Terms and Conditions

Modifications to this Agreement: From time to time, GoSure may modify this Agreement. Unless otherwise specified by GoSure, changes become effective for Customer upon renewal of the then-current Subscription Term or entry into a new Service Order Form after the updated version of this Agreement goes into effect. GoSure will use reasonable efforts to notify Customer of the changes through communications via Customer's Account, email or other means.

The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Service Order Form, as applicable, referencing this Agreement. This Agreement will govern Customer's initial purchase on the Effective Da te as well as any future purchases made by Customer that reference this Agreement.

These Terms of Service (the "Agreement") is entered into by and between GoSure Inc., a Delaware corporation ("GoSure" or "Provider") and the person or entity placing an order for or accessing the Service ("Customer" or "you"). In consideration of the terms and conditions set forth below, the parties agree as follows:

1.Provision of Service: GoSure will make the Services and Software available to Customer pursuant to this Agreement, the Supplemental Terms (where applicable), the applicable SOF, and the Documentation, and provide such Services in accordance with this Agreement, including the Data Processing Addendum ("DPA"), the Professional Services Agreement("PSA"), the BAA, if applicable (as defined below), the laws and government regulations applicable to GoSure' business, during each Subscription Term, and if applicable, the Privacy Notice. During the Subscription Term, GoSure grants to Customer a limited, non-exclusive right to access and use the Services and Software only for its internal business purposes, for up to the number of Users included in the Service Plan or otherwise noted in the SOF, including the right to download, install, and use the Mobile Apps in connection with the authorized use of the Services.

2.Responsibilities of Customer

a.Customer Account. Customer may need to register for an Account in order to place orders or access or receive the Services. Customer agrees to keep its Account information current, accurate, and complete so that GoSure may send notices, statements, and other information to Customer via email or through its Account, which notifications will be subject to this Agreement and the Privacy Notice. Customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify GoSure promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Customer becomes aware. GoSure and its Affiliates will not be liable for any damage or loss that may result from Customer's breach of the foregoing obligations.

b.Acceptable Use. Customer may only use the Services in accordance with the Documentation, subject to the use limitations indicated in any Service Order Form pursuant to which Customer subscribes to the Services, and the terms of this Agreement. Customer agrees to comply with the GoSure Acceptable Use and Conduct Policy (as defined below) which is hereby incorporated into this Agreement.

c.Use Restrictions. Customer agrees not to use the GoSure Technology (as defined below): (i) to process data on behalf of any third party other than Customer's Users and End Users; (ii) in violation of applicable law; (iii) to store or transmit any content that infringes upon any third party's intellectual property rights; (iv) for competitive intelligence or performance benchmarking purposes; (v) to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the GoSure Technology available to any third party other than Users and End Users, and then only in furtherance of its permitted business purposes as expressly permitted by this Agreement; (vi) to falsely imply any sponsorship or association with GoSure; or (vii) to decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of GoSure Technology.

3.Customer Data

a.Use of Customer Data. As between the parties, Customer and its licensors retain all right, title, and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the GoSure Technology. Subject to the terms of this Agreement, Customer hereby grants to GoSure and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide, maintain, and improve the GoSure Technology and perform all related obligations owed to Customer under this Agreement, or as may be required by law. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to GoSure under this Agreement. If Customer is subject to the US Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA"), Customer may not upload protected health information ("PHI") as defined by HIPAA, unless Customer has entered into a business associate agreement with GoSure, which will govern the parties' respective obligations with respect to any PHI uploaded by Customer to the Services, Software, or Mobile Apps ("BAA").

b.Data Security. The parties will comply with the terms of the DPA, which is incorporated into this Agreement by this reference, with respect to the provision and processing of Personal Data as defined in the DPA. GoSure will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. GoSure measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. Customer understands that GoSure and its Affiliates will process Customer Data in accordance with applicable data protection laws, this Agreement, including the DPA, and the Privacy Notice.

2.Intellectual Property

a.Ownership Rights. Customer Data is Customer's Confidential Information under this Agreement. Customer and its licensors retain all right, title, and interest in and to the Customer Data and all of Customer’s Confidential Information provided under this Agreement, and GoSure obtains no rights in the foregoing except for the express rights granted in this Agreement and the Privacy Notice. GoSure and its licensors retain all right, title, and interest in and to GoSure Technology and Usage Data (as defined below). Customer acknowledges that the Services are offered as online, hosted solutions, and that Customer has no right to obtain a copy of the underlying computer code for any Services, except (if applicable) for any downloadable Software, in object code format. GoSure may freely use and incorporate into GoSure’ products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users or End Users relating to GoSure’ products or services. Feedback and any other suggestions are provided by Customer exclusively “AS IS,” in Customer’s sole discretion, and will not be used by GoSure in any way that identifies or permits identification of Customer, its Affiliates, Users, or End Users. Customer agrees that its name, logo, and/or use case may be used by GoSure in marketing materials (“Promotional Materials”). Promotional Materials may be for both internal and/or external purposes of GoSure and such rights granted herein shall be worldwide, perpetual, and in any media. Customer may request that GoSure stop the use of Promotional Materials of Customer by submitting an email to info@gosure.aiat any time. It may take us up to thirty (30) days to process a request.

b.Usage Data. Notwithstanding anything to the contrary in this Agreement, GoSure may collect and use any data that is gathered in or derived from the use of the Services (“Usage Data”) to develop, improve, support, and operate its products and services. GoSure shall not share with a third party any Usage Data that includes Customer’s Confidential Information except (i) in accordance with Section 8 (Confidentiality) of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymized such that the data no longer directly identifies Customer or Customer's Users.

c.Updates. GoSure may modify the Services, Software, and Service Plans from time to time, including by adding or removing features, functions, and entitlements; provided, however, that (i) GoSure will not materially decrease the overall functionality of the Services or Software during Customer’s Subscription Term, except where such modifications are required for data security reasons or to comply with applicable law and (ii) any such modifications are made on a prospective and nondiscriminatory basis. Such modifications to any Services, Service Plans, or Software are subject to this Agreement. Customer agrees that its purchase to subscriptions of the Services and Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written comments made by GoSure with respect to future functionality or features.

d.Other Services. GoSure or other third parties may make available (for example, through the GoSure Marketplace currently located atwww.gosure.ai/apps or other forums, third-party products or services (“Third-Party Services”). These Third-Party Services may integrate with the Services and are not licensed by GoSure pursuant to this Agreement, but are governed by the third party provider’s terms and conditions and privacy policies that accompany them, which Customer must separately accept, and the GoSure Marketplace User Terms. GoSure does not warrant or support Third-Party Services, unless expressly provided otherwise in an SOF. GoSure is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such third party. The Service may contain features designed to interoperate with Third-Party Services. GoSure cannot guarantee the continued availability of such Third-Party Services and may cease supporting them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the Third-Party Service provider ceases to make the Third-Party Service available for interoperation with the corresponding Service features in a manner acceptable to GoSure. Customer understands that GoSure is not responsible for providing technical support for the Third-Party Services and that GoSure is not responsible for the data hosting and data transfer practices followed by the providers of such Third-Party Services.