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<p class=MsoNormal align=center style='text-align:center;line-height:normal'><b>Enrollify
Terms of Use</b></p>
<p class=MsoNormal align=center style='text-align:center;line-height:normal'><b>Version
2.1</b></p>
<p class=MsoNormal align=center style='text-align:center;line-height:normal'><b>Effective
Date: 29 October 2019</b></p>
<p class=MsoNormal align=center style='text-align:center;line-height:normal'><b>Last
Updated Date: 12 January 2022</b></p>
<p class=MsoNormal style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in;text-align:justify;line-height:normal'>PLEASE READ THIS TERMS
OF USE AGREEMENT (the <b>“Terms of Use”</b>) CAREFULLY. BY ACCESSING OR USING
THIS WEBSITE OR ANY OTHER WEBSITES OF ENROLLIFY OR ITS AFFILIATES OR AGENTS (collectively,
the <b>“Website”</b>) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES
AVAILABLE OR ENABLED VIA THE WEBSITE (each a <b>“Service”</b> and collectively,
the <b>“Services”</b>) BY ENROLLIFY, CLICKING ON THE “I ACCEPT” BUTTON,
COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE OR DOWNLOADING
ENROLLIFY’S MOBILE OR DESKTOP SOFTWARE APPLICATION (the “<b>Application</b>”),
YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO
THESE TERMS OF USE (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT
YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THESE TERMS OF USE OR OTHERWISE
ACCESSING OR USING THE SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER
CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL
AND SUCH ENTITY AGREE THAT: (a) THE TERMS “<b>YOU</b>” AND “<b>YOUR</b>” AS
USED HEREIN APPLY TO SUCH ENTITY AND, AS APPLICABLE, SUCH INDIVIDUAL; AND (b)
YOU REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THESE TERMS HAS THE
POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF
SUCH ENTITY. <b>IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY
NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES</b>. </p>
<p class=MsoNormal style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in;text-align:justify;line-height:normal'><b>THESE TERMS OF USE
INCLUDE: (1) YOUR AGREEMENT THAT ENROLLIFY’S LIABILITY IS LIMITED REGARDING THE
SERVICES (SECTION </b><b>18</b><b>);
(2) YOUR AGREEMENT THAT THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY
(SECTION </b><b>17</b><b>); (3) YOUR CONSENT TO RELEASE ENROLLIFY FROM
LIABILITY BASED ON CLAIMS BETWEEN USERS (SECTION </b><b>8</b><b>)
AND GENERALLY (SECTION </b><b>24.2</b><b>); AND (4) YOUR AGREEMENT TO INDEMNIFY
ENROLLIFY FOR YOUR USE OR INABILITY TO USE THE SERVICES (SECTION </b><b>15</b><b>).</b></p>
<p class=MsoNormal style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in;text-align:justify;line-height:normal'><b>SECTION </b><b>24.7</b><b> OF THE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY
TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE
DISPUTES.</b></p>
<p class=MsoNormal style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in;text-align:justify;line-height:normal'><b>THE TERMS OF USE
LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE
BETWEEN YOU AND ENROLLIFY.</b></p>
<p class=MsoNormal style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in;text-align:justify;line-height:normal'>Your use of, and
participation in, certain Services may be subject to additional terms (<b>“Supplemental
Terms”</b>) and such Supplemental Terms will either be listed in the Terms of
Use or will be presented to you for your acceptance when you sign up to use the
supplemental Service. If the Terms of Use are inconsistent with the
Supplemental Terms, the Supplemental Terms shall control with respect to such
Service. The Terms of Use and any applicable Supplemental Terms are referred to
herein as the <b>“Terms.”</b> You acknowledge and agree that these Terms are a
legally binding agreement between you and Enrollify.</p>
<p class=MsoNormal style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in;text-align:justify;line-height:normal'>PLEASE NOTE THAT <span
style='text-transform:uppercase'>The Terms are subject to change by Enrollify
in its sole discretion at any time</span>. When changes are made, Enrollify
will make a new copy of the Terms of Use available at the Website and within
the Application, and any new Supplemental Terms will be made available from
within, or through, the affected Service on the Website or within the
Application. We will also update the “Last Updated” date at the top of the
Terms of Use. If we make any material changes, and you have registered with us
to create an Account (as defined in Section 3.1
below), we will also send an e-mail to you at the last e-mail address you
provided to us pursuant to the Terms. Any changes to the Terms will be effective
immediately for new users (“<b>Users</b>”) of the Website, the Application, and
the Services (collectively, the <b>“Enrollify Properties”</b>). Any changes to
