YOUR USE OF THE PROPRIETARY HRnFLEX SERVICE OFFERED AT HRnFLEX.COM (THE “SERVICE”), IS SUBJECT TO THESE TERMS OF SERVICE. IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“AGREEMENT”) WITH SHARE TREATS INNOVATION CORPORATION, AND ITS SUBSIDIARIES AS APPLICABLE (COLLECTIVELY, “HRnFLEX”, "WE", "US", AND "OUR"). IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE. The HRnFLEX Data Processing Agreement (DPA), are incorporated herein by reference. This Agreement governs your use of the Service however accessed, including via an internet browser, smartphone, tablet, or other internet connected device. By signing up for the Service on behalf of a customer of HRnFLEX, you confirm that (a) you are duly authorized to represent the legal entity under which the customer operates and any affiliates of the customer who will be using the Service under the customer, (b) you accept the terms of this Agreement on behalf of such legal entity and its affiliates, and (c) any references to “you” in this Agreement refer to such legal entity, its affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on the Service that occurs under your account.

• The Service

• Term and Termination

• Modification of Service or this Agreement

• Usage Rights; Restrictions; Support

• Payment Terms; Automatic Renewal

• Intellectual Property Rights

• Publicity

• FlexBen Purchasing Terms

• Warranties and Limitation of Liability

• Security Breach

• Indemnification

• Governing Law; Jurisdiction

• Compliance with Laws; Disclaimers

• iOS Version

• Additional Services; Third Party Services

• Privacy

• General Provisions

• Contact Information

1.1 The HRnFLEX Service may include additional services that you subscribe to receive directly from or through HRnFLEX (“Additional Services”). Some of these Additional Services have specific additional terms that apply to your use of those Additional Services (the “Additional Terms”), and those Additional Terms become part of this Agreement. In the event an Additional Term directly conflicts with any term in this Agreement, the Additional Term will apply to your use of the Additional Services instead of the term contained in this Agreement. For the avoidance of doubt, any reference to the Service in this Agreement will include the Additional Services.

2.1 Term. This Agreement will remain in effect (a) for as long as you have an active subscription for the Service or (b) if you elect to use the Service for a free trial period, and do not purchase a subscription before the end of such period, until the end of the free trial period (the "Term").

2.2 Start Date and Renewal. Subscriptions purchased by you commence on the start date specified when you complete the initial payment process and continue until terminated. If you add an additional subscription for a new HRnFLEX service or module at a later date, the new service will commence on the start date specified at the time you add the new service and continue until terminated.

2.3 Cancellation. You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time by reaching out to your designated Customer Success Specialist and/or emailing [email protected]

2.4 Suspension and Termination of Service. HRnFLEX may suspend your access to the Service and terminate this Agreement and your use of the Service at any time in the event you materially breach this Agreement (including failure to pay) and you do not cure such breach within 30 days of HRnFLEX providing you with written notice of such breach (including notice by email), or earlier if a specific subscription or Additional Terms provides otherwise. Notwithstanding the foregoing, HRnFLEX may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 4.1, 4.6, or 13 of this Agreement, as determined by HRnFLEX in its sole discretion. HRnFLEX may also downgrade, suspend or terminate your access to the Service without liability, after providing you with 30 days’ advance written notice, if you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 3.1 below. For instances other than non-payment or violation of Sections 4.1 or 13, in the event you cancel one or more of your subscriptions or this Agreement is terminated by HRnFLEX or you, HRnFLEX will not refund to you any prepaid fees that would have covered any future months of your month-to-month subscription or top-up. See Section 5.2 for further details. Notice via email from HRnFLEX will be sent to you at the email address you have provided to us. HRnFLEX reserves the right to manage its customer profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide services to certain groups, parties, industries, companies, or in certain countries, in its sole discretion.

2.5 Data Downloads and Deletion. In the event your subscription is terminated, other than in instances where it is terminated by HRnFLEX for your nonpayment or violation of Sections 4.1 or 13, you will continue to have the ability to download the information provided, inputted, or uploaded to your databases in the HRnFLEX Service by you or on your behalf (“Data”) for 30 days after the effective date of expiration or termination of your subscription. After such 30-day period or if your subscription is terminated due to your nonpayment or violation of Sections 4.1 or 13, HRnFLEX shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, or required pursuant to Additional Terms, delete all of your Data contained in the HRnFLEXService. If you subscribe to the “HRnFLEX Payroll Service” as described in section 15.2, HRnFLEX may maintain your payroll data or other Data for 10 years, as is necessary to fulfill the legal and tax requirements for its payroll services, from the time that it provides a specific payroll service to you or files taxes on your behalf.

