Subscriber Terms of Use

Introduction

These Subscriber Terms of Use (“Terms”) govern the access to and use of the Pietential Platform and Pietential Services.

Please read the binding arbitration Section and class action waiver in Section 15.11. It affects how disputes are resolved.

By (1) clicking a box indicating acceptance of these Terms or (2) using the Pietential Platform or any Pietential Services, or (3) consenting to an Order Form that references these Terms, the Subscriber agrees and become a party to these Terms. If the individual accepting these Terms is accepting on behalf of a company or other legal entity (each, a “Company Subscriber,” as defined herein), such individual represents that they have the authority to bind the Company Subscriber identified in the registration process (and its affiliates) to these Terms, in which case the term “Subscriber” refers to the Company Subscriber and its affiliates, as defined herein. If the individual accepting these Terms does not have such authority, or does not agree with these Terms, such individual must notaccept these Terms and may not access or use the Pietential Platform or any Pietential Services.

Pietential’s direct competitors are prohibited from accessing or using the Pietential Platform or Pietential Services, except with Pietential’s prior written consent. In addition, the Pietential Platform or Pientatial Services may not be accessed for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.

These Terms include the introduction above, plus; (a) the Definitions in Exhibit Abelow; (b) the General Terms and Conditions in Exhibit Bbelow; (c) the then-current Website Terms of Use; (d) the Data Protection Addendum (“DPA”), as applicable, available via the Pietential Platform; (e) any and all Order Forms; (f) any applicable Additional Terms; and (g) information contained in a URL or policy referenced in any of the foregoing. These Terms were last updated on July 26, 2022.

Exhibit A – Definitions

“Acceptable Use Policy” means Pietential’s then-current conditions for remote access to any Pietential asset, including the Pietential website and the Pietential Platform website platform.

“Additional Terms” has the meaning provided in Section 15.15.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Aggregate Data” has a meaning provided in Section 6.3.

“Claim Against Pietential” has the meaning provided in Section 12.

“Confidential Information” has the meaning provided in Section 9.1.

“Disclosing Party” has the meaning provided in Section 9.1.

“Dispute” has the meaning provided in Section 15.11.1.

“Fees” has a meaning provided in Section 8.1.

“IP Dispute” has the meaning provided in Section 15.11.6.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“MyMazlow” means an AI-powered interactive tool offered within the Platform that enables Users to engage in wellbeing-related discussions and receive automated responses and suggestions.

“Order Form” means any printed or electronic ordering or registration document or page, including, in either case, any addenda and supplements thereto, which cross-references and is subject to these Terms. By entering into an Order Form, you and your Affiliates agree to be bound by these Terms as if each were an original party to these Terms.

“Pietential” means Pietential LLC and/or its Affiliates, as identified in the relevant Order Form.

“Pietential Services” means the content and information created, and those services, tools or functionalities offered, by Pietential, its Affiliates, or their respective licensors that are made available to you on or through the Pietential Platform, and all associated features and dashboards.

“Pietential Platform” means the website(s) , mobile application(s) and social media channels owned and operated by Pietential and/or its Affiliate(s) at which, among other things, Subscribers and Users can visualize and analyze where Users stand regarding the core issues that are central to what it is to be human: physiological needs, safety needs, love and belonging, esteem, and self-actualization, in an effort to help set and realize goals and individual growth potential, or view user general wellbeing on an individual or population basis..

“Receiving Party” has the meaning provided in Section 9.1.

“Requirements” has the meaning provided in Section 15.11.4.

“Service Providers” means third-party vendors engaged by Pietential to provide infrastructure, analytics, AI processing, hosting, or other technical services in support of the Platform.

“Subscriber” means, in the case of an individual accepting these Terms on their own behalf, such individual, or, in the case of an individual accepting these Terms on behalf of a company or other legal entity, the Company Subscriber for which such individual is accepting these Terms and the Affiliates of that Company Subscriber (for so long as they remain Affiliates).

“Subscriber Conten t” means any content, data, information, or other materials which Subscriber or its Users provide, embed, or post, or otherwise make available or generate on the Pietential Platform, through features on the Pietential Platform that either now or in the future allow Subscribers or Users to provide, embed, or post such content, data, information, or materials.

“Subscription Level” means the level of Pietential Services to which you are then subscribed, based either on the subscription level to which you subscribed during the registration process or thereafter.

“Subscription Term” has a meaning provided in section 7.2.

“Taxes” has a meaning provided in Section 8.6.

“Terms” has a meaning provided in the Introduction.

“Updated Terms” has a meaning provided in Section 15.15.

“User” means an individual Subscriber, or an individual who you, as a Company Subscriber, authorize to use your Pietential Platform account, and to whom you (or, when applicable, Pietential at your request) have supplied a user identification and password. Users may (a) include your employees, consultants, contractors and agents, and third parties with which you transact business, each of whom is acting solely on or for your behalf, and with your express permission, and (b) be limited by Subscription Level.

