Faethm Service Schedule

Version 2.0 
Updated October 2023 

This Faethm Product Schedule is incorporated by reference into the Workforce Skills Agreement (the “Agreement”) when a Client purchases a Faethm product. Capitalized terms not otherwise defined in this Service Schedule shall have the meaning set forth in the Agreement.

1.    DEFINITIONS

1.1    “Platform” means the proprietary predictive platform providing analytics on workforce-relevant skills, job roles and organizational design. The Platform makes up part of the Services as such term is defined in the Agreement

1.2   “Platform Output” means the analytic reporting and associated analysis resulting from Client’s use of the Platform.  

2.    LICENSE TO CLIENT DATA. Client grants to Pearson a worldwide, non-exclusive, limited-term license to access, use, process, copy, distribute, perform, export and display Client Data only as necessary:

2.1 To provide, maintain, and update the Services;

2.2 to prevent or address service, security, support, or technical issues;

2.3 As required by law and subject to the compelled disclosure requirements; and

2.4 as expressly permitted in writing by Client.

3.   LICENSE TO PLATFORM OUTPUT AND USAGE RESTRICTIONS.

3.1 Usage. Client may access the Platform and generate Platform Output during Term.

3.2 Limited License. Subject to the terms and conditions of this schedule, Pearson grants Client a limited, revocable, non-sublicensable, non-transferable, non-exclusive license to access the Platform and use the Platform Output solely for Client’s internal business purposes.

3.3 Usage Restriction. No data from the Platform, including any Platform Output may be copied, publicly displayed, reproduced, uploaded, downloaded, transmitted or otherwise used other than as set forth in this Agreement. Publication or other publicization of the Platform Output external to the Client requires the express prior written consent of Pearson and attribution consistent with Pearson’s then-current requirements.

3.4 Retention. Except for the reasonable requirements of business continuity planning and disaster recovery, Client may not archive or retain any data in any form without Pearson’s written permission. Client shall not:

(i) make the Platform or Platform Output available to, or use the Platform or Platform Ouput for the benefit of, anyone other than Client; this includes using the Platform Output in models, tools or platforms that Client sells or otherwise makes available to third parties;

(ii) sell, resell, license, sublicense, distribute, rent or lease the Platform or the Platform Output, or include the Platform or Platform Output in a service bureau or outsourcing offering;

(iii) store or transmit infringing, libelous, or otherwise unlawful or tortious material through the Platform;

(iv) store or transmit material in violation of third-party intellectual property, proprietary, privacy, or similar rights through the Platform;

(v) store or transmit malicious code through the Platform;

(vi) interfere with or disrupt the integrity or performance of the Platform contained therein;

(vii) attempt to gain unauthorized access to the Platform or its related systems or networks;

(viii) permit direct or indirect access to or use of the Platform in a way that circumvents a contractual usage limit;

(ix) copy the Platform or any part, feature, function or user interface thereof;

(x) frame or mirror any part of the Platform;

(xi) access the Platform or Platform Output in order to build a competitive product or service;

(xii) reverse engineer the Platform or any part thereof;

(xiii) modify, translate, or otherwise create derivative works of the Platform or the Platform Output;

(xiv) allow the removal, alteration, covering, or obscuring of any of Pearson’s trademarks that appear on the Platform or Platform Output; or

(xv) promote, market, or sell any products or services that are competitive with the Platform.

3.5 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Pearson reserves all rights, title, and interest in and to the Platform, including all related intellectual property rights. No rights are granted to Client other than as expressly set forth herein.

[End of Schedule]