Remarketing by HOLMAN Site Terms of Use

Effective Date: 28 March 2022

You agree, for yourself and your employer to be bound by the following. The term "You" means you and your employer, and all your employer's affiliates, contractors and agents, current and future.

1. If you are a Holman client, then please note that as between such HOLMAN Client and HOLMAN, the terms of the definitive contract between such HOLMAN Client and HOLMAN govern any conflict between such contract and these terms.

2. You shall treat all data and information available within the Remarketing by HOLMAN Site (current or future) ("HOLMAN Confidential Information") as confidential and proprietary information of HOLMAN, and in particular, as HOLMAN trade secrets.

3. You shall hold all HOLMAN Confidential Information in confidence, and you shall not disclose HOLMAN Confidential Information to any third person or entity, except to the HOLMAN Client who is your employer or to the HOLMAN Client to whom you are contracted to provide services, and then only for the duration of such contract, and only for the lawful purposes expressly stated in such contract. Notwithstanding the provisions of such contract, under no circumstances shall you use any HOLMAN Confidential Information in connection with your own commercial services or products except for the sole purpose of fulfilling your contractual obligations to the HOLMAN Client and subject to the destruction requirements in paragraph 4 below. Your nondisclosure and other obligations include any personal information or personal data protected by national or other law, such as nonpublic personal information (as defined in Section 509 of the Gramm-Leach-Bliley Act (P.L. 106-102) (15 U.S.C. Section 6809), as amended), and personal data (as defined in the EU General Data Protection Regulation), and as to such personal information or personal data, such obligations continue in effect under and as required by such laws.

4. You shall protect the HOLMAN Confidential Information you view using the same standard of care that you apply to protect your own most sensitive proprietary or confidential information, and, in any event, shall employ at least a reasonable degree of care to protect the Confidential Information. If you are contracted to provide services to a Holman client, then on expiration or termination of such contract, you shall delete and destroy any HOLMAN Confidential Information in your possession, including any work product incorporating such HOLMAN Confidential Information, unless otherwise authorized in writing by HOLMAN.

5. You agree that HOLMAN makes no representation as to any data or information within the Remarketing by HOLMAN Site, including accuracy or completeness, and that you have no rights in any data or information within the Remarketing by HOLMAN Site. You agree that HOLMAN shall not be held liable for any damages, including but not limited to direct, indirect, special, or consequential damages, arising out of, resulting from, or in any way related to access or use of the Remarketing by HOLMAN Site. You hereby assign to HOLMAN all intellectual property rights, including copyrights, arising out of your access to and use of the Remarketing by HOLMAN Site.

6. At any time and from time to time, HOLMAN may demand in writing an accounting of all access made by you to the Remarketing by HOLMAN Site, in order to confirm compliance with these terms. Such demand may include documentation establishing your contractor status with a Holman client, the duration of such contract and the basis under the contract for you to access the Remarketing by HOLMAN Site. You shall provide such documents, on HOLMAN's request, and you may make reasonable redactions to protect your own confidential information, so long as such redactions do not impede HOLMAN's review for compliance. HOLMAN may, in its sole discretion, limit, suspend, or revoke your access to the Remarketing by HOLMAN Site.

7. These terms supersede all prior agreements, understandings, course of performance, course of dealing or practices. As between the HOLMAN Client and HOLMAN, the terms of the definitive contract between the HOLMAN Client and HOLMAN govern any conflict between such contract and these terms. These terms may not be modified or assigned without the prior written consent of HOLMAN. The failure of HOLMAN to exercise any right under these terms is not a waiver of such right.

8. These terms are necessary for the protection of HOLMAN Confidential Information. You agree that any breach by you of these terms may cause HOLMAN substantial and irreparable harm and, therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, HOLMAN shall have the right to seek specific performance and other injunctive and equitable relief without the requirement of posting a bond or other security.

9. These terms are governed by New Jersey law without regard to choice of laws rules. Any litigation hereunder shall be commenced and maintained in US District Court, District of New Jersey, sitting in Camden, New Jersey, or if jurisdiction is lacking, in New Jersey state court, Burlington County, New Jersey. The parties waive the right to trial by jury.

10. HOLMAN reserves the right to modify these terms at any time in its sole discretion. These terms if modified shall become effective immediately upon posting. Each time you access the Remarketing by HOLMAN Site you agree to be bound by the then-applicable terms. If HOLMAN modifies these terms, then HOLMAN shall place a notice of such modification within the Warning notice located on the Remarketing by HOLMAN Site logon page.