DEW20260069_Wonderlic_FY26-FY27_-_10.21.25_Wonderlic_Final_SDsigned_22oct2025.pdf

Contract Number: DEW20260069

Agreement for Services–Wonderlic (effective until June 30, 2027)

AGREEMENT FOR SERVICES

This Agreement for Services (hereinafter “Agreement”) is made and entered by and between the State of Ohio, Department of Education and Workforce (hereinafter "DEW"), located at 25 S. Front Street, Columbus, Ohio 43215, and Wonderlic, Inc., located at 544 Lakeview Parkway, Suite 210, Vernon Hills, Illinois 60061, a corporation organized and in good standing under the laws of the State of Illinois (hereinafter, “Contractor”). In consideration of the mutual promises and obligations contained herein, the parties agree by and between themselves as follows:

I. NATURE OF AGREEMENT

A. Contractor shall be engaged as an independent contractor to fulfill the terms of this Agreement and to act as a contractor to DEW. It is specifically understood that the nature of the services to be rendered under this Agreement are of such a personal nature that DEW is the sole judge of the adequacy of such services.

B. DEW enters into this Agreement in reliance upon Contractor’s representations that it has the necessary expertise and experience to perform its obligations hereunder, and Contractor warrants that it does possess the necessary expertise and experience.

C. Contractor shall perform the services to be rendered under this Agreement and DEW shall not subcontract its performance of services under this Agreement to any other company. DEW shall not be required to provide any training to Contractor to enable it to perform services required hereunder.

II. SCOPE OF WORK

A. Contractor shall perform the services for DEW set forth in the attached Appendix A, Scope of Work, which is incorporated as part of this Agreement (the “Work”).

B. In order to facilitate the Work, if specified, DEW shall provide the resources set forth in Appendix

A, Scope of Work.

III. TIME OF PERFORMANCE

A. The Work shall be commenced on or after the date of an approved purchase order.

B. This Agreement shall be binding upon both parties until June 30, 2027, unless this Agreement is terminated earlier as provided in Article VI, Termination of Contractor’s Services.

C. It is expressly agreed by the parties that none of the rights, duties, and obligations herein shall be binding on either party if award of this Agreement would be contrary to the terms of Ohio Revised Code (“R.C.”) §§ 3517.13, 127.16, or R.C. Chapter 102.

IV. CONTRACTOR’S TERMS AND CONDITIONS

A. Contractors Terms and Conditions attached hereto as Appendix B (“Contractors Terms and Conditions”) are incorporated herein by reference. In the event of a conflict between Contractor’s Terms and Conditions and this Agreement, Contractor’s Terms and Conditions shall control.

https://codes.ohio.gov/ohio-revised-code/section-3517.13 https://codes.ohio.gov/ohio-revised-code/section-127.16 https://codes.ohio.gov/ohio-revised-code/chapter-102

V. COMPENSATION

A. The total compensation paid to Contractor for FY26 shall not exceed twenty-five thousand, two hundred, and 00/100 dollars ($25,200.00). The total compensation paid to Contractor for FY27 shall not exceed twenty-five thousand, two hundred, and 00/100 dollars ($25,200.00). The total compensation to be paid to the Contractor under this Agreement shall not exceed fifty thousand, four hundred, and 00/100 dollars ($50,400.00).

B. The total amount due and its manner and schedule of payment shall be computed according to the cost schedule established in Appendix A, Scope of Work.

C. Contractor shall not be reimbursed for travel, lodging, or any other expenses incurred in the performance of the Work.

D. Contractor must receive a purchase order from DEW prior to filling an order or performing any of the Work.

E. Payment shall be made upon the submission of an invoice approved by DEW. Invoices shall include an itemization of services, including the date services were rendered, number of hours worked, the rate per hour, and the total amount due. Contractor is expected to complete any deliverable within the requested fiscal year as stated in “Appendix A.” The final invoice under this Agreement will be submitted by the Contractor to DEW no later than forty-five (45) days after the Agreement’s expiration date. Contractor shall submit all invoices via email to the following email address:

Fiscal.management@education.ohio.gov.

F. Contractor is required to provide electronic funds transfer (EFT) payment information and maintain such an account for all associated payments. Contractor may sign up at http://www.supplier.obm.ohio.gov/.

G. DEW may use the Ohio Payment Card to pay for services that do not exceed Five Thousand and

00/100 Dollars ($5,000.00) per invoice, unless the Office of Budget and Management approves a higher limit. Contractor may process a payment in the payment card network only upon delivery and acceptance of the supplies or services ordered. For partial deliveries or performance, Contractor may only process a payment for the amount delivered or completed. Upon completion of the delivery of remaining supplies or services, Contractor may process a payment request in the payment card network for the remainder of the order. Contractor will receive payment through its merchant bank within the time frame agreed upon between Contractor and its merchant bank.

Contractor should expect normal processing fees from its merchant bank for payment card transactions which may not be passed on to DEW.