2.6 Acceptance. Upon acceptance of the Agreement, use of the Service, and/or completion of the implementation process, you are deemed to have accepted the Service “as-is”. There may be updates to the Service released periodically and your continued use of the Service constitutes acceptance of the most recent version of the Service. If you are unsatisfied with theService for any reason, your sole remedy is to cancel your subscription pursuant to the terms of this Agreement.

3.1 Levels of Service. The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. HRnFLEX reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.

3.2 Modification of Agreement. HRnFLEX may modify or update this Agreement at any time for reasons such as, but not limited to, (a) accounting for changes in laws that are applicable to our Service (b) clarifying any wording or terms (c) accounting for new products or services (d) preventing or addressing any abuse of Services offered etc. In the event HRnFLEX determines it is necessary to make a material modification to this Agreement, you will be provided with 30 days’ notice of such change and asked to affirmatively agree to such modified version of the Agreement. Failure to accept the material modifications may result in termination or suspension of your access to the Service as described in Section 2.4. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes. You may review the most current version of this Agreement at: https://www.HRnFLEX.com/legal/terms-of-service.

3.3 Exclusive Remedy. If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Service.

4.1 Usage Rights. During the Term, HRnFLEX grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Service and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates HRnFLEX to deliver or make available to you any copies of computer programs or any of the software used to provide the Service (the “Software”), whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to use the Service:

• to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by HRnFLEX;

• for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by HRnFLEX in its sole discretion);

• to attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;

• to penetration test, hack or otherwise attempt to test the security of the Software or Service;

• to duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of HRnFLEX;

• with any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or

• to rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.

4.2 Support. HRnFLEX shall: (a) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support, if available, and purchased separately; (b) use commercially reasonable efforts to make the Service available 9am-6pm Monday to Friday, and also limited support during the weekends and holidays (as stipulated in the Cost Estimate or Proposal) hours a day, except for: (i) planned downtime , (ii) any unavailability caused by circumstances beyond HRnFLEX’s or its subcontractors reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), internet service provider failures or delays, or denial of service attacks, or (iii) as necessary to update the Service to ensure its security and integrity, and (c) provide the Service only in accordance with Applicable Law. HRnFLEX’s hours for basic support are 9:00 a.m. to 6:00 p.m., Philippine Time, on weekdays

4.3 Privacy and Security Safeguards. HRnFLEX shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. HRnFLEX shall not (a) disclose your Data for any purpose other than to provide the Service except as compelled by Applicable Law or as you expressly authorize in writing or as otherwise provided in our General Privacy Notice, or (b) access your Data except to provide the Service and prevent or address service or technical problems, at your express request in connection with customer support matters, or as provided in our General Privacy Notice. In the event HRnFLEX is compelled by Applicable Law to disclose your Data, we will provide you with reasonable notice thereof, (in advance, if possible) if permitted by Applicable Law.

4.4 Your Responsibility. You are solely responsible for your Data, and all uses of your Data that occur through your account or any actions taken by your employees, admins, consultants, agents etc. in your account. Access credentials are for use only by you and by your authorized users, in each case in connection with your use of the Service, and you may not sell, transfer, share, or sublicense access credentials to any other person, or permit any other person to do so. You shall maintain the confidentiality of your access credentials and may not transfer them to or allow them to be used by any third party, other than by your authorized users in connection with the use of the Services. If HRnFLEX believes access credentials have been compromised or misused, HRnFLEX may change any or all access credentials or suspend your account.

4.5 You acknowledge that you retain administrative control as to who is granted access to your account with the Service. Each account is controlled by an account owner tied to a specific email address and may also have one or more admins and/or billing admins to help manage the account. HRnFLEX is entitled to rely on communications from the account owner and admins when servicing your account. If a person within your organization requests a change to the account owner, we may attempt to contact the account owner for consent, but to the extent that the account owner does not respond to our communications, is otherwise unavailable, or is no longer affiliated with the company, we will transfer the account owner based on our own internal verification methods and at our sole discretion.

4.6 IF YOU CHOOSE TO USE AND/OR PAY FOR A TRIAL OR TEST ACCOUNT (A LIMITED TIME AND USAGE HRnFLEX ACCOUNT USED FOR TESTING THE SERVICE), YOU AGREE AND ACKNOWLEDGE THAT (A) YOUR TEST ACCOUNT WILL NOT BE USED WITH LIVE OR REAL DATA AND (B) HRnFLEX MAKES NO WARRANTIES OR GUARANTEES REGARDING THE TEST ACCOUNT.

