Last Revised: August 1, 2020

Acceptance of Terms
The Services that Sodesqa provides to you are subject to the following “Terms of Use”. Sodesqa reserves the right to update the “Terms of Use” at any time without notice to you.

Description of Services
Services are an assortment of resources that include download areas, videos, communication platforms, and product information that are known collectively as “Services”. Any updates, enhancements, and addition of new features or web properties are subject to Terms of Use.

Limitation of Use
Accessing the services provided by Sodesqa means that you are solely using it for your own personal and non-commercial use. You may not copy, modify, distribute, transmit, display, reproduce, publish, license, transfer, or sell any information obtained. You may not use the Services that could damage, disable, or impair any Sodesqa server, or the networks of Sodesqa partners/third-parties. You may not attempt to gain unauthorized access to any Services, other accounts or networks connected to Sodesqa or Sodesqa partners/third-parties. Sodesqa also does not claim ownership of the materials you provide to Sodesqa and not responsible for the contents of any linked site or any link contained in a linked site. Inclusions of any third-party links does not imply endorsement by Sodesqa. You must comply with all applicable laws, including federal, state, and local laws, the laws of your jurisdiction, and laws regarding the transmission of technical data. This site is provided "AS IS" with all faults and without warranty of any kind, either expressed or implied. Sodesqa disclaims all warranties and shall not be liable for any indirect, special, consequential, or incidental damages including, without limitation, lost profits or revenues, cost of replacement goods, or lost or damage to data arising out of the use or inability to use this site or any realted services or content. These terms are governed by laws of California, USA and should any disputes related to website or these terms will be in the jurisdiction and venue in the state and federal courts of Santa Clara County, California, USA.

Sodesqa End User License Agreement

Definitions
The words, “Account Information” means information about you that you provide to us in connection with creation or administration of your account, including names, usernames, phone numbers, email addresses, and billing information associated with your account. The words, “Confidential Information” means your Login Credentials, and any non-public technical, business, or other information or materials disclosed or otherwise made available by either you or us to the other party regarding the Agreement or the Service Offering, that are in tangible form and labeled “confidential” or the like, or are provided under circumstances reasonably indicating confidentiality. Your Confidential Information does not, for purposes of the Agreement, include Your Content. If you disclose Your Content to us or if we access Your Content as permitted by the Agreement, including for purposes of providing support to you, we will use the same standard of care with respect to that data as we use to protect our own Confidential Information. The word, “Content” means any data, including all text, sound, video, or image files, and software or other information. The words, “End User” means a user of a Service Offering who is not your employee, or onsite contractor or agent. End Users include your customers (e.g., persons to whom you provide a service, and with whom you are in a commercial contractual relationship). The words, “Evaluation Service” means any Service Offering, or a feature or functionality of a Service Offering, that we offer on an evaluation basis. The words, “High Risk Activities” means workloads or applications used to control or operate activities with a likelihood of injury or death, including but not limited to controlling aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, weaponry systems, or any similar scenario where failure could lead to personal injury, death, or environmental damage. The words, “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, and the regulations issued pursuant to that Act. The words, “Infringement Claim” means any claim by a third party that the Service Offering infringes any patent, trademark, or copyright of that third party, or misappropriates a trade secret of that third party. The words, “Intellectual Property Rights” means all worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, and all other proprietary rights, whether registered or unregistered. The word, “Law” includes any statute, ordinance, regulation, or governmental requirement, order, or decree. The words, “Login Credentials” mean any passwords, authentication keys, or security credentials that enable your access to and management of the Service Offering. The word, “Order” means the Internet order page, or other ordering document, that demonstrates as evidence your purchase of a Service Offering, whether you purchase a subscription or use the Service Offering on an on-demand basis. The words, “Service Description” mean the then-current version of the Service Description for the particular Service Offering, found here. The words, “Service Level Agreement” mean the then-current version of the Service Level Agreement for the particular Service Offering, found here. Certain Service Offerings may not have a Service Level Agreement. The words, “Service Offering” means the Sodesqa cloud service offering specified in your Order. The words, “Subscription Term” means the initial term of your authorized use of the Service Offering, as set forth in the applicable Order, together with any renewal terms (if applicable). The initial term begins on the earlier of: (i) item date on which you start using the Service Offering or (ii) the date you complete the registration process; or as otherwise specified in the Order or in the applicable Service Description. For purposes of any on-demand Service Offering, “Subscription Term” means the period during which you are using the Service Offering, for which you will be billed, as specified in the applicable Service Description. The words, “Support Policy” mean the then-current version of the Support Policy for the particular Service Offering. The word, “Taxes” means any sales, VAT (value-added tax), GST (goods and services tax), use, gross receipts, business and occupation, and other taxes (other than taxes on our income), export and import fees, customs duties, and similar charges imposed by any government or other authority. The words, “Third-Party Claim” mean any third-party claim or demand arising from or relating to (i) Your Content, or (ii) your use of any Service Offering, including an Evaluation Service, in violation of the Agreement. The words, “Third-Party Content” means Content provided by a third party, that interoperates with the Service Offering, including open source software, but that is not embedded in or required for use of the Service Offering. As an example, Third-Party Content may include an application that is listed on a marketplace or in a catalog. The word, “User” means any person who is authorized to access or use the Service Offering or Your Content directly under your Login Credentials, and may include your employees, contractors, service providers, and other third parties, but does not include your End Users. The words, “Your Content” mean Content uploaded into the Service Offering for processing, storage or hosting, by you or by any User, but does not include (i) Third-Party Content, (ii) Account Information, or (iii) data we collect as specified in Section 1.3 (“Monitoring”). The incorporation of these additional documents does not diminish your rights under these Terms of Service in the End User License Agreement. If you do not agree to these Terms of Service or to any other portion of the Agreement, or if this Agreement is not incorporated into the Order, you must not use the Service Offering. The word, “You” means the entity accepting the Agreement. The words, “Sodesqa”, “we” or “us” means Sodesqa, Inc., a California corporation. The Agreement takes effect when you click “I accept” or similar button or check box presented to you as part of the sign-up process or when you first use the Service Offering, whichever is earlier, and will be in effect until the earlier of (1) the end of the term specified in the Order or (2) the date on which the Agreement is terminated as permitted in the Agreement.” Your Order will be deemed accepted when we provide your Login Credentials.

