Global Payroll Community Terms of Service

These Global Payroll Community Terms and Conditions ("GP Community T&Cs") govern your use of the Global Payroll Community ("GP Community") and form a binding agreement between you and Deel Inc., a Delaware corporation. In these GP Community T&Cs, "Company," "we," "us," and "our" refer to Deel Inc., Both you and we may be referred to individually as a "Party" or collectively as the "Parties."

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Purpose

1.1 The GP Community is a peer-to-peer support channel for businesses looking to navigate and build connections within global payroll. Within the GP Community, you'll find discussions and educational content about global payroll information insights and thought leadership on best practices.

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Access

2.1. Access and Use. To access the GP Community, you will enter certain required information and will identify an administrative contact, including username and password, for your account. In consideration of your use of the GP Community, you are required to maintain and promptly update all information provided by you during your registration process, and any other information you provide to us so that it remains true, accurate, up-to-date and complete at all times.

2.2 We hereby grant you a non-exclusive, non-sublicensable, non-transferable (except as provided herein) right to access and use the GP Community solely for your internal business purposes and in accordance with any documentation or product feature descriptions made available to you by us in tangible or electronic format (collectively “Documentation”).

2.3 Authorised Users. For purposes of these GP Community T&Cs, “Authorised User” means each of your employees, contractors, and other individuals whom you identify to us by name as being authorised to use the GP Community on your behalf. You are responsible for maintaining the confidentiality of all passwords and are responsible for Authorised Users’ compliance with these GP Community T&Cs. You agree to notify us promptly of any actual or suspected unauthorised use of your account, or any other breach or suspected breach of these GP Community T&Cs.

2.4 Updates. We reserve the right to update, upgrade or otherwise modify the GP Community at any time and with or without notice; provided, however, we will provide advance notice of anticipated downtime when possible. We may suspend provision of the GP Community, at any time with reasonable notice (except in emergency cases relating to security or adverse impacts on the GP Community), for security or maintenance purposes or as required by applicable law. We will use commercially reasonable efforts to minimise the duration of any suspension.

2.5 Third-Party Services. The GP Community may allow you to connect to or otherwise interact with one or more third-party service providers (for example, a human resources information system) for purposes permitted by the GP Commnity. Because we do not control such third-party service providers, access to any such third-parties through the GP Community may be implemented, suspended or terminated by us from time to time in our sole discretion, including as may be necessary for security or maintenance purposes or as required by applicable law. It is your sole responsibility to enter into and maintain any agreement between you and any such third party for the provision of their services to you or otherwise, and we are not hereby made a Party to such agreement. To the extent you or your representatives or Authorised Users use the GP Community to transmit any User Content (defined below) to or from any such third party, you direct and authorise us to provide or receive, respectively, such User Content to or from such third party. To the extent you or your representatives or Authorised Users use the GP Community to connect or otherwise interact with any such third party, or have identified or designated any such third party as your third-party service provider, you authorise us to allow such third party to access your User Content as necessary for us to provide the GP Community to you. You acknowledge and agree that such third parties are not our agents, that we are not responsible for their services, compliance, accuracy, actions or omissions or for their maintenance or treatment of your User Content, that we will not be liable for and specifically disclaim liability for any damage or loss caused thereby, that access to such third party does not imply any endorsement by us, and that any of your User Content submitted to such third parties via the GP Community will be governed by your agreement (if any) with such third party. We are not responsible for any disclosure, modification or deletion of User Content resulting from access by such third party.

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Ownership

3.1 Company Properties. As between you and us, the GP Community and all content therein (excluding User Content, defined below) (collectively, the “Company Properties”), any all and all modifications, enhancements, upgrades and updates thereto, and all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights therein (registered or unregistered), are the exclusive property of us and our suppliers. All rights in and to Company Properties are reserved by us and our suppliers. For the avoidance of doubt, these GP Community T&Cs do not grant you any right to copy, transmit, transfer, modify or create derivative works of the Company Properties, or reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Company Properties, or any other right in or to the Company Properties not specifically set forth herein.

