Software as a Service Terms and Conditions

These Software as a Service Terms and Conditions (“SaaS Terms”) apply to any Software as a Service offering licensed by Client pursuant to a Client Order Form (“COF”), Statement of Work (“SOW”) or Letter of Engagement (“LOE”) on or after July 1, 2022, and are in addition to the General Terms and Conditions if the Parties are contracting via COF, the Master Services Agreement if the Parties are contracting via SOW, or the term and conditions included in the LOE if the Parties are contracting via LOE, and the applicable Product Specific Terms identified below.

For the SaaS Terms in Chinese, please click here

If applicable, please see the links below for copies of prior terms and conditions that apply to orders placed on or after the referenced date, but before the effective date above:

May 1, 2020

For additional Product/Service Specific Terms related to KF Architect click here.
For additional Product/Service Specific Terms related to KF Assess click here.
For additional Product/Service Specific Terms related to KF Digital Integrated Solutions click here.
For additional Product/Service Specific Terms related to KF KF Intelligence Cloud for Leaders click here.
For additional Product/Service Specific Terms related to KF Pay click here.
For additional Product/Service Specific Terms related to KF Profile Manager click here.
For additional Product/Service Specific Terms related to KF Select click here.
For additional Product/Service Specific Terms related to KF Sell (for Microsoft Dynamics) click here.
For additional Product/Service Specific Terms related to KF Sell (for Salesforce) click here.
For additional Product/Service Specific Terms related to KF Scout click here.

1. SERVICES

1.1 Hosted Service. Korn Ferry (US) will make available to Client those components of Korn Ferry’s cloud-based solution and other related software and services (the “Hosted Service”) described in a COF. Korn Ferry will also provide to Client user guides, documentation, and training materials (including any updates or amendments thereof) regarding the Hosted Service that Korn Ferry makes generally available to its clients (the “Documentation”).

1.2 Implementation Services. To the extent implementation assistance is required, Korn Ferry will provide implementation services as set forth in the applicable Product/Service Specific Terms, or as included in an SOW or LOE (“Implementation Services”).

1.3 Other Services. Korn Ferry may also provide to Client services other than the Hosted Service or Implementation Services as described in the COF or in the Product/Service Specific Terms (the “Other Services”), which may be subject to additional fees and terms as agreed by the Parties. The Hosted Service, Implementation Services and Other Services are collectively the “Services”.

1.4 Maintenance and Technical Support. Korn Ferry may install software updates, bug fixes, upgrades and error corrections in the Hosted Service as Korn Ferry deems necessary from time to time, provided that the updates or installations are not inconsistent with the Agreement.

1.5 Suspension of Access to Hosted Service. Korn Ferry may suspend Client’s access to the Hosted Service at any time: (a) to prevent damage to, or degradation of, Korn Ferry’s network integrity; (b) if Client has failed to pay any amounts for thirty (30) days after Korn Ferry notifies Client of past due amounts; (c) if Client has breached the Agreement in a way that affects Korn Ferry’s provision of the Hosted Service or infringes on Korn Ferry’s or any third party’s intellectual property rights; or (d) if Client violates applicable laws, any obligations of confidentiality or privacy to any third party, or governmental regulations, or is subject to a court order requiring suspension. If suspended, Korn Ferry will promptly restore use of the Hosted Service to Client after the event giving rise to the suspension has been resolved to Korn Ferry’s reasonable satisfaction. Any accounts that are restored after suspension under subsections (b), (c) or (d) may be subject to Korn Ferry’s then-current reactivation fees. Client is not entitled to a refund or credit on any fees if access to the Hosted Service is suspended under subsections (b), (c) or (d).

2. RIGHTS

2.1 Right to Use the Hosted Service. Subject to Client’s timely payment of all applicable fees, Korn Ferry grants to Client, during the term of the corresponding COF, SOW, or LOE a non-exclusive, non-transferable license for Client’s Employees to access and use the Hosted Service for internal business purposes only (and not as a service bureau) as set forth in the Product/Service Specific Terms applicable to the licensed Service, subject to any limitations set forth in the Agreement. Client will not disclose or otherwise allow access to the Hosted Service or Documentation to any third party, including other system service providers, outsourcers, or any party that it should reasonably be aware may compete with Korn Ferry, except as Korn Ferry expressly permits in writing in each instance. The Hosted Service includes unpublished software, trade secrets and confidential or proprietary information of Korn Ferry or its licensors and is developed exclusively at private expense.

“Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on behalf of Client and have entered into written agreements with Client no less restrictive than the Agreement. Independent contractors may not be competitors of Korn Ferry or its parent company, subsidiaries or affiliates.

2.2 Use Restrictions. Client must not, on its own or through a third party: (a) access or use the Hosted Service or the Documentation to design, create or build a service or product that is competitive with the Hosted Service, or which uses ideas, features or functions that are similar to the Hosted Service; (b) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute, lease, rent, loan, or otherwise commercially exploit or make available to any third party the Hosted Service or the Documentation; (c) combine or permit sharing of User Licenses by more than one employee; (d) use the Hosted Service to provide a service bureau; (e) modify, translate, or make derivative works based upon the Hosted Service or the Documentation or any part thereof, or directly or indirectly decrypt, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of the Hosted Service or any portion thereof or its underlying ideas, techniques or algorithms, including the review of data structures or similar materials produced by the Hosted Service; or (f) directly or indirectly use the Hosted Service in violation of any applicable laws. Except as explicitly granted in the Agreement, Client has no rights with respect to the Hosted Service or the Documentation.

2.3 Proprietary Rights. The Services, the Korn Ferry Data (excluding any Client Content included therein), and any modifications, configurations, enhancements or derivative works thereof to any of the foregoing (including all intellectual property rights in or to any of the foregoing), are and remain the exclusive property of Korn Ferry or its licensors. No licenses or rights are granted to Client except for the limited rights expressly granted in the Agreement.

3. DATA

3.1 Client Content. To facilitate Korn Ferry’s performance of its obligations under the Agreement, Client grants to Korn Ferry during the Term a limited license to use, process and reproduce, any information or data related to Client that is input or uploaded into the Hosted Service by Client, provided by Client to Korn Ferry for entry by Korn Ferry into the Hosted Service, or otherwise provided to Korn Ferry by Client pursuant to the Agreement (the “Client Content”).

3.2 Data Usage and Data Security. Korn Ferry will use commercially reasonable efforts to adhere to the data security and privacy standards set forth in the Data Security Provisions in Appendix A (Data Security Provisions).

3.3 Korn Ferry Data. Korn Ferry may: (a) collect data and metrics arising out of Client’s use of the Hosted Service; and (b) aggregate and analyze any metrics and data collected (collectively, the “Korn Ferry Data”). The Korn Ferry Data will be de-identified to exclude any personally identifiable information. Except as otherwise stated in the Product/Service Specific Terms, Korn Ferry will not use the Korn Ferry Data in a way that identifies Client as the source of any data included in the Korn Ferry Data. Provided Korn Ferry complies with the two immediately preceding sentences, Korn Ferry Data does not constitute Client’s Confidential Information and Korn Ferry may provide the Korn Ferry Data to third parties. Korn Ferry may use, reproduce, distribute, and prepare derivative works from the Client Content as incorporated in the Korn Ferry Data.

3.4 Rights Notices. Client will not remove any notices or legends that appear in the Services, Documentation, or on any output of the Services, that either identify Korn Ferry as the owner, or provide notice of the confidential and proprietary nature of the materials and their contents, including copyright notices, trademark symbols and notices, and notices that the materials are “confidential” or “proprietary.” Client’s obligation not to remove any notices applies in all circumstances, including when Client copies or distributes materials as permitted by the Agreement.

