THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS, TOOLS, DOCUMENTATION, INFORMATION, DATA AND METHODOLOGIES CONTAINED WITHIN MERCER | COMPTRYX™ AND THE MERCER | COMPTRYX™ SYSTEM (TOGETHER, “COMPTRYX” OR THE “MATERIALS”) ARE AND REMAIN THE PROPERTY OF MERCER (US) INC. (“MERCER”). THE COPYRIGHT, DATABASE RIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS IN THE MATERIALS AND DATA CONTAINED THEREIN ARE AND REMAIN THE PROPERTY OF MERCER. YOU ARE LICENSED TO ACCESS AND USE THE MATERIALS YOU ACCESS UNDER THIS LICENSE ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE “LICENSE”). UNLESS AN EXCEPTION IS NOTED HEREIN, IF AN AFFILIATE OF MERCER HAS SUPPLIED ACCESS TO THE MATERIALS, THE AFFILIATE HAS AUTHORITY TO ENTER INTO THIS LICENSE ON MERCER’S BEHALF, AND ALL REFERENCES TO MERCER HEREIN INCLUDE REFERENCES TO SUCH AFFILIATE.

WHEN YOU CLICK "I accept these terms" BELOW TO ACCEPT THIS LICENSE, YOU AGREE THAT THE MATERIALS SHALL BE USED BY THE CLIENT (THE “CLIENT”) LISTED ON THE ORDER FORM (THE “ORDER”) FOR INTERNAL AND INFORMATIONAL PURPOSES ONLY AS DESCRIBED IN THE LICENSE GRANT BELOW, AND MUST NOT BE SHARED, SOLD, OR MADE AVAILABLE TO ANY THIRD PARTY, UNLESS SUCH PERSON IS SPECIFICALLY IDENTIFIED AND APPROVED BY MERCER IN WRITING. BY PROCEEDING AND ACCESSING THE MATERIALS, YOU INDICATE YOUR ACCEPTANCE ON BEHALF OF THE CLIENT OF THE TERMS AND CONDITIONS OF THIS LICENSE. ACCORDINGLY, REFERENCES TO “YOU” MEAN REFERENCES TO THE CLIENT. THE MATERIALS AND THE INFORMATION AND DATA CONTAINED THEREIN MAY NOT BE COPIED, MODIFIED, SOLD, TRANSFORMED INTO ANY OTHER MEDIA, OR OTHERWISE TRANSFERRED IN WHOLE OR IN ANY PART TO ANY PARTY OTHER THAN THE CLIENT AND CLIENTS AUTHORIZED STAFF (“USERS”), WITHOUT MERCER’S PRIOR WRITTEN CONSENT. ACCESSING THE MATERIALS MEANS THAT YOU HAVE ACCEPTED DELIVERY OF THE MATERIALS AND THE TERMS OF THIS LICENSE AND THAT YOU AGREE TO PAY THE FEES SET FORTH IN THE ORDER.

YOU SHOULD THEREFORE READ THIS LICENSE CAREFULLY BEFORE CLICKING ON “I accept these terms” BELOW OR ACCESSING THE MATERIALS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, YOU CANNOT ACCESS THE MATERIALS. NO REFUNDS WILL BE PROVIDED.

License Grant

Subject to the terms and conditions of this License and upon receipt of full consideration, Mercer agrees to grant the Client, with respect to the Materials, a limited, non-exclusive license to access and use the Materials, as applicable on personal computers or a local area network in the normal places of business of the Client’s company, or through a secure remote network access facility provided by the Client. Use of the Materials and the information and data contained therein is for the Client’s internal research and analysis purposes related to the Client’s own employee population only. The Client will not provide access to the Materials, or to any information contained therein, to anyone other than its prescribed users. Unless the Client has received Mercer’s prior written consent, under no circumstances are the Materials to be used for the provision of service bureau, or timesharing, or services of any other kind to the Client’s clients, customers or any other third parties.

Mercer does not allow the use of software destined to crawl, mine, or scrape data. The use of any of these methods to access or download data is strictly forbidden and violates this License. It is also a violation of this License to use any methodology to circumvent passwords, captchas, robot.txt scripts and similar technologies intended to protect users and/or our intellectual property. You agree not to create archives of the Materials to be used for a commercial purpose. You further agree not to collect or harvest intellectual property contained in the Materials.

