CONFIDENCE SYSTEMS AND MARKETPLACE WEBSITE TERMS OF USE

BY ACCESSING OR USING THE Website YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS, AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS.

If you are accepting or agreeing to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to act on behalf of and bind that entity to the Terms.

IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES.

1. ABOUT THE TERMS

2. IMPORTANT INFORMATION ABOUT THE Website

3. ACCOUNTS

4. PAYMENT TERMS

5. USER CONDUCT GUIDELINES

6. INTELLECTUAL PROPERTY OWNERSHIP

7. NO ENDORSEMENT

8. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

9. GOVERNING LAW & DISPUTE RESOLUTION

10. MISCELLANEOUS

11. SERVICE LEVEL AGREEMENT

1. ABOUT THE TERMS

1.1 Key Terms
As used in these Terms of Use:

• Confidence Systems: refers to Confidence Systems, Inc. and our officers, directors, employees, contractors and agents.
• Services: refers to the online marketplace and community provided by Confidence Systems and its service providers, and any and all related services and promotions.
• Licensee: refers to any business, organization, or individual that has been limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Website and Services.
• User(s): means any and all persons that access or use the Website.
• User Content: refers to text, photos, information and other content recorded, streamed, stored, shared or otherwise made available or caused to be made available by users on or through the Website.
• Website: refers to any website owned or operated by Confidence Systems (including the Marketplace and Confidence Community websites) located at www.confidence.com, www.confidencesystems.com, www.getconfidence.com, www.csys.app, www.cnfdnc.app, confidence.org, and all associated sites linked to the foregoing websites by Confidence Systems, its subsidiaries and affiliates, through which access to the Services is available.
• Website Content: refers to and all videos, text, photos, information and other content included, provided or made available on or through the Website, including all User Content except Your Content.
• Your Content: refers to user content that is provided or made available or caused to be made available by you.

1.2 Website Rules and Supplemental Terms
Your access to and use of the Website is governed by the terms and conditions of these Terms of Use, our Privacy Policy, any and all other policies and rules referenced herein, posted on the Website, or otherwise communicated to users (the "Website Rules").

Certain of the features, functionality, tools, content and promotions available on or through the Website may be subject to additional or supplemental terms and conditions ("Supplemental Terms"). If you choose to access or use those features, functionality, tools or content or participate in those promotions, the applicable Supplemental Terms are also incorporated and deemed part of these Terms of Use.

If there is a conflict between these Terms of Use and the Supplemental Terms, the Supplemental Terms will govern and control with respect to the applicable features, functionality, tools, content and promotions.

PLEASE READ THESE TERMS OF USE, OUR Privacy Policy, WEBSITE RULES AND ALL APPLICABLE SUPPLEMENTAL TERMS (COLLECTIVELY, THE "TERMS") CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE WEBSITE AND SERVICES. FOR EXAMPLE, THE TERMS INCLUDE:

• IMPORTANT INFORMATION ABOUT THE FUNCTIONAL LIMITATIONS OF THE WEBSITE AND/OR THE SERVICES
• YOUR OBLIGATION TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS
• LIMITATIONS OF OUR LIABILITY TO YOU
• A REQUIREMENT THAT YOU PURSUE CLAIMS OR SEEK RELIEF AGAINST US (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, RATHER THAN AS A PARTICIPANT IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING

YOUR ACCESS TO AND USE OF THE WEBSITE AND SERVICES IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS.

1.3 Amendment of Terms
Confidence Systems reserves the right, in its sole discretion, to amend the Terms, at any time and without prior notice, including to change, modify, add to, update or remove terms and conditions (collectively "amend" or "update"). If we choose to amend the Terms, we will update the Effective Date at the top of the Terms and post the updated version. We may also, at our option, choose to notify you by e-mail or another means. By continuing to use the Website after we have posted an updated version of the Terms or otherwise notified you of an update, you are affirming that you agree to be bound by the amended Terms. This provision is subject to a few limitations in the "Dispute Resolution" section below. If the amended Terms are not acceptable to you, your only recourse is to stop using the Website.

No other modification, amendment, supplement of or to the Terms will be binding on Confidence Systems unless it is in writing and signed by an authorized representative of Confidence Systems.

1.4 Consequences of Non-Compliance
Your failure to comply with the Terms may result in the suspension or termination of your account and/or access to the Website, and may subject you to civil and criminal penalties.

2. ABOUT THE WEBSITE

2.1 License to Use

Subject to your compliance with the Terms, Confidence Systems grants you a limited non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Website and Services. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the Website as provided by Confidence Systems, in the manner permitted by the Terms.

