WOW EVOLUTION™ STANDARD TERMS AND CONDITIONS

STANDARD FORM — MUNICIPAL / PUBLIC-ENTITY CUSTOMERS

VERSION 1.0

 These Standard Terms and Conditions (the "Terms") are incorporated by reference into, and form part of, the WOW Evolution™ Order Form executed by CompClarity, LLC ("CompClarity" or "Company") and the client identified on that Order Form ("Client"). CompClarity and Client are each individually a "Party" and collectively the "Parties." These Terms govern Client's access to and use of the WOW Evolution™ software platform and related services, as summarized on the Order Form and detailed below.

WHEREAS, CompClarity has developed and owns WOW Evolution™, a cloud-hosted software application implementing the Worth of Work (WoW) job classification and compensation methodology (the "Software"); and

WHEREAS, Client desires to access and use the Software, together with related configuration, training, and support services, on a subscription basis, and CompClarity desires to provide such access and services, subject to these Terms;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1.  Definitions

1.1  "Software" means the WOW Evolution™ web application, provided on a cloud-hosted, software-as-a-service basis, including all updates, patches, and improvements made generally available by CompClarity to its subscribing customers during the Term.

1.2  "Client Data" means all data, records, job descriptions, employee and position information, compensation data, survey data, and configuration settings input, uploaded, or generated by Client in connection with its use of the Software.

1.3  "Services" means the implementation, configuration, training, consulting, customization, and maintenance services described in Section 6 and Schedule B.

1.4  "Documentation" means CompClarity's then-current user guides, training materials, and administrative documentation for the Software.

1.5  "Authorized Users" means Client's employees and authorized agents who are permitted to access the Software under Client's account, subject to any user-count or role limitations set forth in the Order Form.

1.6  "Contract Year" means each successive twelve (12) month period beginning on the Effective Date, or on the anniversary thereof.

1.7  "Annual Compensation Refresh" means the standardized annual deliverable described in Section 6.2, consisting of updated survey/market data integration, COLA application, and regeneration of Client's pay plan within the Software.

1.8  "Add-On Package" means a defined-scope, fixed-fee service offering described in Section 6.4 and Schedule B, covering work outside the standard annual support and refresh included in the subscription fee.

2.  Grant of License

2.1  Subject to these Terms and Client's timely payment of all applicable fees, CompClarity grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software, via the internet, solely for Client's own internal job classification, compensation, and payroll-planning purposes.

2.2  These Terms grant a license to use the Software only. No ownership interest, title, or other proprietary right in or to the Software, the underlying Worth of Work methodology, the source code, object code, algorithms, or any related documentation is transferred or conveyed to Client under these Terms, whether by implication, estoppel, or otherwise.

2.3  All rights not expressly granted to Client in these Terms are reserved by CompClarity.

3.  Restrictions on Use

Client shall not, and shall not permit any third party to:

•     Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Software;

•     Modify, adapt, translate, or create derivative works based on the Software or Documentation;

•     Sell, resell, rent, lease, sublicense, distribute, or otherwise make the Software available to any third party, including any other municipality, governmental entity, or consultant, without CompClarity's prior written consent;

•     Use the Software to build or support a product or service competitive with the Software;

•     Remove, obscure, or alter any proprietary notices on the Software or Documentation;

•     Access the Software to benchmark or evaluate it for competitive purposes; or

•     Exceed the number of Authorized Users or scope of use set forth in the Order Form.

Client acknowledges that a breach of this Section 3 causes harm to CompClarity that may not be fully compensable by monetary damages, and that CompClarity may seek injunctive relief in addition to any other remedies available at law or in equity.

4.  Hosting and Availability

4.1  The Software is hosted by CompClarity or its designated third-party cloud infrastructure provider. CompClarity is responsible for maintaining the hosting environment, applying security patches, and performing routine backups of Client Data as part of the Services.

4.2  CompClarity will use commercially reasonable efforts to make the Software available on a 24/7 basis, exclusive of scheduled maintenance windows (which CompClarity will endeavor to schedule outside of Client's normal business hours where practicable) and events beyond CompClarity's reasonable control (see Section 16, Force Majeure).

