ACCEPTANCE OF USER AGREEMENT

Please review the following User Agreement (this "User Agreement") carefully, as it forms the basis of a legally binding contract between you and SurePeople, Inc. ("SurePeople," "we," "our," or "us") regarding your access to and use of our publicly available websites (the "Websites"), our online applications (the "Web Applications"), or our mobile applications for the iOS and Android operating systems (the "Mobile Applications"), and any information or documentation we provide in connection with the foregoing. You agree to be bound by all of the terms and conditions set forth herein by accessing any Websites, Web Applications, or Mobile Applications (collectively, the "Platform" and your access to the Platform, the "Membership").

For clarity, "You" and "Your" refer to the person accessing or using the Service (as herein defined), or if you create an account on behalf of an employer, company, organization, or other entity, then (i) all references to "You" herein includes you and that entity, (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this User Agreement, (iii) you agree to this User Agreement on the entity’s behalf.

INTRODUCTION

SurePeople permits individuals to complete psychometric or skills assessments, surveys, and questionnaires (each, a "Prism Questionnaire" and, collectively, the "Prism Questionnaires"), to be used by one of our client companies, who may be employers or consultants (each a "Client") and offers the individuals and the Clients access to specific workforce tools, learning & development solutions, content, digital programs, and other services accessible through the Platform, including, but not limited to, people analytics (collectively, the "Service").

SurePeople reserves the right to change this User Agreement or the Service from time to time in its sole discretion by posting such revised terms and conditions on the Platform. Your continued use of the Platform following any such change constitutes your acknowledgment of such change(s) and your agreement to follow and be bound by the modified terms and conditions, if any.

USE OF THE SERVICE

If the Client has referred you to take a Prism Questionnaire on the Platform, then you agree that you are utilizing the Service at the request of and for the benefit of a Client. Then-current employees of the Client and potential employment candidates of the Client may take and provide answers to one or more Prism Questionnaires through the Service, as requested by the Client. After completing the Prism Questionnaires or other surveys or processes, SurePeople will prepare a profile, report, and other analytics based on your responses and potentially those of others solicited through the process with your knowledge and involvement (each a "Prism Portrait"). SurePeople is not responsible, in any way, either for the accuracy of or your (or any Client’s) use of the Prism Portrait so produced. For clarity, you expressly agree that in no event shall SurePeople be deemed responsible for any policies or employment decisions made by the Client (or any other party) directly or indirectly due to the Prism Portrait. By accessing the Platform, you agree not to bring, file, or participate in any claim, suit, or complaint against SurePeople as a result of any hiring or termination decision made by the Client or by any other person, whether facilitated by a Prism Portrait or otherwise.

The Platform and Service may not be used unless you are 18 years of age or older. Additional age restrictions may be imposed by us or Clients with respect to the use of the Service.

When using the Service, you further agree not to:

• upload, transmit, post, e-mail or otherwise make available to the Platform, any content, or other material in any format that: (i) is false, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, discriminatory, invasive of another’s privacy, defamatory or otherwise objectionable; (ii) infringes any third party’s intellectual property; or (iii) contains viruses, worms, Trojan horses, back doors or trap doors, corrupted files, or any other similar software or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• alter, remove, or falsify any attributions or other proprietary designations of origin or source of any content appearing on the Platform or contained in a file that is uploaded to the Platform;
• impersonate any person or entity, including, but not limited to, a SurePeople or Client employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• attempt, through any means, to gain unauthorized access to the Platform or another user’s account on the Platform;
• forward or share any information regarding the Service or the Platform, including, but not limited to, a Prism Questionnaire furnished through the Service, to any third party;
• reproduce any content from the Platform, other than for your or a Client’s non-commercial personal or otherwise permitted use; or
• use any robot, spider, other automatic devices, or manual process to monitor or copy web pages or the content contained herein without our prior expressed written permission. Additionally, you agree that you will not take any action that imposes an unreasonable or disproportionately large load on SurePeople’s infrastructure.