2.2 Acknowledgements

YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT: (A) CONFIDENCE SYSTEMS DOES NOT AND CANNOT GUARANTEE THAT THE WEBSITE WILL BE CONTINUOUS OR ERROR-FREE; AND (B) YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR CONTENT. ABUSE OF THE SERVICES MAY SUBJECT YOU TO CIVIL AND CRIMINAL FINES AND PENALTIES.

2.3 Modifications and Updates to the Website

Confidence Systems reserves the right, in its sole discretion, to modify or discontinue offering the Website, in whole or in part, including features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you. We also retain the right to impose limits on your use and storage of the User Content at our sole discretion at any time without prior notice to you.

You agree that Confidence Systems has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions.

2.4 International Users

The Website is controlled and operated within the United States and is not intended for use outside of the United States. You are hereby prohibited from accessing or using the Website from any territory where the Website or any of the features, functionality, tools, content thereof, is illegal. If you choose to access the Website from a location outside the United States, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.

3. ACCOUNTS

3.1 Account Registration

While certain Website Content is publicly available, you must register for a user account before you are able to use any of the Services. You may register to create an account directly via the Website.

You may not register for an account on behalf of any person (other than yourself).

No person or entity may have more than one active account at any given time.

For corporate clients, designated administrators will set up a primary account, and will designate the individuals who are eligible to sign up for subaccounts. Administrators for each client will have access to manage and view activities associated with the subaccounts registered to that client. (For simplicity, both accounts and subaccounts will be referred to hereafter as "accounts").

3.2 Account Set-Up

Your account and account profile page will be created based upon the information you provide to us. You agree to provide complete, accurate and up-to-date information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date. Please note that the name and contact information that you submit when you register will be shared in accordance with your selections in your account settings when you share Your Content.

When you create your account, you will be asked to create a username and password, which you will be solely responsible for safeguarding. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Confidence Systems account or any other account that you may connect to your Confidence Systems account. You agree not to disclose your username or password to any third party, and you agree to immediately notify Confidence Systems of any unauthorized use of your account. You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your account, whether or not you have authorized such activities or actions. Confidence Systems cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3.3 Account Suspension and Cancellation

You may cancel your account at any time.

We may, in our discretion, without liability to you and without limiting our other remedies, with or without prior notice and at any time, decide to (i) limit, suspend, deactivate or cancel your account and take technical and legal steps to prevent you from using our Website and Services at any time for any reason, and (ii) screen or delay the posting or delivery of Your Content.

Confidence Systems reserves the right to suspend or terminate your account or your access to the Website if you create more than one account, or if any information provided during the registration process or thereafter is determined to be incomplete, inaccurate, outdated, deceptive or fraudulent.

We reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a prolonged period of time. We also reserve the right to cancel accounts of Users who fail to comply with the Terms, including the terms and conditions regarding User conduct, as set forth in the "General User Conduct" section below and elsewhere in the Terms.

If your account is deactivated or cancelled, Confidence Systems will have the right, but not the obligation to delete Your Content.

If Confidence Systems has suspended your account due to your actual or suspected breach of the Terms, such suspension will continue until the suspected breach is cured or otherwise resolved to Confidence Systems' reasonable satisfaction.

4. PAYMENT TERMS

4.1 Payment/Credit Cards

YOU ARE RESPONSIBLE FOR PROVIDING CONFIDENCE SYSTEMS WITH VALID CREDIT CARD OR PAYMENT ACCOUNT DETAILS AND FOR THE TIMELY PAYMENT OF ALL FEES. Please note that the payment information, including name and contact information, that you submit when you register may be used and shared with our payment processing services provider and otherwise used in accordance with our Privacy Policy.

Confidence Systems will automatically charge the credit card or payment account associated with your account until you change or terminate your account. If you wish to designate a different credit card or payment account, or if there is a change in your credit card or payment account status, you must change your information in your account. This may temporarily disrupt your access to your account while Confidence Systems verifies your new payment information.

Alternatively, if you are an employer, you may choose to pay by bank transfer to a designated Confidence Systems account or by check. In that case, Confidence Systems will invoice you in accordance with the terms of the Order Form and outstanding amounts will accrue interest at the lesser of 1½% per month and the maximum rate permitted by law.

If Confidence Systems is unable to successfully charge your credit card or payment account for fees due, or invoices are not paid in full when due, we reserve the right to restrict or suspend access to your account, or terminate your account (including, any employee accounts associated with your account). If you terminate your account for any reason or if we terminate your account due to your breach, such termination will be effective immediately, and you will be immediately billed for any unbilled fees incurred prior to the effective date of termination. You will not receive a refund for any amounts you already paid for that billing period. Further, you agree to reimburse us for any collection costs and interest for any overdue amounts.

