY THE SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE EITHER BELOW OR ON AN APPLICABLE ORDER FORM TO WHICH THIS PAYROLL ADDENDUM MAY BE ATTACHED, LINKED, OR OTHERWISE INCORPORATED, each Party does hereby agree to the terms of this Payroll Addendum as set forth herein.

·Fractional HR Referral Addendum

·Version Version 1.0 (Current)

·Effective April 29th 2025

·Download

·Table of Contents

·BILATERAL REFERRAL PARTNER ADDENDUM FOR

·LATTICE'S CERTIFIED FRACTIONAL HR PEOPLE LEADER PROGRAM

·This LATTICE PARTNER PROGRAM: REFERRAL PARTNER ADDENDUM FOR LATTICE'S CERTIFIED FRACTIONAL HR PEOPLE LEADER PROGRAM (the "Addendum") is entered into effective as of the date of last signature below ("Effective Date") by and between Lattice and Partner, pursuant to and subject to the terms of the Parties' LATTICE PARTNER PROGRAM: MASTER PARTNERSHIPS AGREEMENT FOR LATTICE'S CERTIFIED FRACTIONAL HR PEOPLE LEADER PROGRAM (the "Agreement"). Capitalized terms not defined in this Addendum have the meaning given to them in the Agreement.

·WHEREAS, the Parties desire to enter into this Addendum for the purpose of establishing a mutually beneficial referral partnership relationship whereby Partner promotes and refers prospective customers to purchase Lattice's products and services; and

·WHEREAS, Partner as the Referring Party wishes to refer potential customers to Lattice as the Referral Partner (defined below) as a participant in Lattice's Certified Fractional HR People Leader Program (the "Program"), in exchange for certain Referral Fee(s) (as defined below) under the terms and conditions set forth below.

·NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

·DEFINITIONS. The following terms used herein shall have the meanings ascribed to them in the Agreement and have been included below solely as a courtesy for ease of reference: Existing Business Relationship, Existing Customer, Lead, Net Sales Price, Referral Partner, Referral Customer, Referring Party. Any other terms in this Addendum will have the meanings set forth below. All other terms will have the meanings set forth in the Agreement:

1"Existing Business Relationship" as also defined in the Agreement, means the existence of (i) a contractual agreement between a Party and a company for the purchase of such Party's software or services; (ii) an active opportunity in the Referral Partner's customer relationship management platform as of the referral date; or (iii) demonstrable evidence of pre-sale negotiations and discussions between a Party and a company for the purchase of such Party's software or services, provided that any such contractual agreements or pre-sale discussions had commenced or were entered into prior to the referral date.
2"Existing Customer(s)" as also defined in the Agreement, means any companies that have an Existing Business Relationship with either Party. Affiliates of Existing Customers shall also be considered Existing Customers whether or not they have an Existing Business Relationship.
3"Lattice Referral Fees" has the meaning set forth in Section 3, below.
4"Lead" as also defined in the Agreement, means a qualified prospective customer in the Approved Territories referred by the Referring Party as the case may be.
5"Net Sales Price" as also defined in the Agreement, means the gross revenue (in U.S. dollars unless otherwise specified in an Addendum) received by the Referral Partner from the sale of the Referral Partner's services or goods to a Referral Customer in Approved Territories hereunder, less the following items: (i) import, export, value added, excise and sales taxes, tariffs and custom duties; (ii) any charges for insurance; and (iii) customary rebates, cash and trade discounts, actually taken. A Referral Customer's payments will be made directly to the Referral Partner, using the Referral Partner's preferred method of payment. In the event that the Referring Party makes payment to the Referral Partner on behalf of a Referral Customer, any such payments will be included in Net Sales Price.
6"Qualified Lead" means a prospective customer that (i) the Referring Party refers to the Referral Partner in writing following the process set forth in this Addendum during the Term of this Addendum; (ii) the Referring Party believes is a valid sales prospect for Referral Partner; (iii) is a business entity with an apparent technology buyer who has expressed interest in the goods or services of the Referral Partner; and (iv) is not an Existing Customer of the Referral Partner.
7"Referral Partner" as also defined in the Agreement, means the Party receiving a prospective customer as a referral from the Referring Party.
8"Referral Customer" as also defined in the Agreement, means a customer or prospective customer that (i) is in the Approved Territories referred by Referring Party as a sales lead to the Referral Partner; (ii) is a person or business entity with an apparent technology buyer who has expressed interest in the goods or services of the Referral Partner; (iii) is not an Existing Customer of the Referral Partner; and (iv) is a customer with whom the Referral Partner subsequently concludes a license, subscription, or sale of its products or services of at least twelve (12) months (if applicable) and for a minimum of $4,000.00 USD, or as otherwise specified in any Addendum.
9"Referral Date" means the date upon which a Lead is submitted by the Referring Party to the Referral Partner.
10"Referral Fee" means the fees paid by the Referral Partner to the Referring Party when a Qualified Lead becomes Referral Customer according to the terms and conditions set forth in this Addendum.
11"Referring Party" as also defined in the Agreement means, (i) the Party that submits Lead(s) to the other Party; (ii) the Party referring the other Party's products or services or referring a prospective customer to the other Party.
12PROGRAM PARTICIPATION.