the Terms will be effective for continuing Users upon the earlier of: (a)
thirty (30) days after posting notice of such changes on the Services for existing
Users; (b) thirty (30) days after dispatch of an e-mail notice of such changes
to you; or (c) you providing consent to the updated Terms in a specified
manner, as applicable. Unless otherwise stated, your continued use of the
Services constitutes your acceptance of such change(s). If you do not agree to
any change(s) after receiving a notice of such change(s), you may not be
permitted to continue using the Services. PLEASE REGULARLY CHECK THE ENROLLIFY
PROPERTIES TO VIEW THE THEN-CURRENT TERMS.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><b><span
style='text-transform:uppercase'>1.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>DESCRIPTION OF SERVICES.</b> The Services are a project
management platform and marketplace solution (the “<b>Marketplace Services</b>”)
designed to serve as the operational backbone for Hiring Entities to source,
select, mobilize, manage, and compensate Service Providers to provide services
with respect to Employers, Employees, and their employee benefit programs. The
ways in which each type of User interacts with the Services are described in
the balance of these Terms of Use.</p>
<p class=Legal2L2 style='margin-left:0in'><b>1.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Marketplace Services.</b> The Marketplace Services allow Hiring
Entities to connect and contract with Service Providers, so that the Service
Providers can perform Provider Services for Employers and Enrollees as a
contractor of Hiring Entity. </p>
<p class=Legal2L3 style='margin-left:0in'><b>(a)<span style='font:7.0pt "Times New Roman"'>
</span></b>You acknowledge and agree that a legally binding contract (a “<b>Services
Contract</b>”) is formed when you agree with another User on the terms of any Provider
Services to be provided. The terms of each Services Contract include: (i) the
terms set forth in these Terms with respect to performance under Services
Contracts; (ii) the Provider Services to be performed; (iii) the period during
which the Provider Services will be performed (the “<b>Services Contract Term</b>”);
(iii) any applicable Incentives; (iv) the Provider Fees to be paid and/or the
metrics for calculation of Provider Fees; (v) any other terms proposed and
accepted between the Hiring Entity and the Service Provider; and (vi) any other
contractual terms accepted by both the Service Provider and the Hiring Entity (to
the extent such terms do not conflict with the terms in these Terms, and do not
expand Enrollify’s obligations or restrict Enrollify’s rights under these Terms).
You agree that Enrollify is not a party to any Services Contract; and that the
formation of a Services Contract will not, under any circumstance, create an
employment or other service relationship between you and Enrollify, nor an
employment relationship between you and the other User. </p>
<p class=Legal2L3 style='margin-left:0in'><b>(b)<span style='font:7.0pt "Times New Roman"'>
</span></b>Enrollify does not hire Service Providers, perform Provider Services,
or have any responsibility related to hiring Service Providers or performing Provider
Services. While Enrollify may provide pricing and guidance in connection with
our Marketplace Services, such information is solely informational. Other than
to the limited extent expressly set out below with respect to certain payment
matters, we do not take part in the interaction between Users of the
Marketplace Services. Without limiting the generality of the foregoing, we do
not have control over the quality, timing, legality, failure to provide, or any
aspect whatsoever of any ratings provided by Users, performance of Provider
Services, the metrics used to calculate Provider Fees, or of the integrity,
responsibility, or any actions of any Users. Although Enrollify may attempt
verify a Service Provider’s license to provide certain Provider Services, we
cannot confirm that each User is who they claim. Enrollify does not assume any
responsibility for the accuracy or reliability of this information or any
information provided through the Marketplace Services, including any licensing
information.</p>
<p class=Legal2L2 align=left style='margin-left:0in;text-align:left'><b>1.2<span
style='font:7.0pt "Times New Roman"'>
</span></b><b>Definitions.</b> For purposes of these Terms:</p>
<p class=Legal2L3 style='margin-left:0in'><b>(a)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Hiring Entity</b>” means a User that is hiring Service Providers
to provide Provider Services, including but not limited to employee benefits
brokers, consultants, and enrollment firms;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(b)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Employer</b>” means the entity through which Enrollees are
