ACCEPTANCE OF TERMS

Quantified Communications, Inc. (“Quantified” or “we”) provides a technology-enabled product, including the software offering branded as “Quantified,” “Quantified.ai” and the website at https://www.quantified.ai/ as well as other related subdomains, software, content, services and/or platforms, including all versions and upgrades thereto (collectively, the “Platform”). Your access to and use of the Platform is subject to and governed by the terms and conditions in these Application Terms of Use (“Terms”) and is conditioned upon your compliance with, all usage guidelines posted or otherwise made available by Quantified. Quantified may, at its discretion, update these Terms and other usage guidelines at any time, and depending on where you reside, we may require your further consent to any updates to these Terms. You can access and review the most current version of these Terms at the URL for this page, by clicking on the “Application Terms of Use” link within the Platform or as otherwise made available by Quantified.

PLEASE REVIEW THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

THESE TERMS REQUIRE FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE PLATFORM, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS. YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

By using the Platform and, therefore, agreeing to these Terms, you represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the capacity and authority to agree to and abide by these Terms; and (c) are not a person barred from using the Platform under the laws of any applicable jurisdiction. THE PLATFORM IS NOT INTENDED FOR USERS UNDER THE AGE OF 18 OR THE LOWEST AGE PERMITTED BY APPLICABLE LAW, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA TO OR USING ANY ASPECT OF THE PLATFORM, AND BY TAKING SUCH ACTIONS, YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER OR NO YOUNGER THAN THE LOWEST AGE PERMITTED BY APPLICABLE LAW.

USE OF THE PLATFORM

• License to the Platform. Subject to and conditioned on your compliance with these Terms, Quantified hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Platform to: (i) access and use the Platform, solely for its intended purpose; and (ii) use the reports, analytics and other data generated by the Platform in connection with evaluating and analyzing the Interactions (the “Results”) for internal educational, training, and analytics purposes.

• Data. “Data” includes all information, data, text, documents, and other materials accessible or provided, either directly or indirectly, through the Platform. “User Data” includes all Data you provide, submit, upload, email, transmit, or otherwise make available through the Platform or to Quantified, either directly or indirectly.

• Interactions. In connection with some of the services offered through the Platform, the Platform may transcribe and/or analyze the written, audial and visual elements, including text, language, voice, facial expressions, physical gestures, visual aids and video content, of your interactions with the Platform (“Interactions”). If you do not consent to being analyzed for Results, you can choose to leave the Application. By using the Platform and consenting to being analyzed, you authorized Quantified to store, use, and analyze the Communications as further set forth in the Privacy Policy. For clarity, certain User Data and Interaction data may include personal data as defined under applicable data protection laws, which Quantified will process solely in accordance with the Privacy Policy.

• Responsibility for Data.

  1. All Data is the sole responsibility of the party from whom such Data originated. You acknowledge and agree that: (A) the Platform may provide access to or rely on Data from third parties (including from Third-Party Providers (as defined below)); and (B) you, and not Quantified, are entirely responsible for all User Data and Communications (if any) that you provide, submit, upload, email, transmit, or otherwise make available through the Platform or to Quantified, either directly or indirectly,  including ensuring the accuracy, completeness, and integrity of the User Data and Communications.

  2. You further hereby represent and warrant: (A) that you have and have obtained all necessary rights and licenses necessary to provide, submit, upload, email, transmit, or otherwise make available all User Data and Communications for Quantified to exercise its rights granted and fulfill its obligations set forth herein, including as necessary for Quantified to process any User Data and Communication in accordance with this Agreement, including for processing by AI (as defined below); and (B) that your submission of User Data to Quantified will not violate this Agreement, any Quantified usage guidelines or other policies, or any laws applicable to such User Data, including intellectual property laws and any privacy or data protection laws governing any personal or sensitive information.

• Accounts. To access and use the Platform, you must create a user account (an “Account”). Quantified may request further information from you, including personally identifiable information, in order to authenticate your Account. You may not share access to your Account with anyone. You are fully responsible for all activities that occur through your Account, even if such activities were not authorized by you. You agree to notify Quantified immediately of any unauthorized use of your Account or any other breach of security.

PRIVACY POLICY

• Privacy Policy. In addition to these Terms, the Quantified Privacy Policy, available at https://www.quantified.ai/quantified-communications-inc-privacy-policy (“Privacy Policy”), applies to how Quantified may process information provided as part of the Platform. By using the Platform, you signify your acceptance of and agreement to the Privacy Policy. As applicable, you acknowledge and agree that by accessing or using the Platform, Quantified may receive certain information about you, including personal data, as set forth in the Privacy Policy, and Quantified may collect, use, disclose, store, transfer and process such personal data in accordance with such Privacy Policy, which may be amended from time to time as set forth therein.

