SHL Products Schedule

This Schedule applies to access to and use of certain SHL Products provided to Company under an Order through Talevation, LLC (Talevation). This Schedule is the Agreement, except as expressly modified by an Order. If an Order has terms inconsistent with this Schedule, the Order takes precedence. Defined terms in this Schedule have the meaning described in the Terms or as defined herein.

1. Product Specific Terms

A. SHL Platform

1. Software as a Service. Company may order access to the online Assessment Services (“Platform”) either as a “Subscription” or by purchasing “Units” (as defined below). The configuration may include online delivery of Assessments to Candidates, assessing Candidate results and making the resulting Candidate reports available to Company through the Platform. SHL will not materially decrease the functionality of the Platform during the Order Term.

• “Subscription”. A Subscription provides Company with access to the Platform for the Order Term, subject to any limitations stated in the Order. If Company exceeds a specified limitation in the Order, Talevation reserves the right to charge any additional use at its then applicable standard rates and Talevation will invoice to Company prior to the end of the Order Term and payable per the Agreement.
• “Units” means the unit of measure specified in an Order used to calculate consumption of Assessments.
• SHL will deduct Units from Company’s account when Company runs an Assessment report, or a Candidate initiates an online Assessment. Units will: (i) be used in chronological order from the purchase date; and (ii) expire after one year from the date of availability and be automatically deleted from Company’s account. Upon Unit or Order expiry or termination (other than termination by Company for cause), any Units remaining onCompany’s account will expire and no Fees will be refunded.
• Once Company exceeds the number of Units purchased SHL will deactivate the opportunity for Company to create new invites. Unless Company enters into a new Order for additional Units or a Subscription, Company will be able to login to the SHL system to see history only until the annual Anniversary date.

2. Support, Maintenance and Upgrades. SHL provides Company with SHL support services (“Support Services”) for administrators at no additional cost in accordance with the then-current SHL Support Services Agreement published at https://www.shl.com/en/documents/support-services/ (“Support Policy”).

• SHL will use all commercially reasonable efforts to have the Platform available except for (a) scheduled maintenance periods (published online with at least 30 days prior notice) or (b) unscheduled maintenance required to address system issues, in which case, SHL will provide as much notice as reasonably possible. SHL periodically conducts system upgrades to the Platform and are generally provided at no additional cost to Company. The maintenance schedule, published in the Support Policy, includes dates for Platform upgrades and routine maintenance.

3. Assessment Response Confidentiality. Neither party will breach any promises of confidentiality made to any Candidate. SHL will not provide any data, including assessment responses, to Company or any third parties in violation of confidentiality notices presented to Candidates.

B. Video Interviewing Tools

1. SHL’s video interviewing tools enable Company to post its own content. SHL is not responsible for any content that Company or Company’s users post which is factually inaccurate, unlawful or offensive. That responsibility remains solely with the Company. Accordingly, Company waives any and all legal rights or remedies it has or may have against SHL with respect to any such content. SHL does not screen content posted by Company or Company’s users, but we reserve the right (but not the obligation) in our sole discretion to remove any content that is available via the video interview tool where we have any grounds to suspect non-compliance with these Terms.