General End User Terms of Use

These General End User Terms of Use (“General End User Terms” or “User Terms”) are entered into and agreed to by Expent Inc., a Delaware corporation (“Expent”, “We” or “Us”), and all Users (as further described below) (each a “User” or “You”) of the Expent Sites and Services as a condition of accessing and using those Sites and Services. Among other things, these General User Terms govern use of the Sites and Services by You.

Users to whom these General User Terms apply may include, without limitation: employees or contractors of Expent Customers, potential software subscribers, industry insiders and media relations professionals.

We reserve the right to update or otherwise modify these General User Terms from time to time. You are responsible for checking these General User Terms periodically for changes and updates. Your use of the Sites and Services following such posted changes and updates constitutes acceptance of such changes and updates.

BY ACCESSING AND USING THE SITES AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY THESE GENERAL USER TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT ACCESS OR USE THE SITES OR SERVICES.

In consideration of the premises set forth above, You hereby agree as follows:

ELIGIBILITY

The Sites and Services are intended for, among others, Users who are employees or contractors of Expent Customers (under either a paid subscription, a free trial or an evaluation or Beta test agreement). Any access to or use of the Sites or Services by anyone not expressly authorized by Expent is prohibited without Expent’s prior written consent. By accessing or using the Sites or Services, You represent and warrant that You are (1) an employee or contractor of an Expent Customer or (2) otherwise expressly authorized by Expent to access and use the Sites and Services.
ACCOUNT REGISTRATION

[To the extent our Sites and Services require a User Account]


User Accounts.

When creating a User Account, You agree to: (i) provide and keep current accurate and complete information about Yourself and Your company (“Information”); (ii) maintain the confidentiality of your Account and log-in credentials, if applicable; and (iii) restrict access to all others. You agree to accept responsibility for all activities that occur under Your Account. If We have reasonable grounds to suspect that the information you provide is inaccurate, incomplete or impersonates another person, We reserve the right to suspend or terminate Your Account. All Information will be stored and used in accordance with Our Privacy Policy.

ACCESSING AND USING OUR SITES AND SERVICES

By accessing and using Our Sites and Services, You acknowledge that You are responsible for Your actions and for all User Content You post. You represent and warrant, to the best of Your knowledge, that:

• You have all necessary right, power and authority to enter into these General User Terms and to fulfill Your contractual obligations hereunder; and

• Any and all information You post or provide, including, without limitation, as part of any registration or application or to gain access to the Sites or Services, is true, accurate and not misleading and that You will not allow any other person or entity to use Your Account; and

• The information and User Content that You upload, post, e-mail, transmit, or otherwise make available to Us or on Our Sites and in Our Services, including without limitation Reviews, Ratings, trademarks, logos, screenshots and videos is accurate and free of third party encumbrances; and

• You will, when posting User Content on Our Sites or to Our Services, adhere to these General User Terms (and any other terms and conditions We make publicly applicable to the use of Our Sites and Services) and bear all liability related to Your submission of such User Content through Our Sites and/or Services; and

• You will not post or otherwise provide User Content that is unlawful, tortious, malicious, defamatory, infringing, libelous, abusive, disparaging, pedophilic, pornographic, obscene, invasive of another's privacy, promotes illegal activities/conduct or violates local, state, national or other applicable laws or regulations; and

• You will not post or otherwise provide User Content that You do not have the right to make available under any law or contractual or fiduciary relationship (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or information protected under nondisclosure agreements); and

• You will not post or otherwise provide User Content that contains a software virus or any other code files or programs with the ability to interrupt, destroy, compromise, or otherwise limit the functionality of any computer software or hardware or telecommunications equipment; and

• You will not forge headers or otherwise manipulate identifiers for the purpose of disguising the origin of any User Content posted on the Sites or Services; and

• You will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of the Sites or Services without Our express written consent; and

• You will not avoid, bypass, reverse engineer, interfere with, deactivate, impair, descramble or otherwise circumvent any technical measure implemented by us to administer and protect Our Sites and Services; and

• You will not use any automated means or form of data scraping or data extraction to access, query, download or otherwise collect Our Content or related information from Our Sites and Services (except as expressly permitted by Us) or otherwise without authorization use or upload Our Content; or create new links, reposts, or referrals through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers and data mining tools); and

• You will only submit reviews and ratings on Our Sites and to Our Services that are written or uploaded by You in Your individual capacity; and

• You will not duplicate, download, publish, modify or otherwise distribute Our Content for any purpose other than for Your own individual use; and

• You will not collect or "harvest" from Our Sites or Services the personal information (“Personal Information”) of other Users without their consent for the purpose of transmitting unsolicited commercial mass mailings, "spamming” or any other unlawful purpose; and

• You will not access Our Sites and Services by any means other than through interfaces expressly authorized by Us and these General User Terms.