Orders
You must pay all charges you incur for your use of the Service Offering. Charges may consist of both a committed amount as well as additional amounts, including but not limited to charges for add-on features that you order or enable, as well as charges you incur based on actual usage of the Service Offering by metered charges. You must establish a method of payment to cover charges. All Orders are subject to the terms of the Agreement and are not binding until we accept them. An Order will be deemed accepted when we deliver your Login Credentials to the email address associated with the account. We are not required to provide the Service Offering to you until you provide to us all information we require for processing your Order and provisioning the Service Offering for you. All Orders are non-refundable and may not be cancelled except as expressly provided in the Agreement. Any refunds to which you are entitled under the Agreement will be remitted to you.

Taxes
Unless you and we agree otherwise, (i) charges you incur for using the Service Offering will be governed by the applicable price list at the time of invoicing, and (ii) you must pay all charges no later than 30 days after the date of invoice. Service Offering fees are exclusive of Taxes. You must pay or reimburse us for all Taxes arising out of the transactions contemplated by the Agreement. If you are required to pay or withhold any Tax for payments due under the Agreement, you must gross up your payments to us so that we receive all sums due in full and free of any deductions. If you are required to pay any Taxes to a taxing authority, you must also provide documentation to us showing that you paid those Taxes. You will remain responsible for all fees incurred before and during any suspension. You will not be entitled to any service credits under the applicable Service Level Agreement that you might have otherwise accrued during any suspension.

Temporary Suspension
We may, at our option, suspend your use of any Service Offering if: (a) you are in breach of the Agreement (other than payment) and do not resolve that breach within 10 days after we notify you of that breach; (b) any payment is not received when due; (c) we believe that your use of the Service Offering poses a security risk to the Service Offering or to other users of the Service Offering; or (d) we suspect fraud or abuse. We will give you notice before suspending your use of the Service Offering if permitted by law or unless we reasonably determine that providing notice presents a risk of harm to the Service Offering, to other users of the Service Offering, or to any person or property, in which case we will notify you as soon as feasible or permitted. We will suspend your access only to the Service Offering that the subject of the issue giving rise to the suspension. We will promptly reinstate your access to the Service Offering once we have determined that the issue causing the suspension has been resolved.

Termination
You have the right to use the Service Offering during the applicable Subscription Term. You may stop using a Service Offering at any time, but you will remain liable for all fees and charges otherwise due during the applicable Subscription Term. We may, at our option, terminate the Agreement effective immediately upon written notice to you (i) if we have the right to suspend, or (ii) to comply with applicable law, either you or we may terminate the Agreement effective immediately upon written notice to the other party if that party (a) commits a breach of the Agreement and fails to cure within 30 days of notice of the breach, or (b) commits a material breach of the Agreement that cannot be cured, or (c) terminates or suspends its business. If you terminate the Agreement, we will refund any prepaid Service Offering fees prorated as of the effective date of the termination. Either you or we may terminate the Agreement effective immediately upon sending the other party notice if that party: (a) becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or (b) becomes subject to control of a trustee, receiver, or similar authority, or to any bankruptcy or insolvency proceeding. Upon termination of the Agreement for any reason: (a) you must stop using the Service Offering, and (b) you must return or, if we request, destroy, any Confidential Information of Sodesqa or our suppliers in your possession or under your control. Deletion of any Content remaining in the Service Offering will occur as specified in the applicable Service Description. As between you and us, you are responsible for ensuring that you have necessary copies of all Your Content prior to the effective date of any termination. Any termination of the Agreement will not entitle you to any refunds, credits, or exchanges, and you will be liable for all fees incurred as of the effective termination date. We will provide support to you for the Service Offering in accordance with the applicable Support Policy, and as specified in the applicable Service Description. We will not provide support for Your Content to your End Users.

