WorkforceAI Services Terms and Conditions of Use and Notices (Last Updated: February 15 2021)

1. AGREEMENT BETWEEN YOU AND WorkforceAI.

This is an agreement (“Agreement”) between you and WorkforceAI (“Company”) (or, if applicable based on where you live, one of its affiliates) (“Affiliates”). This Agreement governs your use of any Web site, or Web page or Services operated by Company (each, an “WorkforceAI Web Site and Service” and collectively, the “WorkforceAI Web Sites and Services”). You represent that you are at least 18 years of age and have attained the age of majority in the province, state or country in which you reside, and any information that you submit is correct. Company OFFERS THE WORKFORCEAI WEB SITES AND SERVICES TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF THE WORKFORCEAI WEB SITES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT IN ITS ENTIRETY. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See Sections 14, 15, and 16); AND AN EXCLUSIVE REMEDY (See Section 15). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN. .

2. HOW THE COMPANY MAY MODIFY THIS AGREEMENT.

Company reserves the right to change the terms, conditions, and notices under which it offers the WorkforceAI Web Sites Services, including any charges associated with the use of the WorkforceAI Web Sites. You are responsible for regularly reviewing these terms, conditions and notices, and any additional terms posted on any WorkforceAI Web Site. Your continued use of the WorkforceAI Web Sites and Services after the effective date of such changes constitutes your acceptance of and agreement to the terms and conditions as stated herein. .

3. ADDITIONAL TERMS.

Any WorkforceAI Web Site and Service may itself contain additional terms (for example, codes of conduct or guidelines) that further govern use of that WorkforceAI Web Site and Services, including without limitation, particular features or offers (for example, special offers). If any terms contained in this Agreement conflict with any terms contained within an WorkforceAI Web Site, then the terms in this Agreement shall prevail. .

4. NO COMMERCIAL, UNLAWFUL OR HARMFUL USE OF THE WorkforceAI WEB SITES OR SERVICES.

The WorkforceAI Web Sites and Services are only for your personal use. You will not use the WorkforceAI Web Sites or Services for commercial purposes. You will not use the WorkforceAI Web Sites or Services in any way that is unlawful, or harms the Company, its affiliates, resellers, distributors, service providers and/or suppliers (each, a “Company Party” and collectively, the “Company Parties”) or any customer of a Company Party, as determined in the Company’s sole discretion. The Company may tell you about certain specific harmful uses in a code of conduct or other notices available through a WorkforceAI Web Site, but has no obligation to do so. You may not use the WorkforceAI Web Sites or Services in any way that breaches any code of conduct, policy or other notice applicable to the WorkforceAI Web Sites. Without limiting the generality of this section, you may not use the WorkforceAI Web Sites or Services in any manner that could damage, disable, overburden, or impair any WorkforceAI Web Site or disrupt the WorkforceAI Services(or the network(s) connected to any WorkforceAI Web Site) or interfere with any other party’s use and enjoyment of the WorkforceAI Web Sites and Services. .

5. SPAM AND SPAM FILTERING TECHNOLOGY ARE PROHIBITED.

Without limiting the generality of Section 4, you will not use the WorkforceAI Web Sites or Services to transmit, either directly or indirectly, any unsolicited bulk e-mail or unsolicited commercial e-mail. You will not use the WorkforceAI Web Sites or Services in any way that violates the Company’s Anti-Spam or CANSPAM Policies. A breach of any part of the Anti-Spam Policy is a breach of this Agreement. The Company may use filtering technology or other measures in its efforts to stop unsolicited bulk e-mail and unsolicited commercial e-mail, and if your use of the WorkforceAI Web Sites includes e-mail related services, then such filtering technology or other measures may block, either temporarily or permanently, some e-mail sent to you through the WorkforceAI Web Sites even if such e-mail does not violate the Anti-Spam Policy. .

6. MATERIALS YOU POST OR PROVIDE; COMMUNICATIONS MONITORING

For materials you post or otherwise provide to the Company related to the WorkforceAI Web Sites and Services (a “Submission”), you grant the Company permission to (1) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Submission, each in connection with the WorkforceAI Web Sites, and (2) sublicense these rights, to the maximum extent permitted by applicable law. The Company will not pay you for your Submission. The Company may remove your Submission at any time. For each Submission, you represent that you have all rights necessary for you to make the grants in this section. To the maximum extent permitted by applicable law, the Company may monitor your e-mail, or other electronic communications and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of the Company, its Parties or any customer of a Company Party.