H. OhioBuys. This Agreement will become part of OhioBuys (per State of Ohio Procurement Policy), an electronic procurement system which provides contract and catalog hosting and management services. Ordering agencies utilize this system to track and monitor procurement, solicitation, and contracting of goods and services. When this contract becomes part of OhioBuys, the Contractor agrees to maintain and support its Supplier account and notify DEW when such updates have been made.

mailto:Fiscal.management@education.ohio.gov http://www.supplier.obm.ohio.gov/

VI. APPROPRIATION OF FUNDS

A. It is expressly understood and agreed by the parties that none of the rights, duties, and obligations described in this Agreement shall be binding on either party until all relevant statutory provisions of the Ohio Revised Code, including, but not limited to, R.C. § 126.07, have been met, and until such time as all necessary funds are available or encumbered and, when required, such expenditure of funds is approved by the Controlling Board of the State of Ohio, or in the event that grant funds are used, until such time that DEW gives Contractor written notice that such funds have been made available to DEW by DEW’s funding source.

VII. SUSPENSION OR TERMINATION OF CONTRACTOR’S SERVICES

A. DEW may, at any time prior to completion of the Work, suspend or terminate this Agreement with or without cause by giving written notice to Contractor; provided that DEW shall not be entitled to any refund (partial or full) for termination of this Agreement.

B. Intentionally omitted.

C. Intentionally omitted.

D. Intentionally omitted.

E. Intentionally omitted.

F. Intentionally omitted.

VIII. RELATIONSHIP OF PARTIES

A. It is expressly understood that Contractor and DEW are contractors independent of one another, and that neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other.

B. It is further understood that neither Contractor nor its employees or agents are “employees” of

DEW as the term is used in division (F) of section 124.01 of the Ohio Revised Code and, therefore, are not eligible for vacation, medical insurance, sick leave, parental leave, leave of absence, tenure, bumping rights, retirement, or any other benefits or rights, which are incidents of public employment subject to the civil service laws of Ohio. Moreover, Contractor is responsible for compliance with any labor laws and contracts as it pertains to any union employees under its employment.

C. Contractor shall be responsible for all of its own business expenses, including, but not limited to, computers, email and internet access, software, phone service, and office space. Contractor will also be responsible for all licenses, permits, employees’ wages and salaries, insurance of every type and description, and all business and personal taxes, including income and Social Security taxes and contributions for Workers’ Compensation and Unemployment Compensation coverage, if any.

https://codes.ohio.gov/ohio-revised-code/section-126.07 https://codes.ohio.gov/ohio-revised-code/section-124.01

IX. RECORD MAINTENANCE AND ACCESS

A. During performance of this Agreement and for a period of three (3) years after its completion, Contractor shall maintain auditable records of all charges pertaining to this Agreement and shall make such records available to DEW as DEW may reasonably require.

B. Contractor shall, for the purpose of compliance with R.C. § 145.036, provide DEW with a list of all individuals who will provide personal services under this Agreement, but only if Contractor has no more than four employees.

C. Inspection and Copying. At any time during normal business hours and upon not less than twenty-four (24) hours prior written notice, Contractor shall make available to DEW, its agents or other appropriate State agencies or officials all books and records regarding this Agreement which are in the possession or control of Contractor, including, but not limited to, financial reports pertaining only to this Agreement, and all other information pertaining to Contractor’s performance of its obligations under this Agreement. DEW, its agents and other appropriate State agencies and officials may review, audit, and make copies of such books and records. Any such inspection of books and records will be undertaken in such a manner as not to interfere unreasonably with Contractor’s normal business operations.

D. Document Accessibility. If contractor creates documents that will be posted to external or internet websites, Contractor must comply with Section 508 of the Rehabilitation Act, 29 USC 794(d) (http://criterion508.com/WebAccessibility), which gives disabled employees and members of the public access to information that is comparable to access available to others.

E. OhioBuys. This Agreement may become part of OhioBuys, an electronic procurement system which provides electronic contract and catalog hosting and management services. Ordering Agencies utilize this system to place orders for the procurement of goods and services using State of Ohio contracts.

X. RELATED AGREEMENTS

A. All Work is to be performed by Contractor, who may subcontract without DEW’s written approval for the purchase of articles, supplies, components, or special mechanical services that do not involve the Work.

1. Contractor shall not enter into subcontracts related to the Work without prior written approval by DEW. All subcontracted work shall be at Contractor’s expense.

2. Contractor shall furnish to DEW a list of all subcontractors hired to perform any part of the Work, as applicable, their addresses, tax identification numbers, and the dollar amount of each subcontract.

B. Contractor shall bind its subcontractors engaged solely to perform any part of the Work to the terms of this Agreement, so far as applicable to the work of the subcontractor and shall not agree to any provision which seeks to bind DEW to terms inconsistent with, or at variance from, this Agreement.

XI. INTENTIONALLY OMITTED

https://codes.ohio.gov/ohio-revised-code/section-145.036 http://criterion508.com/WebAccessibility)

XII. CONFIDENTIALITY AND FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT

(FERPA)

A. Contractor shall comply with all applicable provisions of Ohio and federal laws including the

Family Educational Rights and Privacy Act (hereinafter “FERPA”) or its state equivalent. FERPA includes any amendments or other relevant provisions of federal law, as well as all requirements of Chapter 99 of Title 34 of the Code of Federal Regulations. Nothing in this Agreement shall be construed to allow either party to maintain, use, disclose, or share student information in a manner not allowed by either state or federal laws or regulations.