Exhibit B –General Terms And Conditions

1. Definitions. Terms defined either in Exhibit A, or in the context in which they first appear in these Terms (including any Order Form), will have the indicated meaning throughout these Terms and all attached documents. Unless otherwise indicated, all Section references in these Terms are to sections in these General Terms and Conditions.2. Provision of Pietential Services. Until expiration or termination of the Subscription Term, Pietential grants Subscriber a limited, revocable, worldwide, non-exclusive, non-transferable, non-assignable (except as expressly stated herein) license during the Subscription Term for Subscriber to access and use (if you are an individual subscriber) and/ or for Subscriber to allow its Users to access and use (if you are a Company Subscriber) those functionalities of the Pietential Platform and Pietential Services which are consistent with the Subscription Level, solely for Subscriber’s personal purposes (if you are an individual subscriber) or internal business purposes (if you are a Company Subscriber). Subscriber’s right to access and use the Pietential Platform and Pietential Services is (a) subject to the Subscription Level and Subscriber’s compliance with these Terms, including the timely payment of all applicable Fees, (b) not contingent on the delivery of any future functionality or features, and (c) not dependent on any oral or written comments made by Pietential regarding future functionality or features.

3. Use of Pietential Platform and Pietential Services.

3.1. Subscriber Responsibilities. Subscriber will (a) be responsible for its own (and for Company Subscribers, each User’s) compliance with these Terms, (b) be solely responsible for the accuracy, quality, integrity, and legality of Subscriber Content, the means by which the Subscriber or the Users acquired Subscriber Content and rights to use Subscriber Content (c) use commercially reasonable efforts to prevent unauthorized access to or use of any Pietential Platform account, and notify Pietential promptly of any such unauthorized access or use, (d) access and use, and cause Users (if applicable) to access and use, the Pietential Platform and Pietential Services only in accordance with these Terms and applicable laws and government regulations, including those related to privacy, electronic communications, and anti-spam.

3.2. No Modifications. NeitherSubscriber nor any Users may in any way: (a) modify, change, alter, or create derivatives works based upon the Pietential Platform or Pietential Services; or (b) use the Pietential Platform or any Pietential Services for any purpose that (i) violates applicable law or regulation or (ii) is not expressly authorized under these Terms.

3.3. Usage Limits; Custom Integration. The Pietential Platform and Pietential Services may be subject to usage limits. If a Subscriber or its Users exceed a contractual usage limit, Pietential may work with the Subscriber to seek to reduce the usage so that it conforms to that limit. If, notwithstanding Pietential’s efforts, Subscriber is unable or unwilling to abide by a usage limit, Subscriber will pay any invoice for excess usage in accordance with the “Fees and Payment” section below. For Subscribers selecting the Pietential ^TM ENTERPRISE SOLUTIONS Subscription Level, upon request, Pietential will make available Subscriber Content for a one-way integration with other software solutions and third-party platforms where Subscriber may desire to import and view Subscriber Content. Any such integration services are beyond the scope of the Pietential Services under this Agreement and will be subject to a separate agreement between Subscriber and Pietential or a third-party service provider. Subscriber agrees to indemnify, defend and hold Pietential and its Affiliates harmless from and against any and all uses and integration of Subscriber Content on any third-party platform , solution or in conjunction with any third party solutions or integrations provider .

3.4. Usage Restrictions. Subscriber will not, and will not permit Users to (a) make the Pietential Platform or any Pietential Services, or any portion thereof, available to anyone other than the Subscriber or the Users, or use the Pietential Platform or Pietential Services for the benefit of anyone other than the Subscriber, (b) sell, resell, license, sublicense, distribute, make available, rent, or lease the Pietential Platform or any Pietential Services, or any portion thereof, (c) use the Pietential Platform or any Pietential Services to disseminate, store, or transmit infringing, libelous, or otherwise unlawful or tortious material, or to disseminate, store, or transmit material in violation of third-party intellectual property or privacy rights, (d) use the Pietential Platform or any Pietential Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Pietential Platform or any Pietential Services, (f) attempt to gain unauthorized access to the Pietential Platform or its related systems or networks, (g) permit direct or indirect access to or use of the Pietential Platform or any Pietential Services in a way that circumvents any provision of these Terms, or use the Pietential Platform or any Pietential Services to access or use any of Pietential’s intellectual property (except as expressly permitted under these Terms), (h) modify, copy, or create derivative works based on the Pietential Platform or any Pietential Services or any part, feature, function, or dashboard thereof, (i) copy the Pietential Platform or any Pietential Services or any portion thereof, (j) frame or mirror any part of the Pietential Platform or any Pietential Services other than framing on Subscriber’s own intranets for Subscriber’s own personal or internal business purposes as expressly granted in Section 2, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Pietential Platform or any Pietential Services or access to them, (l) build a competitive product or service, (m) build a product or service using similar ideas, content, features, functions or graphics of the Pietential Platform or any Pietential Services, or (n) copy any ideas, content, features, functions or graphics of the Pietential Platform or any Pietential Services. Any use of the Pietential Platform or any Pietential Services in breach of this Section may result in immediate suspension or termination of Subscriber account, at Pietential’s sole discretion; Pietential may, at its sole discretion, use commercially reasonable efforts under the circumstances to provide Subscriber with notice and an opportunity to remedy such breach or threat prior to any such suspension or termination.

3.5. Use of MyMazlow
(a) MyMazlow is an AI-powered interactive tool provided as part of the Platform. It facilitates self-reflection and wellbeing discussions by generating automated responses and suggesting potentially useful resources.