7. SOFTWARE.

Your use of any software associated with the WorkforceAI Web Sites will be governed by the terms and conditions of the End User License Agreement (“EULA”) accompanying such software. If you receive any software that is not accompanied by a EULA, then the Company grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the WorkforceAI Web Sites and Services, and in accordance with this Agreement. The Company reserves all rights to such software not expressly granted to you in this Agreement. Such software is protected by copyright and other intellectual property laws and treaties. The Company or its suppliers own the title, copyright, and other intellectual property rights in such software, and such software is licensed, not sold. You will not disassemble, decompile, or reverse engineer, such software, except and only to the extent that such activity is expressly permitted by applicable law. The Company may automatically check your version of such software and may automatically download upgrades to such software to your computer to update, enhance and further develop the WorkforceAI Web Sites and Services. .

8. INFORMATION AVAILABLE FROM THE WorkforceAI WEB SITES.

The Company and its suppliers do not warrant or guarantee the accuracy or timeliness of any information available from the WorkforceAI Web Sites, even if such information appears in any plan, schedule, e-mail, pager, cell phone or other alerts available through the WorkforceAI Web Sites. The Company and its affiliates or suppliers do not authorize the use of information available from the WorkforceAI Web Sites including, for any purpose other than your personal use, and prohibit to the maximum extent allowable the resale, redistribution, and use of this information for commercial purposes. The Company is not marketer, agent or broker/dealer of any service provider. Nothing contained in the WorkforceAI Web Sites terms of use constitute an offer or solicitation to buy or sell any third-party service. The Company does not endorse or recommend any particular product or service, including any software provider, security service or methodology. Nothing contained in the WorkforceAI Web Sites is intended to constitute professional advice, including but not limited to, use of particular software provider, security service or methodology. .

9. ENTRY AND EXIT.

The WorkforceAI project services start and end of any project or sprint are determined by contract. It is the responsibility of all participants in a WorkforceAI project or sprint to make their own arrangements for integrating the deliveries with their production website(s), including in-house personnel to receive and implement the deliveries in accordance with standard web hosting practices. Each participant who is planning to undertake an WorkforceAI project must ensure he or she makes suitable preparations for integrating with the service. In the event that one or more participants in a WorkforceAI project encounters difficulties in implementing the deliveries, the other deliveries may choose to halt or cancel the project or sprint. Any claim for refund or reimbursement must be supported by relevant documentation of the circumstances provided to the Company no later than fifteen(15) days after the incident, the claim must be filed by the organization that paid for the WorkforceAI service. Each such claim will be handled on an individual basis and the Company has the sole discretion to determine the claim. .

10. INSURANCE

Participants in the WorkforceAI project services understand that purchasing a WorkforceAI project offering, it is agreed that all participants using the WorkforceAI Websites or Services obtain and have suitable insurance that covers any and all incidents of their assets in whichever country is being implemented, this in addition to any other type of insurance the participant chooses, the amount and level of coverage is solely at the discretion of the participant and deemed sufficient to protect the participant in the event of disruptions of any type while receiving the WorkforceAI services. At a minimum, such insurance must cover property and personal injury including death, medical expenses, loss of or damage to assets and personal belongings, emergency, recovery and evacuation expenses. Participants must be able to provide proof of insurance purchase and adequate coverage during the period of the project, if requested by the Company, agents or contractors. It is strongly recommended the insurance coverage be extended to include cancellation, curtailment, all other expenses which might arise as a result of loss, damage, injury, delay or inconvenience occurring to the participant. .