The use of any device, software, or routine that interferes or attempts to interfere with the proper working of the Platform is expressly prohibited and shall result in your immediate termination from the Platform.

Passwords and Security

You agree that you will not: (a) permit other individuals to use your login information and password; or (b) copy any portion of any assessments or survey provided through the Service. Please note that you are solely responsible for all activities that occur under your account and for ensuring that you exit or log off from your account at the end of each session of use. You shall notify SurePeople immediately of any unauthorized use of your password or account or any other breach of security that you know or suspect. User accounts cannot be “shared” or used by more than one individual. User licenses can be transferred to a new user only if a previous user becomes inactive and cannot access the Service. You remain solely responsible for any authorized or unauthorized use of your password.

PROPRIETARY RIGHTS RESTRICTIONS

A. Platform Materials

All material on the Platform, including, without limitation, all informational text, design of and "look and feel" of the Platform, layout, photographs, graphics, audio, video, messages, files, documents, images, or other materials (collectively, the "Materials"), whether publicly posted or privately transmitted, as well as all derivative works, are owned by SurePeople or other parties that have licensed their material to SurePeople and are protected by copyright, trademark, and other intellectual property laws. SurePeople disclaims any proprietary interest in trademarks, service marks, logos, slogans, domain names, and trade names other than its own. Trademarks, logos, images, and service marks displayed on the Platform are the property of either SurePeople or other third parties. You agree not to display or use such marks without SurePeople’s prior written permission.

The Materials on the Platform may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means. Any modification of the Materials, use of the Materials on any website or networked computer environment, or use of the Materials for any purpose other than personal, non-commercial use or approved Client internal human resources use is a violation of the copyright, trademark, and other proprietary rights in the Materials and is expressly prohibited.

The trademarks, logos, service marks, and trade names (collectively the "Trademarks") displayed on the Service or available through the Service are registered and unregistered Trademarks of ours and others and may not be used unless authorized by the trademark owner. All Trademarks not owned by us that appear on the Service are the property of their respective owners. Nothing contained on the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Service without our written permission or that of the third-party rights holder. Your misuse of the Trademarks displayed on the Service is strictly prohibited.

SurePeople alone shall own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Service ("Submissions"), and you agree to assign such Submissions to SurePeople free of charge. SurePeople may use such Submissions as it deems appropriate in its sole discretion.

B. User Content

The Service may include functionality to permit the submission of your content, whether manually at the direction of users of the Service or automatically in accordance with your account settings ("User Content") and the hosting, sharing, and/or publishing of such User Content. You warrant and represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. User Content includes, without limitation, any user profile information you submit and make publicly available, any information collected by the Platform, including, without limitation, information provided in responses to the Prism Questionnaire and any Prism Portrait generated through the use of the Service, and any information submitted by you to "tag" any activities recorded through the Service. You understand that SurePeople does not guarantee any confidentiality with respect to User Content that you submit and make available to others.

You shall be solely responsible for User Content you submit or allow to be collected and the consequences of our posting or publishing such User Content. In connection with any User Content you submit, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Service and this User Agreement; and (ii) you have the express specific, informed and unambiguous consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Service and this User Agreement. By submitting the User Content to us, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to edit, modify, truncate, aggregate, use, reproduce, distribute, prepare derivative works of, modify, display, perform, publish and otherwise commercially exploit all or any portion of the User Content in connection with our provision of the Service and our (and our successors’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels and sharing the User Content with social media platforms (i.e., posting User Content to Twitter or Facebook if enabled in your account’s sharing settings) with our business partners and licensees for informational and analytical purposes.

If your use of the Service is on behalf of or managed by a Client, your User Content may also be shared with that team or other organization as more fully described in our Privacy Policy. You consent to that sharing and acknowledge and agree that we are not responsible for any use or disclosure of your information by the Client. You also hereby grant each user of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display, publish and perform such User Content as permitted through the functionality of the Service and under this User Agreement. We may maintain copies of any User Content for purposes of backup, security, or maintenance, or as required by law.