We may contact you via email regarding your account, for example, in connection with a problem with your credit card or payment account.

4.2 No refunds

Unless Confidence Systems agrees or states otherwise in writing, all fees and charges are nonrefundable.

5. USER CONDUCT GUIDELINES

Any time you access or use the Website, you are required to comply with our User conduct guidelines, as set forth below.

Public Areas: Your Content may be viewed by other Users and by other persons or entities, including through third party services and websites. Thus, you should only capture, record, upload, stream, share or store videos, images, information and other content that you are comfortable sharing with others.

You agree that you will not access or use the Website to capture, record, upload, stream, share or store any video or images, or otherwise act in any manner, that:

• is intended to perpetrate a hoax or otherwise defraud, mislead or deceive any person or entity;
• violates, breaches or circumvents any local, state, federal or other law, rule or regulation, including any ruling or order of a court or administrative body;
• violates, breaches or circumvents the rights of any person or entity, including infringing or misappropriating such party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
• is defamatory, obscene, pornographic, vulgar, lewd, offensive or unlawful;
• promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
• is inflammatory, abusive, violent or threatening or promotes violence or actions that are threatening to any other person;
• promotes illegal or harmful activities or substances; or
• is harmful to children.

Without limiting the above, you are not authorized to access or use the Website:

• to impersonate any person or entity, or falsify or otherwise misrepresent your identity, credentials, affiliations or intentions;
• to collect, store or use any information from or about another User;
• to "stalk" or harass any other User;
• distribute unsolicited commercial or bulk electronic communications (or, "spam"), chain letters or "pyramid" schemes;
• for political campaigning, recruiting votes or soliciting donations or other support for legislative or other initiatives;
• to systematically retrieve information or content to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
• if you are not able to form legally binding contracts (for example, if you are under 18);
• if you are a person barred from receiving services under the laws of the United States or other applicable jurisdiction; or
• for any other purposes that are not expressly permitted by the Terms.

Further, you may not:

• access, copy, distribute, share, publish, use or store any Website Content, including any information from or about any other User, for purposes that are inconsistent with our Privacy Policy, or otherwise violate the privacy rights or any other rights of other Users or any other third party, including by disclosing, selling, renting, distributing or exposing any Website Content to a third party, using it for marketing purposes, or otherwise using it for any purposes unrelated to the Website;
• access, copy, distribute, share, publish, use or store, or prepare derivative works from any Website Content that belongs to Confidence Systems, another User or to a third party, including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express permission of the person or entity holding the rights to license such use;
• share your login credentials or transfer your account to another party without our consent;
• circumvent our systems, policies, determinations as to your account status, including by attempting to access or use the Website if your account has been suspended or cancelled or you have otherwise been temporarily or permanently prohibited or blocked from using the Website;
• access, search, collect information from, or otherwise interact with the Website by "scraping," "crawling" or "spidering" the Website, by the use of any software, device, script or robot, or by any other means (automated or otherwise) other than through the currently available, published interfaces that are provided by Confidence Systems, unless you have been specifically authorized to do so in a separate agreement with Confidence Systems;
• use, display, mirror or frame the Website, or any feature, functionality, tool or content of the Website, Confidence Systems' name, any Confidence Systems trademark, logo or other proprietary information, without Confidence Systems' express written consent;
• interfere with, disrupt, damage or compromise the Website or our systems or the access of any User, host or network in any way, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or by overloading, flooding, spamming, mail-bombing the Website or otherwise imposing an unreasonable or disproportionately large load on the Website;
• access, tamper with or use non-public areas of any of the Website, Confidence Systems' computer systems, or the technical delivery systems of Confidence Systems' providers;
• probe, scan, or test the vulnerability of any system or network of Confidence Systems or its providers, or breach or circumvent any security or authentication measures of such system or network;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Confidence Systems or any of Confidence Systems' providers or any other third party to protect the Website;
• forge any TCP/IP packet header or any part of the header information in any e-mail or posting, or in any way use the Website to send altered, deceptive or false source-identifying information;
• attempt to decipher, decompile, disassemble or reverse engineer any of the code or software used to provide the Website;
• export or re-export the Website, except in compliance with the export control laws and regulations of any relevant jurisdictions;
• otherwise abuse the Website or breach the Terms; or
• attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.

