Enterprise Profile Agreement

This Enterprise Profile Agreement (this "Agreement") is entered into by and between ContractPal, Inc., a Delaware corporation, referred to in this Agreement as "ContractPal" "us" or "we," and an individual (referred to in this Agreement as "You" or "Your") who has been invited by an enterprise on the ContractPal service to use the service on behalf of that enterprise. By accessing and/or using an enterprise account on the Service, You agree to be bound by the terms and conditions of this Agreement.

1. Scope & Nature. This Agreement relates to and governs Your use of the ContractPal service on behalf of an enterprise that is using the ContractPal service. ContractPal is an on-demand enforceable transaction platform or cloud ("Service"), that supports the development, deployment, execution and management of, among other things, electronic contracts. This Agreement does not govern use of the Service by users acting in their own capacities as individuals in using the Service.

2. Contact Information. In using the Service, You will be required or encouraged to provide us with certain contact information. You agree to allow us to use this contact information to provide the Service to You, to obtain Your feedback on the Service, and to otherwise provide You with support in using the Service.

3. License Grant & Restrictions. Under this Agreement, ContractPal hereby grants You a non-exclusive, non-transferable, right to use the Service, solely for the business purposes of the enterprises by which You are invited. All rights not expressly granted to You under this Agreement and any other agreements between You and ContractPal are reserved by ContractPal and its licensors. You may not access the Service if You are a direct competitor of ContractPal, except with ContractPal's prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You agree not to (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content in any way; (ii) modify or make derivative works based upon the Service or the content; (iii) create Internet "links" to the Service (other than for deployed and licensed Pals) or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for Your internal business purposes and agree not to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data maintained by the Service; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) use the Service for any unlawful purpose, including the promotion of sexual exploitation and pornography.

4. Privacy & Security. ContractPal's privacy policy may be viewed at legal.contractpal.com/privacy.html. ContractPal reserves the right to modify its privacy policy in its reasonable discretion from time to time. You may cancel Your subscription at any time if You do not agreement with ContractPal's privacy policy. Because the Service is a hosted, online application, occasionally ContractPal may need to notify all users of the Service of important announcements regarding operation of the Service. In addition, You agree that ContractPal may disclose the fact that You are a Customer of the Service.

5. Anti Bribery & Corruption. We comply with all anti-corruption laws. We at ContractPal do not directly or indirectly, promise, authorise, ratify or offer to make or make any “payments” of “anything of value” to any individual (or at the request of any individual) including a “government official” for the improper purpose of influencing or inducing or as a reward for any act, omission or decision to secure an improper advantage or to improperly assist in obtaining or retaining business. “Anything of Value” is defined as, but not limited to, cash payments, cash equivalents, gifts, services, employment offers, loans, travel, meals and entertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honoraria, provision of any other asset, even if nominal in value. A “Government Official” is defined as any officer or employee or person acting on behalf of a government department or agency (including health or reimbursement authorities), any officer or employee of a company or business owned in whole or part by a government or government agency any officer or employee of a government international organization.

6. Your Responsibilities. You, and not ContractPal, have all responsibility for the work that You do for enterprises on the ContractPal cloud. In discharging that responsibility, You agree to exercise reasonable care to assure compliance by those enterprises and their users with all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You agree to: (i) notify ContractPal immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ContractPal immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You; and (iii) not impersonate another ContractPal user or provide false identity information to gain access to or use of the Service.

7. Account Information & Data. The enterprises that invite You to join them on ContractPal own any data, information or material that You submit to the Service in the course of using the Service on behalf of them ("Enterprise Data"). You and those enterprises, not ContractPal, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Enterprise Data, and ContractPal shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Enterprise Data. In the event this Agreement is terminated, Your right to access or use Enterprise Data immediately ceases.

8. Intellectual Property Ownership. ContractPal alone (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual property rights, in and to ContractPal's technology, content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, ContractPal's technology or the Intellectual property rights owned by ContractPal. The ContractPal name, the ContractPal logo and logotype and the product names associated with the Service are trademarks or service marks of ContractPal or its third party licensors, and no right or license is granted to use them.