B. As used herein, “confidential information” means any and all information provided in any form from one party to the other which is, by its nature, information that a prudent businessperson would maintain as confidential. “Personal information,” as described in 1347.01(E) of the Ohio Revised Code, includes personally identifiable student information or educational records defined by

FERPA.

C. Each party shall use confidential information only in connection with completing the terms of this

Agreement as set forth herein. Each party agrees to use reasonable efforts to safeguard confidential information. “Reasonable efforts” means efforts not less than those a party employs to protect its own confidential information and, in any event, efforts not less than those a prudent businessperson would take to protect his or her own confidential and proprietary information. No party shall, without the prior written approval of the other party, directly or indirectly, disclose confidential information to any person or business entity except its own employees and representatives, including attorneys, accountants, and financial advisors, on a need-to-know basis.

D. The Contractor agrees not to use advertising, news releases, sales promotions, or other publicity matters relating to any product or service furnished by the Contractor wherein DEW’s name is mentioned, or language used from which a connection with DEW may be reasonably inferred, without the prior written consent of DEW.

E. Any obligations under this Agreement regarding confidentiality are subject to applicable law, including the Ohio Public Records Act set forth in R.C. Chapter 149. The disclosure of records by DEW pursuant to the Ohio Public Records Act shall not be a breach of this Agreement and shall not constitute a waiver of Contractor’s obligations under this Article XI as to any records disclosed pursuant to a request for public records.

XIII. INTENTIONALLY OMITTED

XIV. ANTITRUST ASSIGNMENT

A. Contractor assigns to DEW all state and federal antitrust claims and causes of action that relate to all goods and services provided for in this Agreement.

XV. CONTRACTOR’S STATUTORY OBLIGATIONS

A. COMPLIANCE WITH LAWS. Contractor, in the execution of its duties and obligations under this Agreement, agrees to comply with all applicable federal, state, and local laws, rules, regulations, and ordinances.

https://www.ecfr.gov/current/title-34/subtitle-A/part-99?toc=1 https://codes.ohio.gov/ohio-revised-code/section-1347.01 https://codes.ohio.gov/ohio-revised-code/chapter-149

B. DRUG-FREE WORKPLACE. Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace and shall make a good faith effort to ensure that all Contractor employees, while working on State property, will not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

C. NONDISCRIMINATION OF EMPLOYMENT. Pursuant to R.C. § 125.111, Contractor agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or a subcontractor, shall not discriminate, by reason of race, color, religion, sex, sexual orientation, age, disability, military status as defined in R.C. § 4112.01, national origin, or ancestry against any citizen of this state in the employment of any person qualified and available to perform the Work.

Contractor further agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or a subcontractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of the Work on account of race, color, religion, sex, sexual orientation, age, disability, military status, national origin, or ancestry.

D. USE OF MBE AND EDGE VENDORS. Revised Code § 125.081 requires state agencies to set aside purchases for Minority Business Enterprises (“MBE”) and Executive Order 2008-13S encourages use of Encouraging Diversity, Growth and Equity (“EDGE”) businesses. DEW encourages Contractor to purchase goods and services from Ohio-certified MBE and EDGE vendors.

E. INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT. Contractor acknowledges and agrees neither Contractor nor any of its individual employees providing personal services under this Agreement are public employees for the purposes of R.C. Chapter 145. DEW will not make contributions to the public employees’ retirement system on behalf of any individuals employed by Contractor, or its subcontractors or other agents. Contractor certifies that it is an employer with five or more employees as defined as a “business entity” in R.C. § 145.037(A) for the purposes of the application of R.C. Chapter 145, or that it has completed the necessary forms through OhioBuys if Contractor is an employer with no more than four (4) employees.

XVI. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

A. EQUAL EMPLOYMENT OPPORTUNITY. The Contractor will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including Section 125.111 of the Ohio Revised Code and all related Executive Orders.

B. CONFLICTS OF INTEREST/ETHICS. Contractor represents, warrants and certifies that it and its employees engaged in the administration or performance of this Contract are knowledgeable of and understand the Ohio Ethics and Conflict of Interest laws including but not limited to Chapter 102 and Sections 2921.42 and 2921.43 of the Ohio Revised Code. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws or otherwise presents a conflict of interest.

C. QUALIFICATIONS TO DO BUSINESS. Contractor affirms that it has all of the approvals, licenses, or other qualifications needed to conduct business in Ohio and that all are current. If Contractor becomes disqualified from conducting business in the state of Ohio for any reason at any time during the term of this Agreement, Contractor will immediately notify DEW in writing and will immediately cease performance of the Work.