7. NO ENDORSEMENTS

7.1 Users

Users are required by the Terms to provide accurate information and, although Confidence Systems may conduct certain limited checks and/or institute certain processes designed to help verify information provided by Users, we do not guarantee the completeness or accuracy of any information provided by any User, including the User’s purported identity, credentials or background.

Any such description of a User provided by Confidence Systems is intended only help you to evaluate and you make your own decisions about the identity and suitability of others whom you contact or interact with via the Website.

We recommend that you exercise due diligence when deciding to communicate or interact with another User, and we will not be responsible or liable for any damage or harm resulting from your interactions with other Users.

7.2 No Advice

CONFIDENCE SYSTEMS IS NOT A LICENSED MEDICAL CARE PROVIDER, OR PUBLIC HEALTH AND SAFETY PROFESSIONAL. CONFIDENCE SYSTEMS CANNOT REPRESENT OR CERTIFY THE CLEANLINESS OR SUITABILITY OF ANY PHYSICAL SPACE TO ENSURE THE SAFETY AND HEALTH OF ANY OCCUPANT. YOU ACKNOWLEDGE THAT ALLOWING ANY THIRD PARTY ON YOUR PREMISES CAN RESULT IN PHYSICAL INJURY OR ILLNESS AND YOU AGREE TO DO SO AT YOUR OWN RISK. THE FINDINGS AND OPINIONS OF ANY THIRD PARTIES EXPRESSED ON OR THROUGH THE WEBSITE ARE THOSE OF SUCH PARTY AND DO NOT NECESSARILY STATE OR REFLECT THOSE OF CONFIDENCE SYSTEMS. THE INFORMATION PRESENTED OR CONTAINED ON THE WEBSITE IS PRESENTED FOR THE EDUCATION AND INFORMATIONAL PURPOSES ONLY. NOTHING CONTAINED IN THE WEBSITE CONTENT IS INTENDED AS A GUARANTEE. THE INFORMATION AVAILABLE VIA THE WEBSITE SHOULD IN NO WAY BE CONSIDERED COMPLETE OR ACCURATE. NONE OF THE SERVICES SHOULD BE USED IN PLACE OF AN ACTUAL PHYSICAL INSPECTION OF A SPACE, A VISIT, CALL, OR CONSULTATION OR THE ADVICE OF HEALTH REGULATORS OR ATTORNEYS. SHOULD YOU HAVE ANY HEALTH CARE RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER OR PUBLIC HEALTH OR SAFETY PROFESSIONAL PROMPTLY. ALWAYS CONSULT WITH YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER BEFORE EMBARKING ON ANY PREVENTATIVE MEASURES. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT DUE TO ANY INFORMATION ACCESSIBLE THROUGH THE SERVICES.

7.3 Links to Third-Party Websites and Services

The Website may also provide links to third-party websites, resources or services. You acknowledge and agree that Confidence Systems is not responsible or liable for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date. Links to such websites, resources or services do not imply any endorsement by Confidence Systems of such websites, resources or services or the content, products or services available on or through such websites, resources or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources or services or the content, products or services available on or through such websites or services.

We will not be responsible or liable for any damage or harm resulting from your interactions with such websites or services, or the content, products or services available on or through such websites or services.

8. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

8.1 Warranties by Users

You represent and warrant to Confidence Systems that:

1. you have the power and authority to accept and agree to the Terms;
2. you own or control all of the rights necessary to grant the rights and licenses granted herein;
3. you will not violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with Your Content or otherwise in connection with your access to or use of the Website and Services;
4. the exercise by Confidence Systems of the rights granted by you hereunder will not cause Confidence Systems to violate any applicable laws, rules or regulations, to infringe the rights of any third party; and
5. all account information provided by you will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.

8.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, CONFIDENCE SYSTEMS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE OR RIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE WEBSITE OR SERVICES, OR THAT USE OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WARRANTIES AS TO THE COMPLETENESS, ACCURACY OR TIMELINESS OF ANY WEBSITE CONTENT.

8.3 Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW:

• THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE IS AND REMAINS WITH YOU.
• WITHOUT LIMITING THE FOREGOING, CONFIDENCE SYSTEMS DISCLAIMS ANY AND ALL LIABILITY RELATED TO (I) YOUR USE OF OR INABILITY TO USE THE WEBSITE, (II) THE ACTS OR OMISSIONS OF ANY OTHER USER OR ANY OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE, AND (III) ANY USER CONTENT ACCESSED, VIEWED OR DOWNLOADED IN CONNECTION WITH THE USE OF THE WEBSITE.
• YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING AND USING THE WEBSITE, SUBMITTING AND TRANSMITTING YOUR CONTENT, COMMUNICATING OR INTERACTING WITH OTHER USERS AND ACCESSING, VIEWING OR DOWNLOADING THE USER CONTENT OF OTHER USER ARE DONE AT YOUR OWN DISCRETION AND RISK, AND YOU AND HEREBY RELEASE CONFIDENCE SYSTEMS AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGES CAUSED BY ANY OF THE FOREGOING.
• IN NO EVENT WILL CONFIDENCE SYSTEMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CONFIDENCE SYSTEMS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
• CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSIVE OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION, SO THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, CONFIDENCE SYSTEMS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100).