4. FEES.

4.1 Fees for use of the Services are set forth in the applicable COF, SOW, or LOE. Unless otherwise set forth in the Product/Service Specific Terms or the COF, SOW, or LOE, Fees will be invoiced upon execution of the applicable agreement, and annually in advance for renewals, and as additional services or licenses are added. Fees are non-cancellable and non-refundable regardless of whether Client uses the Services during the Term. If Client has received a discounted Fee in connection with a multi-year commitment, and fails to pay the Fee for subsequent years when they are due, Korn Ferry will invoice Client the difference between the standard fee and the discounted fee paid for previous years.

4.2 Fees for Other Services and Expenses. The Fees for Other Services, if applicable, will be set forth on the COF, SOW, or LOE. Korn Ferry assesses an administrative charge of professional fees. All fees are non-contingent, non-transferable, and non-refundable unless specifically stated otherwise in the COF, SOW, or LOE. Korn Ferry will invoice direct out-of-pocket expenses, including consultant travel, accommodation and meals, courier, shipping, reproduction, and video-conferencing, on a monthly basis as incurred.

5. WARRANTIES.

5.1 Korn Ferry warrants that the Hosted Service will substantially perform in accordance with the Documentation and that Services will be performed in a professional and workmanlike manner. As Client’s sole remedy for defective Services, Korn Ferry will repair or replace such Services. Korn Ferry represents and warrants that it will exercise commercially reasonable efforts, including the use of industry standard methods to detect and protect the Hosting Service and other electronically delivered materials against malicious program code insertions, and Korn Ferry will not knowingly introduce into the Hosting Service or other electronically delivered materials any virus or other malicious code.

5.2 EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 5, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. KORN FERRY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KORN FERRY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.

6. TERM AND TERMINATION

6.1 Term. Notwithstanding anything to the contrary in the Agreement, the COF may not be terminated for convenience. The initial subscription period begins on the Start Date and continues for three (3) years (unless a different End Date is set forth on the COF) (the “Initial Term”). Thereafter, subscriptions will automatically renew for additional three (3) year terms (each a “Renewal Term”) at Korn Ferry’s then-current rates unless either party provides notice of termination at least thirty (30) days prior to the expiration of the then-current term (the Initial Term and any Renewal Terms are collectively the “Subscription Period”). Client’s notice of termination must include written verification, executed by a corporate officer, that all Korn Ferry Material and Derivatives: (i) are no longer being used by Client; and (ii) have been destroyed in accordance the Agreement. Client is responsible for all Fees due until the effective date of termination. Unless otherwise set forth in the corresponding COF, SOW, or LOE, all payments are non-refundable and all Services are non-cancelable during any current term unless Client terminates due to Korn Ferry’s uncured material breach of the Agreement.

6.2 Effects of Termination. Upon the termination or expiration of the Agreement for any reason: (a) the license granted to Client in Section 2.1 (Right to Use the Hosted Service) will terminate; (b) Client may not access the applicable Hosted Service; and (c) all amounts owed to Korn Ferry under the Agreement will become immediately due and payable. The following provisions of these SaaS Terms will survive any termination of the Agreement: 2.3 (Proprietary Rights), 3 (Data), 4 (Fees).

7. RESCHEDULING

7.1 If Other Services are included within the Services, the following Rescheduling policy will apply. Korn Ferry will schedule and commit personnel and resources to provide the Services. Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers. Client may reschedule the provision of Other Services by paying the following fees in addition to the associated fees for any Services rendered. These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties. If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below.

a) If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

b) If rescheduling 20 or fewer business days before the scheduled program, meeting or session, rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

c) “Actual Expenses” means amounts Korn Ferry pays to others in anticipation of the Services (e.g., hotels, airlines) that Korn Ferry cannot recover on its termination of the bookings or that Korn Ferry incurs due to changes or cancellations. Korn Ferry will charge Client for costs incurred for any materials Korn Ferry prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

APPENDIX A to SaaS TERMS Data Security Provisions

1. Definitions:

1.1 “Nonpublic Information” means information maintained, owned or controlled by Client that is not publicly known or whose access is restricted internally by the Client and includes:

Any business related information of Client that the tampering with which, or unauthorized disclosure, access or use of which, would cause a material adverse impact to Client’s business, operations, or security and includes: (i) trade secrets; (ii) intellectual property; (iii) Client business operational and financial information, customer lists, business forecasts, marketing plans, pricing information, product or business proposals, investment information, litigation claims, regulatory findings, materials subject to attorney-client privilege, projects and similar documents; and (iv) technical or security information.

1.2 "Personal Data” means any information that Korn Ferry has access to, obtains, uses, maintains or otherwise handles in connection with the performance of the Services that identifies an individual or relates to an identifiable individual.

1.3 “Security Breach” means any actual breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Personal Data processed by Korn Ferry.

2. Information Security Safeguards.

2.1 Korn Ferry will maintain appropriate administrative, technical and physical safeguards to: (a) maintain confidentiality of Nonpublic Information; (b) protect against anticipated threats or hazards to the security or integrity of the Nonpublic Information; (c) protect against unauthorized access to or use of Nonpublic Information; and (d) detect, respond, and recover from identified risks or incidents including Security Breach.

2.2 Standards & Practices. Information security safeguards will incorporate all commercially reasonable and appropriate methods and safeguards to ensure the security, confidentiality, integrity, availability and privacy of the Nonpublic Information in accordance with applicable legal or regulatory requirements and industry practices. In addition, Korn Ferry will adhere to information security industry standard practices as identified in the National Institute for Standards and Technology Cyber Security Framework (NIST CSF), International Organization for Standardization ISO/IEC 27002, or other equivalent authoritative sources.

2.3 Appropriate Safeguards. Information security safeguards will include: (a) safeguards against the unauthorized destruction, loss, or alteration of Nonpublic Information; (b) safeguards against unauthorized access to Nonpublic Information; and (c) network and internet security procedures, protocols, security gateways and firewalls with respect to Nonpublic Information.

2.4 Physical Security Safeguards. Information security safeguards will include physical safety and security safeguards at any facilities processing Nonpublic Information. Information Security Safeguards will be at least as rigorous as those procedures in place to protect Korn Ferry’s own Nonpublic Information.

2.5 Use of Client Nonpublic Information in Non-Production Environments. Nonpublic Information from production environments will not be used for non-production purposes (i.e. testing and development) unless the data has been de-identified. If Nonpublic Information cannot be de-identified, then Korn Ferry will obtain Client’s approval prior to doing so. Client hereby approves of the use of encrypted Nonpublic Information in this engagement. In addition, if Nonpublic information that cannot be de-identified is to be used for non-production purposes, the following controls will be in place:

Log and monitor any access to the data;
Use only the minimum amount of data required for testing and development activities
Infrastructure components will conform to Korn Ferry’s security baselines

2.6 Secure Code Development. Developers will be trained in and follow secure coding best practices (e.g., OWASP, Microsoft Secure Development Lifecycle). Korn Ferry will perform application security analysis and testing according to the requirements of an appropriate standard (e.g., OWASP Application Security Verification Standard) prior to software or code delivery. Korn Ferry will not include in the software any code that weakens the security of the application, including computer viruses, worms, time bombs, back doors, Trojan horses, Easter eggs, or other forms of malicious code.

3. Audit Logs and Reporting.

3.1 For systems, applications, or processes associated with the access, processing, storage, communication or transmission of Nonpublic Information, Korn Ferry will generate audit logs for all actual or attempted incidents of unauthorized use, access, disclosure, theft, manipulation or reproduction of the Client Content or any Security Breach.

3.2 Audit logs will be maintained in accordance with Korn Ferry’s record retention obligations or the minimum legal requirements for log retention based on the classification of information in scope. If Korn Ferry’s review of the audit logs reveals a Security Breach, Korn Ferry will notify Client and assist or support Client at Client’s request in complying with Client’s notification obligations regarding a Security Breach.

