Master Subscription Agreement

Last Updated: January 15, 2025

This Master Subscription Agreement governs access and use of the Services offered by Interviewstreet, Inc. or its Affiliates, dba HackerRank (“HackerRank”), and is entered into between HackerRank and the customer entering into a Service Order for, or otherwise registering to use, HackerRank’s Services (“Customer”). The individual accepting this Agreement on behalf of Customer represents and warrants that they have full right and authority to enter into this Agreement on behalf of Customer.

1. Definitions

“Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under  common control with the subject entity, with “control” meaning the direct or indirect control of  a majority of the voting power of the subject entity or the power to direct the management of  that entity. 

“Agreement” means this Master Subscription Agreement together with the Service Order(s) or  other agreements entered into between Customer and HackerRank and any documents or  materials of any nature incorporated into the foregoing. 

“Candidate” means an individual invited by Customer to use the Services as the subject of an  evaluation, screening, and/or assessment by Customer in connection with Customer’s use of the  Services. A Candidate is not deemed a “User” under this Agreement. 

“Customer Data” means all data, information, content, and/or materials that Customer or its  Users or Candidates input or provide through the Services in connection with Customer’s use of  the Services, excluding all Usage Data. 

“Documentation” means any usage guides, product and feature specifications, or technical  documentation that HackerRank makes available in connection with or through the Services. 

“Intellectual Property Rights” means all copyright, trademark, trade secret, patent, publicity or  other similar rights under the laws of any jurisdiction (whether or not registered or issued). 

“Services” means the products and/or services offered by HackerRank and used by Customer. 

“Service Order” means an online order placed or an ordering document entered into by Customer  and HackerRank specifying the Services purchased by Customer and terms applicable thereto.

“Usage Data” means any data derived from use or operation of the Services that collected or  processed in an aggregated and anonymized and/or de-identified format such that Customer and  individual Users and Candidates are not identifiable. 

“User” means Customer’s employees or contractors who are designated and granted access by  Customer to use the Services as permitted by this Agreement. 

2. Term and Service Orders

2.1. Services Term. This term of this Agreement is effective as of the date Customer accepts this  Agreement and will continue until all Service Orders have expired or are terminated in accordance  with this Agreement (the “Services Term”). 

2.2. Service Orders. Customer will order the Services by entering into a Service Order. Service  Orders are non-cancellable except as may be provided for by this Agreement. 

2.3. Adding Services. Customer may purchase additional Services during the Term by entering  into additional Service Orders as HackerRank may require to purchase those additional Services.  The Services Term for additional subscription-based Services will continue coterminous with  Customer’s then-current Services Term. Fees for additional subscription-based Services will be  prorated commensurate with the period of Customer’s then-current Services Term remaining as  of the start date of the additional Services. 

3. Provision and Use of Services

3.1. Access and Use. HackerRank will provide Customer and its Users access to and use of the  Services and Documentation in accordance with the applicable Service Order. Customer and its  Users will use the Services solely for Customer’s internal business purposes and in accordance  with the User rights as permitted by the Agreement. User license must be designated to a single  individual and may not be shared or accessed by multiple individuals or of a generic nature and  person and may only be reassigned during the Services Term to a new User replacing one who  will no longer use the Services. 

3.2. Hosting, Support, Service Levels. HackerRank will host, maintain, and support the Services  in accordance with the service levels set forth in HackerRank’s Service Level Agreement available  at https://www.hackerrank.com/about-us/sla/ and incorporated into the Agreement by  reference. 

3.3. Product Updates. HackerRank may periodically update and/or modify the features and/or  functionality of the Services, provided that any update or modification will not materially diminish  the features or functionality of the Services provided to Customer during the applicable Services  Term.