8.4 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CONFIDENCE SYSTEMS AND YOU, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

8.5 Exclusions

NOTHING IN THE TERMS FURTHER IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE FROM DEATH OR PERSONAL INJURY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN THIS SECTION THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT REQUIRED BY LAW.

8.6 Indemnification

To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold Confidence Systems its parent, subsidiaries, affiliates, licensors and service providers, and its and their officers, directors, shareholders, agents, employees and representatives, harmless (collectively “indemnify” or any variation thereof) from and against any claims, liabilities, damages, losses, costs and expenses, including, any bodily injury, illness, death or damage to any real or personal property, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (i) your access to or use of the Website, including any and all features, functionality, tools, content and promotions available on and through the Website, (ii) Your Content, (iii) any interactions with any other User, (iv) your breach of the Terms, including any violation of national, federal, state or local or other applicable laws, rules or regulations or any infringement or misappropriation of the rights of any third party, and (v) your gross negligence or willful misconduct.

8.7 Obligation to Defend

You agree that, at Confidence Systems’ option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you conduct the defense, (i) Confidence Systems may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the prior written approval of Confidence Systems (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

8.8 No Implied Indemnity

No person or entity shall be entitled to any form of equitable or implied indemnification at any time, except as provided by the Terms.

9. GOVERNING LAW & DISPUTE RESOLUTION

9.1 Governing Law

The Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

9.2 Arbitration

Notwithstanding any contrary provision of these Terms, all disputes, claims, controversies and matters relating to or in connection with these Terms (or the breach thereof) or any transactions hereunder shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in San Francisco, California before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.

9.3 Jurisdiction and Venue

Subject to the above arbitration provisions, you and Confidence Systems agree that any and all disputes, claims and actions, at law or in equity, arising out of or relating to or in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Website (collectively, “Disputes”) in the federal or state courts located in San Francisco, California and each of us agrees that such courts shall have exclusive jurisdiction and venue for any such actions, except that Confidence Systems retains the right to submit a Dispute to any court of competent jurisdiction. Confidence Systems also may seek injunctive or other equitable relief for breach of these Terms in any court of competent jurisdiction wherever located. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The prevailing party in any suit, action or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses from the other party.

9.4 Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST CONFIDENCE SYSTEMS ONLY ON AN INDIVIDUAL BASIS AND HEREBY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. FURTHER, UNLESS BOTH YOU AND CONFIDENCE SYSTEMS OTHERWISE AGREE IN WRITING, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

9.5 Future Amendments to this Section

Both of us agree that if we make any amendment to this Dispute Resolution section (other than an amendment to any notice address or site link provided herein) in the future, that amendment will not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the amendment. However, the amendment will apply to all other disputes or claims governed by this section that have arisen or may arise between you and Confidence Systems. We will notify you of amendments to this section by posting the amended Terms on Confidence or Marketplace website, as applicable. If you do not agree to the amended terms, you may close your account within 30 days and you will not be bound by the amended dispute resolution terms. If you do not have an account (or once you have closed your account, if applicable), you must cease using the Website immediately. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Confidence Systems in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms).

10. MISCELLANEOUS

10.1 Privacy

Our collection and use of information about Users is governed by our Privacy Policy. By accessing and using the Website, you consent to the collection and use of this information, including the transfer of this information outside the United States and/or other countries, for storage, processing and use by Confidence Systems. As part of providing you the Website, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services, which you may not be able to opt-out from receiving.

10.2 Entire Agreement

These Terms, including these Terms of Use, our Privacy Policy, the applicable Supplemental Terms and any and all Website Rules, constitute the entire and exclusive understanding and agreement between you and Confidence Systems regarding your access to and use of the Website and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and Confidence Systems and regarding the subject matter hereof.

10.3 Assignment

You may not assign, transfer, delegate or sublicense any of your rights or obligations under the Terms, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. Confidence Systems may assign, transfer, delegate and/or sublicense our rights and obligations under the Terms, in whole or in part, in its sole discretion, without restriction. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and assigns.