4. Information Technology Disaster Recovery.

4.1 Korn Ferry will be responsible for data backups and disaster recovery, which will include, at a minimum, that data backups, regardless of medium, should be stored securely away from the primary data center and accessible at all hours on all days throughout the year:

5. Legal Hold/ Regulatory Demand Requirements. Korn Ferry systems and those of any Korn Ferry storage vendor must be able to identify and flag any Client Nonpublic Information subject to Legal Hold/Regulatory Demand. If Client provides a Legal Hold/Regulatory Demand to Korn Ferry in writing, Korn Ferry will tag and transfer Client Nonpublic Information to Client.

6. Destruction and Disposal Requirements:

6.1 Korn Ferry is subject to the following procedures regarding the destruction and disposal of Client Nonpublic Information.

a. Client Nonpublic Information will not be destroyed if subject to a Legal Hold/Regulatory Demand unless the Nonpublic Information was successfully transferred to Client.

b. At Client’s written request, Korn Ferry will dispose of Client Nonpublic Information in a manner that cannot be reconstructed into a usable format or otherwise subject to unauthorized access, acquisition, use or disclosure in connection with its disposal.

c. Personal information will be purged according to the terms of the DPE.

APPENDIX B to SaaS TERMS Service Level Commitment

The following Service level commitments regarding availability of the Hosted Service apply to the Hosted Service(s), except for KF Sell and Scout.

1. Service Level Commitment: 98% Uptime based on User access

Korn Ferry will use commercially reasonable efforts to make the Hosted Service available with a Monthly Uptime Percentage of at least 98% during any month (the “Service Level Commitment”), subject to the SLC Exclusions.

2. Definitions:

“Maintenance” means scheduled Unavailability of the Hosted Service, as announced prior to the Hosted Service becoming Unavailable.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Hosted Service was Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLC Exclusion.

“SLC Exclusions” mean the exclusions identified in subsection (c) below.

“Unavailable” and “Unavailability” mean a period of time during which the Service or Client Data is not running or is inaccessible to Client due to Korn Ferry’s fault.

3. SLC Exclusions

The Service Level Commitment does not apply to any outage that results from or is caused by:

i. A suspension or remedial action as described in the SaaS Terms;

ii. Factors outside of Korn Ferry’s reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of Korn Ferry’s network;

iii. Any actions or inactions of Client or any third party;

iv. Client’s environment including firewall, network, infrastructure, equipment, software or other technology or of any third party (other than third party equipment within Korn Ferry’s direct control);

v. Failures of the Services not attributable to Unavailability;

vi. Maintenance; or

vii. Emergency maintenance which by its nature protects Client data from damages, loss or exposure.

PRODUCT/SERVICE SPECIFIC TERMS & CONDITIONS – SAAS

These Product/Service Specific Terms and Conditions apply only to the applicable Product/Service and are in addition to the other terms and conditions applying to the COF. If the Parties are contracting via COF, any conflicts between the applicable terms will be resolved in the following order of priority: (1) Product/Service Specific Terms and Conditions, with respect to the applicable Product(s)/Service(s) only; (2) the SaaS Terms and Conditions; and (3) the General Terms and Conditions.

I. KF ARCHITECT

If the COF includes KF Architect the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Service Support Level” means the Service Support Level selected by Client and set forth on the COF. Description of the Other Services to be provided based on Service Support Level is located here.

b) “User License” means a license acquired by Client for one Employee to use the Service described herein.

2) Grant of License. Upon the execution of the COF and payment of the Subscription Fee, Korn Ferry grants to Client, and Client purchases from Korn Ferry, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the KF Architect portion of the Hosted Service during the Term and in accordance with the Agreement. Use of the KF Architect Hosted Service is limited to the number of User Licenses purchased by Client. Client will not use the Services or Korn Ferry Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (a) create printed and electronic materials derived from or incorporating the text of the Korn Ferry Material (collectively, the “Derivatives”); (b) reproduce the Derivatives in paper and electronic form; (c) use and provide access to the Korn Ferry Material and Derivatives for the number of Employees listed on the Order Form; and (d) use and display the Korn Ferry Material and Derivatives for Client’s internal business purposes only. Absent any additional license, neither the Korn Ferry Material nor the Derivatives of the Content Library may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s). Unless otherwise authorized by Korn Ferry in writing, only Client’s Employees may access the Services or utilize the Korn Ferry Material.

3) Korn Ferry will provide a unique password to each user; these are Korn Ferry confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify Korn Ferry of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

4) KF Architect enables users to support the design, maintenance and administration of job analysis and evaluation programs. KF Architect requires a subscription to Profile Manager and Content Library.

5) Client Data. Use of KF Architect requires the collection of Client Data, for which the following terms and conditions apply:

a) “Client Data” means job title, division, business units, functions, location, representation of salary and benefits, gender, and any other data extracted from Client’s HR systems submitted via digital file(s) to Korn Ferry related to incumbents in Client’s organization.

b) Delivery of KF Architect offerings is contingent on timely submission of Client Data to Korn Ferry. Submission of Client Data will be in accordance with Korn Ferry’s schedule as communicated to Client. Despite Korn Ferry’s review, the client remains accountable for the accuracy, completeness, and adequacy of their data. Problems, omissions or errors relating to information quality and/or delays in providing such information may result in a delay in the project delivery date, and/or an increase in fees.

c) Client represents and warrants that it owns Client Data, has the right to provide Client Data to Korn Ferry as contemplated under the Agreement, and Client’s provision of Client Data will not violate any third party’s rights. Client’s Data must not infringe upon the rights of others, must not contain any unlawful content. Client Data must not include any sensitive personal information unless Client has the right to provide such information.

d) Client Data will be treated in accordance with Korn Ferry’s Global Privacy Policy, which is available on Korn Ferry’s website and incorporated into the Agreement by reference. Korn Ferry may archive, manipulate, use and include Client Data in Korn Ferry’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide Korn Ferry’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Client permits Korn Ferry to include Client’s company name as a participant in products and services.

e) Korn Ferry’s use of Client Data as described herein is not prohibited by any confidentiality provisions of the Agreement, any non-disclosure or other Agreement between the Parties.

II. KF ASSESS

If the COF includes KF Assess, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Assessment Period” means the period of time beginning on the Start Date on the COF or the ordering of the Assessments and continuing for one year.

b) “Report” means a report provided to Client as part of the Assessment Services.

c) “Service Support Level” means the Service Support Level selected by Client and set forth on the COF. Description of the Other Services to be provided based on Service Support Level is located here.

2) Assessment Ordering. The number of assessments ordered by Client are set forth on the COF. The assessment volume may be increased at any time during the Assessment Period by executing another COF or written order by the Client.

3) Assessment Expiration. Client must use all assessments by the end of the Assessment Period. Client will forfeit, and will not receive a refund or credit for, any unused assessments remaining at the end of the Assessment Period. Assessments may be utilized by Client only; they may not be transferred to any affiliates or any third parties. Once launched, assessments may not be transferred to another individual.

4) Products and Services. Korn Ferry will provide the Other Services based on the Service Support Level set forth on the COF.

III. KF DIGITAL INTEGRATED SOLUTIONS

If the COF includes any KF Digital Integrated Solutions, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Participant” means an Employee for whom Client has purchased a User License.

b) “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and derivatives thereof.

c) “Programs” means Korn Ferry’s training programs and training services available as part of the Services, including all Program Materials.

d) “Service Support Level” means the Service Support Level applicable to the Service. Description of the Other Services to be provided based on Service Support Level is located here.

e) “User License” means a license acquired by Client for one Employee to use the Service described herein for up to a 12-month period, or until the end of the COF Term, whichever occurs first.