5.  Fees and Payment

5.1  In consideration for access to the Software and the Services described in Section 6, Client shall pay CompClarity the fees set forth on the Order Form and summarized below.

Period - Year 1 (Implementation)

What's Included - Platform access, configuration, data setup, and initial administrator/end-user training and consulting.

Fee - As designated on the Order Form

Period - Year 2 and each year thereafter

What's Included - Continued hosted access; unlimited self-serve support; one included Annual Compensation Refresh; self-service customization tools; data, administration-settings, and core-configuration maintenance (Section 6).

Fee - As designated on the Order Form

 5.2  Year 1 implementation fee is due and payable as follows: fifty percent (50%) upon execution of the Order Form, and the remaining fifty percent (50%) upon go-live of the Software for Client's use (or ninety (90) days after the Effective Date, whichever occurs first), unless otherwise stated on the Order Form.

5.3  Beginning in Year 2 and continuing thereafter for so long as the Order Form remains in effect, Client shall pay the monthly access and maintenance fee set forth on the Order Form in advance, on or before the first day of each month, by the payment method specified on the Order Form.

5.4  All fees are exclusive of applicable taxes. Client is a governmental entity and represents that it is exempt from applicable sales and use taxes; Client shall provide CompClarity a valid tax-exemption certificate upon request.

5.5  Late payments not disputed in good faith may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Utah law. CompClarity may suspend access to the Software if payment is more than thirty (30) days past due, following ten (10) days' written notice.

5.6  Fees for the monthly access and maintenance charge may be adjusted by CompClarity effective as of any Contract Year renewal upon at least sixty (60) days' prior written notice to Client, provided that any such increase in a single Contract Year shall not exceed the greater of five percent (5%) or the increase in the Consumer Price Index (CPI-U) for the applicable period, except as set forth in Schedule A (Personnel-Based Fee Escalator).

6.  Services Included

6.1  Year 1 Implementation

During Year 1, CompClarity will provide platform configuration, initial data migration/setup, and administrator and end-user training and consulting, as further described in Schedule B.

6.2  Annual Compensation Refresh (Year 2 and Beyond)

For each Contract Year beginning with Year 2, and for so long as Client's monthly access and maintenance subscription remains current, CompClarity will perform one (1) Annual Compensation Refresh per Contract Year at no additional charge, consisting of:

•     Integration of updated TechNet (or successor) survey/market data into Client's pay plan;

•     Application of Client's approved cost-of-living adjustment (COLA);

•     Regeneration of Client's pay plan, including min/mid/max ranges, within the Software; and

•     A summary review session confirming the refreshed pay plan before it is finalized.

The Annual Compensation Refresh is a defined, fixed-scope deliverable, not an hourly allowance; it is scheduled once per Contract Year at a mutually agreed time. Work outside this defined scope is available as an Add-On Package under Section 6.4.

6.3  Standard Support

CompClarity will provide Client unlimited standard support via its ticketing/help-desk system and knowledge base for questions regarding use of the Software, at no additional charge, with a target response time of two (2) business days. CompClarity will also make available periodic group training sessions (e.g., quarterly webinars, open to all subscribing customers) covering platform use, new features, and common administrative tasks. Standard Support does not include one-on-one consulting, data analysis, or custom configuration work, which are addressed in Section 6.4.

6.4  Self-Service Customization; Add-On Packages

The Software includes self-service administrative tools enabling Client to perform routine customization directly, without CompClarity assistance, including report formatting, addition of new job families or positions, and configuration of internal workflow settings, to the extent such tools are available in the then-current version of the Software.

Services beyond Standard Support and the Annual Compensation Refresh — such as one-on-one consulting, custom report development, bespoke data analysis, or configuration work outside the scope of the self-service tools — are available as defined-scope, fixed-fee Add-On Packages, or on an hourly basis at CompClarity's then-current standard rate, in either case as set forth in Schedule A and Schedule B. CompClarity will provide a written quote for any Add-On Package before beginning work.