D. CAMPAIGN CONTRIBUTIONS. Contractor hereby certifies that neither it, nor any person described in R.C. § 3517.13 (I) or (J), nor the spouse of any such person, has made, as an individual, https://codes.ohio.gov/ohio-revised-code/section-125.111 https://codes.ohio.gov/ohio-revised-code/section-4112.01 https://codes.ohio.gov/ohio-revised-code/section-125.081 https://codes.ohio.gov/ohio-revised-code/section-145.037 https://codes.ohio.gov/ohio-revised-code/chapter-145 https://codes.ohio.gov/ohio-revised-code/section-125.111 https://codes.ohio.gov/ohio-revised-code/chapter-102 https://codes.ohio.gov/ohio-revised-code/section-2921.42 https://codes.ohio.gov/ohio-revised-code/section-2921.43 https://codes.ohio.gov/ohio-revised-code/section-3517.13 within the two previous calendar years, one or more contributions to the governor or the governor’s campaign committees totaling in excess of the limitations specified in R.C. § 3517.13.

E. FINDINGS FOR RECOVERY. Contractor warrants that it is not subject to an “unresolved” finding for recovery under R.C. § 9.24. If the warranty is false on the date the parties signed this Agreement, the Agreement is void ab initio, and the Contractor shall immediately repay any funds paid under this Agreement.

F. DEBARMENT. Contractor represents and warrants that neither it, nor any of its subcontractors, are debarred from consideration for contract awards by any governmental agency. If this representation and warranty is found to be false, this Contract is void ab initio, and the Contractor shall immediately repay any funds paid under this Contract.

G. EXPENDITURES OF PUBLIC FUNDS ON OFFSHORE SERVICES. Contractor affirms to have read and understands Executive Order 2019-12D issued by Ohio Governor Mike DeWine.

Contractor shall perform no services required under this Agreement or locate State data in any way outside of the United States.

Contractor also affirms to have read and understands Executive Order 2022-02D issued by Ohio Governor Mike DeWine. Contractor has signed and completed the Standard Affirmation and Disclosure Form and shall perform no services in Russia, locate State data in Russia in any way, or purchase from or invest in Russian institutions or companies.

H. BOYCOTTING. Pursuant to R.C. § 9.76, Contractor hereby declares that it is not boycotting any jurisdiction with whom the State of Ohio can participate in open trade, including the nation of Israel, and will not do so during the term of this Agreement.

I. MATERIALS AND EQUIPMENT. Contractor warrants to DEW that all materials and equipment furnished under this Agreement shall be new and of good quality unless otherwise required or permitted by the Agreement, that the Work shall be free from defects not inherent in the quality required or permitted, and that the Work shall conform to the requirements of the Agreement.

XVII. MISCELLANEOUS

A. CONTROLLING LAW. This Agreement and the rights of the parties hereunder shall be governed, construed, and interpreted in accordance with the laws of the state of Ohio. Contractor consents to jurisdiction in a court of proper jurisdiction in Franklin County, Ohio.

B. WAIVER. The failure of either party at any time to demand strict performance by the other party of any of the terms of this Agreement will not be a waiver of those terms or to any other terms of this Contract. Waivers must be in writing to be effective, and either party may at any later time demand strict performance.

C. SURVIVAL. All sections herein relating to payment, confidentiality, license and ownership, indemnification, maintenance, publicity, warranties, and limitations on damages shall survive the termination of this Agreement. In addition, to the extent necessary to carry out the purpose of this Agreement, all other terms, conditions, representations or warranties contained in this Agreement will survive the expiration or termination of this Agreement.

https://codes.ohio.gov/ohio-revised-code/section-3517.13 https://codes.ohio.gov/ohio-revised-code/section-9.24 https://governor.ohio.gov/media/executive-orders/2019-12d https://governor.ohio.gov/media/executive-orders/Executive-Order-2022-02D https://codes.ohio.gov/ohio-revised-code/section-9.76

D. SUCCESSORS AND ASSIGNS. Neither this Agreement nor any rights, duties, or obligations hereunder may be assigned or transferred in whole or in part by Contractor, without the prior written consent of DEW.

E. NOTICES. For any notice under this Agreement to be effective, the notice must be in writing and:

1) hand delivered with delivery acknowledged in writing; 2) sent by U.S. Certified mail, return receipt requested, postage prepaid; 3) sent by overnight delivery service (Fed Ex, UPS, etc.) with receipt; or 4) sent by email.

F. CONFLICT. In the event of any conflict between the terms and provisions of the body of this

Agreement and any exhibit hereto, the terms and provisions of the body of this Agreement shall control.

G. HEADINGS. The headings in this Agreement have been inserted for convenient reference only and shall not be considered in any questions of interpretation or construction of this Agreement.

H. SEVERABILITY. If any provision of the Contract or the application of any provision is held by a court to be contrary to law, the remaining provisions of the Contract will remain in full force and effect.

I. ENTIRE AGREEMENT. This Agreement, including Contractor’s Terms and Conditions, which are attached as Appendix B hereto, contains the entire agreement between the parties hereto and shall not be modified, amended, or supplemented, or any rights herein waived, unless specifically agreed upon in writing by the parties hereto. This Agreement supersedes any and all previous agreements, whether written or oral, between the parties.

J. INTENTIONALLY OMITTED.

K. EXECUTION. This Agreement is not binding upon DEW unless executed in full and is effective as of the last date of signature by DEW.

L. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

M. ELECTRONIC SIGNATURES. Any party hereto may deliver a copy of its counterpart signature page to this Agreement electronically pursuant to R.C. Chapter 1306. Each party hereto shall be entitled to rely upon an electronic signature of any other party delivered in such a manner as if such signature were an original.

