This Acceptable Use Policy (“AUP”) describes acceptable and unacceptable uses of the products and/or services that Gem Software, Inc. or its affiliates (“Gem,” “we,” or “us”) offers its customers (the “Services”). By using the Services, you agree to comply with this AUP, which supplements and/or modifies your Services contract with Gem. Gem may modify this AUP at any time by posting a revised version on our website, which will be effective as of the AUP’s Effective Date. You are responsible for reading and complying with the latest version of this AUP.

We will enforce compliance with this AUP by using methods that we consider to be appropriate, such as complaint and email failure monitoring. If you violate this AUP or authorize or assist others to do so, we may suspend or terminate your access to the Services. We are not obligated to, but may choose to, remove any prohibited materials and deny access to any person who violates this AUP. We further reserve all other rights.

1. Acceptable and Prohibited Use of Gem Services

Your Obligations in Using the Services.

You will:

• use the Services only for legitimate talent acquisition purposes (sourcing, recruiting and networking with potential candidates for employment), and not for any other purpose (such as sales and commercial marketing);
• ensure that the data that you submit to and use with the Services, and your use of the Services, complies with all applicable laws and regulations;
• use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a username or password;
• comply in all respects with all applicable terms and policies of all third party applications, services and products that you use or access in connection with your use of the Services, including those that Customer chooses to integrate with the Services; and
• promptly notify us at legal@gem.com of any known or suspected violation of this AUP.

Prohibited Use of the Services.

You will not use the Services in any way that, or with content that:

• is defamatory, libelous, threatening, abusive (including for harassment or stalking), deceptive, false, misleading, or fraudulent;
• violates any individual’s legal rights, including rights related to privacy and/or publicity;
• infringes upon or misappropriates someone else’s copyright, patent, trademark, trade secret, or other intellectual property right, or that is inappropriate, vulgar, obscene, tortious, injurious or unlawful;
• allows for the collection, posting, uploading, publishing, linking to, or otherwise transmitting or distributing any data, content or other material protected by intellectual property laws, rights of privacy or publicity, unless you have all licenses, rights, valid legal bases and consents to do so;
• attempts to reverse engineer, decompile, hack, disable, disassemble, modify, copy or create derivative works of the features, functionality, performance or other aspects of the Services;
• violates the usage standards, rules, or policies of an entity affected by your use, including without limitation any ISP, ESP, and news or user group;
• violates any applicable law, regulation or trade sanction, including without limitation: all privacy and data protection laws in relevant jurisdictions; all export laws and regulations; the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM Act), Canada’s Anti-Spam Legislation (CASL), and any other laws or regulations applicable in your or your email recipient’s country of residence; the U.S Telephone Consumer Protection Act of 1991; the Do-Not-Call Implementation Act of 2003; the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000 on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market, along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector; the Personal Information Protection and Electronic Documents Act (PIPEDA); and regulations of the U.S. Securities and Exchange Commission or other securities exchange;
• collects, submits to the Services or processes highly sensitive information such as social security numbers, credit card or financial account numbers, personal health information, biometric data, or other health or medical information. Without limiting the generality of the foregoing, Gem’s Services do not process health information from HIPAA-covered entities for the purpose of performing a function or activity on behalf of the covered entity;
• causes Gem to become subject to or violate any industry-specific laws or regulations applicable to your company, the data that you submit to the Services or your particular use of the Services;
• disrupts, interferes with or otherwise impacts the normal operation, privacy, integrity or security of the Services or another person or entity’s account, systems, facilities, networks, data, business operations or other property;
• uploads to or uses the Services to transmit any data, file, software or link that contains or redirects to a virus, trojan horse, worm, malware or other harmful component, or a technology that unlawfully accesses, monitors, uses or makes reference to another’s information or other property;
• sends altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
• attempts to gain unauthorized access to the Services or defeat, avoid, bypass, remove, deactivate or circumvent any software protection or monitoring mechanisms of the Services;
• is prohibited, including building a similar or competitive product or service, for competitive benchmarking purposes, or copying any ideas, features, functions or graphics of the Services; or
• authorize, permit, enable, induce or encourage any third party to do any of the above.

If you use any of Gem’s hosted webpage Services: Gem uses third party analytics services in order to better understand how our users are engaging with our Services. You are solely responsible for posting and complying with an appropriate privacy policy on your webpage and disclosing to your site visitors the use of Google Analytics and how it collects and processes data. To learn more about using Google Analytics, visit their help center. This can be done by displaying a prominent link to their site. For example: “How Google uses information from sites or apps that use our services” located at: www.google.com/policies/privacy/partners, or any other url that Google may provide from time to time.