In connection with User Content, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. We do not endorse any User Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with any User Content. We do not permit copyright infringing activities and infringement of intellectual property rights in connection with the Service, and we will remove all Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. We may remove any Content and User Content without prior notice. We may also terminate your access to the Service if you are determined to be a repeat infringer. A repeat infringer is anyone who has been notified of infringing activity more than once and/or has had any User Content removed from the Service more than twice. We also reserve the right to decide whether User Content is appropriate and complies with this User Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, Content or User content that is of excessive length, unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate. We may remove such User Content and/or terminate your access for uploading such material in violation of this User Agreement at any time, without prior notice and at our sole discretion.

We may aggregate and de-identify the data related to your use of the Platform, including data incorporated in your User Content or Prism Portrait. We may analyze your usage data and User Content when it is uploaded, sent, received, or stored. We may use your data, activity logs, and direct feedback to improve the Platform and Service.

We reserve the right to remove any User Content from the Platform at any time, for any reason (including, but not limited to if someone alleges you contributed User Content in violation of this User Agreement), in our sole discretion, and without notice.

Upon request, SurePeople will make a reasonable effort to remove any User Content, including any Prism Portrait, from the Platform. Users may request updates, deletion, access, or changes to their User Content by contacting us at privacy@surepeople.com.

NO PSYCHOLOGICAL ADVICE

SUREPEOPLE PROVIDES THE SERVICE FOR YOU TO TRACK, MANAGE, AND SHARE YOUR PERSONNEL-RELATED INFORMATION. THE SERVICES AND ANY RESULTS OR CONTENT DISPLAYED VIA THE SERVICE, WHETHER PROVIDED BY SUREPEOPLE OR THIRD PARTIES, DO NOT PROVIDE PSYCHOLOGICAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR (I) ADVICE FROM YOUR RELEVANT MEDICAL PROFESSIONAL OR SPECIALIST, OR ANY DIAGNOSIS OR TREATMENT OR (II) A VISIT, CALL OR CONSULTATION WITH YOUR RELEVANT MEDICAL PROFESSIONAL OR SPECIALIST. THE SERVICE DOES NOT AND ARE NOT INTENDED TO TREAT OR PREVENT ANY MEDICAL CONDITION. ALL CONTENT AVAILABLE THROUGH THE SERVICE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. USE OF THE SERVICE, OR COMMUNICATION WITH US VIA THE INTERNET, E-MAIL OR OTHER MEANS, DOES NOT CREATE ANY DOCTOR- OR THERAPIST-PATIENT RELATIONSHIP. IF YOU HAVE ANY MENTAL HEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR RELEVANT MEDICAL PROFESSIONAL OR SPECIALIST OR OTHER HEALTHCARE PROVIDER. YOU SHOULD NEVER DISREGARD PROFESSIONAL ADVICE OR DELAY IN SEEKING MENTAL HEALTH OR ANY HEALTH ADVICE BECAUSE OF ANY CONTENT PRESENTED ON THE SERVICE, AND YOU SHOULD NOT USE THE SERVICE OR ANY MATERIALS ON THE SERVICE FOR DIAGNOSING OR TREATING A MENTAL HEALTH OR ANY HEALTH PROBLEM.

Links to Other Web Sites

The Platform may contain links to third-party sites. The linked sites are not under the control of SurePeople. SurePeople does not endorse, adopt or undertake any responsibility for the content or privacy practices of any linked site, including, but not limited to, the information provided at the Platform that may link the user to a third-party website. In no event shall SurePeople or its licensors be responsible for any content or other materials on or available through such third-party sites.

INTERNATIONAL USE, LOCAL LAWS, AND EXPORT CONTROLS

We control and operate the Service from our offices in the United States of America. We do not represent that the Service is appropriate or available for use in other locations. Persons who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable. Any information collected through this Service will be transferred to and processed within the United States of America.