N. ASSIGNMENT. Neither this Agreement nor any rights, duties, or obligations described herein shall be assigned or subcontracted by Contractor without the prior express written consent of DEW.

[SIGNATURE PAGE FOLLOWS]

https://codes.ohio.gov/ohio-revised-code/chapter-1306

Each party is signing this Agreement on the date stated below that party’s signature.

WONDERLIC, INC. OHIO DEPARTMENT OF EDUCATION AND

WORKFORCE

By: By:

Printed Name: Stephen D. Dackin

Title: Director

Date: Date: October 22, 2025

Rebekah Trimble Rebekah Trimble

Rebekah Trimble Strategic Customer Success Manager

Rebekah Trimble October 22, 2025

Appendix A: Scope of Work

Select Platform Access Wonderlic Select: Unlimited candidate assessments, unlimited company users, personalized candidate feedback reports, new hire success tips, and behavioral based interview guides.

Onboarding Support Wonderlic Select: Custom onboarding, including training for admins and users, planning for launch, and post-launch review-all driving towards establishing a foundation to deliver on DEW’s expected outcomes.

Ongoing Customer Success Services The Contractor’s ongoing customer success support includes access to 24/7 self-guided knowledge base, ongoing chat and email support for all product-related questions, and opportunities to participate in Wonderlic events.

Consulting Services Wonderlic Select: Yearly Adverse Impact Analysis and Yearly ROI Analysis.

Budget

Deliverable QTY Unit of Measure Unit Cost Select Platform Access FY26 1 Amount $25,200 Select Platform Access FY27 1 Amount $25,200 Total: - - $50,400

Appendix B: Contractor’s Terms and Conditions

GENERAL CONTRACTING TERMS AND CONDITIONS

1. SCOPE OF APPLICATION.

These General Contracting Terms and Conditions (these “Terms”) are applicable to any agreement (an “Agreement”) with Wonderlic, Inc., an Illinois corporation with a principal place of business at 544 Lakeview Parkway, Suite 210, Vernon Hills, IL 60061 (“Wonderlic”) to which these Terms are attached or incorporated into in their entirety by reference.

1.1 The business entity or person contracting with Wonderlic (“Client” or “You”) agrees to abide by these Terms as well as all applicable Terms of Use and/or Privacy Policies applicable to the Services (such other agreements collectively, “Ancillary Terms”) which may be made available upon accessing the Services. To the extent these Terms contradict the terms of an Agreement or any Ancillary Terms, these Terms control unless the Agreement or Ancillary Terms expressly provides that it supersedes a specific provision of these Terms. These Terms shall, in all cases, control over anything which may appear on any purchase order or similar document submitted by You in connection with such sales and use or Services. Client shall ensure that its employees, contractors, and agents (including, for the avoidance of doubt, all Candidates) comply with these Terms and the terms of any applicable Agreement or Ancillary Terms.

2. DEFINITIONS.

2.1 “Candidate” means an individual who accesses the Services and inputs any information in response to any software prompt, including an individual who is applying for employment with Client (an “Applicant”) and an individual who is already employed with Client and is obtaining an assessment using the Services for purposes of self-improvement (a “Incumbent”).

2.2 “Client Data” means the data provided to Wonderlic by You or any Candidate (including all information provided logging in to or accessing Services ).

2.3 “Client Information” refers to information collected via the Services by or from Client, including without limitation information provided by Candidates.

2.4 “Services” refer to the Wonderlic products, services, and software, including any updates thereto, provided under an Agreement. Services do not include any third party software provided by third parties or Third Party Services, regardless of whether such are provided with or in connection with the Services or Wonderlic arranges for such to be provided to Client by a third party under an Agreement.

2.5 “Third-Party Provider” means a third party that provides services or software to Client under an Agreement.

2.6 “Third-Party Services” refer to services provided to Client by a Third-Party Provider an Agreement.

3. CLIENT DUTIES AND ACKNOWLEDGEMENTS.

3.1 Services Content. Except for allowing Candidates to access the Services, Client shall not disclose the contents of the Services to any third party.

3.2 Access to the Services. Client shall use its best efforts to prevent unauthorized access to the Services. Client shall immediately notify Wonderlic of any known or suspected unauthorized use of the Services. Client agrees to maintain, manage, and keep confidential Client’s user name(s) and password(s) for the Services and not share them with any individual or entity other than Client’s authorized agents who access the Services on behalf of Client. Wonderlic shall not be responsible (and Client shall be solely responsible) for any unauthorized access to any Client account due to Client’s or its agent’s failure to properly manage user names and passwords, including, by way of example, Client’s failure to remove an employee’s user name and password upon such individual’s termination of employment.

3.3 Use of the Services. Client agrees to use the Services exclusively for Client’s internal business purposes in conjunction with the purpose set forth on the Agreement to which these Terms are attached or incorporated, namely, (i) evaluating Applicants for potential employment with Client’s organization and/or (ii) conducting evaluations of Incumbents within Client’s organization. Client is granted a revocable, non-exclusive, non-transferable, limited license to use the Services and their output (including, without limitation, reports and analytics) solely for Client’s personal, internal business purposes strictly in accordance with these Terms and the terms of all applicable Agreements and Ancillary Terms. You shall permit Wonderlic to audit Your use of the Service to confirm compliance with these Terms and the terms of all applicable Agreements and Ancillary Terms. Such audit may be conducted at Wonderlic’s expense and in such a manner as not to unreasonably interfere with Your normal conduct of business.

