End User Terms of Service

2) User Data. The term “User Data” shall mean any and all Content or other materials submitted, uploaded, imported, communicated or otherwise provided by Authorized User in connection with the Services, including Personal Data.

• a) Software Solutions and Services. The term “Software Solutions and Services” or “Services” refers to the Workelevate Cloud Services and/or On-Premises Services.

• b) Services Agreement. The Agreement between Workelevate and Customer setting forth the terms of Customer and Authorized User’s use of, and access to, the Services.

• c) “Workelevate" means Progressive Infotech Private Limited, dba as Workelevate.

• d) Workelevate Cloud Services. The cloud-based artificial intelligence (“AI”) automated employee support jurisdictions. Authorized User represents and warrants that it is not named on any U.S. government denied-party list. Authorized User shall not permit access or use any Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law, EU Re. 2021/82, or other applicable laws, rules, and regulations. Management solutions provided by Workelevate to Customer pursuant to the Services Agreement

• e) On-Premises Services. The deployment of Workelevate’s software through installation within Customer’s own systems and environment.

3) Services License. Subject to the limitations set forth herein, Workelevate hereby grants Authorized User a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license (a) for On-Premises Services, install, backup and utilize the On-Premises Services, or (b) for Workelevate Cloud Services, access and utilize the Cloud Services, for use in connection with Customer’s internal business operations.

4) Workelevate Intellectual Property. As between Workelevate and Authorized User, all right, title, and interest in the Services and Platform (and its component parts) and in any ideas, know-how, code, derivative works or intellectual property rights (a) associated therewith, or (b) which result from the provision of the Services and Platform, including without limitation any updates, enhancements or modifications made to the Services or Platform, shall at all times remain solely and exclusively the property of Workelevate. Customer shall take no action inconsistent with such title.

5) Usage Restrictions. Authorized User will not (a) sell, resell, license, sublicense, distribute, rent or lease any aspect of the Services or Workelevate Content, or include the Services or Workelevate Content in a service bureau or outsourcing offering, (b) use the Services or Third Party Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Services or Third Party Application to store or transmit any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code, (d) interfere with or disrupt the integrity or performance of the Services, (e) modify, copy, or create derivative works of the Services or Workelevate Content, (f) frame or mirror the Services, (g) except to the extent permitted by applicable law, alter, modify, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to Services, (h) violate the security of the Services or attempt to gain unauthorized access to the Services, Content, computer systems or networks connected to any server associated with the Services, through hacking, password timing or any other means, (i) take nor attempt any action that, in the sole discretion of Workelevate, imposes or may impose an unreasonable or disproportionately large load or burden on the Services or the infrastructure related thereto. Authorized User shall not use or attempt to use any “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code,” or any other automate device, program, tool, algorithm, process or methodology to access, acquire, copy, or monitor any portion of the Services without the prior express written consent of Workelevate, or (j) utilize the Services in any manner that violates any applicable law, rule or regulation.

6) Export Compliance. The Services may be subject to export laws and regulations of the United States, EU, and other jurisdictions. Authorized User represents and warrants that it is not named on any U.S. government denied-party list. Authorized User shall not permit access or use any Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law, EU Re. 2021/82, or other applicable laws, rules, and regulations.

7) Content Restrictions. Authorized User shall be responsible for all Content uploaded and otherwise exchanged through the Services and Third Party Applications. Workelevate shall have no obligation to prescreen, monitor, edit or remove any Content. Workelevate reserves the right, to take any action to restrict or remove access to any Content that it deems, in its sole and absolute discretion, to be objectionable, in violation of applicable law, or otherwise in violation of this Agreement. Without limiting the foregoing, Authorized Users are not permitted to upload, store or share any User Data that:

• a) Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;

• b) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;

• c) would infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; or

• d) contains any private or personal information of a third party without the consent of that third party if required by law.

8) Privacy. Workelevate shall not use or disclose Personal Data provided by Authorized User for any purpose other than for providing the Services and shall process User Data for purposes of providing the Services and for internal use for purposes of improving the Services in accordance with the terms between Customer and Workelevate.

9) DISCLAIMER OF WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW , THE PLATFORM AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS AGREEMENT, INCLUDING ANY “BETA” RELEASES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WORKELEVATE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE USED BY AN AUTHORIZED USER. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WORKELEVATE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.

10) DISCLAIMER RE THIRD PARTY APPLICATIONS. Any use of any Third Party Applications, and any exchange of data between Authorized User and any Third Party Applications service provider is solely between Customer and the applicable provider. Workelevate is not responsible for any disclosure, modification or deletion of User Data resulting from access by such Third Party Applications or its provider. The Services may contain features designed to interoperate with Third Party Applications. Workelevate cannot guarantee the continued availability of such features, and may cease providing them without further obligation or liability. WORKELEVATE DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY APPLICATIONS PROVIDERS, IN CONNECTION WITH OR RELATED TO AN AUTHORIZED USER’S USE OF THE SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WORKELEVATE MAKES NO WARRANTIES REGARDING ANY AND ALL THIRD PARTY APPLICATIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

11) Term and Termination Access shall be co-terminus with the term set forth in the applicable Services Agreement. Notwithstanding the foregoing, Customer access shall be terminated in the event of any violation of the terms of this Agreement. The following Sections survive termination of this Agreement: Disclaimer of Warranties; Disclaimer of Third Party Applications.