(b) Users acknowledge that MyMazlow’s responses are generated by artificial intelligence and may not always be accurate, complete, or appropriate. MyMazlow is not a medical service and does not provide diagnosis, treatment, or professional counseling. Use of MyMazlow does not create a doctor–patient, therapist–client, or similar professional relationship. Users must not rely on MyMazlow for urgent or emergency situations and should contact emergency services or qualified professionals in such cases.

(c) MyMazlow is available only to individuals who are 18 years of age or older. By accessing or using MyMazlow, Users represent and warrant that they meet this requirement.

(d) Subscribers and Users remain solely responsible for the information they provide to MyMazlow and for decisions taken based on AI outputs. Users are strongly advised not to share highly sensitive personal data (such as health conditions, financial details, or government identifiers) that is not necessary for the use of MyMazlow.

(e) Users agree not to misuse MyMazlow, including by: (i) providing false or misleading information to manipulate outputs; (ii) attempting to reverse-engineer or extract system logic; or (iii) using MyMazlow in violation of law or these Terms.

4. Acknowledgement of Prohibited Uses. Pietential Platform and Pietential Services are not a medical service or a service that is provided by a licensed physician or psychiatrist or other medi c al professional, psychologist, therapist, counselor or addictions counselor, professional life coach, nutritionist, or a substitute for any such service. The information and content provided on the Pietential Platform and Pietential Services does not establish nor replace a relationship that exists between a patient and their physician. Subscriber represents and warrants that neither Subscriber nor its Users (if applicable) will use Pietential Platform and Pietential Services for purposes of seeking or providing medical treatment or medical services, and Pietential and its affiliates expressly disclaim any liability or responsibility arising out of any such use of the Pietential Platform and Pietential Services.5. Notices and messages.

5.1. By entering into these Terms or using the Pietential Platform or Pietential Services, and by providing telephone numbers and email accounts of Users, Subscriber expressly agrees and affirmatively consents: (a) to receive communications (i) from Pietential and (ii) from our independent contractors, including via e-mail, text message, calls, and push notifications or other messaging tools and features within the Pietential Platform; and (b) that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Pietential and our Affiliates may include: operational communications concerning Subscriber account or the use of the Pietential Platform or Pietential Services, updates concerning new and existing features or offerings on the Pietential Platform or with respect to Pietential Services, communications concerning promotions run by Pietential or our third-party partners, or news concerning industry developments. Standard text messaging charges applied by your cell phone carrier may apply to text messages sent by Pietential on or its behalf. All such charges are billed by and payable to Subscriber’s or User’s cell phone carrier. Subscriber understands that it does not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. If you wish to opt out of promotional emails or texts, you can unsubscribe by following the respective instructions in each communication . If Subscriber or User loses or plans to give up the telephone number(s) or email accounts that are linked to the Subscriber account or any User account, Subscriber and User will unsubscribe from future communications to such telephone numbers and email accounts, and agree to update all contact information in the Pietential Platform account in a timely manner. Subscriber represents and warrants that it owns and controls all contact information linked to Subscriber’s Pietential Platform account, including the email accounts and the telephone number(s).

5.2. Subscriber agrees to indemnify Pietential and its Affiliates for any privacy, tort or other claims relating to Subscriber’s voluntary provision of a telephone number or email account that is not owned by Subscriber and/or Subscriber’s failure to promptly notify Pietential of any changes in the contact information, including telephone numbers. Subscriber agrees to indemnify, defend and hold Pietential and its Affiliates harmless from and against any and all such claims, losses, liability, costs and expenses (including reasonable attorneys’ fees). Pietential will have the exclusive right to choose counsel, at Subscriber’s expense, to defend any such claims.

6. Proprietary Rights; Ownership of Subscriber Content and Related Obligations.

6.1. Reservation of Rights. Subject to the limited rights expressly granted in these Terms, Pietential, its Affiliates, and its and their licensors reserve all rights, title, and interest in and to the Pietential Platform and all Pietential Services (including all updates, customizations, and/or modifications thereto), and its and their trade and service marks, and the Aggregate Data (defined below), including in each case all related intellectual property rights. No rights are granted to Subscriber or its Users other than as expressly set forth herein.

6.2. Subscriber Marks; Public Announcements. Subscriber authorizes Pietential to display Subscriber name and logo: (a) on the Pietential Platform and in connection with Pietential Services, in connection with Subscriber’s use thereof; and (b) subject to Subscriber’s prior written approval, on Pietential’s web site and marketing materials which are not a part of the Pietential Platform or Pietential Services. Pietential will not alter approved marketing materials which include Subscriber’s trademark or other proprietary rights notice without Subscriber’s prior written consent. Pietential has no ownership interest in any of Subscriber’s trademarks. Except as expressly granted in this Section 6.2, neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or the Pietential Platform or Pietential Services, or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party.