3.4. Acceptable Use Policy. Customer and its Users may not, or allow any third party to, do any  of the following in connection with Customer’s use of Services: (a) use the Services in violation of  applicable law; (b) take, or attempt to take, any action to damage, disable, or interfere with the  operation or security of the Services or circumvent any security, access controls, or use limits of  the Service or initiate a denial-of-service attack, so`ware virus, unsolicited communication, or  other harmful computer code, file, or program (including Trojan horses, worms, time bombs,  cancelbots, malware, or spyware); (c) cause the Services to process any material, data, or  information that Customer does not have the right to, infringe upon or violate the rights of  HackerRank or any third party, including any Intellectual Property Rights, or to remove or alter  any notices, attribution, or labels of Intellectual Property Rights in the Services or Documentation;  (e) distribute, resell, publicly display, modify, reverse engineer, or create derivative works of any  part of the Services; (f) use the Services for competitive analysis or for the development or  provision of a competing service or product; (g) make modification to Services or combine of the  Services with third party products or services that are not authorized by HackerRank; or (h) violate  any export or re-export control or unauthorized or restricted person laws and regulations  applicable to the use of the Services, including the Export Administration Regulations maintained  by the U.S. Department of Commerce and/or the U.S. Department of Treasury (all the foregoing  being the “Acceptable Use Policy”). 

3.5. Customer Responsibility. Customer is solely responsible for ensuring its Users and its  Customer Data comply with the terms of this Agreement. Any action taken by a User with respect  to the Services will be deemed an action taken by Customer. HackerRank reserves the right (but  will not have the obligation) to monitor use of the Services for compliance with the Agreement. 

4. Fees; Taxes

4.1. Fees. Customer will pay HackerRank all fees for the Services as specified in the applicable  Service Order (“Fees”). Fees are not subject to apportionment and are non-refundable except as  provided for by this Agreement. 

4.2. Invoicing and Payment. HackerRank will invoice Customer for all Fees then-payable. Fees  for each Services Term are due annually upfront and are payable the net number of days from the  invoice date as provided in the Service Order. Fees are payable in U.S. dollars, unless Customer is  registered under the laws of India, in which case Fees are payable in INR. Overdue Fees will bear  interest at the lesser rate of 1.5% per month or the highest rate permitted by applicable law,  calculated daily and compounded monthly. 

4.3. Taxes. Unless stated otherwise in the Service Order or Customer provides HackerRank with a valid tax exempt certificate, all Fees are exclusive of taxes, levies, duties, or similar governmental assessments or charges that may be imposed by applicable authorities in connection with Customer’s purchase of the Services, all of which are the sole responsibility of Customer and will be charged to Customer if HackerRank is required by applicable law or regulation to collect or pay them. Customer’s foregoing payment responsibility excludes any taxes, levies, duties, or similar governmental assessments based on HackerRank’s revenue, income, number of employees, or corporate existence.

5. Data Security and Privacy

5.1. Customer Data Security. HackerRank will use commercially reasonable and industry  standard technical and organizational measures designed to prevent unauthorized access, use,  alteration or disclosure of Customer Data. 

5.2. Personal Data Processing. HackerRank will process any Customer Data that is personal data  or personal information (as defined therein) in accordance with the Data Processing Addendum  available at https://www.hackerrank.com/about-us/data-processing-addendum (the “DPA”)  and incorporated into this Agreement by reference. 

6. Intellectual Property

6.1. Ownership. As between HackerRank and Customer, except for the rights granted by the  Agreement: (a) Customer owns and retains all its rights, title, and interest in and to all Customer  Data and all Intellectual Property Rights therein; and (b) HackerRank, its Affiliates, and its licensors  own and retain all their respective rights, title, and interest in and to all Usage Data and the  Services and all Intellectual Property Rights therein. 

6.2. Customer Data License. Customer grants HackerRank and its Affiliates a worldwide, non exclusive, royalty-free, sublicensable and transferable license solely to: (a) use, host, process,  copy, transmit, and display Customer Data in connection with HackerRank’s performance of its  obligations under this Agreement; and (b) use and incorporate into the Services in perpetuity the  results of any feedback, suggestions, or improvements regarding the Services provided by  Customer. HackerRank acknowledges and agrees that the Feedback is provided by Customer as is, without warranties of any kind. 