2) Grant of License. Upon the execution of the COF and payment of the Subscription Fee, Korn Ferry grants to Client, and Client purchases from Korn Ferry, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the KF Advance portion of the Hosted Service during the Term and in accordance with the Agreement. Use of the KF Advance Hosted Service is limited to the number of User Licenses purchased by Client. Client will not use the Services or Korn Ferry Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (i) create printed and electronic materials derived from or incorporating the text of the Korn Ferry Material (collectively, the “Derivatives”); (ii) reproduce the Derivatives in paper and electronic form; (iii) use and provide access to the Korn Ferry Material and Derivatives for the number of Employees listed on the Order Form; and (iv) use and display the Korn Ferry Material and Derivatives for Client’s internal business purposes only. Absent any additional license, neither the Korn Ferry Material nor the Derivatives may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s). Unless otherwise authorized by Korn Ferry in writing, only Employees may access the Services or utilize the Korn Ferry Material.

3) KF Digital Integrated Solution Deliverables. Each Participant will be granted access to the KF Advance platform to:

Complete one assessment per User License;
Receive their individual Participant Report from the completed assessment;
Complete training Programs in the Participant’s designated learning journey;
Review coaching and reinforcement Materials available on the KF Advance platform for coaching by Participant’s manager.

4) Optional Services. Individual coaching sessions with a Korn Ferry coach are available for an additional fee.

5) Rescheduling of Optional Services. Korn Ferry will schedule and commit personnel and resources to provide the Services. Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers. Client may reschedule the provision of Services by paying the following fees in addition to the associated fees for any Services rendered. These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties. If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below. If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge client a rescheduling fee as set forth below.

a. If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

b. If rescheduling 20 or fewer business days before the scheduled program, meeting or session, rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

c. “Actual Expenses” means amounts Korn Ferry pays to others in anticipation of the Services (e.g., hotels, airlines) that Korn Ferry cannot recover on its termination of the bookings or that Korn Ferry incurs due to changes or cancellations. Korn Ferry will charge Client for costs incurred for any materials Korn Ferry prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

IV. KF INTELLIGENCE CLOUD FOR LEADERS

IIf the Parties are contracting via a COF and the COF includes KF Intelligence Cloud for Leaders, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms.

1) Definitions:

a) “Loop Database” means the Client’s database used for storage of selected public candidates’ Personal Data and the Client’s employee Personal Data.

b) “Participant” means an Employee for whom Client has purchased a User License.

c) “Programs” means Korn Ferry’s training programs and training services available as part of the Services, related Korn Ferry Materials.

d) “Services” means the Subscription Service and Other Services provided pursuant to the COF.

e) “Service Support Level” means the Service Support Level applicable to the Services provided hereunder. Description of the Other Services to be provided based on Service Support Level is located set forth in Service Support Level Details, below.

f) “Subscription Materials” means Korn Ferry Materials, participant materials, facilitator materials and other materials, made available as part of the Subscription Services whether delivered in print or other tangible media or electronically, and all modifications thereto and derivatives thereof.

g) “Subscription Service” means those components of the Intelligence Cloud for Leaders that are under the COF.

h) “User License” means a license acquired by Client for one Employee to use the Services that are for up to a 12-month period, or until the end of the COF Term, whichever occurs first.

2) Upon the execution of the COF, Korn Ferry grants to Client, and Client purchases from Korn Ferry, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the Subscription Materials in accordance with the COF. Use of the Subscription Services and Subscription Materials is limited to the number of Participants purchased by Client. Client will not use the Subscription Materials as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the COF Term client is allowed to: (i) create printed and electronic materials derived from or incorporating the text of the Subscription Material (collectively “Client Modification”); (ii) reproduce the Client Modification in paper and electronic form; (iii) use and provide access to the Subscription Material and Client Modification for the number of Participants listed on the COF; and (iv) use and display the Subscription Material and Client Modifications for Client’s internal business purposes only. Absent any additional license, neither the Subscription Material nor the Client Modifications may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the COF is use of the Client Modifications for annual performance appraisal involving the Participant who is the subject of the appraisal and his/her supervisor(s).

3) Use Restrictions. Client must not, on its own or through a third party: (a) access or use the Subscription Service or the Documentation to design, create or build a service or product that is competitive with the Subscription Service, or which uses ideas, features or functions that are similar to the Subscription Service; (b) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute, lease, rent, loan, or otherwise commercially exploit or make available to any third party the Subscription Service or the Documentation; (c) combine or permit sharing of User Licenses by more than one employee; (d) use the Subscription Service to provide a service bureau; (e) modify, translate, or make derivative works based upon the Subscription Service or the Documentation or any part thereof, or directly or indirectly decrypt, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of the Subscription Service or any portion thereof or its underlying ideas, techniques or algorithms, including the review of data structures or similar materials produced by the Subscription Service; or (f) directly or indirectly use the Subscription Service in violation of any applicable laws.

4) Use Requirements. Where Client selects public candidates sourced through the Service and receives the candidate’s contact information, Client will notify the selected candidate of processing the candidate’s Personal Data via the Consent Manager tool through the Service: (i) identifying the Client and (ii) providing the Client’s privacy policy or notice in compliance with applicable data protection legislation. Client will not conceal its identity nor fail to notify every selected candidate, regardless of the candidate’s location. Client will honor any data subject rights exercised by the candidate. Client’s failure to notify a candidate is a material breach of the COF which gives Korn Ferry the right to terminate access to online products and Client will indemnify Korn Ferry for any claims related to Client’s failure to comply with this provision.

5) Rights Notices. Client will not remove any notices or legends that appear in the Subscription Service, Documentation, or on any output of the Subscription Service, that either identify Korn Ferry as the owner, or provide notice of the confidential and proprietary nature of the materials and their contents, including copyright notices, trademark symbols and notices, and notices that the materials are “confidential” or “proprietary.” Client’s obligation not to remove any notices applies in all circumstances, including when Client copies or distributes materials as permitted by the COF.

6) Maintenance and Technical Support. Korn Ferry may install software updates, bug fixes, upgrades and error corrections in the Subscription Service as Korn Ferry deems necessary from time to time, provided that the updates or installations are not inconsistent with the COF.

7) Suspension of Access to Subscription Service. Korn Ferry may suspend Client’s access to the Subscription Service: (a) to prevent damage to, or degradation of, Korn Ferry’s network integrity; (b) if Client has failed to pay any amounts for thirty (30) days after Korn Ferry notifies Client of past due amounts; (c) if Client has breached the COF in a way that affects Korn Ferry’s provision of the Subscription Service or infringes on Korn Ferry’s or any third party’s intellectual property rights; or (d) if Client violates applicable laws, any obligations of confidentiality or privacy to any third party, or governmental regulations, or is subject to a court order requiring suspension. If suspended, Korn Ferry will promptly restore use of the Subscription Service to Client after the event giving rise to the suspension has been resolved to Korn Ferry’s reasonable satisfaction. Any accounts that are restored after suspension under subsections (b), (c) or (d) may be subject to Korn Ferry’s then-current reactivation fees. Client is not entitled to a refund or credit on any fees if access to the Subscription Service is suspended under subsections (b), (c) or (d).

8) DCT and Upload Mapping. If Client receives Data Feed Integration Services as listed in the Service Level Support details in Appendix A, which includes use of the Data Collection Tool (“DCT”) and upload mapping, the following terms and conditions apply:

a) Client Data. Delivery of some offerings are contingent on timely submission of Client Data to Korn Ferry. “Client Data” means job title, division, business units, functions, location, representation of salary and benefits, gender, and any other data extracted from Client’s HR systems submitted via digital file(s) to Korn Ferry related to incumbents in Client’s organization. Submission of Client Data will be in accordance with Korn Ferry’s schedule as communicated to Client. Despite Korn Ferry’s review, the client remains accountable for the accuracy, completeness, and adequacy of their data. Problems, omissions or errors relating to information quality and/or delays in providing such information may result in a delay in the project delivery date, and/or an increase in fees.

b) Client represents and warrants that it owns Client Data, has the right to provide Client Data to Korn Ferry as contemplated under the Agreement and the COF.

c) Client Data will be treated in accordance with Korn Ferry’s Global Privacy Policy, which is available on Korn Ferry’s website and incorporated into the COF by reference. Korn Ferry may archive, manipulate, use and include Client Data in Korn Ferry’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide Korn Ferry’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Client permits Korn Ferry to include Client’s company name as a participant in products and services.