11. WAIVER ON THIRD PARTY SERVICES.

The company relies on third parties to assist in delivering the WorkforceAI project services. While the Company uses due diligence in prequalifying its third party experts, affiliates, and contractors involved in delivering the WorkforceAI project services, the Company does not assume responsibility for their conduct in delivering the WorkforceAI services. It is the responsibility of the participant to inform the Company of any such incidents immediately to allow the Company to implement appropriate remedial measures. In the event of gross negligence, malicious or inappropriate behaviour of a party, it is the responsibility of the participant to bring the matter to the attention of the appropriate authorities and also inform the Company of the incident in an expedient manner. The Company will investigate any complaint made against any third party and will use best efforts including replacement of the defaulting expert, agent, affiliate or contractor, but in no event will the Company be liable for misconduct or failure to deliver the WorkforceAI services by any third party. THE PARTICIPANT RELIEVES THE COMPANY OF ANY AND ALL LIABILITIES, INCONVENIENCES, LOSSES OR DAMAGES ARISING FROM THE FAILURE OF ANY THIRD PARTY IN DELIVERING THE WorkforceAI PROJECT SERVICES. THE SOLE REMEDY OF THE PARTICIPANT IS AS EXPLAINED IN CLAUSE 15 OF THIS AGREEMENT. .

12. COMPANY MAKES NO WARRANTY.

THE COMPANY PROVIDES THE WorkforceAI WEB SITES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY OR ITS PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE COMPANY AND ITS PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, SUITABILITY, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE WorkforceAI WEB SITES OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT. .

13. LIABILITY LIMITATION.

YOUR EXCLUSIVE REMEDY: IN NO EVENT WILL ANY COMPANY OR PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE WorkforceAI WEB SITES OR SERVICES, EVEN IF SUCH COMPANY OR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER SECTION 15 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE WorkforceAI WEB SITES OR SERVICES, OR YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY COMPANY OR PARTY WITH RESPECT TO THIS AGREEMENT OR THE WorkforceAI WEB SITES OR SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WorkforceAI WEB SITES OR SERVICES. IN THE EVENT IT IS DETERMINED THAT THE COMPANY FAILED TO DELIVER THE SERVICES, THE EXTENT OF LIABILITY WILL NOT EXCEED THE PAYMENTS MADE TO THE COMPANY BY THE PARTICIPANT. .

14. CHANGES TO THE WorkforceAI WEB SITES; ADDITIONAL LIABILITY LIMITATION.

THE COMPANY AND ITS PARTIES MAY CHANGE THE WorkforceAI WEB SITES OR SERVICES OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON. As you use the WorkforceAI Web Sites and Services, you should expect to receive, access or use information, materials, graphics, software, data and content (collectively, “Content”) originated by the Company and persons other than the Company (any such person is referred to as a “Third Party”). WITHOUT LIMITING THE GENERALITY OF SECTIONS 14 AND 15, YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY OR PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 14 AND 15, YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE WorkforceAI WEB SITES, (2) ANY INCOMPATIBILITY BETWEEN THE WorkforceAI WEB SITES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE WorkforceAI WEB SITES IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THOUGH LINKS CONTAINED ON THE WorkforceAI WEB SITES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 14, 15 AND 16 OF THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW. .

15. TERMINATION; ACCESS RESTRICTION.

The Company may terminate this Agreement, or terminate or suspend your access to the WorkforceAI Web Sites at any time, with or without cause, with or without notice. Upon such termination or suspension, your right to use the WorkforceAI Web Sites will immediately cease. UPON SUCH TERMINATION OR SUSPENSION, ANY INFORMATION YOU HAVE STORED ON THE WorkforceAI WEB SITES MAY NOT BE RETRIEVED LATER. .