10.4 No Agency

Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

10.5 Survival of Terms

Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of these Terms of Use shall survive such expiration or termination.

10.6 Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms, will be in writing and given by Confidence Systems (i) via e-mail (in each case to the address that you provide), or (ii) by posting to the Website. For notices made by e-mail, the date on which such notice is transmitted will be deemed the date of receipt.

10.7 Waiver

Our failure to exercise any right or enforce any obligation under these Terms of Use or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation or breach. The waiver of any right, obligation or breach will be effective only if in writing and signed by a duly authorized representative of Confidence Systems. In addition, no waiver granted in any instance shall constitute a waiver in any other instance.

10.8 Remedies

Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under the Terms will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.

10.9 Severability

Except as otherwise provided in the Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.

10.10 Headings

The headings in the Terms are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.

10.11 Third-Party Beneficiaries

Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

10.12 Construction

In the Terms, unless the context requires otherwise: (i) ”herein,” “hereof,” “hereunder,” “hereto,” and similar terms refer to the Terms collectively and as a whole, and not merely to the specific section, paragraph or clause in which the term appears; (ii) ”or” connotes any combination of all or any of the items listed; and (iii) ”including” (and any of its derivative forms) means “including but not limited to.”

10.13 Contact Us

If you have any questions or concerns, please contact Confidence Systems at legal@confidence.com. You can also write to us at: 101

2150 N First St

San Jose, CA 95131

10.14 California Residents

Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:

Complaints regarding the Website or Services or requests to receive further information regarding use of the Website or Services may be sent to the above address or to legal@confidence.com.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.

11. SERVICE LEVEL AGREEMENT

11.1 Definitions

For purposes of this Service Level Agreement, in addition to other terms defined herein, the following terms have the meanings set forth below. All initial capitalized terms in this Service Level Agreement that are not defined in this Section 11.1 shall have the respective meanings given to them in the Main Agreement.

• Business Day: means a day other than a Sunday, or other day on which commercial banks in San Francisco, California are authorized or required by law to be closed for business.
• Business Hours: means 8:00 AM to 5:00 PM local time zone (EST, PST, GMT, or AEST) on a Business Day.
• Error: means any reproducible failure of the then-current version and release of the Product referred to in the Error Severity Table shown in Section 3.
• Force Majeure Event: means any circumstances beyond Confidence System’s reasonable control, including: (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) shortage of adequate power or transportation facilities.
• Main Agreement: means the Terms and Conditions
• Product: means the Website and Services
• Remote Services: means the delivery of Support Services remotely over the Internet through the use of Remote Access Software that Confidence Systems installs on Licensee’s System.
• Resolve: means the provision of: (a) Support Services that, in Confidence System’s discretion, correct the Error; (b) information to Licensee that corrects the Error; (c) information to Licensee on how to obtain a software solution that corrects the Error; (d) notice to Licensee that the Error is caused by a known, unresolved issue or an incompatibility issue with the Product; (e) information to Licensee that identifies the Error as being corrected by upgrading to a newer release of the Product; or (f) notice to Licensee that the Error has been identified as arising out of or resulting from a Service Exception.
• Respond: means Confidence System’s initial communication with Licensee, whether by telephone, email, chat or otherwise, acknowledging Licensee’s request for Support Services in connection with a specific Error. Response has a correlative meaning.
• Support Services: means the identification, diagnosis, and correction of Errors by the provision of the following Support Services by help desk technicians sufficiently qualified and experienced to identify and Resolve Licensee’s Support Requests reporting these Errors in accordance with Section 3, including: (a) telephone/email/chat assistance; (b) Remote Services; and (c) access to technical information on the Confidence System’s website for proper use of the Product.
• Upgrade: means any update, upgrade, release, or other adaptation or modification of the Product that Confidence Systems may provide to Licensee from time to time at no additional fee during the Term, which may contain, among other things, error corrections, features, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Product.

11.2 Service Levels

11.2.1 Service Levels

Subject to the terms and conditions of this Schedule and the Main Agreement, Confidence Systems will use commercially reasonable efforts to make the Subscription Services Available at least ninety-nine and eight-tenths percent (99.8%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a "Service Period"), excluding unavailability as a result of any of the Exceptions described below in this Section (the "Availability Requirement").