The activities set out in the Order constitute the access to be provided by Mercer (the “Access”). Any variation to the scope of such Access must be agreed in writing between Mercer and the Client. The Client is solely responsible for training of its personnel in the use of and applications of the Materials unless otherwise agreed upon in writing by the parties.

The Client shall ensure that any and all use of and access to the Materials by Client comply with all terms and conditions of this License. Client shall ensure that its Users understand and comply with all terms and conditions of this License, and Client is fully responsible for its Users’ use of the Materials.

Intellectual Property

You agree and acknowledge that the Materials, including, without limitation, the information contained in their databases, their table structures, queries, and reports, their arrangement, organization, and methods of interactions, the algorithms and other database artifacts, the sites’ structure, all textual and graphical materials, and all technical information and other content appearing on the sites and their modifications and enhancements, are confidential and trade secret information that is proprietary to and owned solely by Mercer with respect to the Materials together with all related copyrights and trademarks. Content within the Materials is expressly owned by Mercer and includes all summarized data calculations as well as the Comptryx system platform including terminology and definitions of pay elements, job, level, and geographic taxonomies. Specific processing and statistical techniques utilized throughout the Materials are proprietary in nature and protected through United States and international copyright and trademark laws. Mercer retains the exclusive and sole ownership of the Materials and all related intellectual property rights. Other confidential and trade secret information of Mercer may be revealed to you in the future.

You agree to hold all such proprietary and confidential information of Mercer in strictest confidence. You may not modify, sell, transfer or otherwise provide any of the proprietary and confidential information, in whole or in part, in any form to any person or entity who is not a User, the Client or an employee of Mercer who needs access to the information to facilitate your Access and use of the Materials without Mercer’s prior written permission.

You may not create derivative works of, or decompile, reverse engineer, translate or disassemble the Materials, in whole or in part, except as expressly permitted by applicable law.

Nothing contained herein shall be deemed to confer by implication, estoppel or otherwise, any license or any other grant of right to use any trademark, copyright, or any other intellectual property right of Mercer or any third party. The “Mercer,” “Mercer | Comptryx™” and “Comptryx™” names and the names of Mercer’s other products referred to on the site are Mercer’s trademarks. All other product and company names belong to their respective owners. The User agrees that you will take no action inconsistent with this paragraph.

Except as required herein, the User agrees not to use Mercer’s intellectual property in the press and not to refer to Mercer or attribute any information to Mercer in the press, for advertising or promotional purposes, or for the purpose of informing or influencing any other party without Mercer’s prior written consent.

You will be responsible for any access to, or use or disclosure of Mercer’s confidential and proprietary information by you and/or any of your Users to any third party and, further, shall indemnify and hold harmless (i) Mercer for any and all loss, damage or liability incurred by Mercer as a result of a breach by you or any other party to whom you may have provided access to the Materials of any or all of the obligations contained in this License.

Limitation of Liability

The Client agrees that the Materials are provided by Mercer as-is, without any warranty, express or implied, and, except in respect of personal injury or death caused directly by Mercer’s negligence, the limit of Mercer’s liability to the Client, Users or to any third party for any and all claims concerning performance or non-performance by Mercer or its agents related to Mercer’s obligations under this License or the Materials shall not, in the aggregate, exceed the total fees paid by Client to access the Materials.

In no event shall Mercer be liable for any direct, indirect, special, incidental or consequential damages, losses or expenses, including without limitation: loss of sales or revenues, loss of goodwill, loss of business information, or loss of savings or profits based on any theory of liability arising out of or in any way connected with: this license, the access, use or interpretation of the Materials, or any information on a linked site, the inability to use such information, or any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, whether in tort (including negligence or strict liability), contract or otherwise. This paragraph applies even if Mercer is advised of the possibility of such damages, losses or expenses.

THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MATERIALS OR THIS LICENSE, YOUR EXCLUSIVE REMEDY IS TO STOP USING THE MATERIALS.

The Client acknowledges that no defense or indemnity of any kind is provided hereunder by Mercer with respect to any claim, demand, cause of action, cost, loss, damage, expense or liability arising from or based on the Client’s, User’s or any third party’s use of or inability to use the Materials.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET OUT IN THIS LICENSE, MERCER MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE MATERIALS OR ANY PART THEREOF AND DISCLAIMS ALL EXPRESS IMPLIED AND STATUTORY WARRANTIES OF ANY KIND TO THE USER OR USER’S ORGANIZATION OR ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS AND WARRANTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND/OR FREEDOM FROM COMPUTER VIRUS. THE USER ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MATERIALS.