6.3. Ownership of Subscriber Content. As between Pietential and Subscriber, Subscriber exclusively owns all rights, title, and interest in and to Subscriber Content. To the extent Subscriber or its Users provide, embed, or post Subscriber Content on the Pietential Platform, Subscriber and its Users hereby grant Pietential and its Affiliates a nonexclusive, perpetual, royalty-free, transferable, and fully sub-licensable right to host, copy, transmit, use, reproduce, adapt, translate, distribute, publish, and publicly display and perform Subscriber Content throughout the world in any media, now known or hereafter devised, on and through the Pietential Platform. Subscriber agrees that Pietential shall have the right to: (a) access and use Subscriber Content (i) to provide, maintain, and update Subscriber account; (ii) for the purpose of providing statistical insights and analysis related to your Users’ use of the Pietential Platform or Pietential Services; and (b) anonymize and aggregate Subscriber Content (“Aggregate Data”) to prepare reports, studies, analyses, and other work product resulting from such Aggregate Data; under no other circumstances (except as may be required by law) shall Pietential distribute or otherwise make available to any third party any data that is identifiable as Subscriber Content. Subject to the limited rights expressly granted hereunder, Pietential acquires no right, title, or interest from Subscriber under these Terms in or to any of Subscriber Content. Pietential’s use of Subscriber and User personal data will be governed by our Privacy Policy. In the event of a breach of the security, integrity or confidentiality of Subscriber Content, Pietential will promptly notify Subscriber and will provide details about the breach, to the extent available, unless prohibited by applicable laws or a governmental request. If such breach or incident triggers any third-party notice requirements under any applicable laws, Subscriber agrees that unless otherwise required by applicable law, as the owner of the personal information and data and Subscriber Content, Subscriber will be responsible for the timing, content, cost and method of any such notice and compliance with such applicable laws.

Notwithstanding the foregoing, Subscriber acknowledges and agrees that Pietential may engage Service Providers, including trusted AI infrastructure providers such as Abacus AI, to process anonymised and aggregated Subscriber Content solely for the purpose of supporting, enabling, and improving the Pietential Platform. Such data will not include information that directly identifies a Subscriber or User, and such Service Providers will be bound by confidentiality and data protection obligations consistent with these Terms.

6.4. Feedback. Subscriber and its Users grant Pietential and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, and assignable license to use and incorporate into the Pietential Platform and any Pietential Services, any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Subscriber or Users relating to the Pietential Platform, any Pietential content and any Pietential Services.

7. Term & Termination.

7.1. Term of Agreement. These Terms commence on the date Subscriber first accepts them, and continue until all Subscription Terms have expired or have been terminated.

7.2. Renewal of Subscription Terms. Unless otherwiseprovided in an applicable Order Form, the term of each subscription shall (a) be for one year (the “Subscription Term”) and (b) automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives the other notice (email is acceptable) of non-renewal at least 30 days before the end of the expiring Subscription Term. The pricing during any renewal term may increase, provided that Pietential provides Subscriber notice of different pricing at least 45 days prior to the effective date of such fee increase.

7.3. Termination. Either party may terminate these Terms, including all applicable Order Forms, immediately and without further notice upon (a) a material breach by the other party of a material term or condition of these Terms, if such breach remains uncured within 30 days after the non-breaching party gives written notice of breach to the breaching party, (b) the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of the other party’s debts, (c) the other party making an assignment for the benefit of creditors, or (d) the other party’s dissolution or ceasing to do business. A material breach under this Section includes Subscriber’s failure to pay any applicable Fees when due. Additionally, Pietential may terminate these Terms, including all Order Forms, at any time, without liability, effective immediately, by providing written notice to Subscriber: (x) if necessitated by changes in applicable law or regulations, licensing from third parties, or technology; or (y) Subscriber independently develops, acquires, or makes available any tool or service that is directly competitive with the Pietential Platform or any Pietential Service.

7.4. Effect of Termination or Expiration. Upon the termination of these Terms or the expiration and non-renewal of a Subscription Term, Subscriber and its Users will immediately cease and desist from accessing and using the Pietential Platform (including any applicable Pietential Services). Termination or expiration of these Terms or an applicable Order Form shall not extinguish any of Subscriber’s or Pietential’s obligations under these Terms or the applicable Order Form that, by their nature, continue after the date of termination or expiration, including the obligation to pay any unpaid but due Fees and the confidentiality obligations of each party hereunder.

8. Fees and Payment.

8.1. Fees. Subscriber will pay all fees applicable to Subscriber’s selected Subscription Level (“Fees”). Except as otherwise specified in an applicable Order Form: (a) Fees are based on subscriptions to the Pietential Platform and Pietential Services, not actual usage; and (b) payment obligations are non-cancelable and Fees paid are non-refundable. Fees are fixed for one calendar year from the initial effective date of the first Subscription Term, but may be modified thereafter as set forth in Section 7.2.

8.2. Invoicing and Payment. Subscriber will provide Pietential with valid and updated credit card information, or with a valid purchase order or alternative payment method acceptable to Pietential. If Subscriber provides credit card information to Pietential, Subscriber authorizes Pietential to charge such credit card for all Fees due hereunder. Except as otherwise set forth in an applicable Order Form, payment of Fees shall be made in advance, monthly or annually or in accordance with any different billing frequency stated in the applicable Order Form. Unless otherwise stated in an applicable Order Form, invoiced Fees are due upon execution of the order. Subscriber is responsible for providing complete and accurate billing and contact information to Pietential and notifying Pietential of any changes to such information, as well as for payment of any fees or charges associated with Subscriber payment other than those charged by Pietential’s or its Affiliate’s bank.