The Platform provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. You acknowledge and agree that the Platform shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the United States and the European Union maintains an embargo (collectively, the "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, the "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this Platform, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or a Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

Any diversion of the Platform’s content contrary to the United States or European Union (including European Union Member States) law is prohibited. Furthermore, none of the content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects unless specifically authorized by the United States Government or appropriate European body for such purposes.

CHANGES TO THE PLATFORM

SurePeople reserves the right to modify, suspend or discontinue all or any portion of the Platform and the Service at any time, without notice. Any new features to the current Platform or Service shall be subject to this User Agreement unless stated otherwise.

FAILURE TO ABIDE BY THIS USER AGREEMENT

SurePeople may, in its sole discretion, disable any user or Client password or terminate or suspend your account and any current activities at the Platform immediately, without notice to you, if you breach this User Agreement or if SurePeople is unable to verify or authenticate any information that you provide to us. SurePeople reserves the right, in its sole discretion, to refuse access to any user at any time to those portions of the Platform that require registration. You agree that SurePeople shall not be liable to you or any third party for any termination of your access to any Material, content, the Service, or the Platform.

SUREPEOPLE PRIVACY POLICY

On-line information collected and certain other information about you is subject to our Privacy Policy. The Privacy Policy explains how SurePeople collects, uses, discloses, safeguards and provides accessibility to your information collected from the Platform. For more information, please see our full Privacy Policy. Your acceptance of this User Agreement also constitutes acknowledgment of and agreement to all terms and conditions set forth in the Privacy Policy.

To the extent that the Client requests that we disclose on-line personally-identifying information collected and certain other information about you to third parties, different policies may apply. SurePeople does not control the privacy policies of any third party, and we are not responsible for the use and dissemination of your personal identifying information by any such third parties. Therefore, we encourage you to contact the Client for the privacy policies of such third parties.

ARTIFICIAL INTELLIGENCE (AI) TECHNOLOGY

The Service and Materials include proprietary and third party advanced technologies, such as artificial intelligence, machine learning systems, and similar technology and features (together, "AI Technology"), including third party large language models ("LLM"). AI Technology made available in the Service includes the processing of information obtained in responses to a Prism Questionnaire to generate coaching advice. AI Technology is new and evolving. Some AI Technology, including third party LLM made available through the Service, allow users to submit queries or other prompts, and the AI Technology will generate and return to you content, recommendations, data, or other information through the Services ("Output").

You acknowledge and agree that, in addition to the limitations and restrictions set forth in this User Agreement, there are numerous limitations that apply with respect to AI Technology and the Output it generates, including that (i) it may contain errors or misleading information and may not be accurate or reliable; (ii) AI Technology is based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (iii) AI Technology can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense; (iv) AI Technology does not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey; (v) AI Technology can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive; (vi) AI Technology can struggle with complex tasks that require reasoning, judgment and decision-making; (vii) AI Technology require large amounts of data to train and generate content, and the data used to train AI Technology may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output; and (viii) AI Technology-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

You will use independent judgement and discretion before relying on or otherwise using Output. Output is for informational purposes only and is not a substitute for advice from a qualified professional.

SurePeople bears no liability to you or anyone else arising from or relating to your use of AI Technology or the Output created thereby.

GENERAL DISCLAIMER/LIMITATION OF LIABILITY; WARRANTIES.

USE AND BROWSING OF THE PLATFORM IS AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE) SHALL SUREPEOPLE ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUCCESSORS, HEIRS, OR ASSIGNS (COLLECTIVELY, THE "COVERED PARTIES") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, LIABILITIES, COSTS, DAMAGES, LOSSES, OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONBLE ATTORNEY’S FEES) ("LOSSES") RESULTING FROM YOUR USE OF THE PLATFORM OR THE SERVICE, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, ANY ACTIONS TAKEN BY THE CLIENT OR THIRD PARTIES BASED ON THE PRISM QUESTIONNAIRES OR ANY OTHER INFORMATION PROVIDED BY YOU THROUGH THE SERVICE, OR A LOSS OF OPPORTUNITY FOR EMPLOYMENT WITH THE CLIENT OR ANY OTHER EMPLOYER, OR UNINTERRUPTED OR ERROR-FREE ACCESS TO THE PLATFORM AND SERVICE.