3.2 User Content. At our sole discretion, we may provide opportunities for you to participate by creating, providing, sharing and uploading information to the GP Community such as comments, ideas, articles, documents, videos, photos or other data, material or information (individually and collectively "User Content"). You hereby grant us a non-exclusive, worldwide, royaltyfree and fully paid license to use the User Content as necessary for the purpose of providing the GP Community to you. Notwithstanding the foregoing license, we have no obligation to process, render, prepare or produce the User Content in any manner or format other than as described in the Documentation. You are responsible for the accuracy, quality and legality of User Content, the means by which you acquired User Content, your use of User Content with the GP Community and your interoperation of any User Content with the GP Community.

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Privacy

4.1 You acknowledge that the Company may collect and process your Personal Data in connection with the GP Community. The Company shall process such Personal Data as set out in our Privacy Policy.

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Customer Obligations

5.1 Use Restrictions. You will not, and will not permit any Authorised User to: (a) permit any person or entity to access the GP Community, other than Authorised Users to the extent authorised under these GP Community T&Cs; (b) use the GP Community except in accordance with these GP Community T&Cs, the Documentation and applicable law; (c) modify, adapt, alter, or copy the GP Community; (d) sell, resell, license, distribute, rent or lease the GP Community, or include the GP Community in a service bureau or outsourcing offering; (e) use the GP Community to store or transmit any “viruses,” “worms,” “Trojan horses,” “e-mail bombs,” “cancelbots” or other harmful computer code, files, scripts, agents or programs; (f) use the GP Community to store or transmit deceptive, infringing, defamatory or otherwise unlawful or tortious materials, or to store or transmit material in violation of (i) third-party privacy or other rights, or (ii) confidentiality obligations to third parties; (g) access the GP Community in order to build a competitive product or service; (h) interfere with or disrupt the integrity or performance of the Company Properties; or (i) attempt to gain unauthorised access to the Company Properties.

5.2 You may not post or send:

5.2.1 User Content that is abusive, vulgar, obscene, hateful, threatening, defamatory, bigoted, racially offensive, fraudulent, confidential, or that discloses a person's private or personal matters. User Content includes language, information, or images; 5.2.2 political or religious statements or commentary; 5.2.3 "rants," "slams," or legal threats against the Company, another company, or an individual; 5.2.4 off-topic comments not related to enterprise communities or the Company’s services; 5.2.5 any material that you do not have the right to post (such as trade secrets or information subject to an NDA); 5.2.6 language that promotes illegal activity or discusses illegal activities with the intent to commit them; 5.2.7 advertising, promotional materials, or other forms of solicitation including chain letters, pyramid schemes, class action suits, or charitable appeals; 5.2.8 duplicate posts, spam messages, or posts repeated excessively on one or more boards; 5.2.9 messages designed to evade profanity or other filters; 5.2.10 personal information of yours or another person (such as phone numbers, address, personal email address, social security number, medical information, or banking information); 5.2.11 hyperlinks that lead to sites that violate any of the restrictions listed in the GP Community T&Cs; or 5.2.12 any post that impersonates another person or affiliation with a company, including, but not limited to, the Company.

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Confidentiality

6.1 Definition. Each Party may have access to the other Party’s information, which will be deemed “Confidential Information” if identified as such by the disclosing Party or if the information by its nature is normally and reasonably considered confidential, such as information regarding product, methodology, research, customers, business partners, business plans and any information that provides a competitive advantage. Your Confidential Information includes User Content; Confidential Information of the Company includes all non-public aspects of the GP Community and these GP Community T&Cs.

6.2 Exceptions. Confidential Information will not be deemed Confidential Information hereunder if it: (i) is information that becomes generally known to the public through no fault of the receiving party, its affiliates or their agents or representatives; (ii) is or becomes known to the receiving party without restriction from a third party other than as a result of breach of contract or wrongful or tortious act; or (iii) is independently developed by the receiving party without reference to or reliance on the disclosing party’s Confidential Information. Confidential Information may be disclosed to the extent required by applicable law, provided the disclosing party is given reasonable advance notice of such disclosure.

6.3 The receiving party will use the same degree of care as it uses to protect its own Confidential Information of a like nature, but not less than a reasonable degree of care, to (a) prevent use or copying of the disclosing party’s Confidential Information for any purpose other than to perform its obligations or exercise its rights as provided under these GP Community T&Cs, and (b) prevent disclosure of the disclosing party’s Confidential Information other than to its employees (or agents bound by similar confidentiality obligations) with a need to access the Confidential Information for purposes consistent with these GP Community T&Cs.

