Supplemental Compensation Powered by Terms of PURCHASE

March 1, 2024

These Supplemental Compensation Powered by Terms of Purchase (“Terms”), in addition to 15Five’s standard MSA governs the order form for Compensation Services between 15Five, Inc., (“15Five”) and the customer described on the Order Form (“Customer”) for the Compensation Powered by subscription.  15Five and Customer may hereinafter be referred to individually as a “Party” and collectively as the “Parties”. All defined terms not defined herein, will have the meaning assigned in the MSA.

    1. “15Five Materials” means the services licensed by 15Five to Customer, not including the Compensation Services.
    2. “Affiliate” or “Affiliates” means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a Party hereto, and/or such Party’s successors and assigns.
    3. “Compensation Services” means the Compensation Powered by subscription licenses, as shown in the applicable order form, which are resold by 15Five.
    4. “Order Form” means the statement of work, service order, purchase order, signed quote, or other order for Services or Compensation Services executed by the Parties.
    5. “Sublicense(s)” means software, support, maintenance, services and/or other products which are manufactured or provided by Vendor and sublicensed by 15Five to Customer in connection with the provision of Compensation Services hereunder and subject to the terms hereof.
    6. “User” means an individual, named, Customer user established to access the 15Five Materials and/or Compensation Services at any time during a subscription period. Customer has the ability to determine who is a User.
    7. “Vendor(s)” or “Comprehensive” means
  2. ORDER.  15Five shall provide the Compensation Services to Customer as set forth in the relevant Order Form.  Customer and its employees must be the end user.  No resale by Customer is allowed hereunder.  Each Order Form shall describe the specific Compensation Services to be purchased, if any, including any 15Five Materials; Compensation powered by; License Agreement(s), as applicable; fees and expenses; and such other specifications as the Parties may mutually agree. Each Order Form, when fully executed, shall be deemed to incorporate all the Terms herein (unless any provisions of these Terms are excluded or modified in the Order Form) and all of the terms and conditions available at (the “MSA”). Furthermore, for purposes of the Compensation Services, where the MSA states 15Five Materials, the parties will understand that it means the 15Five Materials and the Compensation Services, unless a section of these Terms conflict with the terms in the MSA. Additionally, solely for the purposes Compensation Services, Customer also agrees to the terms and conditions available at: which are subject to change from time to time.
  3. CHANGE IN SCOPE OF SERVICES.  In the event that unforeseen factors change the scope of Services and/or impact the that availability of the Compensation Services, 15Five may terminate Customer’s access to the Compensation Services and provide Customer with a prorated refund of the unused portion of the Fees for the Compensation Services. Notwithstanding anything to the contrary in the MSA, these Terms, or otherwise, this shall be Customer’s sole and exclusive remedy for loss of access to the Compensation Services.
  4. THIRD PARTY PROVIDERS.  The Compensation Services provided hereunder contain features capable of interoperating with the 15five Materials.  By purchasing a subscription to the Compensation Services, Customer shall obtain access to such applications or systems from a third-party provider, (“Comprehensive”).  Notwithstanding any language contained herein or in the MSA to the contrary, 15Five is not responsible for any limitations, lack of capability, availability, compatibility, responsiveness or general degradation of the Compensation Service(s) arising from the use of the Compensation Services. In addition, 15Five is not responsible for Customer’s access to, operation or maintenance of third-party applications.
  5. DATA PRIVACY. Customer understands, consents, and agrees that the Compensation Services are not owned and/or hosted by 15Five, but instead are hosted by Furthermore, Customer consents to 15Five sharing Customer Data with Comprehensive for the purposes of providing the Compensation Services. Both Comprehensive and 15Five shall be considered joint controllers for purposes of any personal data of Customer and its contacts for contract administrative purposes and as separate processors for purposes of Customer User data. Where applicable, Customer shall enter into separate data processing agreements with both, 15Five and Comprehensive.
    1. 15Five Representations, Warranties, and Covenants.
  1. Third-Party Product.  15Five warrants that it has full right, power, and authority to sublicense the Sublicenses and to resell the Compensation Services to Customer, and that the Compensation Services are free and clear of all liens and similar encumbrances of any kind. For the avoidance of doubt, and notwithstanding anything to the contrary in these terms, the MSA, or otherwise, this is the sole warranty 15Five makes with regards to the Compensation Services.
    1. Customer’s Representations, Warranties, Covenants and Responsibilities.
  1. Compensation Services.  Customer acknowledges that (i) it has made the selection of the Compensation Services based on its own judgment and expressly disclaims any reliance upon statements made by 15Five, (ii) Customer’s use of the Compensation Services is subject to Comprehensive’s end user license agreement, service level agreement, terms of use or service, or other end user agreements or documents, (iii) the only representations, warranties, indemnities, and other terms relating to the Compensation Services are those offered by Comprehensive, and 15Five will have no responsibility in connection therewith, (v) it expressly waives any claim against 15Five based upon any infringement or alleged infringement of any patent, copyright, trademark, or other intellectual property rights with respect to the Compensation Services, and (vi) it assumes all responsibility for ensuring that the Compensation Services are used in accordance with all applicable laws and regulations.
  1. Miscellaneous.  These Terms are made a part of and incorporated into the Order Form.  The Order Form, the 15Five MSA, and these Supplemental Terms (cumulatively the “Contract”) constitute the entire agreement between the Parties with respect to its subject matter. The Parties agree that as of the date the Order Form is signed by Customer, the Contract will supersede, terminate and replace in its entirety all prior services agreements, product purchase agreements, and confidentiality agreements between the Parties or their predecessors in interest.  These Terms shall govern in the event of a direct conflict with the Order Form unless the Order Form expressly specifies that the Order Form shall control in the event of a direct conflict.