7. Confidentiality

7.1. Confidential Information. “Confidential Information” means any information disclosed by  a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing,  that is identified as confidential or should reasonably be understood to be confidential due to the  nature of the information and the circumstances of the disclosure, including Customer Data, and  any non-public information related to the Services or Documentation, software, know-how,  processes, trade secrets, business and marketing plans, technology and technical information,  product plans and designs, business and operational methods, and accounting and financial  records. Confidential Information does not include any information that is: (a) known to the  Receiving Party or within its possession prior to disclosure by the Disclosing Party; (b) made  available to the public through no act or omission of the Receiving Party; (c) disclosed to the  Receiving Party on a non-confidential basis by a third party having the right to make that 

disclosure; or (d) independently developed by the Receiving Party without reference to or  reliance upon the Disclosing Party’s Confidential Information. 

7.2. Confidentiality Obligations. The Receiving Party will keep the Disclosing Party’s Confidential  Information confidential, exercising the same degree of care to do so that the Receiving Party  exercises to keep confidential its own confidential information of similar type and importance,  but no less than reasonable care. The Receiving Party not will disclose Confidential Information  of the Disclosing Party to a third party, except: (a) with the Disclosing Party’s prior written consent;  (b) to the employees, directors, officers, attorneys, accountants, agents, or contractors of the  Receiving Party or its Affiliates who need to know the Confidential Information for purposes  consistent with this Agreement and who have agreed to keep the Confidential Information  confidential under terms no less protective thereof than the terms of this Agreement; or (c) as  required by law or by order of a court or adjudicator of competent jurisdiction, in which case the  Receiving Party will, prior to any disclosure, promptly provide the Disclosing Party with written  notice of the required disclosure such that the Disclosing Party will have the opportunity to  contest or limit the scope of the disclosure and, if disclosure is nonetheless required, will  reasonably cooperate (at the Disclosing Party’s expense) with the Disclosing Party’s reasonable  and lawful requests related thereto. 

8. Representations and Warranties

8.1. Mutual. HackerRank and Customer each represent and warrant that it has full right and  authority to enter into this Agreement and to perform all its obligations and grant all rights it  grants under this Agreement. 

8.2. Services Warranty. HackerRank represents and warrants that: (a) the Services will materially  conform to the specifications of the applicable Service Order and Documentation during the  applicable Services Term; (b) any non-so`ware based professional Services HackerRank performs  will be performed in a professional and workmanlike manner. 

8.3. Disclaimer. EXCEPT AS PROVIDED BY THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND HACKERRANK DISCLAIMS AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY  RELATED TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OTHERWISE, INCLUDING  ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,  NONINFRINGEMENT, TITLE, OR THAT THE SERVICES WILL BE UNINTERRUPTED, COMPLETELY  SECURE, ERROR-FREE, OR MEET ANY PARTICULAR REQUIREMENT OF CUSTOMER. 

9. Indemnification

9.1. Indemnification by HackerRank. HackerRank will indemnify, defend, and hold harmless  Customer and its Affiliates from and against any losses, damages, liabilities, suits, actions, costs,  and expenses, including reasonable attorneys’ fees (together, “Losses”) arising from any third  party claim: (a) alleging that the Services infringe on that third party’s Intellectual Property Rights (the “IP Indemnification”); or (b) to the extent resulting from HackerRank’s breach of the DPA  (the "DPA Indemnification"). 

9.2. Indemnification Mitigation. In the event of a claim giving rise to HackerRank’s IP  Indemnification under this Agreement, HackerRank may, at its election and sole expense: (a)  procure the right for Customer to continue using the applicable Services; (b) replace or modify  the applicable Services so that they are no longer infringing; or (c) terminate the applicable  Services on written notice to Customer and refund to Customer the pro-rata amount of any pre paid Fees commensurate with the portion of the Services unused as a result of the termination.  The indemnification obligations of this Section constitute HackerRank’s entire liability and  Customer’s exclusive remedy with respect to any actual or alleged third party claim of  infringement or misappropriation of Intellectual Property Rights. 

9.3. Indemnification by Customer. Customer will indemnify, defend, and hold harmless  HackerRank and its Affiliates from and against any Losses arising from any third party claim to the  extent resulting from Customer’s violation of the Acceptable Use Policy. 

9.4. Indemnification Process. A party’s indemnification obligations will not apply to the extent  arising from or related to the other party’s breach of this Agreement. With respect to a claim  subject to indemnification, the party seeking indemnification will provide the other party with  prompt written notice of the claim, control over the defense and settlement of the claim, and,  information and assistance as may be reasonably requested by the indemnifying party to assist  the indemnifying party in settling and/or defending the claim. 