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Warranties and Disclaimer

7.1 Each Party represents that it has validly entered into these GP Community T&Cs and any resulting agreement and is not subject to any agreements that conflict with the undertakings provided hereunder.

7.2 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE GP COMMUNITY AND ALL COMPANY PROPERTIES ARE PROVIDED “AS IS,” AND THE COMPANY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE GP COMMUNITY OR COMPANY PROPERTIES WILL BE ERROR-FREE OR UNINTERRUPTED. YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS ARISING FROM ANY ADVICE PROVIDED BY US IN CONNECTION WITH THE GP COMMUNITY. IMPLEMENTATION AND ADVISORY SERVICES ARE PROVIDED AT YOUR OWN RISK. FURTHER, ANY CONFLICTING TERM HEREIN NOTWITHSTANDING, WHERE APPLICABLE, COMPLIMENTARY SERVICES ARE ACCEPTED BY CUSTOMER AS-IS AND ARE NOT SUBJECT TO ANY SERVICE LEVEL AGREEMENT OR PRODUCT PERFORMANCE WARRANTIES.

7.3 You hereby warrant that: 7.3.1 you own, or otherwise properly license, the User Content; 7.3.2 you have the full power and authority to make the license grants hereunder; and 7.3.3 the User Content provided to us under these GP Community T&Cs shall comply with any applicable law.

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Indemnification

8.1 You will defend, indemnify and hold harmless us and our officers, directors, employees and agents from and against all claims, damages, losses and external expenses (including reasonable attorneys’ fees) arising out of any claim by any third party to the extent such claim is based on or related to: your use of the GP Community in violation of these GP Community T&Cs, or other than in accordance with any advice, training, materials or resources, or implementation services provided by us in connection with the GP Community; your User Content; or your violation of applicable law or the rights of any third party.

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Limitation of Liability

9.1 EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, USE OR PROFIT, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THESE GP COMMUNITY T&CS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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Termination

10.1 We may terminate or suspend your access to the GP Community immediately, without prior notice or liability to you, in our sole discretion, for any reason whatsoever. Grounds for such termination or suspension may include: (i) breach of these GP Community T&Cs; (ii) fraudulent, harassing, or abusive behavior; or (iii) behavior that is illegal or harmful to other users, third parties or business interests of the Company.

10.2 Sections 3 (Ownership), 6 (Confidentiality), 7 (Warranties and Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 12 (Dispute Resolution), and 13 (Miscellaneous) will survive any termination of these GP Community T&Cs.

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Governing Law

11.1 These GP Community T&Cs will be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions or by the JAMS Rules in the case or arbitrations as outlined below.

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Dispute Resolution

12.1 You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the GP Community will be settled by final and binding arbitration in San Francisco, California, using the English language, before a single arbitrator. Claims involving amounts greater than $50,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Claims involving amounts less than or equal to $50,000 will apply the JAMS Streamlined Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these GP Community T&Cs). Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these GP Community T&Cs will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these GP Community T&Cs, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.

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Miscellaneous

13.1 Notices. Notices to Authorised Users may be made via email. The Company may also provide notices of changes to the GP Community T&Cs or other matters by displaying notices or links to notices to you generally on the GP Community. Any notice that an Authorised User is required or may desire to give to the GP Community and its representatives under or in conjunction with the GP Community T&Cs or any agreement between the parties shall be made via email to the Company at community@deel.com and shall be deemed to have been duly delivered based on the date that the electronic mail is received by the Company mail servers.

13.2 Entire Agreement. The GP Community T&Cs constitute the entire agreement between the Parties concerning the subject matter hereof, and may only be modified by a prior written amendment signed by an authorised representative of the Company, or by the posting by the Company of a revised version, as applicable.

13.3 Severability. If any part of the GP Community T&Cs is held invalid or unenforceable, that part will be construed to reflect the original intent of the parties, and the remaining portions will remain in full force and effect.

13.4 Waiver. A waiver by either Party of any term or condition of the GP Community T&Cs or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

13.5 Assignment. You may not assign your rights under the GP Community T&Cs without prior written consent from an authorised representative of the Company. The Company may assign its rights under the GP Community T&Cs with restriction.

13.6 Third parties. The GP Community T&Cs will be binding upon and inure to the benefit of the Parties, their successors and permitted assigns. You acknowledge and agree there are no third-party beneficiaries to the GP Community T&Cs.

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