8.3. Overdue Charges. If payment of any Fees is not received by Pietential by the due date, without limiting Pietential’s other rights or remedies: (a) unpaid Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Pietential may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

8.4. Suspension and Acceleration. If any Fees are 30 days or more overdue, (or ten or more days overdue in the case of amounts Subscriber has authorized Pietential to charge to Subscriber’s credit card), Pietential may, without limiting its other rights and remedies, accelerate any unpaid Fees obligations so that all such obligations become immediately due and payable, and/or suspend Subscriber’s access to the Pietential Platform and Pietential Services until such amounts are paid in full; provided that if Subscriber is paying by credit card or direct debit and payment has been declined by the applicable financial institution, Pietential will give Subscriber at least ten days’ prior notice that such payment is overdue before suspending Subscriber’s access to the Pietential Platform and Pietential Services.

8.5. Payment Disputes. Pietential will not exercise its rights under the “Overdue Charges” or “Suspension and Acceleration” sections above for 60 days if Subscriber is disputing the applicable Fees reasonably and in good faith and are cooperating diligently to resolve the dispute.

8.6. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with purchases hereunder. If Pietential has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section, Pietential will invoice Subscriber and Subscriber will pay that amount unless Subscriber provides Pietential with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Pietential is solely responsible for taxes assessable against it based on its income, property, and employees.

9. Confidentiality.

9.1. Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether electronically, orally, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Pietential’s Confidential Information includes the Pietential Platform, Pietential Services, Aggregate Data, contact and identity information of Subscribers and visitors to any Pietential website, and the terms and conditions of these Terms (including all Order Forms and pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any contractual, legal, or fiduciary obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without reference to, or reliance upon, the Confidential Information of the Disclosing Party. Each party retains all ownership, right, and title in and to its Confidential Information.

9.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) to protect the Confidential Information of the Disclosing Party; (b) not use any Confidential Information of the Disclosing Party for any purpose not authorized by these Terms; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to, and disclosure of, the Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of these Terms or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent; provided that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing: (i) Pietential may disclose the terms of these Terms and any applicable Order Form to a subcontractor to the extent necessary to perform Pietential’s obligations related to these Terms, under terms of confidentiality materially as protective as those set forth herein and (ii) Pietential may provide access to Subscriber Confidential Information to those Users, employees, contractors, and agents whom Subscriber permits to use and manage Subscriber access and use of the Pietential Platform and Pietential Services.

9.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

10. Data Protection . Subscriber acknowledges that Pietential does not control the transfer of data over telecommunications facilities, including the internet. Pietential does not warrant secure operation of the Pietential Platform or Pietential Services, or that it will be able to prevent disruptions to Subscriber or User access or use of the Pietential Platform. Subscriber acknowledges further that the Pietential Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Pietential is not responsible for any delays, delivery failures, or other damage resulting from such problems with the use of the internet or electronic communications. Pietential makes no warranties or guarantees regarding the compliance of Pietential Platform or Pietential Services with any specific law or regulation governing a particular type of data. The terms of the data DPA, made available to you via the Pietential Platform, are hereby incorporated by reference and shall apply to the extent that Subscriber provides Personal Data (as defined in the DPA) to Pietential, or Pietential transfers Personal Data, as part of Subscriber’s use of the Pietential Platform and Pietential Services.

11. Representations, Warranties, and Disclaimers.

11.1. Representations and Warranties by Subscriber. Subscriber represents and warrants to Pietential that: (a) Subscriber Content will be true and complete, (b) neither Subscriber Content or Confidential Information contain any material which violates Pietential’s content guidelines or which is otherwise unlawful, defamatory, or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights), or which may encourage a criminal offense or otherwise give rise to civil liability, or which contains any Malicious Code, (c) Subscriber and its Users will comply with all applicable laws and regulations (including all applicable privacy/data protection laws and regulations) and (d) Subscriber will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer and processing of personal data (as defined under data protection laws). Pietential reserves the right, at its sole discretion, to reject or remove Subscriber Content or any other information or materials posted on or through the Platform or to alter such information or materials to conform to technical specifications for the Pietential Platform and/or to comply with applicable law. Subscriber further represents and warrants to Pietential that it will not, and will not authorize or induce any other party, to: (i) generate automated, fraudulent, or otherwise invalid reviews, questions, comments, clicks, or other actions with regard to the Pietential Platform or Pietential Services; (ii) use any automated means or form of scraping or data extraction to access, query, or otherwise collect Pietential Services or other data, content, or reviews from the Pietential Platform, except as expressly permitted by Pietential; or (iii) use any Pietential trade or service marks in any manner without Pietential’s prior written consent.