PROPRIETARY RIGHTS

• License to Data You Upload. You hereby grant Quantified and its service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable license to use, reproduce, modify, adapt, and process the content and User Data you provide, solely to the extent necessary to operate, maintain, and improve the Platform and as otherwise permitted under the Privacy Policy. Quantified will not use User Data to identify you or any individual except as required to provide the Platform or comply with law.

• Ownership of the Platform. The Platform provided to you hereunder or any product or service available to you through the Platform is licensed, not sold or assigned, and Quantified retains and reserves all rights not expressly granted in these Terms. You acknowledge and agree that, as between you and Quantified, Quantified and its licensors own all right, title, and interest (including all intellectual property rights) in the Platform and all Data, excluding Provided Data. The Platform is protected by U.S. and international copyright and other intellectual property laws and treaties.

• Input and Output. Excluding any User Data, Quantified and its licensors shall own all right, title, and interest in and to all other text, video, recordings, content, data, and information submitted to the Platform and all output from the Platform, including Interactions and Results (“Output”). You may use the Output generated from your Interactions for your internal purposes, subject to these Terms. You acknowledge that Output may not be unique and similar Output may be generated for others. Quantified retains all rights in and to the Platform, its underlying technology, and generative processes, and no ownership in the underlying models, algorithms, or source code is transferred to you.

• Aggregated Data. Notwithstanding anything to the contrary, Quantified may collect and analyze data relating to the provision, use, and performance of the Platform, including information concerning User Data, Interactions, and Results (“Aggregated Data”). Quantified may use Aggregated Data to improve and enhance the Platform and disclose such Aggregated Data only in de-identified form that does not include personal data or identify any individual. Quantified shall own all right, title, and interest in and to the Aggregated Data.

• Trademarks. Except as expressly authorized herein, you may not use “Quantified,” “Quantified.ai” or any of Quantified’s names, brands, trademarks, service marks or logos that Quantified makes available on the Platform (“Marks”). Quantified claims trademark protection over all such Marks. You will not remove or alter the Marks or any proprietary notices on or within the Platform. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Quantified. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use will inure to Quantified’s benefit.

USER CONDUCT AND RESTRICTIONS

• Prohibited Conduct. In your use of the Platform, you will not:

  1. use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made use, sublicense, sell, lease, rent, assign, pledge, transfer or otherwise grant rights to the Platform, except as expressly permitted under these Terms;

  2. reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, source code, architectural framework or data records within or associated with the Platform;

  3. interfere with or disrupt the integrity or performance of the Platform, including by disrupting the ability of any other person to use or enjoy the Platform;

  4. provide use of the Platform on a service bureau, rental, or managed services basis, provide, or permit other individuals or entities to create Internet “links” to the Platform or “frame” or “mirror” the Platform on any other server, or wireless or Internet-based device;

  5. access the Platform for the purpose of developing, marketing, selling, or distributing any product or service that competes with or includes features substantially similar to the Platform;

  6. violate any applicable local, state, provincial, federal or international law or regulation, or use the Platform for any illegal, unauthorized, or otherwise improper purposes, including to store or transmit malicious code or to store or transmit material in violation of third-party privacy rights;

  7. remove or obscure any proprietary notice that appears within the Platform;

  8. impersonate any person or entity, including Quantified personnel, or falsely state or otherwise misrepresent your affiliation with Quantified, or any other entity or person;

  9. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Platform;

  10. take any action that imposes an unreasonable or disproportionately heavy load on the Platform or its infrastructure;

  11. use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Platform;

  12. automatically or programmatically extract data; or

  13. download, reproduce, or archive any substantial portion of the Platform.

• Prohibited Content. You will not submit, upload, email, transmit, post, store or otherwise make available any Data that:

  1. is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, hateful, discriminatory, libelous, invasive of another’s privacy, hateful or otherwise objectionable;

  2. may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);

  3. infringes, misappropriates, or otherwise violates any patent, trademark, trade secret, copyright or other proprietary right of any person;

  4. violates any person’s privacy, likeness, publicity, personality or similar rights;

  5. consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation;

  6. contains software viruses or any other code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware; or

  7. consists of information that you know or have reason to know is false or inaccurate.

• Enforcement. Quantified shall have sole discretion and control over: (i) moderating and removing any Data; and (ii) determining whether any Data violates these Terms or any guidelines set forth by Quantified or otherwise. Quantified’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of these Terms by Quantified and does not create a private right of action for any other party.

FEEDBACK

If you elect to provide or make available to Quantified any suggestions, comments, ideas, improvements or other feedback relating to the Platform as provided through the Platform or otherwise (“Feedback”), Quantified shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made use, sublicense, sell, lease, rent, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.