Warranty
Under Limited Warranty, we warrant that the Service Offering will perform in accordance with the applicable Service Level Agreement, if any, during the Subscription Term, provided that the Service Offering has at all times been used in accordance with the Agreement. Other than the Limited Warranty, we, for ourselves and on behalf of our suppliers, disclaim all warranties whether express, implied, or statutory, including any warranties of merchants, satisfactory quality, title, and non-infringement, and any warranties arising from course of dealing or course of performance, relating to the Service Offering and to all materials or services provided to under the agreement, including any third-party content. We and our suppliers do not warrant that the service offering will be uninterrupted or free from defects or errors, or that the service offering will meet your business requirements.

Indemnification
You will (a) defend us against any Third-Party Claim; and (b) indemnify us from all fines, damages, and other costs finally awarded by a court of competent jurisdiction or a government agency, or agreed to in settlement. We will: (i) provide you with notice of any Third-Party Claim within a reasonable period after learning of the claim and (ii) reasonably cooperate in response to your requests for assistance. You will have sole control over the defense of any Third-PartyClaim. You may not, without our prior written consent, which will not be unreasonably withheld, conditioned, or delayed, settle any Third-Party Claim if that settlement obligates us to admit any liability or to pay any unreimbursed amounts to the claimant, or would affect any Service Offering or our business practices or policies. We will: (a) defend you against any Infringement Claim; and (b) indemnify you from all fines, damages, and costs finally awarded against you by a court of competent jurisdiction or a government agency, or agreed to in settlement with regard to any Infringement Claim. The foregoing obligations are applicable only if you: (i) provide us with notice of any Infringement Claim within a reasonable period after learning of the claim, (ii) allow us sole control over the defense of the Infringement Claim; and (iii) reasonably cooperate in response to our requests for assistance with regard to the Infringement Claim. We will not, without your prior written consent, which will not be unreasonably withheld, conditioned, or delayed, enter into any settlement of any Infringement Claim that obligates you to admit any liability or to pay any unreimbursed amounts to the claimant.

Liability Limitation
In no event will Sodesqa be liable for any lost profits or business opportunities, loss of use of the Service Offering, or loss of content for any reason including power outages, system failures, or other interruptions, loss of revenue, loss of goodwill, business interruption, or for any indirect, special, incidental, or consequential damages under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise.

Protection
Either party (the “recipient”) may use Confidential Information of the other party (the “discloser”) disclosed to it in connection with the Agreement solely to exercise its rights and perform its obligations under the Agreement or as otherwise permitted by the Agreement. You and we will each use reasonable care to protect that Confidential Information in the same manner as we each protect our own Confidential Information of a similar nature, but in any event with not less than reasonable care. The recipient may disclose the discloser’s Confidential Information only to the recipient’s employees, or to third parties, who have a need to know the Confidential Information for purposes of the Agreement.

Content Ownership
As between you and us, you retain all right, title and interest in and to Your Content and all Intellectual Property Rights in Your Content. Our rights to access and use Your Content are limited to those expressly granted in the Agreement.

Uploading Content
You acknowledge that uploading Your Content to the Service Offering does not constitute a disclosure of Your Content to us.

Content Restrictions
You must not upload into the Service Offering any Content that:(a) may create a risk of harm or any other loss or damage to any person or property; (b) may constitute or contribute to a crime or a tort; (c) includes any data that is illegal, unlawful, harmful, pornographic, defamatory, infringing, or invasive of personal privacy or publicity rights; (d) contains any data that you do not have a right to upload into the Service Offering.

Third-Party Content
You may use Third-Party Content, at your option. If you choose to use Third-Party Content, you are responsible for complying with any terms that are presented to you when you access that Third-Party Content, including any separate fees or charges imposed by the provider of that Third-Party Content. Third-Party Contents available “AS IS” without indemnification, support or warranty or condition of any kind. We may suspend or terminate provision and hosting of any Third-Party Content any time, and that suspension or termination will not be deemed a material, detrimental change.

Data Protection and Security
You are solely responsible for ensuring that the Service Offering and its security is appropriate for Your Content and your intended use. You are responsible for taking and maintaining appropriate steps to protect the confidentiality, integrity, and security of Your Content. Those steps include (a) controlling access you provide to your Users, (b) configuring the Service Offering appropriately,(c) ensuring the security of Your Content while it is in transit to and from the Service Offering, (d) using encryption technology to protect Your Content, and (e) backing up Your Content. You are responsible for providing any necessary notices to Users and obtaining any legally required consents from Users regarding their use of the Service Offering.