11.2. Mutual Warranties. Each party represents and warrants that it has the legal power to enter into these Terms.

11.3. DISCLAIMER. Except as expressly provided herein, Pietential makes no warranty of any kind, whether express, implied, statutory, or otherwise, and Pietential specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free use or service, error correction, availability, accuracy of informational content, system integration, and any and all implied warranties arising from statute, course of dealing, course of performance, or usage of trade, to the maximum extent permitted by applicable law. Pietential Services and the Pietential Platform are provided “AS IS” and “AS AVAILABLE”, exclusive of any warranty whatsoever. Furthermore, to the fullest extent permitted by law, Pietential specifically disclaims all warranties and guarantees regarding (a) performance, quality, and results, and (b) the accuracy of the information that Pietential provides in connection with the Pietential Platform and/or the Pietential Services. Pietential shall not be liable for non-performance of Subscribers or other third parties. Additionally, Pietential disclaims all liability arising from Pietential’s access to Subscriber account on Subscriber’s behalf in order to make changes or post information to the Pietential Platform in accordance with Subscriber instructions; it is Subscriber’s responsibility to confirm that Subscriber’s instructions are executed as requested.

12. Indemnification. Subscriber will defend Pietential and its Affiliates against any claim, demand, suit, or proceeding made or brought against Pietential or any Affiliate arising out of or in connection with (a) a third party allegation that Subscriber Content infringes or misappropriates such third party’s intellectual property rights, including rights of privacy and publicity (b) any violation of the representations and warranties provided under these Terms by Subscriber, (c) Subscriber’s or its Users’ use of the Pietential Platform or Pietential Services in an unlawful manner or in violation of these Terms and/or applicable Order Form ((a) through (c) each a “Claim Against Pietential”), and will indemnify Pietential and its Affiliates from any damages, attorney fees, and costs finally awarded against Pietential or its Affiliates as a result, or for any amounts paid by Pietential or its Affiliates under a settlement approved by Subscriber in writing, of a Claim Against Pietential, provided that Pietential: (i) promptly gives Subscriber written notice of the Claim Against Pietential; (ii) gives Subscriber sole control of the defense and settlement of the Claim Against Pietential (except that Subscriber may not settle any Claim Against Pietential unless it unconditionally releases Pietential and its Affiliates of all liability); and (iii) gives Subscriber all reasonable assistance, at Subscriber’s expense. The above defense and indemnification obligations do not apply if a Claim Against Pietential arises from Pietential’s or its Affiliate’s breach of these Terms (including the applicable Order Form).

13. Limitation of Liability .

13.1. Limitation of Liability. In no event shall the aggregate liability of Pietential, together with all of its affiliates, arising out of or related to these Terms exceed the total amount paid by Subscriber hereunder in the twelve months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.

13.2. Exclusion of Consequential and Related Damages. In no event will either party or its affiliates have any liability arising out of or related to these Terms for any lost profits, revenues, goodwill, data, use, or other economic advantage, or for indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law and does not limit indemnification obligations under the “Indemnification” section.

13.3. The parties agree that this section 13 represents a reasonable allocation of risk and that Pietential would not proceed in the absence of such allocation.

14. Non-Solicitation. Subscriber agrees that it will not, at any time during the term and for a period of 18 months after termination of these Terms, whether for Subscriber’s own account or for the account of others, solicit for employment, hire or otherwise engage any of the employees or independent contractors of Pietential. Notwithstanding the foregoing, nothing in these Terms shall prevent Subscriber from hiring any person who responds to a general solicitation not personally directed to such person. In the event Subscriber hires or engages an employee or contractor of Pietential in violation of this Section, Pietential shall be entitled to collect liquidated damages from Subscriber to compensate Pietential for locating, recruiting, hiring and training a replacement person. Pietential’s liquidated damages shall be a sum equal to two times the gross annual compensation of the person Subscriber wrongfully hired or engaged. Gross annual compensation means twelve times the subject employee or contractor’s last full month’s compensation from Pietential including bonuses and benefits. The parties agree and acknowledge that this amount is a reasonable, liquidated amount and not a penalty.15. General.

15.1. Assignment. Neither Subscriber nor Pietential may assign these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, that either party may assign these Terms in their entirety (including all Order Forms), without the other party’s prior written consent (a) to an Affiliate or (b) in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the assigning party’s business. Subject to the foregoing, these Terms (including each Order Form) will bind and inure to the benefit of Pietential and Subscriber, and our respective successors and permitted assign ee s.

15.2. Interpretation. If any provision of these Terms or any applicable Order Form, shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of these Terms or any applicable Order Form is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Titles and headings of sections of these Terms are for convenience only and shall not affect the construction of any provision of these Terms. Any ambiguous provisions are not to be construed against either party. Any use of the term “include” or “includes” or “including” means “include without limitation,” “includes without limitation” and “including,” respectively. The term “shall” is synonymous with “will.”

15.3. Relationship of the Parties. Subscriber and Pietentialare independent contractors to one another. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between us. Each party will be solely responsible for payment of all compensation owed to its respective employees, as well as all employment-related taxes.

15.4. Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms, except for certain third party beneficiary rights granted to Apple, Inc. under the Website Terms of Use.

15.5. Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

15.6. Export Compliance. Each partyrepresents that it is not named on any U.S. government denied-party list. Subscriber will not permit any User to access or use the Pietential Platform or any Pietential Services in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria, and Crimea) or in violation of any U.S. export law or regulation.