Service Level Failure means a material failure of the Subscription Services to meet the Availability Requirement. "Available" means the Subscription Services are available for access and use by Licensee and its Users using Access Credentials over the Internet and operating in material accordance with the Main Agreement. For purposes of calculating the Availability Requirement, the following are "Exceptions" to the Availability Requirement, and neither the Subscription Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Licensee or its Users to access or use the Subscription Services that is due, in whole or in part, to any:

• (a) act or omission by Licensee or any User, or using Licensee's or an User's Access Credentials, that does not strictly comply with the Main Agreement;
• (b) Licensee Failure;
• (c) Licensee's or its User's Internet connectivity;
• (d) Force Majeure Event;
• (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Confidence Systems pursuant to this Agreement;
• (f) Scheduled Downtime; or
• (g) disabling, suspension, or termination of the Services pursuant to the Main Agreement.

Service status is available at https://status.confidence.com/.

11.2.2 Scheduled Downtime

Confidence Systems will use commercially reasonable efforts to:

1. (a) schedule downtime for routine maintenance of the Subscription Services outside of Business Hours; and
2. (b) give Licensee at least 8 hours prior notice of all scheduled outages of the Services ("Scheduled Downtime").

Confidence Systems will use commercially reasonable efforts to limit the Scheduled Downtime to fewer than four (4) hours per calendar month.

11.3 Support Services

Subject to the terms and conditions of this Service Level Agreement and the Main Agreement, and conditioned on Licensee's and its User's compliance therewith, during the Term, Confidence Systems will provide to Licensee Support Services to Licensee as set forth in this Section 11.3. During the Term, Confidence Systems will use commercially reasonable efforts to Respond to any Errors reported by Licensee as follows:

Severity Level	Description	Response Time
P1	Production system outage Product in production environment is unusable and is severely impacting other critical business functions, and no workaround is available.	1 Business Hour
P2	Key Functionality Impaired; No Workaround The reported issue affects key functionality and/or causes some performance degradation, and no workaround is available. Other product features are still functional.	3 Business Hour
P3	Moderate Impact with Workaround Issue has moderate or minor impact on usage, and product remains functional. This category may include provisioning/change management requests, enhancement requests, and any product issues with a viable workaround.	8 Business Hour
P4	Minor Impact Includes minor, cosmetic, or documentation-related issues, common how-to questions and enhancement requests that are not time-sensitive. There is no impact on the product’s existing features.	8 Business Hour

Response times

Response times will be measured from the time Confidence Systems receives a support request during Business Hours until the respective times Confidence Systems has responded to that support request. Confidence Systems, in its discretion, will determine the amount of time it will need to spend to attempt to Resolve any specific Error.

11.3.1 Remote Services

Licensee acknowledges and agrees that Confidence Systems may provide Remote Services to Licensee to assist in analyzing and Resolving any Error. Licensee agrees to provide Confidence Systems with access to Licensee's technology infrastructure, including without limitation Internet access, computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Licensee or through the use of any third party service ("Licensee's System"), to install and use remote access software ("Remote Access Software") useful for Confidence Systems to provide the Remote Services to Licensee. The Remote Access Software contains technological measures designed to collect and transmit to Confidence Systems certain diagnostic, technical, usage, and related information, including information about Licensee's System, and any Third-Party Materials, relating to or derived from Licensee's use of Product. Licensee acknowledges and agrees that:

1. (a) Confidence Systems may collect, maintain, process, and use this information in the course of performing the Support Services; and
2. (b) all or portions of the Remote Access Software may remain on Licensee's Systems after an Error is Resolved.

11.4 Limitations

11.4.1 Errors

Confidence Systems has the sole right to determine, in its discretion: (a) what constitutes an Error; and (b) when an Error is deemed to be Resolved.

11.4.2 Response Time and Resolution

Confidence Systems will use commercially reasonable efforts to: (a) Respond within the applicable Response Time provided in the Error Severity Table; and (b) Resolve an Error but does not guarantee that it will be able to Respond within that specific time period or that any Error will be Resolved.

11.4.3 Effect of Licensee Failure or Delay

Confidence Systems is not responsible or liable for any delay or failure of performance caused in whole or in part by any delay or failure to perform any of Licensee's obligations under the Main Agreement or this Service Level Agreement in accordance with the respective terms and conditions of these agreements (each, a "Licensee Failure").