6.5  Data, Administration, and Configuration Maintenance

For so long as Client's monthly access and maintenance subscription remains current, CompClarity will maintain Client's data, administration settings, and core platform configuration as part of the subscription fee, including routine backups and application of Software updates.

7.  Client Data; Retention and Purge

7.1  As between the Parties, Client retains all right, title, and interest in and to Client Data. Except as expressly permitted in Section 7.6 (Aggregated and De-Identified Data), CompClarity will use Client Data solely to provide the Software and Services under these Terms, and will not sell or use identifiable Client Data for any purpose unrelated to these Terms without Client's prior written consent.

7.2  If Client's monthly access and maintenance subscription lapses, is suspended, or is terminated for any reason, CompClarity will retain Client Data and Client's administration settings and core configuration, in a non-accessible archived state, for a period of two (2) years following the effective date of lapse, suspension, or termination (the "Retention Period").

7.3  During the Retention Period, Client may request reinstatement of its subscription or an export of Client Data in a reasonably usable electronic format. CompClarity may charge a reasonable fee for data export or reinstatement services performed outside of an active subscription, as set forth in Schedule A.

7.4  Upon expiration of the Retention Period without reinstatement, CompClarity may permanently delete and purge all Client Data, administration settings, and configuration from its systems, without further notice or liability to Client. Client is solely responsible for requesting an export of Client Data prior to expiration of the Retention Period.

7.5  Client is a public entity subject to the Utah Government Records Access and Management Act ("GRAMA") and other applicable public-records laws. Nothing in these Terms relieves Client of its own recordkeeping obligations under applicable law; Client is responsible for maintaining copies of records as required by law independent of CompClarity's retention of Client Data under this Section 7.

7.6  Aggregated and De-Identified Data. The Parties acknowledge that CompClarity derives significant value, and improves the Software and its compensation methodology for the benefit of all subscribers, by creating and maintaining aggregated, de-identified market datasets. The rights in this Section 7.6 are an express exception to the last sentence of Section 7.1.

(a)  Definition. "Aggregated Data" means data derived from Client Data that has been aggregated or combined with data from other clients or sources, and/or statistically de-identified, such that it does not identify, and cannot reasonably be used to identify, Client, any individual employee, applicant, or officeholder, or any specific position of Client. Aggregated Data excludes any data element that names, or is reasonably attributable to, Client or an identifiable individual.

(b)  License to Create and Use. Client grants CompClarity a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, and fully paid-up right and license to use, reproduce, and process Client Data in order to create Aggregated Data, and to use, reproduce, distribute, publish, license, sell, and otherwise commercialize such Aggregated Data — including as part of one or more compensation benchmarks, market datasets, indices, analytics, reports, and improvements to the Software and the Worth of Work methodology. This right survives expiration or termination of the Order Form and these Terms.

(c)  Ownership. As between the Parties, CompClarity owns all right, title, and interest in and to Aggregated Data and any benchmarks, market datasets, or derivative works CompClarity creates from it. Aggregated Data is not Client Data and is not subject to the retention, purge, export, or return provisions of this Section 7. Client's ownership of the underlying Client Data under Sections 7.1 and 8.2 is unaffected.

(d)  Public-Records Acknowledgment. Client acknowledges that certain Client Data, including public-employee compensation, may already constitute a public record under GRAMA or other applicable law. Nothing in this Section 7.6 limits or expands either Party's obligations with respect to public records.

8.  Intellectual Property Ownership

8.1  CompClarity retains sole and exclusive ownership of the Software, the Worth of Work methodology, all Documentation, and all associated intellectual property rights, including all improvements, enhancements, and derivative works thereof, whether or not developed in connection with Client's use or feedback.

8.2  Client Data is and remains the property of Client. CompClarity claims no ownership interest in Client Data, other than the limited rights necessary to provide the Software and Services under these Terms.