Monitoring
We monitor and collect configuration, performance, and usage data relating to your use of the Service Offering:(a) to facilitate delivery of the Service Offering which include tracking entitlements, providing support, monitoring the performance, integrity, and stability of the Service Offering’s infrastructure, and preventing or addressing service or technical issues; and (b) to improve our products and services, and your experience. You must not interfere with that monitoring. We will not access Your Content except as necessary to provide the Service Offering.

Limitation of Personal Use
The Services provided are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Services.

Prohibited Use
You will not use Services for any purpose that is unlawful or prohibited by these terms and conditions. You will not use Services in any way that could damage, disable, or impair any Sodesqa server or networks. You will not attempt to gain unauthorized access by hacking, password mining, or related activities to any other accounts, Services, computer systems or Sodesqa connected networks.

General Restrictions
You must not: (a) resell or sublicense the Service Offering; or (b) use the Service Offering (i) in a way prohibited by law or that would cause you or us to be out of compliance with applicable law, (ii) to violate any rights of others, (iii) to try to gain unauthorized access to, test the vulnerability of, or disrupt the Service Offering or any other service, device, data, account, or network, (iv) to distribute spam or malware, (v) in a way that could harm the Service Offering or impair anyone else’s use of it, (vi) in a way intended to work around the Service Offering’s technical limitations, recurring fees calculation, or usage limits, or (vii) for High Risk Activities.

Assignment Restrictions
You may not assign or transfer the Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. Any attempted assignment or transfer of the Agreement without our consent will be void and will be a breach of the Agreement. Subject to these limitations, the Agreement will bind the benefit of the parties and their respective successors and assignments. Any notice by us to you under the Agreement will be given: (a) by email to the email address associated with your account, (b) by posting on either the Service Offering. Any waiver of a breach of any provision of the Agreement will not constitute a waiver of any later breach of that provision, or waiver of a breach of any other provision. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in force to the extent feasible. You and we must each comply with all laws applicable to the actions contemplated by the Agreement. You represent and warrant that: (a) you, and any User, are not, and are not acting on behalf of, (i) any person who is a citizen, national, or resident of, or who is controlled by, the government of any country to which the United States has prohibited export transactions; or (ii) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List, or any similar designated persons list published for the jurisdiction in which the applicable data center is located; (b) you, and any User, will not permit the Service Offering to be used for any purposes prohibited by law, including any prohibited development,design, manufacture, or production of missiles or nuclear, chemical, or biological weapons. Neither you nor Sodesqa are or will be liable for any delay or failure to perform its obligations under the Agreement, except for your payment obligations, due to any cause beyond your or our reasonable control including labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other acts of nature, embargoes, riots, acts or orders of government, acts of terrorism, orwar.

Roles
You and we are independent contracting parties, and the Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship between us. Neither you nor Sodesqa, nor any of our respective affiliates, officers, directors, or employees, is an agent of the other for any purpose, nor has the authority to bind the other. The Agreement as it may be modified from time to time is the entire agreement between you and Sodesqa regarding its subject matter. The Agreement supersedes all prior or contemporaneous communications, understandings and agreements, whether written or oral, between you and Sodesqa regarding its subject matter.

Modifications
We may from time to time: (a) modify the Service Offering and/or the Agreement, including any Service Level Agreement, or (b) cease providing any Service Offering. Any changes will become effective on the date published or as we may notify you. Your continued use of the Service Offering after the effective date of any change will be deemed acceptance of the modified Service Offering or terms.

Required Disclosures
If we are required by a subpoena, court order, agency action, or any other legal or regulatory requirement to disclose any of Your Content we will provide you with notice and a copy of the demand as soon as practicable, unless we are prohibited from doing so pursuant to applicable law. If you request, we will, at your expense, take reasonable steps to contest any required disclosure. We will limit the scope of any disclosure to only the information we are required to disclose.

Governing Law
The Agreement is in English, and the English language version governs any conflict with a translation into any other language. If your billing address is in the United States, the Agreement is governed by the laws of the State of California and the federal laws of the United States. If your billing address is outside the United States, the Agreement is governed by the laws of the United States. Other than as expressly provided in the Agreement, the Agreement does not create any rights for any person who is not a party to it, and only persons who are parties to the Agreement may enforce any of its terms or rely on any exclusion or limitation contained in the Agreement.

Trademarks
NeighborPoint™, MemberAvenue™, Emphorex™ Intranet, and SchoolActive™ are trademarks of Sodesqa, Inc.
Third-party trademarks referenced are the property of their respective owners.