4.7 User Is Responsible for Certain Information and Obligations Relating to the Services & Changes to our privacy policy.

User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.

User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that HRnFLEX reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs HRnFLEX to take on its behalf.

In addition, User is solely responsible for (i) following instructions that HRnFLEX provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.

User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify HRnFLEX. HRnFLEX reserves the right to prevent access to the Services if HRnFLEX has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.

User is responsible for timely providing HRnFLEX with the information required for HRnFLEX to perform the Services. User may furnish such information directly to HRnFLEX or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to HRnFLEX that for any information that User shares with HRnFLEX, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to HRnFLEX, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify HRnFLEX, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to HRnFLEX.

In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by HRnFLEX (or otherwise made available to User by HRnFLEX) for User’s review, and User or its Account Administrators or Authorized Representatives must notify HRnFLEX of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from HRnFLEX.

User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify HRnFLEX of any third-party notices that User may receive which could affect HRnFLEX’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or HRnFLEX in connection with the Services, such as notices from the Bureau of Internal Revenue or other government agencies regarding penalties or errors relating to the Services.

User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to HRnFLEX by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Complete Payroll” or other buttons) or otherwise (e.g., verbally telling a HRnFLEX Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.

5.1 YOUR ASSIGNED CUSTOMER SUCCESS SPECIALIST SHALL CONTACT YOU WITHIN TWO (2) MONTHS PRIOR TO YOUR PAID SUBSCRIPTION ENDING. SHOULD YOU CHOOSE TO RENEW YOUR SUBSCRIPTION, KINDLY ADVISE YOUR CS SPECIALIST. In the event that we cannot contact you for renewal and we have not been contacted in return within 22 days of HRnFLEX’s notice, your access to the Service may be suspended and you will need to update contact your Customer Success Specialist in order to resume use of the Service. There will be no refunds or credits for partial months of service.

5.2 Pricing Adjustments. We may offer you certain discounts if you prepay your month-to-month subscription. If you cancel your subscription, or your subscription is suspended for nonpayment, will no longer qualify for a prepayment discount and you will be charged the difference between the monthly and prepayment discount pricing for the number of months your subscription was active during a prepayment period. If you receive a discount for subscribing to a bundled set of Services (e.g. Core HR, Flex Benefits Administration, and Payroll Services) you will maintain that discount for as long as you are actively subscribed to, and utilizing the bundled Services. If you terminate one of the bundled Services, you will no longer qualify for a bundled discount. If you add a product before the end of your monthly billing cycle, you will be charged at a prorated rate starting on the day the product is added through the end of the billing cycle.

5.3 Fees and Taxes. All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which HRnFLEX may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.

5.4 Subscription Charge Adjustments. HRnFLEX may at any time, upon notice of at least 30 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees. If you have prepaid your month-to-month subscription service, price changes and institution of new charges implemented after your prepayment will go into effect for your next monthly subscription term after the 30 days' notice and the updated fees will be subtracted from your prepayment. If you do not agree to any such price changes, then your sole remedy is to cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies. As stated in 2.3, you are responsible for initiating the cancellation of your subscription to the Service.

6.1 HRnFLEX Rights. As between the parties, HRnFLEX owns and shall retain all right, title and interest in and to (a) the Software and Service including all intellectual property rights therein, and (b) all operational and performance data related to your use of the Service, including, without limitation, which features are used, time spent using the Service, and similar data and metadata created in connection with the Service, together with analysis of such operational and performance data and derived findings, correlations, discoveries, and other insights or learnings derived by HRnFLEX from such analysis (collectively, “Performance Data”). HRnFLEX may collect, use, and disclose all such Performance Data for its business purposes (such as software use optimization, product marketing, industry benchmarking, best practices guidance, recommendations, or similar reports for distribution to and consumption by you and other HRnFLEX customers and prospects, etc.), including by combining and analyzing Performance Data with other data. HRnFLEX shall not disclose Performance Data to any non-affiliated third party unless such Performance Data has been anonymized or de-identified, or is disclosed in aggregated form, in all cases such that Performance Data does not reveal your identity, any of your confidential information, or any personally identifiable information that belongs to you or your employees.