·PROGRAM PARTICIPATION. Partner's eligibility for participation in the Program is

·conditioned upon Partner's meeting the eligibility criteria set forth in Exhibit A. The foregoing notwithstanding, Lattice may, in its sole discretion, upon written notice to Partner, revoke Partner's eligibility for participation in the Program.

1REFERRAL PROCESS

·SUBMISSION OF POTENTIAL QUALIFIED LEADS. When Partner believes that a prospective customer represents a potential Qualified Lead, Partner may complete a written prospect registration form ("Lead Registration Form") that includes at minimum the following information: Company Name of Lead, Name and Email Address of a designated Contact at the Lead, Referral Date, General Description of the Lead Opportunity and Other Relevant Information. Partner is submitting a potential Qualified Lead to Lattice, the Lead Registration Form may be submitted online using Lattice's preferred method of submission, which Lattice will provide to the Referring Party.

·LEAD CONSENTS. By submitting a potential Qualified Lead to Lattice, Partner represents that Partner personally knows the Qualified Lead and has the Qualified Lead's consent to submit their contact information to Lattice using the Lead Registration Form.

·REJECTION OF LEADS. Lattice may reject potential Leads and will owe no Referral Fees in connection therewith in the event that (a) an Existing Business Relationship was in existence between the Lead and the Referral Partner within twelve (12) months of the Referral Date; (b) the Lead does not constitute a Qualified Lead; or (c) for any other good faith reason that the Lattice may have that is consistent with the intent and terms of this Addendum. Lattice may also reject a potential lead if the Lead is a former customer of Lattice, provided that the Referral Date is within twelve (12) months of such customer's contract termination date. Upon the other Party's request, Referral Partner will provide a detailed written explanation (email is sufficient) to the Referring Party of its decision to reject any Lead.

1SALES & REPORTING

·SALES. Unless otherwise provided in Exhibit A, any sales of licenses or subscriptions for the Lattice Solution to a Referral Customer shall be made directly by Lattice at such prices and subject to such terms and conditions as Lattice and the Referral Customer shall mutually agree, in their sole discretion.

·REPORTING. Each Party agrees to make all commercially reasonable efforts to maintain accurate records regarding their activities pursuant to this Addendum. Lattice will provide a written report to the Partner (the "Referral Report") that describes: (a) sales of its products and services to Referral Customers during the quarter (as defined below), and (b) the Net Sales Price received from Referral Customers for any such sales during the quarter. The Referral Report will, at minimum, contain the following information about each listed sale to a Referral Customer: (i) the name of the Referral Customer; (ii) the name of each service sold to each Referral Customer; (iii) the Net Sales Price of each service sold to a Referral Customer; and (iv) the service start and end dates and/or service term for each service sold to a Referral Customer. For the avoidance of doubt, as used in this Addendum the words quarter and quarterly will refer to the following fiscal-year quarters: February, March, and April (Q1), May, June, and July (Q2), August, September, and October (Q3), November, December, and January (Q4). Lattice will provide its Referral Report to Partner on a quarterly basis, according to the following schedule: May 1 - Referral Report for Q1 sales, August 1 - Referral Report for Q2 sales, November 1 - Referral Report for Q3 sales, February 1 - Referral Report for Q4 sales.

1REFERRAL FEES & PAYMENT

·LATTICE REFERRAL FEES. Where Lattice is the Referral Partner, for each Qualified Lead that becomes a Referral Customer, the Referral Partner will pay the Referring Party 20% of the Net Sales Price that Referral Partner receives from the Referral Customer during the first twelve (12) months of the Referral Customer's contract term (the "Lattice Referral Fees").