DEALINGS WITH THIRD PARTIES

• Third-Party Providers. The Platform may contain links or connections to other platforms, websites, products, services or content (“Third-Party Sites”) owned, hosted or licensed by a third party (each, a “Third-Party Provider”). Quantified does not endorse, sanction or verify the accuracy or ownership of the information contained in/on any Third-Party Site or any products or services advertised on Third-Party Sites. If you decide to leave the Platform and navigate to Third-Party Sites or link to any products or software, install any software or download content from any such Third-Party Sites, you do so at your own risk. Once you access a Third-Party Site through a link in the Platform, you may no longer be protected by this Agreement, and you may be subject to the terms and conditions or privacy policy of such Third-Party Site. You acknowledge that any terms and conditions governing your use of such Third-Party Sites are solely between you and the applicable Third-Party Provider and that Quantified is not a party to any agreement between you and any Third-Party Provider. You should review the applicable policies, including privacy and data gathering practices, of any Third-Party Site to which you navigate from the Platform, or relating to any software you use or install from a Third-Party Site. Concerns regarding a Third-Party Site, including with respect to its privacy and data security practices, should be directed to the Third-Party Site itself. Quantified bears no responsibility for any action associated with any Third-Party Site. Quantified reserves the right to change, at any time with or without notice to Customer, which Third-Party Sites, if any, that the Platform uses or is linked to.

• AI. YOU ACKNOWLEDGE THAT QUANTIFIED USES AI, INCLUDING DATA CREATED BY THIRD-PARTY AI, AND PROVIDES CERTAIN AI FUNCTIONALITIES THAT INFORM THE OUTPUTS. Quantified reserves the right to change, at any time with or without notice to you, which third-party AI, if any, the Platform uses or is linked to, including any general AI models or model providers.

• AI Ethics and Use Limitation. You agree not to use the Platform or any Output to make automated decisions that produce legal or similarly significant effects on individuals, including decisions relating to employment, credit, insurance, housing, or healthcare. You further agree not to use the Platform in any manner that violates applicable AI or data protection laws.

• Employment Use Disclaimer. The Platform is not designed or intended to serve as an employment screening or decision-making tool. If you or your organization use the Platform in connection with evaluating job candidates, you acknowledge and agree that: (a) Quantified does not make, and you are solely responsible for making, any employment, hiring, or other legally significant decisions; (b) you are solely responsible for ensuring compliance with all applicable employment, labor, and anti-discrimination laws, including those governing automated decision-making and the use of AI in hiring; (c) all Outputs are informational only and must be reviewed by a qualified human decision-maker before any employment-related action is taken; and (d) Quantified disclaims all liability arising from or related to any employment or hiring decisions made in whole or in part based on use of the Platform.

SUSPENSION AND TERMINATION

• Termination or Suspension for Cause. If you violate these Terms, Quantified may, with or without notice to you, immediately suspend, or terminate your access to and use of the Platform.

• Right to Modify the Platform. Quantified reserves the right at any time to modify, suspend, or discontinue the Platform (or any portion thereof) with or without notice, and Quantified shall not be liable to you or any third party for any such modification or discontinuance.

• Effect of Termination; Survival. Upon termination of these Terms for any reason: (i) Quantified, in its sole discretion, may remove and discard Data and other information; (ii) you will immediately cease your use of the Platform; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of these Terms shall survive such expiration or termination. Further, you agree that Quantified shall not be liable to you or any third party for any termination of your Account or access to the Platform.

INDEMNIFICATION

You shall indemnify and hold Quantified and its affiliates, and each of their officers, directors, members, managers, employees, agents, partners and licensors harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any third-party claim, demand, or action due to: (i) Provided Data; (ii) your violation of these Terms, any law or regulation, or any rights (including intellectual property or privacy rights) of another party; or (iii) your use of the Platform, except as expressly permitted in these Terms. Without limiting the foregoing, you agree to indemnify, defend, and hold harmless Quantified and its affiliates from and against any and all claims, damages, or liabilities arising from your use of the Platform for employment, hiring, or candidate evaluation purposes, including any claims alleging bias, discrimination, or violation of applicable employment or data protection laws.

DISCLAIMER OF WARRANTIES

• General Disclaimer. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUANTIFIED EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

• No Implied Representations and Warranties. QUANTIFIED MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) DATA THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.