11.5 Exceptions

Confidence Systems has no obligation to provide Support Services relating to Errors that, in whole or in part, arise out of or result from any of the following (each a "Service Exception"):

1. 11.5.1 Product, or the media on which it is provided, that is modified or damaged by Licensee or any third party;
2. 11.5.2 any operation or use of, or other activity relating to, the Product other than as specified in the Main Agreement, including any incorporation in the Product of, or combination, operation or use of the Product in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Licensee's use in the Main Agreement;
3. 11.5.3 any Third-Party Materials;
4. 11.5.4 any software or services sold by Confidence Systems under a separate agreement;
5. 11.5.5 any negligence, abuse, accident, malfunction, misapplication, or misuse of the Product other than by Confidence Systems, including any Licensee use of the Product other than as specified in the Main Agreement;
6. 11.5.6 any Error that is not reproducible or whose origin cannot be isolated to a single cause;
7. 11.5.7 any Licensee Failure, including Licensee's failure to promptly install any Upgrade that Confidence Systems has previously made available to Licensee;
8. 11.5.8 any version of the Product for which Support and Maintenance services have been discontinued by Confidence Systems;
9. 11.5.9 the operation of, or access to, Licensee's Systems or a third party's system or network;
10. 11.5.10 any relocation, installation or integration of the Product other than by Confidence Systems;
11. 11.5.11 any open source software, beta software, software that Confidence Systems makes available for testing or demonstration purposes, temporary software modules, or software for which Confidence Systems does not receive a license fee;
12. 11.5.12 any breach of or noncompliance with any material provision of the Main Agreement or this Service Level Agreement by Licensee or any of its Users; or
13. 11.5.13 any Force Majeure Event (including abnormal physical or electrical stress).

11.6 Licensee Obligations

11.6.1 Notification

Licensee shall immediately notify Confidence Systems of any Error and provide Confidence Systems with reasonable detail of the nature and circumstances of the Error ("Error Report") by email at support@confidence.com.

(a) Required Information. All Error Reports must, if applicable, include the following:

1. (i) Information required to identify the Licensee including, but not limited to, company name and address.
2. (ii) A reproducible test case that demonstrates the specific usage that causes the Error being reported.
3. (iii) Exact wording of all related error messages.
4. (iv) A full description of the Error and expected results.
5. (v) Any special circumstances surrounding the discovery of the Error.

11.6.2 Compliance

Licensee shall comply with all terms and conditions of this Service Level Agreement, including taking all reasonable steps to correct the Error after consulting with Confidence Systems and promptly installing any Upgrade that Confidence Systems makes available to Licensee.

11.6.3 Use

Licensee shall use the Product solely in accordance with the terms and conditions set forth in the End User License Agreement.

11.6.4 Environment

Licensee shall set up, maintain, and operate in good repair and in accordance with the Main Agreement all environmental conditions and components, including all networks, systems, and hardware, in or through which:

1. (a) the Product operates; and/or
2. (b) Licensee accesses or uses any of the Product.

11.6.5 Access

In connection with the performance of the Support Services, Licensee shall provide Confidence Systems with all such cooperation and assistance as they may reasonably request, or otherwise may reasonably be useful, to enable Confidence Systems to perform its obligations (including the provision of the Support Services), and exercise its rights, under and in accordance with the terms and conditions of this Service Level Agreement, including:

1. (a) reasonable, uninterrupted access, both physical and virtual, to the Product and Licensee's Systems, premises, networks, and facilities;
2. (b) a safe working environment;
3. (c) reasonable access to the appropriate Licensee personnel, including network, systems, operations, and applications personnel;
4. (d) all necessary authorizations and consents, whether from third parties or otherwise, in connection with any of the foregoing; and
5. (e) all such other reasonable cooperation and assistance as Confidence Systems may request.

11.6.6 Data Back-up

Licensee agrees to back up all data, files, and information prior to the performance of any Support Services and hereby assumes sole responsibility for any lost or altered data, files, or information.

11.6.7 Information

Licensee shall provide Confidence Systems with all information reasonably requested by Confidence Systems from time to time relating to Licensee's use of the Product, including information on Licensee's hardware, network, systems, and any related Third-Party Materials.

11.6.8 Current Release

Except as otherwise specified in this Service Level Agreement, Licensee must run only the current release level of the Product that Confidence Systems has made available to its Licensees. Licensee shall install all Upgrades within a commercially reasonable amount of time from the date they are made available by Confidence Systems. If Confidence Systems, in its reasonable judgment, determines the Upgrade will require Confidence Systems to provide customization in order to Upgrade Licensee due to Licensee specific customizations, Confidence Systems will require a separate Statement of Work and additional fees. Confidence Systems determines whether and when to develop, release, and apply any Upgrade to Licensee's instances of the Subscription Services.

11.7 Communications

In addition to the mechanisms for giving notice specified in this Service Level Agreement, the parties may use email for communications on any matter referred to herein.

Copyright 2024 Confidence Systems, Inc. All rights reserved.

Last Revised Date: July 22, 2024