At Our discretion, We may, but are not obligated to, monitor and terminate User activity on Our Sites and Services, and/or edit or remove User Content, which violates or otherwise fails to comply with these General User Terms.

INTELLECTUAL PROPERTY RIGHTS

Our Sites and Services are comprised of Content created by Us (which may include Content owned by Us or licensed to Us by Our Partners, Expent Customers, Vendors, and Users). This section sets out the ownership and usage rights for each type of Content.

Listed company names are the service marks and trademarks of their respective companies.

Our IP and Other IP Rights:

Our Sites and Services and all intellectual property rights therein, including without limitation the Vendor and other information We create or provide from publicly available or licensed Content, along with Our Services, Our Content and/or our domain names (collectively, “Expent IP”), constitute the property of Expent, its Affiliates and/or its authorized licensors, and are protected by U.S. and international copyright, trademark and other intellectual property laws.

We grant to User a worldwide, revocable, royalty-free, non-exclusive license to use, view and download the Expent IP through Our Services for User’s personal use in accordance with these General User Terms and applicable U.S. and international copyright laws.

Except to the extent otherwise expressly permitted under copyright law, User will not copy, reproduce, modify, use, distribute, display, create derivative works of or otherwise exploit the Expent IP without the express written consent of Expent or the applicable copyright owner.

You hereby grant Us (including Our Affiliates and Partners) a perpetual, worldwide, irrevocable, nonexclusive, royalty-free and fully sub-licensable right to make, use, sell, offer to sell, reproduce, translate, modify, create derivative works of, publicly display and perform, communicate, distribute and otherwise exploit ( “Use Rights”): (i) any Feedback You provide to Us; (ii) any Aggregated User IP; and (iii) any Anonymized User IP, in each case which Use Rights that We may exploit in the ordinary course of Our business, with the exclusive right to enforce copyrights against anyone copying, republishing, distributing, editing, scraping or preparing derivative works without Our consent.

USER IP:

You certify as a User that You own or have secured all necessary intellectual property rights in the Content that You upload, post, include in a video, e-mail, transmit or otherwise make available to Us or on Our Sites or through Our Services, including without limitation User Reviews (collectively, "User IP"), and You further agree to be liable for all such User IP.

If You are an Expent Customer (or a User authorized to have Your Account by an Expent Customer), by posting User IP on Our Sites or through Our Services or otherwise submitting User IP to Us, You grant Us (including Our Affiliates and Partners) Use Rights in and to Your User IP in order to provide the Services subscribed by the Expent Customer that provided You with Your Account access.

All Users who post User IP on our Sites or through Our Services or otherwise submit User IP to Us, grant Us (including Our Affiliates and Partners) Use Rights that We may exploit in the ordinary course of Our business in and to (i) any Feedback You provide to Us, (ii) any Anonymized User IP relating to You, and (iii) any Aggregated User IP related to You.

All intellectual property rights not expressly granted hereunder are expressly reserved to Us.

COPYRIGHT INFRINGEMENT CLAIMS

We respect the intellectual property rights of others and will not tolerate infringing activity on Our Sites or within Our Services.

If You are a copyright owner or agent, and You believe your rights under applicable Copyright laws are being infringed by Us or another person or entity using Our Sites or Services, You may submit to Our Designated Copyright Agent (support@expent.ai) a written notification pursuant to the Digital Millennium Copyright Act ("DMCA") (17 U.S.C. § 512), which includes the following information:

• a physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
• identification of the work or material being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
• Your contact information, including phone number and e-mail address at which You may be contacted;
• Your good faith statement that the use of the work or material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in Your notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of the allegedly infringed copyright.

We reserve the right to seek damages from any person who knowingly, materially submits a DMCA notification claim under this section in violation of the law.

DATA PROTECTION

You and We each agree, in fulfilling each of our respective obligations under these General User Terms, to comply with all applicable data privacy legislation and with the terms of Our Privacy Policy., which describes how We collect, use and safeguard Your personal information to administer Your experience on Our Sites and Services.