6.2 Your Rights. You retain all right, title and ownership interest in and to your Data. HRnFLEX has no right, title or interest in any personally identifiable information contained in or related to your Data. If you are a consultant to the customer of HRnFLEX and provide services to such customer that include or involve accessing and/or using the Data, you acknowledge that you do not own or have any rights or interests in the Data except as authorized by the customer of HRnFLEX and that such customer is the owner of the Data in the HRnFLEX Service. You further acknowledge and agree that HRnFLEX may follow the instructions of the customer regarding the Data including removing your access to the Data and/or reassigning your roles and permissions related to the Data.

6.3 Feedback. To the extent you provide any suggestions, enhancement requests, recommendations, comments, or other feedback (“Feedback”) about the Service, to HRnFLEX, the Feedback will not be considered confidential or proprietary, and HRnFLEX may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that HRnFLEX shall own all such Feedback, and HRnFLEX and its affiliates, licensees, customers, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to HRnFLEX.

6.4 Marketing Guidelines. During the effectivity term of this contract, You can NOT use any branded materials, promotion collaterals, products, and labels bearing the trademarks or trade names of both STIC and its Partner Brands without prior written consent and approval unless the Partner Brand is already collaborating with you through another Agreement. Provided further that the brand assets provided to you by HRnFLEX is not one and the same as the brand assets provided to you directly by the Partner Brand. For compliance, you must provide required documentation. You shall discuss and mutually agree upon any changes to the brand, trademark, design, and labeling specifications for the products of the platform within the same effectivity term.

You shall be solely responsible for all costs and expenses associated with non-compliance of this cost in respect to implementing any such changes, materials, labels, collateral, or any other applicable items without prior consent from HRnFLEX and its Partner Brands.

6.5 Deliverables. From time to time during the Term, HRnFLEX may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”) for you pursuant to agreement between you and HRnFLEX. HRnFLEX shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. HRnFLEX may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information or any personally identifiable information that belongs to you or your employees.

7.1 Unless otherwise agreed to by you and HRnFLEX, during the Term, HRnFLEX may disclose your company name as a customer of HRnFLEX and/or subscriber to the Service, and you hereby grant HRnFLEX the right to display your company name and logo in HRnFLEX’s marketing materials and on HRnFLEX’s public website, in each case in accordance with any branding guidelines you may provide to HRnFLEX.

8.1 Purchase or Sending of Vouchers. The platform's FlexBen Feature grants your employees the ability to purchase or send digital vouchers and gift cards. We may manage, regulate, control, modify or eliminate any Voucher and/or Gift Card at any time, with or without prior notice. We shall have no liability to you or any third party in the event that we exercised any such rights. The use of the voucher and/or Gift Card commences immediately upon your successful purchase until the validity period expires. We shall have no liability to you in the event of temporary service interruption, maintenance or upgrade by the Service or by the brand merchants. In the event that the system is offline or unavailable, the merchant will not be able to accept the Voucher and/or Gift Card until the system is restored.

8.2 Payment of Fees. You agree to pay all fees and applicable taxes incurred by you or anyone using the Account registered to you. We may revise the pricing of Voucher and/or Gift Card offered through the Service at any time. YOU ACKNOWLEDGE THAT WE ARE NOT REQUIRED TO PROVIDE A REFUND FOR THE SERVICE AFTER SUCCESSFUL PURCHASE FOR ANY REASON.

9.1 Limited Warranty. HRnFLEX represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the documentation and specifications generally provided by HRnFLEX in connection with the Service and any professional services performed for you by HRnFLEX will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.

9.2 2 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, HRnFLEX HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. HRnFLEX DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

9.3 LIMITATION OF LIABILITY. EXCEPT FOR (I) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (III) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY OR PAYABLE TO HRnFLEX FROM YOU PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. THE FOREGOING LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

9.4 Moreover, HRnFLEX shall not be responsible for your non-compliance with the labor code, rules and regulations relating to employment, and other pertinent laws, rules and regulations of the Philippines that you are required to comply with.

10.1 External Breach. In the event of an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a “Security Breach”), that impacts the personal data you maintain through the HRnFLEX Service, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, HRnFLEX will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) as required by Applicable Law, notify you of the Security Breach, its nature and scope, the remedial actions HRnFLEX will undertake, and the timeline within which HRnFLEX expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under Applicable Law.

10.2 Internal Breach. In the event of a Security Breach, as defined by Applicable Law, which is perpetrated by your affiliate, employee, contractor or agent, or due to your failure to maintain your systems, network or Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify HRnFLEX immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.

10.3 Breach Notifications. In the event that either party is required to notify individuals impacted by the Security Breach or regulatory agencies, the notifying party will provide the other party with an opportunity to review and approve the notification for accuracy prior to it being delivered, such approval not to be unreasonably withheld.