15.7. Notice. Unless otherwise expressly indicated, any consent or authorization required under these Terms shall be at the sole discretion of the party from whom such consent is required. Notice shall be deemed to have been received by a party, and effective, on the day received. All breach-related and indemnification-related notices permitted or required under these Terms shall be in writing and delivered by recognized postal or courier services who provide delivery confirmation to the other party’s address set forth on the initial Order Form, or such other address as the parties may subsequently provide in writing. All other notices may be sent by email with notice deemed given: (a) upon acknowledgement of receipt by a reply email; or (b) when Pietential posts the notice in the Pietential Platform.

15.8. Force Majeure . Pietential shall not be liable to Subscriber by reason of any failure in performance of these Terms if the failure arises out of the unavailability of communications facilities or energy sources, acts of God, acts of Subscriber, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, pandemics, disease, quarantines, cybersecurity incidents, or any other causes beyond the reasonable control of Pietential.

15.9. Use by Foreign Nationals . Subscriber will: (a) ensure that neither the Pietential Platform nor any Pietential Services are used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the U.S. Export Administration Regulations, 15 C.F.R. 740 et. seq.; and (b) not take any steps to facilitate such use.

15.10. Applicable Law.

15.10.1. U.S., Canada, Caribbean and the Americas . If Subscriber’s principal place of business (or primary residence, if Subscriber is an individual) is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects (without regard to any conflict of laws provisions) in accordance with the laws of the United States of America and the State of Delaware as such laws are applied to agreements entered into and to be performed entirely within the State of Delaware.

15.10.2. United Kingdom, Europe and Elsewhere . If Subscriber’s principal place of business (or primary residence, if Subscriber is an individual) is located in the United Kingdom, Europe or anywhere other than North America or South America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation shall be governed by and construed in all respects (without regard to any conflict of laws provisions) in accordance with the laws of England as such laws are applied to agreements entered into and to be performed entirely within England.

15.10.3. Provisions Applicable in all Countries . As these Terms are not a contract for the sale of goods, these Terms shall not be governed either by: (a) codification of Article 2 or 2A of the Uniform Commercial Code; or (b) the United Nations Convention on the International Sale of Goods. No version of the Uniform Computer Information Transactions Act shall apply to these Terms. Both parties confirm that they have requested that these Terms be drafted in English. Les parties contractantes confirment qu’elles ont exigé quele présent contrat et tous les documents associés soient redigés en anglais.

15.11. Dispute Resolution.

15.11.1. Informal Resolution . Subject to Section 15.11.6, Pietential and Subscriber agree to try for 60 days to resolve any dispute under or in connection with these Terms (a “Dispute”) informally. If the parties cannot settle any Dispute during this time period, then subject to Section 15.11.6: (a) the parties agree to enter binding arbitration (as defined in this Section 15.11), and not to sue in court in front of a judge or jury; and (b) if Subscriber’s principal place of business is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, the parties also agree that class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without the consent of all parties.

15.11.2. Service of Process and Notice of Dispute . To the fullest extent permitted by applicable law or by any rules of any applicable arbitrators, courts or other tribunals, both parties hereby designate each of their respective corporate officers (including the President, CEO, and other C-level executives or equivalents) as agents to receive service of process by delivery via a reputable overnight courier to the receiving party’s address on file with the government registry of that party’s jurisdiction of organization or formation. Each party hereby acknowledges and agrees that such service of process shall be adequate and sufficient as if it were made by formal service of process pursuant to applicable laws or rules.

If Subscriber wishes to raise a Dispute and Pietential’s customer service representatives cannot resolve it, a Notice of Dispute should be sent by postal mail to Pietential, ATTN: LEGAL DEPARTMENT which includes: Subscriber name, address, contact information, the problem you wish to raise, and Subscriber’s preferred means of resolution. Pietential will do the same if Pietential has a dispute to raise with Subscriber. After 60 days, subject to Section 15.11.6, Subscriber or Pietential may start arbitration in accordance with Section 15.11.3 if the dispute is unresolved.

15.11.3. Exclusive Forum and Place of Arbitration.

15.11.3.1. U.S., Canada, Caribbean and the Americas . If Subscriber’s principal place of business (or primary residence, if Subscriber is an individual) is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, and a Dispute was not resolved through the informal resolution process described above then, subject to Section 15.11.6: (a) such Dispute shall be finally settled in accordance with the Commercial Arbitration Rules of the American Arbitration Association; and (b) any such arbitration shall be conducted in the English language in New Castle County, Delaware by a sole arbitrator.

15.11.3.2. United Kingdom, Europe and Elsewhere . IfSubscriber’s principal place of business (or primary residence, if Subscriber is an individual) is located in the United Kingdom, Europe or anywhere other than North America, Central America or South America, and a Dispute was not resolved through the informal resolution process described above then, subject to Section 15.11.6: (a) such Dispute shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce, as amended by this section 15.11; and (b) any such arbitration shall be conducted in the English language in London, England by a sole arbitrator.

15.11.4. Appointment of Arbitrator . For the purposes of the arbitration, a single arbitrator shall be selected by the parties, in default of which the arbitrator shall be appointed in accordance with the applicable arbitration rules. The arbitrator elected by the parties must be a qualified attorney, solicitor or barrister with at least 10 years of post-qualification practice experience, and also have experience in the fields of software development and/or software-as-a-service platform development and distribution and intellectual property disputes (together, the “Requirements”). In appointing an arbitrator, the arbitral tribunal must, as far as possible, have regard to the Requirements.