9) Third Party Content. Client acknowledges that data (e.g., public candidates and skills) accessed and processed through the Services is provided from third party sources, owned by the third party sources, and is not owned or controlled by Korn Ferry (“Third Party Content”). Client’s employees’ and selected public candidates’ Personal Data in the Client’s Loop Database (“Loop Data”) will be owned by Client. Korn Ferry certifies its understanding that it is restricted from selling, or disclosing in exchange for consideration, Loop Data to any third party.

10) Proprietary Rights. The Subscription Service, the Korn Ferry Data, and any modifications, configurations, enhancements or derivative works thereof to any of the foregoing (including all intellectual property rights in or to any of the foregoing), are and remain the exclusive property of Korn Ferry or its licensors. No licenses or rights are granted to Client except for the limited rights expressly granted in the COF.

11) Intelligence Cloud for Leader. Each Participant will be granted access to the Intelligence Cloud for Leaders (“IC”) platform in English to:

a) Access Profile Manager, Content Library and Development Content;

b) Access Talent Market Analytics;

c) Access Internal Mobility and external sourcing

12) Optional Subscription Services. KF Pay and KF Architect are available for an additional fee.

V. KF PAY

If the COF includes KF Pay, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Client Data” means job title, division, business units, functions, location, representation of salary and benefits, gender, and any other data extracted from Client’s HR systems submitted via digital file(s) to Korn Ferry related to incumbents in Client’s organization.

b) “Service Support Level” means the Service Support Level selected by Client and set forth on the COF. Description of the Other Services to be provided based on Service Support Level is located here.

2) Subscription. The Subscription is limited, non-exclusive, non-transferable, and for Client’s internal use only. All offerings include unlimited access for unlimited users during the Subscription Period. Korn Ferry will provide a unique password to each user; these are Korn Ferry confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify Korn Ferry of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

3) Service Period. Survey source services included under the Service Support Level of the Pay Data Aggregation tool will begin on the Start Date of the COF and continue for the Term. Client must use all survey source services purchased under this COF by the end of the Term. Client will forfeit, and will not receive a refund or credit for any unused survey source services. Additional survey source services may be purchased separately at any time during the Term by email order. Korn Ferry will invoice the additional survey source services purchased on a monthly schedule.

4) Client Data.

a) Delivery of KF Pay offerings is contingent on timely submission of Client Data to Korn Ferry. During the Term, Client must provide compensation and benefits data to Korn Ferry annually and within 60 days from receiving the data from Korn Ferry, in Korn Ferry’s required format at the level of use (e.g., if a Client subsidiary purchases data to be used throughout the entire company, Client must provide data for the entire company). Submission of Client Data will be in accordance with Korn Ferry’s schedule as communicated to Client. Despite Korn Ferry’s review, the client remains accountable for the accuracy, completeness, and adequacy of their data. Problems, omissions or errors relating to information quality and/or delays in providing such information may result in a delay in the project delivery date, and/or an increase in fees. Client’s failure to submit Client Data is a material breach of the Agreement which gives Korn Ferry the right to terminate access to online products and charge our non-participant rate (3 times the Fees set forth in the COF).

b) Client represents and warrants that it owns Client Data, has the right to provide Client Data to Korn Ferry as contemplated under the Agreement, and Client’s provision of Client Data will not violate any third party’s rights. Client’s Data must not infringe upon the rights of others, must not contain any unlawful content. Client Data must not include any sensitive personal information unless Client has the right to provide such information.

c) Client Data will be treated in accordance with Korn Ferry’s Global Privacy Policy, which is available on Korn Ferry’s website and incorporated into the Agreement by reference. Korn Ferry may archive, manipulate, use and include Client Data in Korn Ferry’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide Korn Ferry’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Client permits Korn Ferry to include Client’s company name as a participant in products and services.

d) Korn Ferry’s use of Client Data as described herein is not prohibited by any confidentiality provisions of the Agreement, any non-disclosure or other Agreement between the Parties.

5) Products and Services. Korn Ferry will provide the Other Services based on the Service Support Level set forth on the COF.

6) The Data Aggregation price, if applicable, reflects a global subscription and is only available for countries/regions with a corresponding and active KF Pay Premium or Total Reward Subscription. Data Aggregation Service Level prices reflect the fees associated for all survey sources managed on Korn Ferry Pay and must be purchased separately by country. Only one service level can be purchased per country.

7) KF Pay consists of master pay database, Rewards Benchmark, Rewards Health Check, access to the country’s standard and industry report (reports vary by country; reports are not updated during an annual subscription period), and access to the KF Pay tool.

8) A Peer Group is a group of organizations selected by Client for use in obtaining relevant remuneration information for that predefined list of organizations. Every Peer Group must contain a minimum of 10 organizations. Client may create up to 20 peer groups per country subscription during the term of this contract.

9) Client will not download, copy, publish, disclose, create derivative works of, disassemble, decompile or otherwise attempt to reverse engineer Korn Ferry Materials, nor will Client permit any other person to do so. Client will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of the Korn Ferry Materials or any copy thereof. Except as specifically authorized by Korn Ferry in advance in writing, Client may not use the Korn Ferry Materials for any other purpose for itself or for any third party. Client may not pass any data or Korn Ferry Materials to third parties or load data into third party systems until Client and the third party have signed Korn Ferry’s standard non-disclosure agreement. Client will be liable for all violations of these restrictions by its Employees, subcontractors, or agents.

VI. KF PROFILE MANAGER

If the COF includes KF Profile Manager, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

b) “User License” means a license acquired by Client for one Employee to use the Service described herein.

2) Grant of License. Upon the execution of the COF and payment of the Subscription Fee, Korn Ferry grants to Client, and Client purchases from Korn Ferry, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the KF Profile Manager portion of the Hosted Service during the Term and in accordance with the Agreement. Use of the KF Profile Manager Hosted Service is limited to the number of User Licenses purchased by Client. Client will not use the Services or Korn Ferry Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (i) create printed and electronic materials derived from or incorporating the text of the Korn Ferry Material (collectively, the “Derivatives”); (ii) reproduce the Derivatives in paper and electronic form; (iii) use and provide access to the Korn Ferry Material and Derivatives for the number of Employees listed on the Order Form; and (iv) use and display the Korn Ferry Material and Derivatives for Client’s internal business purposes only. Absent any additional license, neither the Korn Ferry Material nor the Derivatives may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s). Unless otherwise authorized by Korn Ferry in writing, only Employees may access the Services or utilize the Korn Ferry Material.

4) DCT and Upload Mapping. If Client purchases any Subscription Setup and Support as listed in the Service Level Support details for Profile Manager that includes DCT and upload mapping, the following terms and conditions apply:

b) Client represents and warrants that it owns Client Data, has the right to provide Client Data to Korn Ferry as contemplated under the Agreement and this SOW, and Client’s provision of Client Data will not violate any third party’s rights. Client’s Data must not infringe upon the rights of others, must not contain any unlawful content. Client Data must not include any sensitive personal information unless Client has the right to provide such information.

c) Client Data will be treated in accordance with Korn Ferry’s Global Privacy Policy, which is available on Korn Ferry’s website and incorporated into this SOW by reference. Korn Ferry may archive, manipulate, use and include Client Data in Korn Ferry’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide Korn Ferry’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Client permits Korn Ferry to include Client’s company name as a participant in products and services.

d) Korn Ferry’s use of Client Data as described herein is not prohibited by any confidentiality provisions of the Agreement, this SOW, any non-disclosure or other agreement between the Parties.

VII. KF SELECT

If the COF includes KF Select, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Assessment Period” means the period of time beginning on the Start Date on the COF or the ordering of the Assessments and continuing for one year.

b) “Report” means a report provided to Client as part of the Assessment Services.