·LATTICE RENEWAL FEES. A 10% referral fee will be applicable for renewal business with Renewing Referral Customers. Eligibility Criteria is contingent upon the following conditions:

·Proof of Relationship: The partner must provide proof of an existing relationship with client via a signed contract with client.
·Written Communication: Written communication must be submitted within 90 days of the Lattice renewal date. This communication can be provided by either the Partner or the mutual customer.
·Good Standing: The Partner must be in 'good standing' according to the outlined Partnership criteria.

·For the avoidance of doubt, Lattice Referral Fees will not be owed by Lattice in connection with any product cross-sell, upsell, or user growth with Referral Customers that occur after the initial sale to a Qualified Lead that qualifies for payment of the Lattice Referral or Renewal Fees.

·PARTNER REFERRAL FEES. Where Partner is the Referral Partner, for each Qualified Lead that becomes a Referral Customer, the Referral Partner will pay the Referring Party 10% of the Net Sales Price that Referral Partner receives from the Referral Customer during the first six (6) months that Referral Partner provides products or services to a Referral Customer (the "Partner Referral Fees"). For the avoidance of doubt, if Partner provides products or services to Referral Customer(s) on an hourly or project basis, Partner Referral Fees will be payable to Lattice for all hours of work completed in and/or the total project fees charged by Partner in the first six (6) months of their engagement with Referral Customer.

·NO REFERRAL FEE MINIMUM. The Parties agree that Lattice is not obligated under this Addendum to provide any minimum amount of Lattice Referral Fees in the aggregate.

1JOINT MARKETING ACTIVITIES

·JOINT MARKETING ACTIVITIES. In addition to the terms set forth in Section 7 of the Agreement "License Grant and Joint Marketing Activities," both Parties agree to complete any joint marketing activities detailed in Exhibit A.

1NO CONFLICTING OBLIGATIONS

·NO CONFLICTING OBLIGATIONS. Partner represents and warrants that neither this Addendum, the Agreement nor the performance thereof will conflict with, either directly or indirectly (such as through Partner's employer), or violate any obligation of Partner under the terms of this Addendum or the Agreement or otherwise, or the rights of any third party. Partner will notify Lattice in writing in a reasonable amount of time in advance of any such potential conflict of interest, specifying the nature of such potential conflict. Partner further represents and warrants that Partner is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Partner's obligations under this Addendum and the Agreement.

·[Remainder of Page Intentionally Left Blank]

·SIGNATURE PAGE

·to

·BILATERAL REFERRAL PARTNER ADDENDUM FOR

·LATTICE'S CERTIFIED FRACTIONAL HR PEOPLE LEADER PROGRAM

·IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized officers, all as of the Effective Date.

DEGREE, INC. (d/b/a Lattice) \| Participating Fractional HR People Leader
Signature:	[latticePartnershipsSignerSignature_56GhHEG]	Signature:	[counterpartySignerSignature_AocAvrL]
Name:	[latticePartnershipsSignerName_Ptg3Zqu]	Name:	[counterpartySignerName_U0QZ7AC]
Title:	[latticePartnershipsSignerTitle_McpJdYT]	Title:	[counterpartySignerTitle_UEkv0Pc]
Date:	[latticePartnershipsSignerDateField_qgbhFzb]	Date:	[counterpartySignerDateField_EH6LJ2W]

Exhibit AEXHIBIT A: STATEMENT OF WORK

·Partner Eligibility Criteria:

·Actively offering Fractional HR services, with at least 1 client being supported (proof of active engagement may be required upon Lattice's request).
·Has experience using Lattice, in either a previous or current role, and can demonstrate knowledge of Lattice features and functionality.
·Completion of the Lattice Certification program, including any required additional or recurring program materials.
·Not a current employee of Lattice or any of its direct competitors

·Each Party's responsibilities arise if such Party is the Referring Party.