ALL CONTENT ON THE PLATFORM IS PROVIDED TO YOU ON AN "AS IS, WHERE IS" BASIS, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS.

Specifically, SurePeople provides its Service for informational purposes only. SurePeople makes no warranty about: (i) the accuracy, reliability, completeness including errors or omissions, correctness or timeliness of the content, software, text, graphics, links, or communications provided on or through the use of the Platform; (ii) that use of the Platform and any materials contained therein shall comply with any applicable law, including human resources law; (iii) that the Prism Questionnaires and or other information provided on or through the Platform accurately assess any individual, including, but not limited to, the employability, performance or mental, psychological or physical abilities or disabilities of any individual. The Service should not be used for hiring or for final decision making in the hiring process.

EMPLOYERS/CLIENTS ARE NOT RESPONSIBLE FOR THE OPERATION OR UNINTERRUPTED OR ERROR-FREE ACCESS TO THE PLATFORM AND SERVICE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE) SHALL EMPLOYERS/CLIENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES RESULTING FROM SUREPEOPLE’S OPERATION OF THE PLATFORM OR THE SERVICE, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL.

SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

IF YOU ARE A USER FROM NEW JERSEY, THIS SECTION IS INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PROVISION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PROVISIONS OF THE APPLICABLE SECTIONS.

INDEMNIFICATION

You agree to defend, indemnify, and hold SurePeople and its Covered Parties harmless from any Losses, arising in any way from (i) your User Content, (ii) your use of the Service, software or other materials available on or through the Service, and the Platform, and (iii) your breach or violation of the law or this User Agreement. SurePeople reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with SurePeople’s defense of such claim.

RELEASE

By using the Service, you hereby expressly release SurePeople and the Covered Parties from and against any Losses, including but not limited to indirect, incidental, consequential, special, general, exemplary or punitive damages, arising from, or directly or indirectly related to: (a) the use of, or the inability to use, the Service, your provision of information via the Service, any consequential damages, even if such Protected Entity has been advised of the possibility of such damages; (b) the purchase, receipt or use of any products or services obtained through the Service; or (c) any misprints or inaccuracies that may be found to exist on or in connection with the Service.

YOU AGREE TO WAIVE YOUR RIGHTS, IF ANY, UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

FREE TRIAL

If you register for a free trial, we will make the applicable Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the Service before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

If you have obtained a free use of the Platform, SurePeople reserves the right at any time to modify or discontinue, temporarily or permanently, such free use of the Platform and your access to the Platform with or without notice. Unless modified or discontinued by SurePeople in its sole discretion, your free use of the Platform shall continue until the end of the applicable free use of the Platform period, or until you cancel or upgrade to a paid use of the Platform.

ENTERPRISE USER PROVISIONS

The following provisions apply to all users who are separately entering into a SurePeople Master Software as a Service Agreement (an "Enterprise Agreement"). You agree that your Membership (and the Membership(s) of all users acting through you) is expressly conditioned upon your (and their) observance of the terms and conditions of this User Agreement. In the event of conflict between the terms and conditions of the Enterprise Agreement and this User Agreement, the terms and conditions of this User Agreement shall control and govern in all respects.

You agree that your Membership shall commence as of the effective date set forth in your Enterprise Agreement and terminate upon the earlier to occur of (i) termination of your Membership in accordance with the terms and conditions herein provided and (ii) sixty (60) days following written notice from one party to the other party.