4) Products and Services. Korn Ferry will provide the Other Services based on the Service Support Level set forth on the COF.

VIII. KF SELL (FOR MICROSOFT DYNAMICS)

If the COF includes KF Sell (for Microsoft Dynamics), the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions

a) “Administrator License” means a limited type of user license used by a Client’s CRM Administrator(s) or sales operations or business operations support that provides administrative permissions to the KF Sell application to configure features, such as but not limited to: Business Rules, user permissions, custom Scorecards, custom dashboards. Administrator Licenses will not grant administrative permissions for Client’s CRM.

b) “Client’s CRM” means the KF Sell compatible customer relationship management system Client uses to host KF Sell.

c) “KF Sell” means Korn Ferry’s proprietary application that Participants may use via Client’s CRM.

d) “Participant” means an Employee for whom Client has purchased a User License for KF Sell or a license to be trained in one or more Programs, as applicable.

e) “Programs” means Korn Ferry’s training programs and training services, including all Program Materials.

f) “Program Materials” means participant materials, facilitator materials and other course materials, whether delivered in print or other tangible media or electronically, and all modifications thereto and derivatives thereof.

g) “Service Support Level” means the Service Support Level applicable to the Services provided hereunder. The Other Services to be provided based on Service Support Level are described here

h) “User License” means a license purchased by Client for one Employee to use KF Sell during the Subscription Period.

2) KF Sell and Learning Library Description. Each Participant may access KF Sell via Client’s CRM to input and review data for Client’s internal business purposes. Each KF Sell User License also includes Participants’ ability to access Programs related to KF Sell via Korn Ferry’s KF Learn platform (“Learning Library”). Client may reassign up to 5% of User Licenses purchased during the Initial Term (as defined below) from Employees who are no longer employed by Client or no longer have direct selling positions with Client, to their replacement Employee(s), provided that Client informs Korn Ferry in writing (email sufficient) of such reassignment(s). Access to the KF Learning Library may not be shared or otherwise reassigned after a Participant has accessed the Learning Library, except as permitted in the previous sentence.

3) Grant of License. Subject to Client’s timely payment of applicable fees, Korn Ferry grants to Client, and Client purchases from Korn Ferry, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use KF Sell during the Subscription Period and in accordance with this Agreement (the “KF Sell License”). Use of KF Sell is limited to the number of User Licenses purchased by Client. During the Subscription Period, Client may: (a) create printed and electronic materials derived from or incorporating the text of the Korn Ferry Materials (collectively, the “Derivatives”); (b) reproduce the Derivatives in paper and electronic form; (c) use and provide access to the Korn Ferry Materials and Derivatives for the number of Employees with User Licenses; and (d) use and display the Korn Ferry Materials and Derivatives for Client’s internal business purposes only. Except as the Parties otherwise agree in writing, Client may not use the Korn Ferry Materials or the Derivatives in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under this Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s). Unless Korn Ferry otherwise authorizes in writing, only Employees may access the Services or utilize the Korn Ferry Materials or Derivatives.

4) Data Security and Service Level Commitment. Notwithstanding anything to the contrary in the SaaS Terms, the Data Security Provisions (Appendix A to SaaS Terms) and Service Level Commitment (Appendix B to SaaS Terms) do not apply to the KF Sell application as hosted on Client’s CRM. Data security and service level (e.g. uptime) commitments will be governed by Client’s agreement with Client’s CRM provider. The Service Level Commitment (Appendix B to SaaS Terms) applies to the following KF Sell components that operate in Korn Ferry’s Intelligence Cloud environment: (i) PDF Generator; (2) administrator’s ability to update a rule; (3) updates of rule result; and (4) opportunity metric updates.

5) Data Usage and Storage.

a) Client Data. Client Data includes information or data that Client inputs or uploads into the Hosted Service during the Subscription Period (the “Client Data”). Submission of Client Data is required to use items licensed under this Agreement. Client Data will be treated in accordance with Korn Ferry’s Global Privacy Policy, which is available on Korn Ferry’s website and incorporated into the Agreement by reference. Korn Ferry may archive, manipulate, use and include Client Data in Korn Ferry’s databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide Korn Ferry’s products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Korn Ferry’s use of Client Data as described herein is not prohibited by any confidentiality provisions of this Agreement, any non-disclosure or other agreement between the Parties.

b) Client represents and warrants that: (a) it owns Client Data; (b) it has the right to provide Client Data to Korn Ferry as contemplated under this Agreement; (c) Client’s provision of Client Data will not violate any third party’s rights; (d) Client Data does not contain any unlawful content; and (e) Client Data does not include any sensitive personal information unless Client has the right to provide such information.

c) Personal Data. Participants may access other Hosted Services as part of their User License, including access to eLearning Programs. Access to such Programs will require sharing of certain Personal Data with Korn Ferry’s third party Learning Management System (“LMS”) provider(s). Such Personal Data may include username, email address, first and last name. Personal Data will be processed and protected in accordance with the Appendix A to SaaS Terms (Data Security Provisions), and the DPE, attached as Exhibit A to the General Terms and Conditions.

d) Korn Ferry Data. Korn Ferry may collect metrics and usage data arising out of Client’s use of the Hosted Service which may be used to provide additional services and reporting to Client. Korn Ferry may also aggregate and analyze any metrics and usage data collected pursuant to this Section (collectively, the “Korn Ferry Data”). The Korn Ferry Data will be de-identified to exclude any personally identifiable information. Korn Ferry will not use the Korn Ferry Data in a way that identifies Client or an individual as the source of any Korn Ferry Data. Provided Korn Ferry complies with the two immediately preceding sentences, Korn Ferry Data does not constitute Client’s Confidential Information and Korn Ferry may use, reproduce, distribute, and prepare derivative works from the Korn Ferry Data and may provide the Korn Ferry Data to third parties.

e) Proprietary Rights. The Hosted Service, the Korn Ferry Data (excluding any Client Data included therein), and any modifications, configurations, enhancements or derivative works thereof to any of the foregoing (including all intellectual property rights in or to any of the foregoing), are and remain the exclusive property of Korn Ferry or its licensors. No licenses or rights are granted to Client except for the limited rights expressly granted in this Agreement.

f) Data Usage and Storage in CRM Application.

i) Data Reporting from Client. Korn Ferry may request that Client run and provide Korn Ferry reports from KF Sell in order to provide certain services to Client. Such reports may include opportunity owner name and statistical data such as usage, success rates, opportunity status information including updates and position, successful actions, aggregated win/loss percentages, position analysis and other data. This information may be used by Korn Ferry to assist Client with adoption, reinforcement, analyzing ROI, tracking progress and change management, or in periodic review meetings as agreed by the Parties. Client’s decision to not provide requested reports to Korn Ferry may hinder Korn Ferry’s ability to provide certain consulting services and assistance with KF Sell.

ii) Data from CRM Provider. Korn Ferry may access data made available by Client’s CRM provider. To the extent any data provided by Client’s CRM Provider contains Personal Data, for which the CRM provider acts as the data controller or equivalent, Korn Ferry will treat such Personal Data in accordance with its global privacy policy and may use such information to contact Client about the products or Services.

iii) Client Data Backup. Client is responsible for maintaining, backing up, retaining and exporting Client Data retained in KF Sell, in accordance with the terms and resources available in Client’s CRM.

6) Service and Support. Client must contact Korn Ferry for technical support for KF Sell. Client’s CRM Provider disclaims any responsibility for providing support services for KF Sell.

a) Korn Ferry will provide support to Client’s CRM administrator through the Korn Ferry Digital Global Support Team Monday through Friday 9 am – 5 pm US ET except Korn Ferry Holidays. Client’s CRM administrator(s) will be responsible for providing direct support to Client Participants.

b) Issues should be reported by the Client’s CRM administrator to the Global Support Team via email. The Global Support Team will respond to inquiries for support within one (1) business day. The Global Support Team will have access to KF Sell subject matter experts within global support and the Korn Ferry software development team should issues require escalation for additional troubleshooting and resolution. All support services will be provided in English. Korn Ferry will provide the Global Support contact email to Client upon engagement launch.

c) Korn Ferry may require access to Client’s CRM or the application to provide application level support. If Client declines to give such access, Korn Ferry’s ability to provide application level support may be limited.