Activity Name	FHR Responsibilities	Lattice Responsibilities
Contact Information	Provide contact names and information regarding relevant personnel to help facilitate activities in connection with this Addendum including (a) an appropriate lead relationship coordinator, (b) designation of personnel to assist with joint sales calls to existing and prospective customers	Provide contact names and information regarding relevant personnel to help facilitate activities in connection with this Addendum including (a) an appropriate lead relationship coordinator, (b) designation of personnel to assist with joint sales calls to existing and prospective customers
Intro Call and Ad-Hoc Check-ins	Following lead submission, help facilitate the introduction to lead(s), and be available to join the first call with the lead & Lattice if requested. Prepare for and participate in check-ins	Prepare for and participate in check-ins
Key Stakeholder Training	Actively engage with and review Lattice provided educational materials regarding Lattice products and the referral process, etc., as part of the Certification process.	Educate appropriate personnel about FHR program and referral process
Lead Generation	Engage network about the benefits of using Lattice when there is alignment with their needs and profile. Referral leads sent to Lattice using Lattice's preferred method of submission	Upon FHR Partner request, provide reporting on Closed-Won opportunities submitted by FHR as set forth in the Addendum
Sales Outreach	Be available to answer questions from Lattice team members as they follow-up with prospects	Promptly set appointments with prospects, inviting the FHR to participate if interested and available
Co-Marketing Opportunities	Consider Lattice in the context of potential Co-Marketing opportunities	Consider FHR in the context of potential Co-Marketing opportunities
Feedback Loop	Provide feedback around areas of success and opportunities for improvement	Provide feedback around areas of success and opportunities for improvement

·FHR MPA

·Version Version 1.0 (Current)

·Effective April 29th 2025

·Download

·Table of Contents

·Page: /

·Please download the PDF to view this document. Download

·Payroll Services SOW

·Version Version 1.0 (Current)

·Effective October 7th 2025

·Download

·Table of Contents

·PAYROLL IMPLEMENTATION SERVICES STATEMENT OF WORK

·This Payroll Implementation Statement of Work ("SOW") details the scope of implementation services Lattice shall provide in relation to Lattice Payroll (henceforth the "Payroll Implementation Services"). This SOW is made a part of any applicable Order Form, and is hereby incorporated into the Payroll Addendum and Terms of Service between Lattice and Customer (the "Terms"). Any capitalized terms used herein but not otherwise defined will have their meaning set forth in the Terms.

11. Services

1.11.1 Services to Client:

·Lattice shall provide the Payroll Implementation Services in accordance with the plan described in Table A. The plan identifies key milestones and activities to be performed and the party responsible for such activity, with additional details in section 2 (Lattice Commitments) and section 3 (Customer Commitments). The Payroll Implementation Services will consist of recurring one-hour implementation meetings led by a Lattice Implementation Manager, product training materials, and the included Deliverables. Product training materials consist of training videos and data migration templates. Subject to the Customer making available all required information and personnel in a timely manner, Payroll Implementation Services shall be provided over an eight to ten week period (the "SOW Term").

·Table A: Payroll Implementation Plan:

Topic \| Standard Service Offering Description Timeline \| 8-10 Weeks
Kickoff & Discovery Meeting	Two Detailed 1 Hour Payroll Kick Off and Discovery Calls
Product Training	Dedicated Payroll System Trainings: Earnings and Deductions Setup Training Time Tracking Setup and Training Benefits Setup Tax Setup and Validation Walkthrough Payroll schedules and Payroll Run Process
Data Upload Deliverables \| Customer Provides:Company DataTax SetupCurrent Tax Registrations and POA's Banking Information Historical Payroll Data for Parallel TestingPrior Period Payroll Journals Year-to-Date Tax and Deduction Balances Prior Provider Scheduled Earnings and Deductions Active Employee DataDemographics Tax Setup Compensation DataBase Pay Bonuses Pay Schedule Benefit Elections and Deduction Amounts Document Naming and Formatting to be Owned by Customer Lattice Provides:Standardized Data Templates Clear Guidance on Formatting Requirements Training Sessions for Data Preparation, Review and Upload Supporting Resources and Documentation Out-Of-Scope \| New State Registrations
Payroll Testing & Validation	Parallel Payroll Runs (Mock Runs) Customer Provides:Complete and Accurate Payroll Input Data Validation of ResultsGross Pay Deductions Taxes Net Pay Written Approval of Final Results Lattice Provides:Configuration and Guided Processing of Two Mock Payroll Runs Generate Reports for Customer ValidationGross Pay Deductions Taxes Net Pay Documentation of Discrepancies and Guidance for Correction Processing Adjustment Cycles Based on Customer Feedback
Go-Live Execution	Go-Live Readiness Review Customer Provides:Validation of Finalized Data Prior to Go-Live Complete Payroll Inputs for First Live Payroll Run Validation of Post-Processing ReportsGross Pay Deductions Taxes Net Pay Timely Approval of Payroll Outputs Lattice Provides:Templates, Checklists, and Guidance to Ensure Customer Payroll Inputs are Correctly Formatted and Complete Real-time Support for First Live Payroll Run Validation of Final Outputs to Ensure Accuracy of Filings and Funding Setup
Post-Go Live	1-Hour Review Session Customer Provides:Outstanding Items Confirmation That All Payroll Data, Schedules and Processes are Operating as Expected Lattice ProvidesSummarization of Milestones, Completed Deliverables and Outstanding Items Validation of Completed Processes, Schedules and Reporting Formal Introduction to Ongoing Payroll Support Team Remaining Documentation, Training Materials or System Guides
Client Surveys	Payroll Discovery Questionnaire Post-Implementation Survey Product Feedback Survey