THE USER ACCEPTS THE MATERIALS ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE USER ACKNOWLEDGES THAT THE MATERIALS ARE FOR GENERAL INFORMATION AND USE ONLY AND IS NOT INTENDED AS NOR IMPLIED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE. IN PARTICULAR, THE MATERIALS DO NOT CONSTITUTE ANY FORM OF ADVICE, RECOMMENDATION, REPRESENTATION, OR ARRANGEMENT BY MERCER. MERCER DOES NOT WARRANT THE ACCESS OR USE OF THE MATERIALS IN ANY SPECIFIC SITUATION OR FOR ANY SPECIFIC APPLICATION, NOR DOES MERCER US WARRANT THAT USERS WILL HAVE ACCESS AT ALL TIMES OR THAT THE MATERIALS WILL BE ERROR FREE. THE USER ACKNOWLEDGES THAT THE MATERIALS AND THE ASSUMPTIONS, INFORMATION AND DATA CONTAINED THEREIN MAY BE INCOMPLETE OR CONDENSED. IN NO EVENT WILL MERCER BE LIABLE TO THE CLIENT OR ANY USER OR TO ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE OF THE RESULTS OR CONCLUSIONS OBTAINED THROUGH THE ACCESS AND USE OF SUCH INFORMATION OR DATA.

MERCER MAKES NO WARRANTIES OF ANY KIND AS TO THE ACCURACY OF THE DATA OR ASSUMPTIONS CONTAINED IN OR ENTERED INTO THE MATERIALS AND DOES NOT ASSUME ANY RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS. THE USER ASSUMES THE ENTIRE LIABILITY AND RESPONSIBILITY FOR USE OF THE DATA AND FOR ANY REPRESENTATIONS OR CONCLUSIONS DRAWN FROM SUCH DATA OR ASSUMPTIONS.

THE USER ALSO ACKNOWLEDGES THAT MERCER PROVIDES THE MATERIALS, INFORMATION AND DATA TO ITS CLIENTS TO PERMIT THEM TO MAKE INDEPENDENT DECISIONS REGARDING SALARIES AND BENEFITS BECAUSE THE EXCHANGE OF SALARY AND BENEFIT INFORMATION AMONG COMPETITORS MAY BE CONSTRUED IN CERTAIN CIRCUMSTANCES AS A MEANS TO FACILITATE AN ANTITRUST VIOLATION OR VIOLATION OF RELEVANT COMPETITION LAWS, MERCER HAS TAKEN APPROPRIATE STEPS IN COLLECTING AND DISSEMINATING THIS INFORMATION IN ORDER TO AVOID SUCH PERCEPTIONS.

MERCER ASSUMES NO RESPONSIBILITY FOR THE EFFECTIVENESS OF ANY ENCRYPTED DATA, NOR WILL IT GUARANTEE THAT AN ENCRYPTION ALGORITHM WILL BE INDECIPHERABLE. MERCER MAKES NO CLAIMS OR WARRANTIES REGARDING THE VIABILITY INTEGRITY OR INVINCIBILITY OF THE ENCRYPTION USED, NOR WILL MERCER ACCENT RESPONSIBILITY FOR THE SUCCESS OR FAILURE OF THE SECURE SERVERS TO PROPERLY ENCRYPT DATA. BY ACCESSING THE MATERIALS THE USER ASSUMES ANY RISKS THAT THE ENCRYPTION MAY BE DECIPHERABLE.

Confidentiality

Client acknowledges that Mercer will hold the submitted information in confidence and will not share the data submission detail with any unaffiliated third party that is not directly involved in the production of the Materials. Data will not be reported or released by Mercer on a company identified basis. Mercer utilizes industry standard safeguards to prevent the unauthorized access to or use of Company information and data, and has implemented administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of information or data that Mercer processes in the course of providing the services covered within this Agreement.

Client will ensure that Users will keep confidential and will not share with any third party any password that is provided to a User to access the Materials. Users are solely responsible for the activity on their account and is responsible for immediately notifying Mercer of any breach of security or unauthorized access or use of their account.

Mercer will regard and preserve as confidential the information that Client provides for inclusion in the database used to publish the Materials. Notwithstanding the foregoing, Client hereby grants Mercer a perpetual, non-exclusive, royalty-free license to copy, modify and use any information and data supplied by Client or on Client’s behalf so that Mercer may create analytical trend data, normative databases, aggregated statistics and analyses for various reports (including custom analyses) and intellectual capital to build products and services and improve the quality of our advice for the benefit of all our clients. Mercer will not disclose any information in a manner that allows particular clients or individuals to be identified. Notwithstanding the foregoing, Client agrees that Client’s name may appear in a list of participating organizations for reports containing such analytical trend data.