10. Limitation of Liability

10.1. Damages Exclusion. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR  EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY OR THEIR AFFILIATES WILL BE LIABLE TO  THE OTHER PARTY OR ITS AFFILIATES FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT, OR  CONSEQUENTIAL DAMAGES, OR ANY LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, LOSS  OF DATA, REPLACEMENT GOODS OR SERVICES, OR INTERRUPTION OF BUSINESS, UNDER ANY  THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,  OR OTHERWISE, EVEN IF THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

10.2. Liability Amount Limitation. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,  EXCEPT FOR EXCLUDED CLAIMS OR HEIGHTENED CLAIMS (DEFINED BELOW), EACH PARTY’S  MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT  PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD  IMMEDIATELY PRIOR TO THE DATE OF THE INCIDENT GIVING RISE TO THE LIABILITY  (THE “LIABILITY CAP”). 

10.3. Excluded Claims. The Liability Cap will not apply to claims arising from the following, which  are deemed the “Excluded Claims”: (a) a party’s gross negligence or willful misconduct; (b)  Customer’s indemnification obligations; or (c) HackerRank’s IP Indemnification obligations.

10.4. Heightened Claims. HackerRank’s cumulative liability will not exceed three times (3x) the Liability Cap for the following, which are deemed “Heightened Claims”: (a) HackerRank's breach of the Data Privacy and Security Obligations of Section 5; or (b) HackerRank's DPA Indemnification obligations.

11. Termination

11.1. Termination for Cause. Either party may terminate this Agreement or the applicable  Service Order if the other party materially breaches this Agreement and fails to remedy that  breach within 30 days after receiving written notice reasonably detailing the breach.  Notwithstanding anything to the contrary in this Agreement, if Customer terminates this  Agreement and/or a Service Order as a result of HackerRank’s material breach, then HackerRank  will refund to Customer the pro-rata amount of any pre-paid Fees for the portion of the applicable  Services remaining prospectively unused as a result of the termination. 

11.2. Termination for Insolvency. Either party may terminate this Agreement upon written  notice to the other party if the other party ceases business operations without a successor or  seeks protection under, or has instituted against it, any bankruptcy, receivership, trust deed,  creditors’ arrangement, composition, or comparable proceeding that is not dismissed within 60  days. 

11.3. Effect of Termination. Upon the expiration or termination of this Agreement or a Service  Order: (a) Customer’s right to use the terminated Services will cease; (b) Customer will return to  HackerRank any Confidential Information in Customer’s possession and will delete all copies of  Documentation Customer’s possession; and (c) for a period of 30 days immediately following  expiration or termination, HackerRank will provide Customer the limited right to access applicable  functionality of the Services solely for the purpose of extracting Customer Data from the Services  in a manner reasonably offered by HackerRank, after which time Customer’s access to Customer  Data will be discontinued. Further, HackerRank shall return Customer Data by permitting  Customer to access the Services for a period of 30 days after termination to extract Customer  Data and, upon Customer’s request, return Customer’s Confidential Information (including any  copies and reproductions thereof) in its possession, to Customer. 

11.4. Suspension. HackerRank reserves the right to, immediately and without liability, suspend provision of the Services: (a) if any undisputed (in good faith) Fees or other amounts payable to HackerRank under this Agreement remain unpaid for more than 30 days following written notice to Customer thereof, until those Fees are paid in full; (b) permanently with respect to any individual User or Customer Data that violates the Acceptable Use Policy; and/or (c) as HackerRank deems necessary, at its sole discretion, to address an actual or reasonably suspected threat to the security, integrity, or availability of the Services until the cause of the suspension is resolved in HackerRank’s sole discretion. HackerRank will use commercially reasonable efforts to provide Customer with prior notice of a suspension and to limit the suspension to the affected portion of the Services.

12. Miscellaneous.

12.1. Legal Compliance. HackerRank and Customer will each comply with all laws applicable to  the respective party in connection with its performance under this Agreement. 

12.2. Governing Law and Venue. This Agreement will be governed by the laws of the State of  California without regard to conflict of laws provisions, and any dispute arising from or relating to  this Agreement will be adjudicated exclusively in the state or federal courts having jurisdiction  over the matter located in Santa Clara County, California. 