REPRESENTATIONS & WARRANTIES

You represent and warrant to the best of Your knowledge: (i) that You have all necessary right, power and authority to enter into these General User Terms and to fulfill Your contractual obligations hereunder; (ii) that the information You upload, post, e-mail, transmit, or otherwise make available to Us or on Our Sites and Services, including without limitation Content and screenshots, is accurate and free of third party encumbrances; (iii) that You have not breached any third party rights, including without limitation: intellectual property, publicity or privacy, consumer protection, tort and product liability rights; (iv) that Your User Content is free from any viruses, including without limitation malware or Trojan horses; and (v) that You otherwise comply with all applicable laws, statutes, ordinances and regulations.

We represent and warrant to the best of Our knowledge that: (i) We have all necessary right, power and authority to enter into these General User Terms and to fulfill our contractual obligations hereunder; and (ii) the provision of the Services does not intentionally breach any third party rights, including without limitation, intellectual property, publicity or privacy, consumer protection, tort and product liability rights.

DISCLAIMER

EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR AS OTHERWISE GOVERNED BY A SEPARATE AGREEMENT BETWEEN US AND YOU WHERE YOU ARE AN EXPENT CUSTOMER: (I) YOUR USE OF OUR SITES AND SERVICES IS AT YOUR OWN RISK; (II) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR SITES AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT OR SYSTEM INTEGRATION; AND (III) WE DO NOT WARRANT THAT OUR SITES OR OUR SERVICES WILL BE SECURE, AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER; THAT ERRORS OR DEFECTS WILL BE CORRECTED; OR THAT THE CONTENT ON OUR SITES AND SERVICES IS ACCURATE OR APPROPRIATE FOR YOU AND YOUR BUSINESS NEEDS.

LIMITATION OF LIABILITY

Except as otherwise provided for in an agreement between Us and You where You are an Expent Customer: (A) We will not be liable for any consequential, special, indirect, exemplary or punitive damages arising out of or in any way related to these General User Terms or Your use of the Sites and Services, including without limitation loss of profits, revenue, interest, goodwill, loss or corruption of data or other interruption of business (whether in contract, tort or under other legal theory), even if advised of the possibility of such damages; and (B) Our aggregate liability to You for direct damages under these General User Terms is limited to $100.

INDEMNIFICATION

Except as otherwise provided for in an agreement between Us and You where You are an Expent Customer, You agree to indemnify, defend and hold harmless Us, our agents, affiliates and employees (collectively, the “Expent Indemnitees”) from and against any and all third party claims, liabilities, losses and expenses (including damage awards, settlement amounts and reasonable attorneys’ fees) arising out of or relating to Your violation of these General User Terms, except to the extent such losses and expenses arise from the negligence or willful misconduct of an Expent Indemnitee.

TERMINATION; SUSPENSION

Termination or Suspension by Us:

We reserve the right in Our sole discretion, without penalty and at any time without notice, to modify or discontinue (temporarily or permanently) Your access to Our Sites and Services, or any part thereof if We believe that You are violating these General User Terms. If You use or attempt to use Our Sites and/or Services for any purpose that contravenes these General User Terms (including without limitation tampering, hacking, data scraping, modifying or otherwise corrupting the security or functionality of Our Sites and Services), You may also be subject to civil and criminal liability. We may in Our sole discretion terminate Your Account, or impose limits on or restrict your access to parts or all of Our Sites and/or Services at any time, without notice or liability.

Termination for Convenience By User:

You may terminate Your Account at any time by sending an email request to [support@expent.ai]. We will endeavor to remove Your Account within 5 (five) business days. While You still may be able to access certain portions our Sites and Services following termination of Your Account, You will no longer have access to the full functionality. Your rights to termination Your Account do not affect any obligation You (or any Expent Customer with which You might be employed or affiliated) may have to Us under any separate commercial or other agreement.

FORCE MAJEURE

Other than Your obligations to pay any fees owed to Us if You are an Expent Customer, neither party will be liable for any failure or delay of performance under these General User Terms resulting from an act of God, or other circumstances beyond its reasonable control, including but not limited to fire, flood, pandemic, civil commotion, riot, war (declared and undeclared), revolution, embargoes, or failure of any third party service provider (each a “Force Majeure Event”), for so long as such Force Majeure Event continues and for such a time thereafter as is commercially reasonable to enable the affected party to resume its performance of the affected obligation.

GOVERNING LAW

These General User Terms are governed by the laws of the State of California, without regard to its conflicts of law provisions. Neither the U.N. Convention of Contracts for the International Sale of Goods nor UCITA will apply. Any dispute arising out of or relating to these General User Terms shall be exclusively brought in the state and federal courts located in San Francisco County, CA. Each party hereby consents to the exclusive jurisdiction and venue of such courts.