11.1 You agree to indemnify, defend and hold harmless HRnFLEX, and its subsidiaries, affiliates, assigns, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with (a) your access or use of the Software, and/or Service in violation of this Agreement, (b) any employment decision or action you take due to information available through or your use of the Service or relating to the inaccuracy or incompleteness of any information you make available to your employees, independent contractors or candidates by or through the Services, including, without limitation, the inaccuracy or incompleteness of any information relating to the actual or proposed compensation of, or equity ownership by, such employees, independent contractors or candidates, (c) User Content or Data provided by you, your end users, or other third parties, (d) your violation or alleged violation of any third party right, including without limitation any right of privacy or any right provided by labor or employment law, and (e) your violation or alleged violation of this Agreement.

11.2 Notwithstanding the foregoing, in no event shall HRnFLEX have any obligations or liability arising from: (a) use of the Software, and/or Service in a modified form or in combination with materials or software not furnished by HRnFLEX, and (b) any User Content, information or Data provided by you, your end users, or other third parties.

11.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnifying party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.

12.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the Republic of the Philippines, without reference to conflict of laws principles. Any legal action or proceeding with respect to this Agreement must be brought in the courts of the Republic of the Philippines

13.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to ensure that your employees’ use and your use of the Service complies with and is in accordance with Applicable Law. In no event shall HRnFLEX be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service

13.2 HRnFLEX does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the Philippines, and any statements made by HRnFLEX to you shall not constitute legal advice.

13.3 You acknowledge that HRnFLEX exercises no control over your specific human resource practices implemented using the Service or your decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Service. You further agree and acknowledge that HRnFLEX does not have a direct relationship with your employees and that you are responsible for all contact, questions, Data updates and collection, with and from your employees. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees’ Data), collection, use, retention and processing of your employees’ Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. HRnFLEX hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service, by you and/or your employees, contractors or agents.

14.1 If you use the iOS version of the Service, you acknowledge the statements set forth in this Section. This Agreement is between you and HRnFLEX only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the functionality or content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty and if you purchased a subscription to the Service through Apple, then you may notify Apple and Apple will refund the purchase price for the relevant Service to you; and, to the maximum extent permitted by Applicable Law, Apple has no other warranty obligation whatsoever with respect to the Service. As between Apple and HRnFLEX, HRnFLEX is responsible for any claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Service to conform to any warranty, subject to the terms of this Agreement. Apple is not responsible for addressing any claims brought by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement.

15.1 The optional geo-location Service is provided in collaboration with Google (“The Provider”), an accredited third-party provider. Activities conducted within the Provider’s platforms are subject to the latter’s terms and conditions, available at its website and/or the platform.

16.1 The provision of the Service will comply with all privacy and data protection laws applicable to our business.

16.2 Through the Platform, User will be able to elect to receive services from partners of HRnFLEX (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. HRnFLEX is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes HRnFLEX to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to HRnFLEX in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to HRnFLEX and for HRnFLEX to provide it to Partners and that HRnFLEX’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local or state laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing HRnFLEX to submit User’s Shared Information to a Partner, User has waived and released any Claim against HRnFLEX and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.

The Platform and the Services may contain links to third-party websites or resources. HRnFLEX provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for and assumes all risk arising from, User’s use of any third-party websites or resources.

17.1 Entire Agreement. This Agreement encompasses the entire agreement between you and HRnFLEX with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.

17.2 Contra Proferentem. No provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement.

17.3 No Waiver. The failure of HRnFLEX to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

17.4 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.

17.5 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.

17.6 Assignment. You may not assign or otherwise transfer (via a change of control or otherwise) any of your rights or obligations under this Agreement without HRnFLEX’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will insure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.

17.7 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. HRnFLEX shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.

17.8 No Third-Party Beneficiaries. Subject to Section 14.1, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

17.9 FAQ Disclaimer. No part or content contained in the FAQs or FAQ videos is intended to be legal advice, contractual, a “meeting of the minds” or binding in nature. FAQs and FAQ videos are intended to be informational and do not create a contract or other binding agreement and should not be considered a substitute for reading and understanding this Agreement. The FAQs and FAQ videos are not guaranteed to be accurate, complete, reliable, current or error-free. In the event of a conflict between this Agreement and the FAQs and/or FAQ videos, the terms of this Agreement will control.

18.1 If you have any questions about the Service or this Agreement, you may call us at (0917)7123153 or email us at [email protected].

HRnFLEX is a registered trademark of Share Treats Innovation Corporation. Share Treats Innovation Corporation 2024. All rights reserved.