9. Third Party Content & Services. During use of the Service, You may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors make their goods and/or services available through or in connection with the Service. Any interactions with third parties, and any terms, conditions, warranties or representations associated with these interactions, is solely between You and the applicable third-party. ContractPal and its licensors shall have no liability, obligation or responsibility for any third party interactions, correspondence, purchases or promotions. ContractPal does not endorse any sites on the Internet that are linked through the Service. ContractPal may provide these links to You only as a matter of convenience, and in no event shall ContractPal or its licensors be responsible for any content, products, or other materials on or available from such sites.

10. Termination. This Agreement commences on the date You use the Service on behalf of an enterprise. The term of this Agreement is indefinite, subject to termination as described below.

11. Termination for Cause. Any breach of Your obligations or unauthorized use of the Service will be deemed a material breach of this Agreement. ContractPal, in its sole discretion, may disable Your personal and enterprise profiles or use of the Service if You breach or otherwise fail to comply with this Agreement.

12. Representations & Warranties. CONTRACTPAL AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT TO YOU. CONTRACTPAL AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CONTRACTPAL AND ITS LICENSORS. CONTRACTPAL'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CONTRACTPAL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

THE FOREGOING SHOULD NOT BE CONSTRUED TO MEAN THAT WE TAKE LIGHTLY OUR BUSINESS AND THE BUSINESS OF OUR CUSTOMERS, AND THE DATA OF OUR CUSTOMERS AND THEIR CUSTOMERS. WE AGRESSIVELY DEVELOP, TEST AND DEPLOY THE SERVICE IN A MANNER TO COMPLY WITH ALL APPLICABLE LEGAL REQUIREMENTS AND BEST INDUSTRY PRACTICES.

13. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to You.

15. Local Laws and Export Control. The Service uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000 ContractPal and its licensors make no representation that the Service is appropriate or available for use in other locations. If You use the Service from outside the United States of America, Switzerland and/or the European Union, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

16. Mutual Indemnification. You agree to indemnify and hold ContractPal, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim, which if true, would constitute a violation by You of Your representations and warranties; or (ii) a claim arising from the breach by You of this Agreement, provided in any such case that ContractPal (a) gives written notice of the claim promptly to You; (b) gives You sole control of the defense and settlement of the claim (provided that You may not settle or defend any claim unless You unconditionally release ContractPal of all liability and such settlement does not affect ContractPal's business or Service); (c) provides to You all available information and assistance; and (d) has not compromised or settled such claim. ContractPal shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the effective date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by ContractPal of its representations or warranties; or (iii) a claim arising from breach of this Agreement by ContractPal; provided that You (a) promptly give written notice of the claim to ContractPal; (b) give ContractPal sole control of the defense and settlement of the claim (provided that ContractPal may not settle or defend any claim unless it unconditionally releases You of all liability); (c) provide to ContractPal all available information and assistance; and (d) have not compromised or settled such claim. ContractPal shall have no indemnification obligation, and You shall indemnify ContractPal pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Your products, service, hardware or business process(s).

17. Confidentiality. The content and methods of operation of the Service are Confidential Information and provided to You solely base upon Your agreement to maintain them confidential. You agree not disclose the content and methods of operation of the Service to any third party without the prior written authorization of ContractPal. You agree to maintain the confidentiality of the Service with at least the same degree of care that You use to protect Your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. You will not be liable for the disclosure of any Confidential Information that is: (a) in the public domain other than by a breach of this Agreement on Your part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to You without any limitation on use or disclosure prior to its receipt from ContractPal; or (d) independently developed by You; or (e) generally made available to third parties by ContractPal without restriction on disclosure.

18. Modification. ContractPal reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon providing the ContractPal enterprises for which you work on ContractPal with notice by email.

19. Assignment & Change in Control. This Agreement is personal to You and may not be assigned by You. ContractPal may assign this Agreement without Your consent.

20. General. This Agreement shall be governed by Utah law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Utah County, Utah. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and ContractPal as a result of this agreement or use of the Service. The failure of ContractPal to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ContractPal in writing. This Agreement comprises the entire agreement between You and ContractPal and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.