Client agrees that Mercer may retain copies of the confidential information under a continuing duty of confidentiality for the purpose of complying with its legal and regulatory obligations and to defend its work product.

Use of the Internet

The User should be aware that the Internet is not a fully secure medium, and therefore confidentiality cannot be totally guaranteed. Mercer will not be liable for any harm or damage you, the Client or a third party may experience by sending privileged or confidential information to it over the Internet or by e-mail. The performance of the Internet may fluctuate and will be limited by the bandwidth of your connection to the Internet. Mercer makes no warranties or claims as to the performance of the Materials in the User’s computer environment.

Personal Information

Each party (and each of its Affiliates) is entitled to assume that the other party (and each of its Affiliates) has complied and will continue to comply with their obligations arising from data protection and privacy laws in force from time to time to the extent applicable to this License and the Materials. To the extent that Mercer uses or processes any personal data supplied by or on behalf of Client, Mercer confirms that we shall do so solely on your instructions and for your purposes or as reasonably necessary for the purpose of providing the services for which the personal data was supplied.

Mercer does not want or require you to provide governmental identifiers, such as Social Security Numbers, social insurance numbers, tax identification numbers, passport numbers, or any other governmental identification number, or employee/incumbent names, employee/incumbent birthdays (other than, if requested, birth year) or personal addresses, or employee/incumbent personnel numbers. as part of your submission (collectively, "Government Identifiers"). To the extent that Mercer becomes aware that Client has included any Government Identifiers in its submission, Mercer will use commercially reasonable efforts to remove such Government Identifiers. Client waives all liability against Mercer for any losses resulting from its inclusion of Government Identifiers in its submission.

Mercer confirms that it has taken appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of personal data and the accidental loss or destruction of, or damage to, personal data in accordance with applicable law.

Subcontracting

In order to provide the Access in the most efficient manner, Mercer may sub-contract appropriate parts of the Access to a trusted third party or parties who may be located anywhere in the world. Where such third party is located outside the European Economic Area, Mercer will take all necessary steps to ensure that the processing of any personal data by the third party, including its transfer to the third party, complies with all relevant data protection and privacy laws.

Term and Termination

This License will continue for twelve (12) months from the date Client is granted access to the Materials (the “Initial Term”). Thereafter, it shall renew automatically for additional twelve (12) month terms (a “Renewal Term” ) to the extent set forth in the applicable Order. This License shall automatically terminate upon the termination of Order between you and Mercer. Mercer may terminate the Order and this License immediately if you fail to comply with any term or condition of this License, or upon thirty (30) days written notice to you, at its sole discretion. Mercer reserves the right to suspend accesses or terminate the License if the fees set forth in the applicable Order remain outstanding for 60 days from when they fall due. Upon termination for any reason, you agree to return any materials associated with the Materials in your possession together with all copies in any form. The fee paid by Client for the Materials is not refundable.

Mercer reserves the right to monitor usage by the User (in terms of volume, frequency or otherwise) of the Materials during the term of this License. In case of unauthorized use of the Materials by you, Mercer reserves the right to deny the User access by blocking, without prior notification, the IP address(es) that the User used to access the Materials.

Unforeseen Events

Neither Mercer nor the User can predict delays or failures in performance under the License resulting from events beyond their reasonable control. This, for example, includes 'acts of God', fire, flood, riots, pandemic, new laws which prevent the carrying out of the Access, the results of terrorist activity, failures of third party suppliers, and electronic and other power failures. Should such circumstances arise, Mercer will use its reasonable endeavors to continue to provide the Access but recognizes that the User or, where applicable, the Client, may not be able to wait while the matter is remedied. In such a case, either party may terminate the License with immediate effect by giving written notice to the other.