2. No SPAM; Digital Messaging

Digital messages sent through the Services must be sent in compliance with this AUP. Your non-compliance may result in our refusal to send digital messages or our suspension and/or termination of your account.

You will not directly or indirectly use, or permit others to use, the Services in any way to send, transmit, handle, distribute or deliver: (a) unsolicited email (“spam” or “spamming”) or commercial electronic messages in violation of the CAN-SPAM Act or Canada’s Anti-Spam Legislation (CASL) (S.C. 2010, c. 23) or any other law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping); (c) email to an address that is incomplete, inaccurate and/or to recipients who have not opted-in to the receipt of such messages or who have withdrawn prior consent; or (d) email that results in excessive complaints, bounces, or blocklistings (even if the messages themselves are not actually spam).

You agree that you are the sole initiator of any call or other communication transmitted using the Services or using Gem data or content. We are not responsible for reviewing any communication you make or receive via the Services or for obtaining any necessary consents or permissions from the recipients of your communications. You agree to abide by all applicable laws, rules, and regulations that place restrictions on certain types of phone calls, emails, SMS/MMS, or other electronic messages (including allowing and complying with opt out, unsubscribe, and similar choices), and you are solely responsible for all acts or omissions of yours that occur under this AUP.

If you use the Services or any Gem data or content to communicate with any individual, you acknowledge that you will (i) manually place any phone calls or text messages to any individual and will not use any automatic telephone dialing system (ATDS), recordings, or simulated voices to make calls; and (ii) respect any choices any individuals make, including to opt out of receiving further communications by any means from you and have evidence of consent for any messages sent via the Services.

In addition to the above, when sending SMS/MMS messages via the Services, you must comply with SMS/MMS providers’ applicable acceptable use and messaging policies (e.g., Twilio, TCR, etc.); applicable industry standards and guidelines, including the CTIA Messaging Principles and Best Practices and applicable carrier (e.g., AT&T, Verizon, etc.) guidelines and/or codes of conduct; and, where applicable, the CTIA Short Code Monitoring Handbook, and Short Code Registry Acceptable Use Policy, and terms and conditions applicable to obtaining a short code, including iConnective, LLC (the short code registry service provider) Registrant Sublicense Agreement, and Canadian Common Short Codes Code of Conduct, including any other applicable carrier guidelines (as amended from time to time) for any country where you intend to send SMS/MMS message.

3. Prohibited Email Content and Formatting and Email Best Practices

Email you send or is sent for you using the Services may not: (a) use or contain invalid or forged headers or header information that is false or misleading; (b) use or contain invalid or non-existent domain names; (c) employ any technique to otherwise misrepresent, hide, or obscure any information in identifying the point of origin or the transmission path; (d) use other means of deceptive addressing; (e) use a third party's internet domain name without their consent or be relayed from or through a third party's equipment without the third party’s permission; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use Gem’s trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines. You are prohibited from emailing purchased lists using the Services.

If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group (M3AAWG) Sender Best Communications Practices (BCP), which were created and agreed upon with collaborative input from both volume email senders and Internet Service Providers. The Sender Best Communications Practices document is available at https://www.m3aawg.org/sites/default/files/document/M3AAWG_Senders_BCP_Ver3-2015-02.pdf. You agree to use commercially reasonable efforts to follow these practices.

4. Email Opt-out Requirements

You warrant that each email you send or is sent for you using the Services will contain information describing how the recipient may unsubscribe, opt-out, or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped, and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information. These requirements may not apply if the email sent is a transactional email and these requirements are not otherwise required by law. You warrant that you will promptly comply with all opt-out, unsubscribe, "do not call" and "do not send" requests.

5. Gem Trademark Use

You may not use Gem’s name, logo, tagline, trademark, or other service mark of ours or the Services, or any identifier or tag generated by the Services, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us); (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity without our express prior written consent. You also agree not to remove or alter any of these items as we may have provided or enabled.

6. Reporting Suspected Violations

Gem takes adherence to this AUP seriously. We encourage recipients of email messages sent using the Services to report suspected violations of this AUP to us at legal@gem.com, by forwarding a copy of the email received, with full headers. We will investigate reports and respond in the way we consider appropriate.

Effective Date: June 22, 2023