15.11.5. Limitations . To the extent permitted by applicable law, Subscriber must commence arbitration of any Dispute within one year of the date on which the relevant cause of action accrued (or, if later, within one year of the date on which the innocent party ought reasonably to have become aware of such an accrual), otherwise it is permanently barred. The arbitrator shall be bound by the provisions of these Terms and base the decision on applicable law and judicial precedent, shall include in such decision the findings of fact and conclusions of law upon which the decision is based, and shall not grant any remedy or relief that a court could not grant under applicable law. Except to the extent otherwise expressly provided in applicable arbitration rules, the arbitrator’s decision shall be final and binding upon the parties, and shall not be subject to appeal.

15.11.6. Enforcement; Equitable Relief; IP Disputes . Notwithstanding anything to the contrary in this Section 15.11: (a) either party may enforce any judgment rendered by the arbitrator in any court of competent jurisdiction; (b) the arbitrator shall have the right to issue equitable relief, including preliminary injunctive relief; (c) Pietential shall be entitled to apply to any court of competent jurisdiction for any interim relief; (d) Pietential shall be entitled to bring, in any court of competent jurisdiction, at any time, any claim concerning or related to the enforcement or validity of any intellectual property rights (including, for the avoidance of doubt, any trade secrets or confidential information) of Pietential or licensors of Pietential (an “IP Dispute”); and (e) Pietential shall be entitled, upon receipt of any request for arbitration from Subscriber under this Section 15.11, to decline to submit to the jurisdiction of any arbitral tribunal insofar as the request for arbitration relates to any IP Dispute, in which case Subscriber may bring the same IP Dispute in any court of competent jurisdiction.

15.11.7. Attorneys’ Fees . The rules of the applicable arbitral tribunalwill govern payment of filing fees and the arbitrator’s fees and expenses, but the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the losing party .

15.12. Changes in Laws. Notwithstanding anything to the contrary in these Terms, Pietential may limit or discontinue the provision of the Pietential Platform and Pietential Services to the extent: (a) Pietential or any vendor of Pietential is restricted by any rule, regulation, law or governmental entity; (b) Pietential or any vendor has discontinued the collection of data; or (c) Pietential or any vendor of Pietential is prohibited from providing Pietential Services. In addition, Pietential is committed to continuously making better the Pietential Platform and Pietential Services, including the Subscriber and User experiences. For this reason, Pietential may discontinue, upgrade or change the production, support, delivery and maintenance of the Pietential Platform and any Pietential Services if Pietential develops an upgraded version or otherwise no longer generally provides the same to its subscribers, provided however that no such updates will materially diminish the functionality or performance of the Pietential Platform and Pietential Services. In the event that Pietential materially modifies the content or scope of the Pietential Platform of Pietential Services provided to Subscriber, the parties shall renegotiate the fees in good faith according to the prevailing pricing models.

15.13. Forms of Consent. These Terms (including applicable Order Forms) and any amendments thereto may be executed in counterparts. The parties consent to the conduct of transactions and the execution of any amendments between them by electronic means or records, including by use of electronic signatures and facsimile copies of a party’s signature.

15.14. Survival . The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms: 5.1, 6.2, 6.3, 6.4, 7.4, 8.1, 9, 11.3, 12, 13, 14, 15.

15.15. Entire Agreement. Some of the Pietential Services may be subject to additional terms and conditions, including our Acceptable Use Policy (“Additional Terms”), which are posted separately from these Terms but are incorporated and form a part of these Terms if you decide to use or access those features. These Terms (including the then-current Website Terms of Use, any applicable Additional Terms, and the other components identified in the Introduction) contain the entire agreement of the parties with respect to the subject matter hereof, and there are no other promises or conditions in any other agreements, whether oral or written. These Terms supersede any prior written or oral agreements between the parties in connection with the subject matter hereof. The parties agree that any term or condition stated in a purchase order provided by you or in any other order documentation provided by you (excluding Order Forms) is void and expressly rejected. In the event of any conflict or inconsistency, the order of precedence shall be: (a) the applicable Order Form, (b) any applicable Additional Terms, (c) these Terms, and (d) the Website Terms of Use. Pietential reserves the right, in its sole discretion, to change terms and conditions of any of the exhibits – including the General Terms and Conditions in Exhibit B (“Updated Terms”) from time to time. Unless Pietential makes a change for legal or administrative reasons, Pietential will provide reasonable advance notice before the Updated Terms become effective. You agree that Pietential may notify you of the Updated Terms by posting them on the Pietential Platform, and that your use of the Pietential Platform or Pietential Services after the effective date of the Updated Terms (or engaging in such other conduct as Pietential may reasonably specify) constitutes your agreement to the Updated Terms. You should review these Terms and any Updated Terms before using the Pietential Platform or any Pietential Services. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Pietential Platform and the Pietential Services from that point forward. Except as otherwise expressly provided in this Section, these Terms may be amended or modified only in a writing executed by both parties.