Export/Import Restrictions and Tariffs

The Materials may not be available through Mercer to any Restricted Entity. You shall not provide access to the Materials to anyone for use in any country or used in any manner prohibited by the United States or European Union trade sanctions or export control laws, including the Export Administration Act or laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Furthermore, you will comply with any trade sanctions and export and import control laws of the countries and jurisdictions where you access and use the Materials or receives copies of any technical information or other materials. You agree to indemnify, defend Mercer and hold Mercer harmless from any fines or other penalties arising from a violation of this section. You agree to indemnify, defend Mercer and hold Mercer harmless from any tariffs, import or export taxes, levied with respect to the Materials by jurisdictions in which you use the Materials. For the purpose of this section, “Restricted Entity” shall mean any individual, organization or other entity owned or controlled by, or acting as an agent for, any person or entity who is the subject of an asset freeze or otherwise designated under United Nations Security Council Resolutions, or the trade sanctions laws of the U.S. or the EU, or other governments of jurisdictions in which you are based or operated and from which the Materials may be accessed.

Entire Agreement

THIS LICENSE AND THE ORDER CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU, THE CLIENT AND MERCER WITH RESPECT TO THE SUBJECT MATTER THEREOF AND SUPERSEDE ANY AND ALL PRIOR PROPOSALS, UNDERSTANDINGS, REPRESENTATIONS AND/OR AGREEMENTS, WHETHER ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING THERETO. INVOICES, PURCHASE ORDERS, PURCHASE ORDER ACKNOWLEDGMENTS AND ANY TERMS AND CONDITIONS SET FORTH ON SUCH DOCUMENTS OR ANY SIMILAR DOCUMENTS SHALL BE FOR THE ISSUING PARTY’S INTERNAL PURPOSES ONLY. THE PARTIES SPECIFICALLY REJECT ANY SUCH TERMS AND CONDITIONS. ANY ADDITIONAL TERMS INCLUDED IN SUCH DOCUMENTS SHALL NOT BE CONSIDERED TO BE VALID OR IN ANY WAY INCORPORATED UNDER THIS AGREEMENT EVEN IF SUCH DOCUMENTS ARE ACKNOWLEDGED OR ACCEPTED BY THE RECEIVING PARTY

WITH RESPECT TO THE MATERIALS, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN A PROVISION OF THIS LICENSE AND A PROVISION OF ANY OTHER AGREEMENT BETWEEN YOU AND MERCER, THE APPLICABLE PROVISION OF THIS LICENSE SHALL CONTROL. HOWEVER, IF CLIENT SUBSEQUENTLY AGREES IN WRITING TO A LICENSE AGREEMENT WITH MERCER THAT SPECIFICALLY GOVERNS USE OF THE MATERIALS, SUCH AGREEMENT SUPERSEDES AND REPLACES THIS LICENSE, AND THIS LICENSE IS VOID.

Assignment

ACCESS TO THE MATERIALS IS LICENSED ONLY TO CLIENT (AND THE USERS). YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OF THE ACCESS TO THE MATERIALS, OR ANY OF YOUR RIGHTS OR OBLIGATIONS UNDER THIS LICENSE, IN WHOLE OR IN PART, TO ANY OTHER PARTY, ON A TEMPORARY OR PERMANENT BASIS, WITHOUT MERCER’S PRIOR WRITTEN CONSENT. ANY PURPORTED ASSIGNMENT IN VIOLATION OF THIS PARAGRAPH WILL BE VOID AND CONSTITUTE A MATERIAL BREACH OF THIS LICENSE.

Miscellaneous

Mercer provides its Services as an independent contractor. Neither this License nor access and use of the information on the Materials or the provision of the Access is intended to confer any right or benefit on any third party. The Agreement will be governed and interpreted in accordance with the laws of the United States and the State of New York. IN THE EVENT OF A DISPUTE BETWEEN US ARISING OUT OF OR RELATING TO THIS AGREEMENT, WE EACH AGREE TO WAIVE AND NOT DEMAND A TRIAL BY JURY. Client acknowledges and agrees that any breach of the “Intellectual Property” section of this License will result in immediate and irreparable harm to Mercer’s business interests and that remedies at law in such event will be inadequate; therefore Mercer shall have the right to seek immediate injunctive relief against such breach, which shall be in addition to and not in lieu of any other remedies at law or in equity. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that, or any other provision. All notices required or permitted under this Agreement must be in writing (other than email). All communications must be sent to the address specified in the Order or to such other contact information as may be designated by a party by giving written notice to the other party. Any sections that by their nature or meaning should survive the expiration, termination or rescission of this License shall survive the expiration, termination or rescission of this License. Mercer reserves the right to amend this License as necessary from time to time..

Should you have questions regarding this License, you may contact Mercer by writing to 400 West Market Street, Suite 700, Louisville, Kentucky 40202-3431.