3.4 Services Output. Except as expressly agreed by Wonderlic in writing (which, for the avoidance of doubt, can include tools or notices displayed through the Services), Client agrees not to publicly share or distribute any output provided by the Services (including, without limitation, reports and analytics).

3.5 Ownership of the Services. Client acknowledges and agrees that the Services and their output (including, without limitation, reports and analytics) are the intellectual property of Wonderlic and Client does not acquire any rights therein. Moreover, Client acknowledges and agrees that Wonderlic may include in the Services test questions and survey items, including demographic inquiries, that are exclusively for Wonderlic’s research purposes and Candidates’ responses provided thereto will not be reported to Client.

3.6 Client Data. Client hereby grants to Wonderlic an irrevocable, world-wide right and license during the Term to use, reproduce, promote, distribute, modify, publicly display and perform, cache, and transmit Client Data as necessary or desirable for the purposes of Your use of the Services. In addition to the foregoing, Wonderlic also has, and You hereby grant to Wonderlic, a perpetual, irrevocable, royalty-free, fully paid-up, nonexclusive right and license to use any Client Data (i) for Wonderlic’s and its affiliate(s)’s internal business purposes, including, without limitation, developing or improving products or services, and (ii) to make any modifications or improvements to the Services or any other services and to offer such modifications or improvements on a commercial basis to You and/or any third party. For the avoidance of doubt, “Client Data” does not include any output of the Services (including, without limitation, reports and analytics), all of which is Wonderlic’s property and Wonderlic’s Confidential Information. Wonderlic has no obligation to maintain or return Client Data to You or to ensure that Client Data remains accessible through the Services. You expressly represent and warrant all Client Data is true and correct, and You have obtained all necessary rights, licenses, and permissions and are able to grant the licenses provided in this Section, including, without limitation, with respect to Client Data provided by Candidates, and that Your provision of Client Data is in accordance with all applicable laws and does not violate any law or regulation or violate any right of any third party.

3.7 Collection and Taxes. Intentionally omitted.

3.8 Indemnification. Intentionally omitted.

3.9 Use of the Services. The Services are designed for use in accordance with Wonderlic’s user’s manuals for the Services and all relevant professional and legal standards. Any modification of the Services may affect their accuracy and usefulness. The Services must only be used for the purposes for which the Services are intended, and for no other purposes. Services must be used in a secure and confidential manner. Use of the Services may be subject to certain municipal, state and federal laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 1991, the Americans with Disabilities Act of 1990, as amended, and the regulations relating to such laws. Client agrees to abide by all such laws and regulations.

3.10 Accuracy of Information. You warrant that the information You provide in connection with the Services is accurate, complete, and current. You further warrant that You have the legal right and ability to provide such information to Wonderlic in connection with obtaining the Services and that Your provision of such information does not violate any law or regulation or violate any right of any third party.

3.11 Waiver of Terms. Wonderlic may waive certain terms contained herein, as well as include additional terms and/or provide the Services at a discounted fee. In such instances, the waiver, additional terms and/or the discount shall be noted and described on the relevant invoice. Client acknowledges that it accepts any waived and/or additional terms by using the Services. In the event of Client’s failure to comply with any additional terms, Client will immediately remit the amount of the discount to Wonderlic upon Wonderlic’s request. Wonderlic may withhold the Services until receipt of such payment.

3.12 Candidate Feedback Authorization. As part of the Services, Wonderlic may provide Client with the option to have Candidates receive a report regarding their test performance, which may also include developmental insights. In the event that Client authorizes providing the report (or any other output of the Services) to Candidates, Client’s authorization will control over any contrary provisions of these Terms, Ancillary Terms or any Agreement which would otherwise prohibit Wonderlic from making such disclosure.

4. WONDERLIC DUTIES.

4.1 License Grant. Subject to the terms and conditions of these Terms, Wonderlic hereby grants You a non-exclusive, limited, non-transferable, non- sublicensable, revocable, license to use the Services. Wonderlic reserves all rights not expressly granted herein in the Services.

4.2 Protection of/Access to Client Information. Wonderlic acknowledges that in the course of performing Services, Wonderlic may have access to and become familiar with confidential information of Client (“Client Confidential Information”). Wonderlic agrees to not use in any way, disclose to any person or entity or otherwise disseminate any such Client Confidential Information, either directly or indirectly, or use, incorporate, or reference the Client Confidential Information for any purpose, except as required in the course of performing Services. Wonderlic will protect the Client Confidential Information using the same standard of care that it would use for its own confidential information of like importance.

Notwithstanding the foregoing, Wonderlic shall have no liability for erased or otherwise lost Client Information and Wonderlic may permanently erase and/or restrict Client’s access to Client Information if Client’s account is delinquent, suspended or terminated. Client agrees and acknowledges that Wonderlic may use Client Information (including specifically all information provided by Candidates) in aggregate, anonymized form for any and all purposes and grants Wonderlic a perpetual, irrevocable, fully paid-up license in and to anonymized Client Information for such purposes.

