Terms

Version 1.0

This document effective as of: June 12th, 2023

These Terms of Service agreement (this “Agreement”) governs your access to the Indr, Inc. (“Indr”) digital transformation platform, and related products and services (collectively, the “Services”). By completing an Indr survey, registering for an account through the Services (an “Account”), or otherwise accessing or using any of the Services, you represent that (a) you have read, understand, and agree to be bound by this Agreement, (b) you are of legal age to form a binding contract with Indr, and (c) you have the authority to enter into this Agreement, including that you have the authority to bind any entity which you nominate as the user of the Services. If you do not agree to be bound by this Agreement, you may not access or use any of the Services.

Please note that this Agreement is subject to change by Indr in its sole discretion at any time. When changes are made, Indr will make a copy of the updated Agreement available on the Services and update the “Last Updated” date at the top of this Agreement. If Indr makes any material changes to the Agreement, Indr may (or will, if required by law) provide notice of such material changes on the Services and attempt to notify you by sending an email to the email address provided during your Account registration. Any changes to the Agreement will be effective immediately for new users of the Services and will be effective for existing users of the Services upon the earlier of (a) thirty (30) days after the “Last Updated” date at the top of this Agreement, or (b) your consent to and acceptance of the updated Agreement if Indr provides a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance), which Indr may require before further use of the Services is permitted. If you do not agree to the updated Agreement, you must stop using all Services upon the effective date of the updated Agreement. Otherwise, your continued use of any of the Services after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. Please regularly check the Indr website to view the then-current Agreement. You agree that Indr’s continued provision of the Services is adequate consideration for the changes in the updated Agreement.

1. Access to Services

1.1. Account Registration. In order to access certain features of the Services, you may be required to register an Account. By registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You represent that you are (i) of legal age to form a binding contract; and (ii) not a person barred from using the Services under the laws of the United States, your place of residence, or any other applicable jurisdiction. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Indr has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, Indr has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to (1) create an Account using a false identity or information, or on behalf of someone other than yourself; or (2) create an Account or use the Services if you have been previously banned from any of the Services.

1.2. Account Usage. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by any other persons, including minors, and you will accept full responsibility for any such unauthorized use. You may not share your Account login credentials with anyone, and you agree to notify Indr immediately of any unauthorized use of your password or any other breach of security. Indr reserves the right to suspend, disable, or terminate your access to the Services if Indr reasonably determines your Account may have been used by an unauthorized third party.

1.3. Access. Subject to the terms and conditions of this Agreement, Indr hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable revocable right to: (a) use and access the Services in accordance with any specifications, user manuals, or other technical materials relating to the Services and provided or made available to you, as may be modified by Indr from time to time (“Documentation”) and the provisions of this Agreement; and (b) use and make reasonable copies of the Documentation, in each case solely for your personal or internal business purposes. You acknowledge and agree that Indr and its suppliers may update the Services from time to time with or without notifying you.

1.4. Restrictions. You shall not: (a) allow any third party to access the Services, the Documentation, and any applicable software, data, or technical information contained within the foregoing (“Indr Technology”) except as expressly allowed herein; (b) modify, adapt, alter or translate the Indr Technology; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Indr Technology for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (e) interfere in any manner with the operation of the Services, the Services or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Services without prior authorization of Indr; (f) modify, copy or make derivative works based on any part of the Indr Technology; (g) access or use the Indr Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (h) attempt to access the Services through any unapproved interface; (i) use the Services in connection with any of your time-critical or mission-critical functions; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Indr or its suppliers on the Indr Technology or any copies thereof; or (k) otherwise use the Indr Technology in any manner that exceeds the scope of use permitted under Section 1.3 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Indr reserves the right to suspend or terminate your access to the Services for any failure, or suspected failure, to comply with the foregoing conditions.

1.5. Feedback. If you provide to Indr any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided related to the Indr Technology (“Feedback”), you grant to Indr a perpetual, irrevocable, royalty-free and fully paid right to use and otherwise exploit such Feedback in any manner, including for the purpose of improving and enhancing the Indr Technology.

2. Your Data. The information, data, and other content, in any form or medium, if any, that is provided by you or on your behalf of to Indr, either directly or through the Services, including in connection with any survey or demonstration of the Services (“Your Data”) and all worldwide intellectual property rights therein are your exclusive property. You are solely responsible for any and all obligations with respect to the accuracy, quality and legality of Your Data. You represent that you have all third-party licenses, consents and permissions needed for you to share Your Data with the Services, and for Indr to use, copy, store and process Your Data to provide and improve the Services and for the purposes set forth in this Agreement. You grant to Indr a non-exclusive, worldwide, royalty-free and fully paid license to: (a) to download, store, process and use Your Data as necessary for purposes of providing and improving the Services and Indr Technology; and (b) on a perpetual basis, to use Your Data in an aggregated and anonymized form (“Aggregated Data”) to: (i) improve the Services, the Indr Technology and Indr’s related products and services (including through various machine learning exercises); (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Services and Indr Technology, provided, however, that no Aggregated Data shall identify you.

3. Representations and Warranties. You represent and warrant that: (a) you have procured all applicable consents required to provide Your Data to Indr for the performance of the Services; (b) Your Data will not: (i) infringe or misappropriate any third party’s intellectual property rights or otherwise violate the rights of a third party; (ii) be deceptive, defamatory, obscene, pornographic or unlawful; or (iii) contain any viruses, worms, or other malicious computer programming codes intended to damage the Indr Technology; and (c) you shall not upload to the Services any of Your Data which contains any sensitive personal information (such as financial, medical, or other sensitive personal information such as government IDs, passport numbers, or social security numbers).

4. Disclaimer. INDR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. INDR DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES MADE BY INDR.

5. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL INDR BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT INDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT ON ANY THEORY OF LIABILITY. TO THE FULLEST EXTENT PROVIDED BY LAW, INDR WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS AGREEMENT FOR MORE THAN ONE HUNDRED DOLLARS ($100 USD).

6. General Provisions

6.1. Governing Law and Dispute Resolution. Any dispute, claim or request for relief relating in any way to your use of the services will be governed and interpreted by and under the laws of the state of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement. Both you and Indr agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Diego County, California.

6.2. Electronic Communications. The communications between you and Indr may take place via electronic means, whether you visit the Services or send Indr emails, or whether Indr posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Indr in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Indr provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

6.3. Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Indr’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

6.4. Notice. Where Indr requires that you provide an email address, you are responsible for providing Indr with your most current email address. In the event that the last email address you provided to Indr is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Indr’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Indr at the following address: 1388 Kettner Blvd. San Diego, CA 92101 Attention: Legal. Such notice shall be deemed given when received by Indr by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

6.5. Waiver and Severability. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

6.6. Export Control. You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Indr are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Indr products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

6.7. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.