12.3. Assignment. Neither party may assign this Agreement or its obligations under this  Agreement, in whole or in part, by operation of law or otherwise, without the prior written  consent of the other party, except in connection with a corporate reorganization, consolidation,  merger, or sale of all or substantially all of the assigning party’s assets and upon notice to the  other party in each case. An attempted assignment in violation of the foregoing restrictions will  be void. Subject to the restrictions of this Section, this Agreement will be binding on, and will  insure to the benefit of, the parties and their respective successors and permitted assigns. 

12.4. Notices. All notices required by this Agreement will be in writing and delivered by personal  delivery, certified mail with return receipt requested, overnight courier, Email, or by any other  method agreed upon by the parties in writing. Notices will be delivered to: (a) if to Customer, to  any administrator contact that Customer designates in Customer’s account within the Services;  (b) if to HackerRank, to Interviewstreet Incorporation, dba HackerRank, Legal Dept., 10080 N.  Wolfe Rd, SW3-200, Cupertino, CA 95014, or by email to legal@hackerrank.com; or (c) to such  other contact as may be designated by this Agreement for a specific type of notice. 

12.5. Independent Contractors. HackerRank and Customer are independent contractors of each  other. Nothing in this Agreement will be deemed to create an agency, employment, partnership,  fiduciary, or joint venture between the parties nor the right of a party to make any  representations or incur any obligations on behalf of the other party. 

12.6. Severability. If any provision of this Agreement is determined by an adjudicator of  competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be enforced to  the maximum extent permissible so as to effect the intent of the parties, and all other provisions  of this Agreement will be unaffected and will remain in effect. 

12.7. No Waiver. A party’s failure to exercise or its delay in exercising any right or remedy under  this Agreement will not operate as a waiver thereof; nor will a party’s waiver of any right or  remedy under this Agreement operate as a subsequent waiver of the same or any other right or  remedy. 

12.8. Force Majeure. Neither Party will be liable under or in breach of this Agreement for any  partial or total failure or delay in the performing its obligations under this Agreement on account  of riots, fire, flood, earthquake, explosion, epidemics, war, strike or labor disputes (not involving 

the subject party), embargo, civil or military authority, act of God, governmental action, or other  causes beyond its reasonable control and without the fault or negligence of the non-performing  party (a “Force Majeure Event”). In the event of a Force Majeure Event, the non-performing party  will resume performance as soon as practicable once the Force Majeure Event is eliminated. If a  Force Majeure Event continues for more than 30 days, then the non-delaying party may terminate  the affected Service Order and, if Customer is the terminating party, HackerRank will refund to  Customer the pro-rata amount of any pre-paid Fees for the portion of the applicable Services  remaining prospectively unused as a result of the termination. 

12.9. Including. The word “including” as used in this Agreement means “including but not  limited to,” unless otherwise stated in this Agreement. 

12.10. Document Precedence. In the event of a conflict between the terms of a Service Order  and the terms of this Master Subscription Agreement, the terms of the Service Order will control.  The terms of this Agreement control over any additional or inconsistent terms or conditions contained in any corresponding Purchase Order issued by Customer, all of which are rejected and  will be of no effect even if they state they supersede prior or contemporaneous agreements with  respect to the subject matter thereof. 

12.11. Survival. Any terms of this Agreement that expressly or by their nature are to continue in  effect after the expiration or termination of this Agreement will survive expiration or termination  and will continue in their effect. 

12.12. Electronic Signature; Counterparts. Original signatures by electronic signature methods  or by electronic transmission of a signed document are true and valid signatures for all purposes  and will bind the parties to the same extent as that of handwritten signatures. This Agreement  may be executed in counterparts, each of which is deemed an original and all of which together  are deemed to be one and the same agreement. 

12.13. Entire Agreement. All documents of any nature that incorporate or are incorporated into this Agreement will be read and interpreted together with, and made part of, this Agreement as a single document. This Agreement sets forth the complete and final agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, or discussions between the parties, whether oral or written, related to the subject matter of this Agreement. This Agreement may only be amended, or any rights under it waived, in a writing executed by the party or parties to be bound.