7) Client Obligations. Client represents and warrants that it has an active agreement with Client’s CRM provider that includes all rights necessary to use Client’s CRM, and that entering into this Agreement will not breach any agreement to which Client is a party. Client will provide all information necessary for Korn Ferry to provide the Services, which may include but is not limited to address and system where the CRM and KF Sell will be installed (i.e. Tenant ID and location) and any other necessary account information for Client’s CRM.

8) Term and Termination. This Section 8 of these Product Specific Terms apply to KF Sell in lieu of Section 6 (Term and Termination) of the SaaS Terms.

a) Notwithstanding anything to the contrary in the Agreement, the KF Sell subscription may not be terminated for convenience. The initial subscription period begins on the Start Date and continues for three (3) years (unless a different End Date is set forth on the COF) (the “Initial Term”). Thereafter, subscriptions will automatically renew for additional three (3) year terms (each a “Renewal Term”) at Korn Ferry’s then-current rates unless either party provides notice of termination at least sixty (60) days prior to the expiration of the then-current term (the Initial Term and any Renewal Terms are collectively the “Subscription Period”). Client’s termination notice must include written verification, executed by a corporate officer, that all Korn Ferry Materials and Derivatives: (a) are no longer being used by Client; and (b) have been destroyed in accordance with this Agreement. Client is responsible for all Fees due until the effective date of termination.

b) Additional User Licenses. Client may request additional User Licenses during the Subscription Period in writing (email or change order), only at 6-month intervals beginning 6 months after the Effective Date, and a minimum of 10 additional User Licenses must be purchased at a time. Following Korn Ferry’s written confirmation (email confirmation for email orders, or countersigned change order) of the request, Korn Ferry will invoice Client the applicable Fee. Additional User Licenses will be invoiced in an amount pro-rated for the remainder of the current Term. Additional User Licenses will be activated upon Client’s placing an order, and access will be granted for the remainder of the then current Term and will renew concurrently with the other User Licenses.

c) Except as set forth in Section 8(d) (Termination of CRM Provider Relationship) below or if Client terminates due to Korn Ferry’s uncured material breach of the Agreement, fees are non-contingent, non-transferable, and non-refundable. Client will not be entitled to receive any refund or credit for Services not utilized during the Subscription Period.

d) Termination of Client’s CRM Provider Relationship.

i) If Client’s access to Client’s CRM is suspended by Client’s CRM provider for any reason, the KF Sell License and right to access KF Sell will be suspended immediately for the same duration. If Client’s agreement with Client’s CRM provider terminates or expires for any reason, the KF Sell License will terminate simultaneously with termination of Client’s right to use Client’s CRM. Suspension or termination of Client’s CRM agreement will not create any liability of Korn Ferry or Client’s CRM provider for any refund or damages.

ii) If Client’s CRM provider terminates its agreement with Korn Ferry, or otherwise no longer permits the use of KF Sell on its platform, Korn Ferry may terminate the KF Sell License upon seventy-five (75) days written notice.

iii) If the KF Sell License is terminated under Section 8(d)(i), Client will not be entitled to receive any credit or refund of prepaid Fees for the remaining, unused portion of the Subscription Period.

iv) If the KF Sell License is terminated under Section 8(d)(ii), Korn Ferry will, as Client’s sole and exclusive remedy, provide a pro-rated refund for the unused portion of the Subscription Period.

e) Effects of Termination. Upon the termination or expiration of the KF Sell License or the Agreement as a whole, for any reason: (a) Client and Participants may not access the applicable Hosted Service; and (b) all amounts owed to Korn Ferry under the Agreement will become immediately due and payable. The following provisions of the SaaS Terms will survive any termination of the Agreement: 2.3 (Proprietary Rights), 3 (Data), 4 (Fees). The following provisions of these Product Specific Terms will survive any termination of the Agreement: 5 (Data Usage and Storage), 8(d) (Termination of Client’s CRM Provider Relationship).

9) Rescheduling of Optional Services. Korn Ferry will schedule and commit personnel and resources to provide Services ordered by Client. Korn Ferry understands that Client’s business conditions may change; however, rescheduling or cancelling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers. Client may reschedule or cancel the provision of Services by paying the following fees in addition to the associated fees for any Services rendered. These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling or cancellation, and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties. If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below.

a) If rescheduling or cancelling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling or cancellation.

b) If rescheduling or cancelling 20 or fewer business days before the scheduled program, meeting or session, cancellation/rescheduling fees will be calculated based on the number of business days’ notice provided as shown in the table below, plus Actual Expenses incurred.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

c) “Actual Expenses” means amounts Korn Ferry pays to others in anticipation of the Services (e.g., hotels, airlines) that Korn Ferry cannot recover on its termination of the bookings or that Korn Ferry incurs due to changes or cancellations. Korn Ferry will charge Client for costs incurred for any materials Korn Ferry prepares (e.g., for events, workshops, meetings) if the engagement is not rescheduled within two months of the original date.

IX. KF SELL (For Salesforce)

If the COF includes KF Sell, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1) Definitions:

a) “Administrator License” means a limited type of user license used by a Client’s CRM Administrator(s) or sales operations or business operations support that provides administrative permissions to the KF Sell application to configure features, such as but not limited to: Business Rules, user permissions, custom Scorecards, custom dashboards. Administrator Licenses will not grant administrative permissions for Client’s CRM.

b) “Client’s CRM” means the KF Sell compatible customer relationship management system Client uses to host KF Sell.

c) “KF Sell” means Korn Ferry’s proprietary application that Participants may use via Client’s CRM.

d) “Participant” means an Employee for whom Client has purchased a User License.

e) “Programs” means Korn Ferry’s training programs and training services available as part of the Services, including all Program Materials.

g) “Service Support Level” means the Service Support Level applicable to the Service. The Other Services to be provided based on Service Support Level are described here.

h) “User License” means a license purchased by Client for one Employee to use the Services during the Subscription Period.

2) KF Sell and Learning Library Description. Each Participant may access KF Sell via Client’s CRM to input and review data for Client’s internal business purposes. Each KF Sell User License includes Participants’ ability to access Programs related to KF Sell via Korn Ferry’s KF Learn platform (“Learning Library”). Client may reassign up to 5% of User Licenses purchased during the Initial Term (as defined below) from Employees who are no longer employed by Client or no longer have direct selling positions with Client, to their replacement Employee(s), provided that Client informs Korn Ferry in writing (email sufficient) of such reassignment(s). Access to the KF Learning Library may not be shared or otherwise reassigned after a Participant has accessed the Learning Library, except as permitted in the previous sentence.

5) Data Usage and Storage.

c) Personal Data. Participants may access other Hosted Services as part of their User License, including access to eLearning Programs. Access to such Programs will require sharing of certain Personal Data with Korn Ferry’s third party Learning Management System (“LMS”) provider(s). Such Personal Data may include username, email address, first and last name. Personal Data will be processed and protected in accordance with the Appendix A to SaaS Terms (Data Security Provisions), and the DPE, attached as Exhibit A to the General Terms and Conditions.

d) Data Reporting from Client. Korn Ferry may request that Client run and provide Korn Ferry reports from KF Sell in order to provide certain services to Client. Such reports may include opportunity owner name and statistical data such as usage, success rates, opportunity status information including updates and position, successful actions, aggregated win/loss percentages, position analysis and other data. This information may be used by Korn Ferry to assist Client with adoption, reinforcement, analyzing ROI, tracking progress and change management, or in periodic review meetings as agreed by the Parties. Client’s decision to not provide requested reports to Korn Ferry may hinder Korn Ferry’s ability to provide certain consulting services and assistance with KF Sell.

e) Usage Data. Korn Ferry may access data made available by Client’s CRM provider regarding usage including access, frequency of use, trends, feature adoption and similar data. Korn Ferry may use such data to provide the Services and for product development and improvement.

f) Client Content Backup. Client is responsible for maintaining, backing up, retaining and exporting Client Content retained in KF Sell, in accordance with the terms and resources available in Client’s CRM.

g) For Salesforce (“SFDC”) users, the following applies:

SFDC has no obligation to retain any Client Content that is stored in custom fields made available to Client as part of the KF Sell application (“Custom Fields”) following the termination of the KF Sell License. Client may request a copy of its Client Content prior to such termination, in which case SFDC will make the Client Content available to Client in accordance with the Documentation for the applicable SFDC Service.