·Deliverables will be produced in accordance with the Payroll Implementation Plan above. Following the graduation call, the Services will be deemed accepted unless, within a period of five (5) calendar days, the Customer provides Lattice with written notification of any material deficiencies.

22. Lattice Commitments

2.12.1 Lattice Commitments:

·Customer will be closely supported by a Lattice Payroll Implementation Manager. The Implementation Manager will be available as a product education and troubleshooting resource, will track progress towards milestones and action items, and will assist with data import into Lattice Payroll in accordance with Table A above. The Payroll Implementation Manager shall collect feedback and track key milestones and tasks throughout the implementation to ensure timely launch of Lattice Payroll. The Payroll Implementation Manager will not be responsible for Customer data extraction or Customer data cleanup, for creating Customer policies, or for completing Customer-specific system configuration.

2.22.2 Implementation Manager Communication:

·Implementation Managers will try to accommodate all meeting requests, with preferred hours from 9:00am to 5:00pm in their stated time zones.
·Implementation Managers are expected to respond to customer emails within 24 hours, Monday-Friday. If a customer requires Immediate help or escalation, they should contact Lattice Customer Care through in-app chat or email (customercare@lattice.com).

2.32.3 Lattice Customer Care Communication:

·Chat and email support Monday through Friday starting at 9am GMT and ending at 5pm Pacific Time
·Customers may sign up for admin office hours to ask questions live with a product specialist
·Invitation to monthly product and best practices webinars
·Self-service resources including our Help Center and Lattice University video tutorials

33. Customer Commitments

3.13.1 Customer Commitments:

·As part of the implementation partnership, Customer will complete training and configuration tasks in preparation for the weekly implementation meetings. Customer will be responsible for collecting, formatting, and approving all Customer data to be imported into Lattice Payroll. Lattice shall provide data import templates to the Customer. Customer shall be responsible for configuring the policies, permissions, and workflows particular to its instance of Lattice Payroll. Customer may submit feedback related to Lattice Payroll throughout the implementation or during the final review. If applicable, Customer will also assign an IT/technical lead to configure integrations.

44. Fees and Payments

4.14.1 Payment for Services:

·The fees for Payroll Implementation Services will be as set forth in the applicable Order Form. Unless otherwise expressly stated in each respective SOW, Customer shall be invoiced for Payroll Implementation Services upfront, on the Order Form Start Date. Fees are due in accordance with the Terms.

55. License Grant and Use Restrictions

5.15.1 No Works for Hire:

·The Payroll Implementation Services provided to Customer shall not constitute works for hire and Lattice reserves and retains the right, title, and interest, including without limitation, all patents, copyrights, and trade secrets, and all other intellectual property rights and right in connection therewith shall be the sole property of and remain the sole property of and remain with Lattice.

5.25.2 License Grant:

·Subject to the provisions of the Terms and this SOW and Customer's full and final payment of all fees, Lattice hereby grants to Customer a limited non-exclusive, non-sublicensable, revocable, non-transferable license to use, copy, distribute, and display training materials related to Lattice Payroll ("Materials") for Customer's internal business operations only, (the "License") provided that all Materials containing Lattice's logo, trademarks, or other proprietary markings and notices contained in such Materials continue to contain such logos, and trademarks as originally provided to Customer.

5.35.3. Restrictions:

5.45.4 License to Use Feedback:

·Customer grants Lattice a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Lattice Payroll any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Customer's Authorized Users relating to the operation of Lattice Payroll.