WAIVER AND SEVERABILITY

Our failure to act with respect to a breach of these General User Terms will not constitute a waiver and does not waive Our right to act with respect to subsequent or similar breaches. If any of these General User Terms shall be deemed invalid, void, or for any reason unenforceable under applicable law, then that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or provision of these General User Terms.

ENTIRE AGREEMENT

These General User Terms, along with Our Privacy Policy, and any agreement between Us and You where You are an Expent Customer, constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof; and supersede, replace any/or nullify any conflicting or additional terms.

DEFINITIONS

Capitalized terms not otherwise defined in the body of these General User Terms shall have the following meanings:

Account: You will have access to Our Sites and Services through a password protected User account that is either provided by an Expent Customer (by which you may be employed or serving as a contractor) or directly by Us, in each case with access rights authorized by Us to use the applicable Services.

Aggregated User IP: Any User IP that has been compiled or processed in such a way by Us with the User IP of other Users such that the resulting information is presented in a collected manner or made generic such that it is not attributable to You or any specific data subject.

Affiliate: Any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Us.

Anonymized User IP: Any User IP that has been modified or processed in such a way by Us or otherwise exists in its raw form in such a manner that the information is generic and not attributable to You or any specific data subject.

Content: Any content, including but not limited to, Ratings, Reviews, photos, videos, images, comments, text, documents, annotations, notes, Feedback and other written or electronic works of authorship.

Expent Customer: An individual or entity who has entered into an agreement with Expent by either (a) subscribing for the Services, (b) subscribing to a free trial, or (c) participating in an evaluation or Beta test of our products or Services.

Feedback: Written or oral ideas for improvement, suggestions or other feedback You provide relating to Our Sites and Services.

Integrated Services: Any software or service license to or subscribed to by an Expent Customer, to which such Expent Customer provides us with access in order to provide Our Services. For example, an Expent Customer may provide us with a password or other access to its enterprise business applications including but not limited to Identity Management service provider in order to allow us to monitor Your use and other Metrics relating to Your use of Vendors connected to or through the Integrated Service.

Metrics: Any data and other information regarding (a) access to and use of any Sites and Services (including Your access and use of the Services), and (b) access to and use of Integrated Services. Metrics includes information regarding usage of features, functions, storage and indexes and information regarding usage, volume, type, storage and processing of Your User Content (but not Your User Content itself). If Metrics includes any personal information, treatment of such personal information will be pursuant to our Privacy Policy.

Our Content: All Sites and Services, tools, templates and related proprietary materials developed and owned by Us and Our Affiliates, including without limitation, Content that we generate/infer, Third-Party Content that we license or own, and Metrics.

Partner: Any external, third party website under contract with us to enhance or enable our Sites and Services.

Product Listings: High level descriptions of a Vendor’s products or services (including but not limited to Vendor name & logo, product name & description, screenshots) created by us or the applicable Vendor and featured in Our online directories.

Ratings: Any portion of a User Review that uses a scaled score value to indicate an opinion about a Vendor’s product and/or service.

Review: Any User-submitted Content conveying an opinion about a Vendor’s product and/or service that may contain both quantitative ratings as well as qualitative text.

Services: Collectively includes, without limitation, all of our proprietary products and services, including applications, tools and programs, which are accessible via our Sites or otherwise, for Users, Expent Customers, and certain Vendors.

Sites or Websites: Any property (website or landing page) owned or licensed by Us, Our Affiliates, Partners or authorized Third Party to provide the Services hereunder.

Third Party: Any third party with which we cooperate to deploy the Services or provide Content for the Services, including without limitation: Partners, service providers and Affiliates.

Third-Party Content: Any Content provided to Us by a Third Party to deploy or otherwise enhance our Services.

User: An authorized user of our Sites and Services who: (i) is an Expent Customer; (ii) has received an Account at the request of an Expent Customer; or (iii) has otherwise been granted access and use rights to an Account by Us.

User Content: Any information, including without limitation User Reviews and related content and materials, which is submitted to our Sites or via our Services by a User.

Vendor: A software or SaaS vendor that is listed on our Sites.

Vendor Content: Information provided to us by a Vendor in connection with Our Services, including without limitation: information and updates to its Product Listings, landing pages, infographics, reports, blog posts and other documentation.

Last Updated: January 24, 2021