• Non-Reliance. AI is rapidly evolving fields of study. Quantified is constantly working to improve the Platform to make it more accurate, reliable, safe, and beneficial. Given the probabilistic nature of AI, use of the Platform may, in some situations, result in Output that does not accurately reflect real people, places, or facts. When you use the Platform, you understand and agree that: (i) Outputs may not always be accurate, and you should not rely on Outputs from the Platform as a sole source of truth or factual information or as a substitute for professional advice; (ii) you must evaluate Outputs for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Outputs from the Platform; (iii) you must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment (including hiring, promotion, or termination), housing, insurance, legal, medical, or other important decisions about them; (iv) the Platform may provide incomplete, incorrect, or offensive Outputs that do not represent Quantified’s views; and (v) Outputs may not be unique, and other users may receive similar output from the Platform. If an Output references any third-party products or services, including any Third-Party Sites, it does not mean the third party is affiliated with Quantified or that Quantified endorses such third party. ALL DATA AND OUTPUTS MADE AVAILABLE THROUGH THE PLATFORM ARE MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL DATA AND OUTPUTS BEFORE TAKING OR OMITTING ANY ACTION. YOU SHOULD NOT RELY ON THE PLATFORM AND YOU SHOULD NOT USE THE PLATFORM FOR ADVICE OF ANY KIND.

• Disclaimer Limitation. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THESE TERMS (UNLESS SUCH LAW PROVIDES OTHERWISE).

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, QUANTIFIED SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF QUANTIFIED HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. EXCEPT AS SET FORTH IN SECTION 12(b), IN NO EVENT SHALL QUANTIFIED’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM EXCEED THE GREATER OF (A) ONE THOUSAND DOLLARS ($1,000) OR (B) THE AMOUNT PAID BY YOU (OR YOUR ORGANIZATION) TO QUANTIFIED FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

BETA SERVICES

• Beta Services Disclaimer. ALL SERVICES LABELED ALPHA, BETA, PRE-RELEASE, TRIAL, PREVIEW OR SIMILARLY (“BETA SERVICES”) ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS, AND YOUR USE OF SUCH BETA SERVICES IS AT ITS SOLE RISK AND QUANTIFIED DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS OF ANY KIND. Quantified has no obligations in connection with or in the course of providing the Beta Services. Any expectations and estimates regarding Beta Services are based on factors currently known and actual events or results could differ materially. Quantified does not assume any obligation to update any Beta Services. In addition, any information about Quantified’s roadmap outlines Quantified’s general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into these Terms or any contract or other commitment. Quantified undertakes no obligation either to develop the features or functionality provided in the Beta Services, or to include any such feature or functionality in a future release of the Platform. You expressly acknowledge that the Beta Services have not been fully tested and may contain defects or deficiencies which may not be corrected by Quantified. The Beta Services may undergo significant changes prior to release of the corresponding generally available final version.

• Beta Services Liability Waiver. NOTWITHSTANDING SECTION 10(d) WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, QUANTIFIED’S LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS SHALL BE LIMITED TO THE SUM OF ONE HUNDRED DOLLARS ($100) FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE BETA SERVICES.

GOVERNING LAW

These Terms shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws, and the laws of the State of Texas, without regard to conflict of laws principles. You agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms, regardless of where you reside.

binding arbitration and class action waiver

• Binding Arbitration. If you reside in the United States, ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THESE TERMS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $20,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. If you reside outside the United States, mandatory arbitration provisions shall not apply, and you may bring claims in your local jurisdiction.

• Arbitration Procedure. The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Travis County, Texas, or if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

• Class Action Waiver. YOU AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN TRAVIS COUNTY, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

• Injunctive Relief. Notwithstanding anything to the contrary, either party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 14.

• Effect of Changes. If Quantified implements any material change to this Section 14, such change shall not apply to any claim for which you provided written notice to Quantified before the implementation of the change.

Legal Compliance

You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including U.S. export laws and import and use laws of the country where the Platform is delivered or used and that you are not: (a) located in a country that is subject to a U.S. government embargo, or designated by the U.S. government as a “terrorist supporting” country; and (b) listed on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals List.

California Users & Residents

In accordance with California Civil Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

GENERAL PROVISIONS

These Terms constitute the entire agreement between you and Quantified concerning your access to and use of the Platform and supersede all prior and contemporaneous oral or written negotiations and agreements between you and Quantified with respect to such subject matter. In the event of any conflict between or among these Terms and any other agreement, privacy policy, or usage guidelines to which these Terms refer, the terms and conditions of these Terms shall take precedence and govern. These Terms may not be amended by you except in a writing executed by you and an authorized representative of Quantified. You hereby consent and authorize Quantified to contact and communicate with you through electronic means, including through email. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. For the purposes of these Terms, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” and the word “or” shall not be exclusive. You may not assign or delegate any right or obligation under these Terms without the prior written consent of Quantified. The failure of Quantified to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of these Terms. Any prevention of or delay in performance by Quantified hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.