TERMINATION

Unless otherwise prohibited by law, and without prejudice to SurePeople’s other rights or remedies, SurePeople shall have the right to immediately terminate (i) your use of the Platform (including the use of any person(s) accessing the Platform on your behalf) if you (or anyone acting on your behalf) breaches any of the terms of this User Agreement; and (ii) any Service, in our sole discretion at any time.

If you do not pay any Platform Fees when due, this User Agreement shall immediately terminate.

Unless otherwise stated, all of the Platform Fees are non-refundable, even if you stop using the Platform or any Service provided hereunder.

You agree to provide payment to SurePeople pursuant to the payment terms on the pricing page of the Enterprise Agreement or found at the Platform, as applicable.

Upon cancellation or termination, all licenses granted to you hereunder shall terminate automatically, and your right to use the Platform shall cease.

FEES

1. Fees. You agree to pay the applicable subscription fees ("Platform Fees") as described in this User Agreement and during the purchase and payment process pursuant to the payment terms on the pricing page of the Enterprise Agreement or found at the Platform, as applicable. Any payment terms presented to you in the process of obtaining your Membership are deemed part of this User Agreement and are incorporated herein by reference.
2. Billing. We may collect payments from you directly or we may use a third-party payment processor ("Payment Processor") to bill you through a payment account linked to your account (your "Billing Account") for your Membership. The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to this User Agreement. We are not responsible for any errors by a Payment Processor. By choosing to purchase a Membership, you agree to pay us, either directly or through a Payment Processor, all Platform Fees and other charges at the prices then in effect and in accordance with the applicable payment terms and you authorize us, through a Payment Processor, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using your selected Payment Method. We reserve the right to correct any errors or mistakes that we or a Payment Processor make even if we or a Payment Processor have already requested or received payment.
3. Payment Method.The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through a Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
4. Recurring Billing.As applicable, the Membership payment terms may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Platform Fees have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR ANNUALLY, DEPENDING ON YOUR SUBSCRIPTION), AS APPLICABLE, WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS WITHIN THE PLATFORM.
5. Current Information Required.YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE WITHIN THE ACCOUNT SETTINGS IN THE PLATFORM. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY SUBSCRIPTION FEES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION AS SET FORTH ABOVE.
6. Auto-Renewal.The Membership will be automatically extended for (i) successive monthly renewal periods in the event you have purchased a monthly Membership or (ii) successive 12 month periods in the event you have purchased either an annual or 24-month Membership. In the case of an annual or 24-month Membership, we will notify you by email at least thirty (30) days prior to such automatic extension taking effect. To change or terminate your Membership, go to Account settings within the Platform. If you terminate your Membership, you may continue to use your Membership until the end of your then-current term and your Membership will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the Platform Fee paid for the then-current subscription period. If you do not want to continue to be charged on a recurring basis, you must cancel or terminate your Membership before the end of the then-current term. Your Membership cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, SurePeople will not refund any amounts that you have already paid.
7. Reaffirmation of Authorization.Your non-termination or continued use of your Subscription reaffirms that we are authorized to charge your Payment Method for that Subscription. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance or as otherwise described when you initially selected to purchase the Subscription.

MISCELLANEOUS

1. Assignment.This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. This Agreement will inure to the benefit of our successors and permitted assigns.
2. Governing Law; Venue.This Agreement are governed by the internal substantive laws of Illinois, without respect to its conflict of law provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Chicago in the State of Illinois.
3. Severability.If any provision of this User Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this User Agreement, which shall remain in full force and effect.
4. Non-Waiver.Failure by us to act on or enforce any provision of this User Agreement shall not be construed as a waiver of that provision or any other provision in this User Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
5. Entire Agreement.Except as expressly agreed by us and you, this User Agreement, the Privacy Policy, the Enterprise Agreement (if applicable), and any other terms presented to you on or before you create your Account and pay use of the Platform Fees constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.
6. Headings.The section headings are provided merely for convenience and shall not be given any legal import.
7. Survival.All sections of this User Agreement that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled Indemnification, General Disclaimer/Limitation of Liability, Termination, Fees, and General.