License. Cornerstone OnDemand, Inc. (“Cornerstone”) hereby grants to you (and/or your organization, if applicable) a worldwide, nonexclusive, non-sublicensable, non-transferable limited license to use the Software (“Software” means: (i) any and all software on which Cornerstone operates, including all updates, revisions, bug-fixes, upgrades, and enhancements thereto; and/or (ii) Cornerstone’s proprietary, ASP-managed platform, or any variation thereof, providing you with a talent management portal) ordered and paid for by you solely as a talent management system. In no event shall you or your employees, contractors, or agents use or deploy any of the Software: (i) in violation of applicable laws, rules or regulations; (ii) for commercial exploitation; or (iii) for any reason other than for the Software’s intended purpose. Further, you shall not, and shall cause your employees, contractors, and agents not to: (i) copy all or any portion of the Software; (ii) modify, translate or create any derivative works based upon any of the Software; (iii) reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from any of the Software or any part thereof; (iv) make any of the Software available to any unauthorized third parties; (v) distribute, disclose, market, rent lease, assign, sublicense, pledge or otherwise transfer any of the Software; (vi) perform, or release the results of, benchmark tests or other comparisons of any of the Software with other software, services, or materials; (vii) permit any of the Software to be used for or in connection with any facility management, service bureau or time-sharing purposes, services or arrangement, or otherwise used for processing data or other information on behalf of any third party; or (viii) use any of the Software other than in accordance with the terms and conditions set forth herein. In the event of any violation of this section, Cornerstone may immediately terminate service, in addition to any of its other remedies available at law or in equity. Except for the limited licenses expressly granted herein, as between the parties, Cornerstone will and does retain all right, title and interest (including, without limitation, all intellectual property rights) in and to all of the Software and all derivatives, modifications or enhancements to any of the Software. You agree to take any action reasonably requested by Cornerstone to evidence, maintain, enforce or defend Cornerstone’s intellectual property rights. You shall not take any action to jeopardize, encumber, limit or interfere in any manner with Cornerstone’s or its licensors’ ownership of and rights with respect to any of the Software. All rights not expressly licensed to you hereunder are hereby expressly reserved by Cornerstone.

Indemnification. You agree to indemnify, defend and hold harmless Cornerstone and its officers, directors, employees, and agents from and against any and all losses, liabilities, judgments, awards, settlements, damages, expenses and costs (including reasonable attorney’s fees and related court costs and expenses) (collectively, “Damages”) arising from the negligence or willful misconduct of you, your officers, directors, employees, or agents, but only to the extent such Damages are not due to the negligent or intentional acts of Cornerstone.

Disclaimers of Warranties. THE SOFTWARE IS PROVIDED “AS IS,” AND YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS, CORNERSTONE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER IMPLIED OR EXPRESS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CORNERSTONE DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE. FURTHERMORE, THE SOFTWARE IS SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CORNERSTONE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ALL SALES ARE FINAL.

Liability. CORNERSTONE WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, INTERRUPTION OF BUSINESS, PROVIDING REPLACEMENT SOFTWARE OR SERVICES, OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF CORNERSTONE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE FEES AGREED UPON BETWEEN YOU AND CORNERSTONE ARE BASED IN PART ON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CORNERSTONE’S MAXIMUM AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WILL BE LIMITED TO THE TOTAL AMOUNT OF THE SOFTWARE FEES PAID TO CORNERSTONE BY YOU HEREUNDER FOR THE TWELVE MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE CAUSE OF ACTION AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND SUCH LIMIT.

Jurisdiction. You agree that any suit, action or proceeding arising out of, or with respect to, your use of the Software or any judgment entered by any court in respect thereof shall be brought exclusively in the state or federal courts of the State of California located in the County of Los Angeles, and each of Cornerstone and you hereby irrevocably accepts the exclusive personal jurisdiction and venue of those courts for the purpose of any suit, action or proceeding. You further agree that the laws of the State of California and applicable federal laws, without regard to conflict of law principles, shall govern in any such suit, action, or proceeding.