16. FORCE MAJEUR.

The Company shall not be liable to the participant in the event of (a) any act of war, hostilities, invasion, act of foreign enemies, terrorism or civil disorder; (b) exposure to hazardous material, or contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; (c) pressure waves from devices travelling at supersonic speeds or damage caused by any aircraft or similar device; (d) a strike or strikes or other industrial action or blockade or embargo or any other form of civil disturbance, whether lawful or not, in each case affecting on a general basis the industry related to the affected Services and which is not attributable to any unreasonable action or inaction on the part of the Company or any of its Subcontractors or suppliers and the settlement of which is beyond the reasonable control of all such persons; (e) specific incidents of exceptional adverse weather conditions, flood, fire, ; (f) tempest, earthquake, sunflares or any other natural disaster of overwhelming proportions; pollution of water sources; (g) discontinuation of electricity, electronic or communication service, water or sewage supply; or (h) other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts, which in each case directly causes either party to be unable to comply with all or a material part of its obligations under this Agreement; Neither Party shall be in breach of its obligations under this Agreement or incur any liability to the other Party for any losses or damages of any nature whatsoever incurred or suffered by that other if and to the extent that it is prevented from carrying out those obligations by, or such losses or damages are caused by, a Force Majeure Event except to the extent that the relevant breach of its obligations would have occurred, or the relevant losses or damages would have arisen, even if the Force Majeure Event had not occurred. As soon as reasonably practicable following the date of commencement of a Force Majeure Event, and within a reasonable time following the date of termination of a Force Majeure Event, any Party invoking it shall submit to the other reasonable proof of the nature of the Force Majeure Event and of its effect upon the performance of the Party’s obligations under this Agreement. The Company and its Subcontractors shall, at all times take all reasonable steps within their respective powers and consistent with Good Operating Practices but without incurring unreasonable additional costs to: (i) prevent Force Majeure Events affecting the performance of the Company’s obligations under this Agreement; (ii) mitigate the effect of any Force Majeure Event; and (iii) comply with its obligations under this Agreement. The Parties shall consult together in relation to the above matters following the occurrence of a Force Majeure Event. .

17. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.

In this Agreement with the Company, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the Province of Ontario, Canada, without reference to conflict of laws principles. If this Agreement is with a Company affiliate, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the place of incorporation for such Company affiliate, without reference to conflict of laws or principles. All other claims, including, without limitation, claims under or for violation of consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of your province of residence in Canada, or, if you reside outside Canada, under the laws of the country to which the subject WorkforceAI Web Sites or Services are directed. If this Agreement is with the Company, you hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Ottawa, (Ontario, Canada in all disputes arising out of or relating to the use of the WorkforceAI Web Sites or services. If this Agreement is with a Company affiliate, you hereby consent to the exclusive jurisdiction and venue of the courts located in the place of incorporation for such Company affiliate in all disputes arising out of or relating to the use of the WorkforceAI Web Sites or services. .

18. INTERPRETING THE AGREEMENT; ASSIGNMENT.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. The Company may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or assign, transfer or sublicense your rights, if any, in the WorkforceAI Web Sites. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and the Company with respect to the WorkforceAI Web Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to the WorkforceAI Web Sites. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance .

19. YOU HAVE LIMITED TIME TO BRING YOUR CLAIM.

YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WorkforceAI WEB SITES MUST COMMENCE WITHIN FORTY-FIVE (45) DAYS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. .

20. COPYRIGHT AND TRADEMARK NOTICES AND OTHER ACKNOWLEDGEMENTS.

All contents of the WorkforceAI Web Sites are Copyright 2021 of the Company and/or its suppliers, at its registered office. All rights reserved. The Company, WorkforceAI, WorkforceAI logo, tag line and/or other Company marks, products and services referenced herein may also be either trademarks or registered trademarks of the Company in Canada, the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, e-mail addresses, logos, people, places and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, places or events is intended or should be inferred. Any rights not expressly granted herein are reserved. Certain software used in certain WorkforceAI Web Sites servers is based in part on the work of the Independent dictionary services which could change from time to time at the sole discretion of the Company. .

21. OTHER NOTICES.

Alerts Bids and quotes appearing on the WorkforceAI Web Sites and in email alerts are supplied by independent third parties. Your actual receipt of quotes may be subject to markups at the sole discretion of Company. Third Party Account Information By using the Login service through the WorkforceAI Web Sites, you authorize the Company and its agents to access third party sites designated by you or on your behalf, to retrieve information requested by you, and you appoint the Company and its agents as your agent for this limited purpose. Each time you enter your account login information, you are permitting the Company and its agents to process your request and use information submitted by you to accomplish the foregoing. You will maintain your password securely when using the services. WorkforceAI Payment Service Terms of Use and Privacy Statement The WorkforceAI payment service is provided by a third party service provider under separate provider’s terms, privacy and other conditions that determines how the third party service provider handles your data for the WorkforceAI payment service. .

22. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.