4.3 Use of Marks. Client grants Wonderlic a non-exclusive license to use Client’s name, trademarks, and logos (in Wonderlic’s discretion) for the purpose of referring to Client within the user interface for the Service.

4.4 Maintenance. Wonderlic shall utilize reasonable efforts to schedule maintenance for the Services during non-business hours. Wonderlic shall endeavor to notify Client of any required maintenance at least five (5) days in advance, except in those cases when it is not possible to do so. Client agrees and acknowledges that maintenance may be undertaken at any time and Wonderlic provides no guarantee that the Services will be available or accessible at any particular time.

5. REPRESENTATIONS, WARRANTIES AND LIABILITIES.

5.1 No Warranty. Except as expressly set forth herein, Wonderlic does not make any commitments about the specific functionality available through the Services, Third-Party Services or Third- Party Products, their reliability, availability, or ability to meet Client’s needs. TO THE EXTENT NOT

PROHIBITED BY LAW, WONDERLIC AND ITS AFFILIATES (AND ASSOCIATED SERVICE

PROVIDERS (INCLUDING ANY THIRD-PARTY PROVIDERS)) (A) PROVIDE THE SERVICES,

THIRD-PARTY SERVICES AND THIRD-PARTY PRODUCTS “AS IS”, “WITH ALL FAULTS” AND

“AS AVAILABLE”, (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS

WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTY OF

MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR

NON-INFRINGEMENT) WITH RESPECT TO THE SERVICES, THIRD-PARTY SERVICES AND

THIRD-PARTY PRODUCTS, AND (C) DO NOT GUARANTEE THAT THE SERVICES, THIRD-

PARTY SERVICES AND THIRD-PARTY PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE

OR FREE OF HARMFUL COMPONENTS, OR THAT THE CONTENT WILL BE SECURE OR NOT

OTHERWISE LOST OR DAMAGED. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE

SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO

DISCONTINUE USE OF THE SERVICES.

5.2 Damages Limitations. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO

EVENT WILL WONDERLIC AND ITS AFFILIATES, RESELLERS, DIRECTORS, OFFICERS,

EMPLOYEES, EQUITYHOLDERS, AGENTS, PARTNERS, SUPPLIERS, LICENSORS OR THIRD-

PARTY PROVIDERS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,

COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES

FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER

ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT,

BUSINESS INTERRUPTION, LOSS OF OPPORTUNITY, WARRANTY, NEGLIGENCE OR

OTHERWISE, EVEN IF WONDERLIC HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH

DAMAGES.

5.3 Damages Cap. THE AGGREGATE LIABILITY OF WONDERLIC AND ITS

AFFILIATES, DIRECTORS, OFFICERS, RESELLERS, EMPLOYEES, EQUITYHOLDERS, AGENTS,

SUPPLIERS, LICENSORS OR THIRD-PARTY PROVIDERS TO CLIENT RELATING TO THE

SERVICES WILL BE LIMITED TO THE GREATER OF: (A) THE MOST RECENT MONTHLY OR

YEARLY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) ONE HUNDRED DOLLARS ($100

U.S.D.). WONDERLIC AND ITS AFFILIATES, DIRECTORS, OFFICERS, RESELLERS,

EMPLOYEES, EQUITYHOLDERS, AGENTS, SUPPLIERS, AND LICENSORS HAVE NO LIABILITY

RELATING TO THE THIRD-PARTY SERVICES OR THIRD-PARTY PRODUCTS. THE

AGGREGATE LIABILITY OF ANY THIRD-PARTY PROVIDER AND ITS AFFILIATES,

DIRECTORS, OFFICERS, RESELLERS, EMPLOYEES, EQUITYHOLDERS, AGENTS, SUPPLIERS,

OR LICENSORS, RELATING TO THE THIRD-PARTY SERVICES OR THIRD-PARTY PRODUCTS

WHICH SUCH THIRD-PARTY PROVIDER PROVIDES, WILL BE LIMITED TO THE GREATER OF:

(A) THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT THIRD-

PARTY SERVICE OR THIRD-PARTY PRODUCT; OR (B) ONE HUNDRED DOLLARS ($100 U.S.D.).

THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY

COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

5.4 Effect of Applicable Law. THE LIMITATION OR EXCLUSION OF

INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES WILL NOT APPLY TO YOU TO THE

EXTENT PROHIBITED BY APPLICABLE LAW. IN JURISDICTIONS WHERE THE FOREGOING

TYPES OF EXCLUSIONS AND LIMITATIONS ARE NOT ALLOWED AS A MATTER OF LAW,

WONDERLIC AND ITS AFFILIATES ARE RESPONSIBLE TO YOU ONLY FOR LOSSES AND

DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF WONDERLIC’S FAILURE

TO USE REASONABLE SKILL AND CARE OR WONDERLIC’S BREACH OF THESE TERMS OF

AN AGREEMENT WITH YOU. NOTHING IN THESE TERMS AFFECTS CONSUMER RIGHTS

THAT CANNOT BY LAW BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

5.5 Allocation of Risk. Nothing in these Terms shall exclude or limit the liability of you or Wonderlic and its affiliates, officers, employees, agents, licensors, resellers, suppliers and distributors (including any Third-Party Provider) for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded or limited by law. The provisions of this Section allocates the risks under these Terms between You and Wonderlic, and You agree and acknowledge that You and Wonderlic have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services.

6. PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION.

6.1 Wonderlic’s Proprietary Information. The Services (including all contents of any website through which the Services are offered, all copyrightable works of authorship made available to You in connection with the Services, and all information submitted by You or any Candidate through the Services) and Wonderlic’s confidential information belong to Wonderlic, and/or its suppliers, affiliates, or licensors. Wonderlic or its licensors own and reserve all rights, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to You to use the Services. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms.

6.2 Confidential Information. During your use of the Services, Wonderlic may share information with You that is confidential, sensitive or should be kept secret. For example, the contents of questionnaires or exams included with the Services should always be considered confidential to Wonderlic.

In addition, if Wonderlic provides any documents or information to You that are labeled “confidential” (or something similar), or provides information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential, such information is to be treated as Wonderlic’s confidential information. Other than personally identifiable information (which Wonderlic agrees not to knowingly disclose to any third party), Wonderlic is under no obligation to keep confidential any information that You provide to Wonderlic, whether through the Services or otherwise. In particular, if You provide information that: (a) Wonderlic already knows at the time of disclosure; (b) was provided to Wonderlic by a third party who had the right to disclose it; (c) is generally available to the public; or (d) was independently developed by Wonderlic without using any of Your confidential information, then that information will not be considered confidential. The same goes for information that Wonderlic provides to You that falls into any of these categories. Subject to applicable law, including the Ohio Public Records Act set forth in R.C.

Chapter 149, and notwithstanding any other provision of this Agreement to the contrary, Client agrees that Client: (i) will treat Wonderlic’s information with at least the same degree of care that Client treats its own confidential information; (ii) will use Wonderlic’s confidential information only in connection with these Terms and the Services; (iii) only share the information with others who have a need to know in connection with the Services and who have agreed in writing to treat it as confidential (as outlined in this section); and

(iv) not share the information with any third party except as allowed in these Terms or through the Services.

6.3 Comments and Usage Data. For the avoidance of doubt, if You provide comments, suggestions and recommendations to Wonderlic about the Services (e.g., modifications, enhancements, improvements) (collectively, “Feedback”), You are automatically assigning all of Your rights in such Feedback to Wonderlic. In addition, Wonderlic shall have and retain the right to collect, store, and use usage data derived from Your use of the Services and Third-Party Products and Third-Party Services (“Usage Data”) for its and its affiliates’ own business purposes, including, without limitation, support, operational planning, product innovation and sales and marketing of the Services and other services. Wonderlic agrees not to publicly disclose any Usage Data in a manner that could reasonably be expected to identify You.

7. ACCEPTABLE USE POLICY

7.1 You agree You will not, nor will You encourage, permit, or assist others to, harm the Services or use the Services to harm others. For example, You must not use the Services to harm, threaten, or harass another person, organization or Wonderlic and/or to build a similar service or compete with Wonderlic. You must not: (a) damage, disable, overburden, or impair the Services (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Wonderlic) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services to, and/or cause Wonderlic to, violate any law or distribute any malware or malicious content to any third party (including any Candidate); (g) use the Services to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (h) use the Services in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity; (i) distribute, post, share information or content illegally or without permission; (j) use the Services to disseminate or promote terrorism or terrorist activities; (k) use the Services to disseminate material that may infringe upon legally protected social rights and freedoms of a person(s) and/or as defined by domestic and public international laws and/or other legal norms; or (l) discriminate against or violate the rights of any individual (including but not limited to any Candidate).

7.2 In addition, You agree You will not, nor will You encourage, permit, or assist others to, (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Site or Services in any form or media or by any means; or

(b) reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services; or (c) access all or any part of the Services in order to build a product or service that competes with the Services; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services or their output (including, without limitation, reports and analytics), or otherwise make the Services or their output (including, without limitation, reports and analytics) available to any third party (e.g., as a service bureau); or (e) circumvent or disable any security or other technological features or measures of the Services.

8. TERM AND TERMINATION.

8.1 Term. The term of an Agreement shall be the term set forth in the Agreement for Services (“Term”).

8.2 Termination. An Agreement may be terminated by either party if the other party commits a material breach of these Terms, Ancillary Terms or an Agreement and such breach is not cured within fifteen (15) days of the breaching party’s receipt of notice of the breach. In the event that You materially breach and fail to timely cure under any one Agreement with Wonderlic, Wonderlic may terminate all Agreements with You based on such uncured material breach. Any failure by You to timely make payment to Wonderlic in accordance with the terms of an Agreement shall be deemed a material breach.

8.3 Suspension of Services. You agree and acknowledge that Wonderlic may suspend or terminate Your access to the Services at any time in its sole discretion if (a) You are in breach of these Terms or an Agreement; (b) Your use of the Services could…