PEO Sales Effectiveness Benchmark Study

1. Study Description and Purpose

The Study is a voluntary, free-of-charge benchmarking initiative designed to collect, analyze, and report on sales effectiveness practices and pipeline performance metrics among Professional Employer Organizations (“PEOs”). Trajectix will compile submitted data to produce aggregated and anonymized benchmark reports. Participation is entirely voluntary, and no payment or financial consideration is owed to or from either party.

2. Voluntary Participation; No Proprietary Data Required

Participation in the Study is voluntary. Trajectix does not require Participant to submit any data that Participant considers proprietary, confidential, or competitively sensitive. Participant is solely responsible for determining what data, if any, it chooses to submit. By submitting data, Participant represents and warrants that it has all necessary rights and authority to provide such data to Trajectix and that such submission does not violate any law, regulation, contractual obligation, or third-party right.

3. Participant Eligibility and Representations

By registering for or submitting data to the Study, Participant represents, warrants, and covenants to Trajectix that:

Trajectix reserves the right to verify Participant's eligibility and to disqualify or remove any Participant that does not meet the eligibility requirements set forth herein. Misrepresentation of eligibility shall constitute a material breach of this Agreement.

4. Data Accuracy and Completeness

Participant represents and warrants that all Submitted Data, including survey responses and pipeline data provided via the data upload template, is, to the best of Participant's knowledge:

• accurate, complete, and not materially misleading at the time of submission;
• reflective of Participant's actual organizational practices, sales structure, and pipeline performance; and
• not fabricated, estimated without reasonable basis, or intentionally distorted to influence benchmark results.

Participant acknowledges that the integrity of the Study and the usefulness of the Participant Report depend on the accuracy of all submissions. Trajectix shall have no liability for any inaccuracies in Participant's Report or in benchmark results that arise from inaccurate or incomplete Submitted Data provided by Participant or any other participant. Submission of materially inaccurate data shall constitute a material breach of this Agreement and may result in disqualification from the Study.

5. Grant of Rights to Submitted Data

By submitting any data, survey responses, or other information to the Study (collectively, “Submitted Data”), Participant hereby grants to Trajectix a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to:

• use, process, analyze, aggregate, and anonymize the Submitted Data;
• incorporate anonymized and/or aggregated Submitted Data into benchmark reports, research findings, presentations, marketing materials, and other works (“Benchmark Works”);
• publish, distribute, display, and otherwise exploit Benchmark Works in any medium or format, now known or hereafter developed;
• retain and use anonymized and aggregated data derived from Submitted Data indefinitely for benchmarking, research, product development, and business purposes.

No Submitted Data will be attributed to or associated with Participant by name or in any individually identifiable manner in any public-facing publication, except as expressly set forth in Section 10 (Recognition and Awards) below.

6. Confidentiality of Participant Identity

Trajectix will use commercially reasonable efforts to prevent disclosure of Submitted Data in a form that identifies Participant to other Study participants or to the general public. Notwithstanding the foregoing, Trajectix may disclose Submitted Data: (a) in anonymized or aggregated form that does not identify Participant; (b) as required by applicable law, regulation, legal process, or governmental authority; (c) to Trajectix's employees, contractors, advisors, and service providers who have a need to know and are bound by obligations of confidentiality no less protective than those set forth herein; or (d) with Participant's prior written consent.

7. Benchmark Report Delivery

8. Intellectual Property Ownership

All Benchmark Works, reports, analyses, methodologies, tools, templates, and other materials created by Trajectix in connection with the Study (“Trajectix IP”) are and shall remain the sole and exclusive property of Trajectix. Participant acquires no ownership interest or license in Trajectix IP except the limited right to use its own Participant Report for internal business purposes. Participant shall not reproduce, distribute, sell, or publicly display any Trajectix IP without the prior written consent of Trajectix.

9. Permitted Use of Study Outputs

Participant may use its Participant Report solely for Participant's internal business purposes. Participant shall not:

• share, disclose, or distribute the Participant Report to any third party without Trajectix's prior written consent;
• use the Participant Report or any Study findings in competitive intelligence activities directed at other Study participants; or
• represent to any third party that Trajectix has endorsed Participant's products or services.

10. Recognition and Awards

Trajectix reserves the right, in its sole and absolute discretion, to create programs recognizing outstanding Participant performance based on benchmark data (“Recognition Programs”). Recognition Programs may include, without limitation, awards, badges, rankings, or other public acknowledgments. If Trajectix elects to publicly identify a Participant in connection with a Recognition Program, Trajectix will notify Participant in advance and obtain Participant's consent prior to any public identification. Participation in any Recognition Program is voluntary. Trajectix makes no guarantee that any Recognition Program will be created or that any Participant will be selected.

11. Disclaimer of Warranties

THE STUDY AND ALL RELATED SERVICES, REPORTS, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. TRAJECTIX DOES NOT WARRANT THAT THE STUDY WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PARTICULAR DELIVERABLE WILL BE PROVIDED.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRAJECTIX, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE STUDY, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF TRAJECTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TRAJECTIX'S TOTAL CUMULATIVE LIABILITY TO PARTICIPANT FOR ANY CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

13. Indemnification

Participant shall defend, indemnify, and hold harmless Trajectix and its members, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Participant's breach of any representation, warranty, or obligation under this Agreement; (b) Participant's submission of data that violates any third-party right, law, or regulation; or (c) Participant's use of any Study output in violation of this Agreement.

14. Termination

Either party may withdraw from the Study at any time upon written notice to the other party. Upon Participant's withdrawal, Trajectix may retain and continue to use anonymized and aggregated data derived from Submitted Data as set forth in Section 3. Trajectix's rights under Sections 5, 8, 11, 12, 13, and 15 shall survive any termination or withdrawal.

15. General Provisions