6) Service and Support. Client must contact Korn Ferry for technical support for KF Sell prior to contacting Client’s CRM provider.

a) Korn Ferry support is available to Client’s CRM administrator through the Korn Ferry Digital Global Support Team 24x7 except Korn Ferry Holidays. Client’s CRM administrator(s) will be responsible for providing direct support to Client Participants.

b) Issues should be reported by the Client’s CRM administrator to the Global Support Team via email. The Global Support Team will respond to inquiries for support within one (1) business day. The Global Support Team will have access to KF Sell Subject Matter Experts within global support and the Korn Ferry software development team should issues require escalation for additional troubleshooting and resolution. All support services will be provided in English. Korn Ferry will provide the Global Support contact email to Client upon engagement launch.

7) Client Obligations. Client represents and warrants that it has an active agreement with Client’s CRM provider that includes all rights necessary to use Client’s CRM, and that entering into this Agreement will not breach any agreement to which Client is a party. Client will provide all information necessary for Korn Ferry to provide the Services, which may include but is not limited to Org ID or other account information for Client’s CRM.

8) Term and Termination. This Section 8 of these Product Specific Terms apply to KF Sell in lieu of Section 6 (Term and Termination) of the SaaS Terms.

a) Notwithstanding anything to the contrary in the Agreement, the KF Sell subscription may not be terminated for convenience. The initial subscription period begins on the Start Date and continues for three (3) years (unless a different End Date is set forth on the COF) (the “Initial Term”). Thereafter, subscriptions will automatically renew for additional three (3) year terms (each a “Renewal Term”) at Korn Ferry’s then-current rates unless either party provides notice of termination at least sixty (60) days prior to the expiration of the then-current term (the Initial Term and any Renewal Terms are collectively the “Subscription Period”). Client’s termination notice must include written verification, executed by a corporate officer, that all Korn Ferry Materials and Derivatives: (i) are no longer being used by Client; and (ii) have been destroyed in accordance with the Agreement. Client is responsible for all Fees due until the effective date of termination.

b) Additional User Licenses. Client may request additional User Licenses during the Subscription Period in writing (email or change order) only at 6-month intervals beginning 6 months after the Effective Date, and a minimum of 10 additional User Licenses must be purchased at a time. Following Korn Ferry’s written confirmation (email confirmation for email orders, or countersigned change order) of the request, Korn Ferry will invoice Client the applicable Fee. Additional User Licenses will be invoiced in an amount pro-rated for the remainder of the current Term. Additional User Licenses will be activated upon Client’s placing an order, and access will be granted for the remainder of the then current Term and will renew concurrently with the other User Licenses

d) Termination of CRM Provider Relationship.

i) If Client’s access to Client’s CRM is suspended by the Client’s CRM provider for any reason, the KF Sell License and right to access KF Sell will be suspended immediately for the same duration. If Client’s agreement with Client’s CRM provider terminates or expires for any reason, the KF Sell License will terminate simultaneously with termination of Client’s right to use Client’s CRM. Suspension or termination of Client’s CRM agreement will not create any liability of Korn Ferry or Client’s CRM provider for any refund or damages.

ii) If Client’s CRM provider terminates its agreement with Korn Ferry (if applicable), or otherwise no longer permits the use of KF Sell on its platform, Korn Ferry may terminate the KF Sell License upon 15 days written notice.

iii) If Korn Ferry and Client’s CRM provider mutually agree to discontinue KF Sell via the Client’s CRM, Korn Ferry may terminate the KF Sell License upon 60 days written notice.

iv) If the KF Sell License is terminated under Section 8(d)(i), Client will not be entitled to receive any credit or refund of prepaid Fees for the remaining, unused portion of the Subscription Period.

v) If the KF Sell License is terminated under Section 8(d)(ii) or 8(d)(iii), Korn Ferry will, as Client’s sole and exclusive remedy, provide a pro-rated refund for the unused portion of the Subscription Period.

e) Effects of Termination. Upon the termination or expiration of the KF Sell License or the Agreement as a whole, for any reason: (i) Client and Participants may not access the KF Sell Service or related Hosted Service; and (ii) all amounts owed to Korn Ferry under the Agreement will become immediately due and payable. The following provisions of the SaaS Terms will survive any termination of the Agreement: 2.3 (Proprietary Rights), 3 (Data), 4 (Fees). The following provisions of these Product Specific Terms will survive any termination of the Agreement: 5 (Data Usage and Storage), 8(d) (Termination of Client’s CRM Provider Relationship).

9) Rescheduling of Optional Services. Korn Ferry will schedule and commit personnel and resources to provide the Services. Korn Ferry understands that Client’s business conditions may change; however, rescheduling on short notice impacts Korn Ferry’s business and its ability to provide outstanding service to all of its customers. Client may reschedule the provision of Services by paying the following fees in addition to the associated fees for any Services rendered. These fees are a genuine pre-estimate of Korn Ferry’s losses as a result of such rescheduling and are reflective of the value of the lost bookings for Korn Ferry for the time scheduled and fees which otherwise have been earned by the team leader, team members and other resources, and are not penalties. If Client fails to provide Korn Ferry with documentation, information, or access to its personnel that impacts Korn Ferry’s ability to meet the completion date or Client otherwise delays the completion date, Korn Ferry reserves the right to charge Client a rescheduling fee as set forth below.

a) If rescheduling more than 20 business days before the scheduled program, meeting or session, Client will pay the Actual Expenses incurred as a result of the rescheduling.

		Length of Program
		Less than 1 day	1-2 days	3-5 days
Notice from Client (business days)	16-20	0	0	25%
	11-15	0	25%	50%
	6-10	0	50%	75%
	3-5	50%	75%	75%
	Less than 3	100%	100%	100%

X. SCOUT

If the COF includes Scout, the following additional terms and conditions apply to such Service(s), in addition to the General Terms and Conditions and SaaS Terms:

1. Definitions:

b) “User License” means a license acquired by Client for one Employee to use the Service described herein.

2. Grant of License. Upon the execution of the COF and payment of the Subscription Fee, Korn Ferry grants to Client, and Client purchases from Korn Ferry, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the Scout portion of the Hosted Service during the Term and in accordance with the Agreement. Use of the Scout Hosted Service is limited to the number of User Licenses purchased by Client. Client will not use the Services or Korn Ferry Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (a) create printed and electronic materials derived from or incorporating the text of the Korn Ferry Material (collectively, the “Derivatives”); (b) reproduce the Derivatives in paper and electronic form; (c) use and provide access to the Korn Ferry Material and Derivatives for the number of Employees listed on the Order Form; and (d) use and display the Korn Ferry Material and Derivatives for Client’s internal business purposes only. Absent any additional license, neither the Korn Ferry Material nor the Derivatives of the Content Library may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s). Unless otherwise authorized by Korn Ferry in writing, only Client’s Employees may access the Services or utilize the Korn Ferry Material.

3. Each user will have a unique password; these are Korn Ferry confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify Korn Ferry of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

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Software as a Service Terms and Conditions