8.3  Any customization performed for Client under Section 6.4, whether self-service or delivered as an Add-On Package, becomes part of the Software made available to Client under the license granted in Section 2, but does not create any separate ownership interest for Client in the underlying Software or methodology, unless otherwise agreed in a separate signed writing.

9.  Confidentiality

9.1  Each Party may have access to non-public, proprietary information of the other Party ("Confidential Information"). Confidential Information includes, without limitation, the Software's non-public technical features, pricing under the Order Form, and Client Data.

9.2  Each Party agrees to protect the other Party's Confidential Information using the same degree of care it uses for its own confidential information of similar nature, but no less than reasonable care, and to use such Confidential Information solely to perform its obligations or exercise its rights under these Terms.

9.3  This Section 9 does not restrict Client's disclosure of records to the extent required under GRAMA or other applicable public-records law, provided Client gives CompClarity reasonable advance notice of any such request that implicates CompClarity's Confidential Information, to the extent Client is legally permitted to do so, so that CompClarity may seek a protective order or other appropriate remedy.

10.  Limited Warranty; Disclaimer

10.1  CompClarity warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

10.2  EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND COMPCLARITY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPCLARITY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

11.  Liability Defense

11.1  CompClarity shall defend and hold harmless Client from and against any third-party claims, to the extent arising from CompClarity's gross negligence, willful misconduct, or infringement of a third party's intellectual property rights by the unmodified Software, subject to the limitations in Section 12.

11.2  Client, to the extent permitted by applicable law (including any constitutional or statutory limitations on a governmental entity's ability to indemnify), shall be responsible for claims arising from Client's misuse of the Software, breach of Section 3 (Restrictions on Use), or Client's violation of applicable law in its use of the Software.

12.  Limitation of Liability

12.1  EXCEPT FOR A PARTY'S OBLIGATIONS UNDER SECTION 11 (LIABILITY DEFENSE) OR BREACH OF SECTION 3 (RESTRICTIONS ON USE) OR SECTION 9 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2  COMPCLARITY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPCLARITY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.  Term and Termination

13.1  Initial Term. The Order Form begins on the Effective Date and continues for an initial term of one (1) year, after which it automatically renews for successive one-year Contract Years unless either Party gives written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

13.2  Termination for Convenience. Client, as a public entity, may terminate the Order Form for convenience upon sixty (60) days' written notice, subject to payment of all fees accrued through the effective date of termination. The Order Form is further subject to non-appropriation under Section 15 (Government Provisions).

13.3  Termination for Cause. Either Party may terminate the Order Form upon written notice if the other Party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice describing the breach.

13.4  Effect of Termination. Upon termination or expiration, Client's right to access the Software immediately ends, and the data retention and purge provisions of Section 7 apply. Sections 2.2, 3, 7, 8, 9, 10.2, 11, 12, and 18 survive termination.

14.  Personnel-Based Fee Escalator

14.1  The Parties recognize that the scope of implementation, support, and hosting resources required to serve Client scales with the size of Client's workforce. Accordingly, the fees set forth in Section 5 and Schedule A are calculated based on Client's Personnel Tier, determined by Client's total budgeted full-time-equivalent (FTE) headcount as of the Effective Date, as set forth on the Order Form.

14.2  If Client's FTE headcount grows such that Client moves into a higher Personnel Tier during the Term (measured annually at each Contract Year renewal), CompClarity may adjust the monthly access and maintenance fee to the rate applicable to Client's new Personnel Tier, effective as of the next Contract Year, upon at least sixty (60) days' prior written notice.

14.3  A decrease in Client's FTE headcount does not automatically reduce fees to a lower Personnel Tier; any such adjustment is at CompClarity's discretion and subject to a documented headcount review.

15.  Government-Specific Provisions

15.1  Non-Appropriation. Client's obligations under the Order Form and these Terms are subject to the availability of funds lawfully appropriated for this purpose by Client's governing body. If funds are not appropriated for any fiscal period, Client may terminate upon written notice to CompClarity, effective at the end of the last fiscal period for which funds were appropriated, without further liability other than payment for Services and access already rendered.

15.2  Public Records. The Order Form, these Terms, and records related to them may be subject to disclosure under GRAMA. Any Confidential Information CompClarity wishes to protect from disclosure should be clearly marked and submitted with a GRAMA business-confidential claim in accordance with Utah Code § 63G-2-309, though Client cannot guarantee non-disclosure where required by law.

15.3  Compliance with Law. Each Party shall comply with all applicable federal, state, and local laws in its performance of the Order Form and these Terms.

16.  Force Majeure

Neither Party is liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or governmental action, provided the affected Party gives prompt notice and uses reasonable efforts to resume performance.

17.  Assignment

Neither Party may assign the Order Form or these Terms without the prior written consent of the other Party, not to be unreasonably withheld, except that CompClarity may assign in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to Client.

18.  Governing Law; Venue

The Order Form and these Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws principles. Any dispute shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah.

19.  General Provisions

19.1  Entire Agreement. The Order Form, together with these Terms and Schedules A and B, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior proposals, understandings, and agreements, written or oral, relating thereto.

19.2  Amendment. The Order Form and these Terms may be amended only by a written instrument signed by both Parties.

19.3  Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

19.4  Notices. All notices shall be in writing and delivered to the addresses set forth on the Order Form, by email (with confirmation of receipt) or by certified mail.

19.5  No Waiver. No failure or delay by either Party in exercising any right under these Terms operates as a waiver of that right.

19.6  Counterparts. The Order Form may be executed in counterparts, including by electronic signature, each of which is deemed an original.

19.7  Independent Contractor. CompClarity is an independent contractor, and nothing in these Terms creates a partnership, joint venture, or agency relationship between the Parties.

19.8  Version Control. These Terms may be updated by CompClarity from time to time as posted at www.getcompclarity.com/terms. The version in effect as of the Effective Date of Client's Order Form governs that Order Form for its Initial Term and any renewal, unless Client agrees in writing to a superseding version. CompClarity retains a dated, archived copy of each version of these Terms and will provide Client's applicable version upon request.

Schedule A — Standard Rates and Fee Tiers

This Schedule documents CompClarity's standard rates and fee tiers referenced in these Terms. Client-specific figures (fee amount, FTE headcount, payment method, Authorized Users) are set on the Order Form.

Personnel-Based Fee Escalator

Tier FTE Headcount Monthly Fee

1 Up to 75 FTE $500 / mo

2 76 – 250 FTE $650 / mo

3 251 – 600 FTE $850 / mo

4 600+ FTE Custom quote

Standard Hourly Rate (Add-On Package work billed hourly): $160 / hour

Add-On Package Price List: See Schedule B

Data export / reinstatement fee (Section 7.3): $500

Schedule B — Services Detail

Year 1 Implementation Services

•     Platform account provisioning and initial configuration

•     Data migration / initial census and job data setup

•     Administrator training (platform navigation, job scoring, pay-plan generation)

•     End-user / HR team training as applicable

•     Initial consulting support through go-live

Year 2+ Included Services (Subscription Fee)

•     One (1) Annual Compensation Refresh per Contract Year — updated survey/market data integration, COLA application, and pay plan regeneration (Section 6.2)

•     Unlimited standard support via ticketing/help desk and knowledge base, target 2-business-day response (Section 6.3)

•     Periodic group training sessions (e.g., quarterly webinars), open to all subscribing customers (Section 6.3)

•     Self-service customization tools within the Software: report formatting, new job family/position setup, workflow configuration (Section 6.4)

•     Ongoing data, administration-settings, and core-configuration maintenance (Section 6.5)

Add-On Packages (Fixed-Fee, Quoted in Advance)

•     One-on-one consulting session / strategy call — $160/hour, one-hour minimum

•     Custom report development — $500 flat fee per report

•     New-hire HR staff onboarding / refresher training (live, 1:1) — $400 flat fee per session

•     New job family or position-series setup beyond self-service tool scope — $250 flat fee per family

•     Bespoke data analysis or configuration outside self-service tool scope — quoted per project, or $160/hour