provided access to employment benefits;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(c)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Enrollees</b>” means the individual employees who enroll for
insurance with or through a Hiring Entity; </p>
<p class=Legal2L3 style='margin-left:0in'><b>(d)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Enrollee Data</b>” means any data pertaining to individual Enrollees;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(e)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Enrollify</b>”, “<b>we</b>”, “<b>us</b>”, or “<b>our</b>” means
Enrollify, Inc.;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(f)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Enrollify Fees</b>” means fees owed to or collected by Enrollify
for use of the Services.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(g)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Incentive</b>” means a milestone based on a performance metric
determined between a Hiring Entity and Service Provider and set out in the
relevant Services Contract;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(h)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Provider Fees</b>” means the fees payable by Hiring Entity to Service
Provider under a Services Contract as recorded on the Services, which may
include fees for Provider Services performed, such as fees payable per Enrollee
seen by Service Provider (“<b>Flat Fees</b>”), and fees for Service Provider achieving
Incentives during performance of the applicable Provider Services (“<b>Incentive
Fees</b>”); </p>
<p class=Legal2L3 style='margin-left:0in'><b>(i)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Provider Fee Deposit</b>” means an amount that is payable by a Hiring
Entity as a deposit toward the total Provider Fees that may be payable under
that Services Contract as calculated in Enrollify’s good faith based on the
anticipated Flat Fees payable for the number of potential Enrollees under a
Services Contracts;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(j)<span style='font:7.0pt "Times New Roman"'>
</span></b> “<b>Provider Services</b>” means counseling services provided to or
on behalf of the Hiring Entity with respect to employee benefit programs; </p>
<p class=Legal2L3 style='margin-left:0in'><b>(k)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Provider Fee Payment Date</b>” means 45 calendar days after the
applicable Service Contract Term; and</p>
<p class=Legal2L3 style='margin-left:0in'><b>(l)<span style='font:7.0pt "Times New Roman"'>
</span></b>“<b>Service Provider</b>” means a User performing or holding
themselves out on the Services as willing to perform Provider Services.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><b><span
style='text-transform:uppercase'>2.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>USE OF THE SERVICES AND ENROLLIFY PROPERTIES.</b> The Enrollify
Properties and the information and content available on the Enrollify
Properties are protected by copyright and other intellectual property laws
throughout the world. </p>
<p class=Legal2L2 style='margin-left:0in'><b>2.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Access to the Services.</b> Subject to your compliance with the
Terms, Enrollify grants you the non-exclusive, limited right to access and use
the Services for your internal business purposes. Unless otherwise specified by
Enrollify in a separate license, your right to use any Enrollify Properties is
subject to the Terms. </p>
<p class=Legal2L2 style='margin-left:0in'><b>2.2<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Application License.</b> Subject to your compliance with the
Terms, Enrollify grants you a limited non-exclusive, non-transferable,
non-sublicensable, revocable license to download, install and use a copy of the
Application on a single mobile device or computer that you own or control and
to run such copy of the Application solely for your own personal or internal
business purposes. </p>
<p class=Legal2L2 style='margin-left:0in'><b>2.3<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Updates.</b> You understand that the Enrollify Properties are
evolving. As a result, Enrollify may require you to accept updates to the Enrollify
Properties that you have installed on your computer or mobile device. You
acknowledge and agree that Enrollify may update the Enrollify Properties with
or without notifying you. You may need to update third-party software from time
to time in order to use the Enrollify Properties.</p>
<p class=Legal2L2 style='margin-left:0in'><a name="_Ref18691224"><b>2.4<span
style='font:7.0pt "Times New Roman"'>
</span></b><b>Certain Restrictions.</b></a> You agree that you will not: (a) license,
sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise
commercially exploit the Enrollify Properties or any portion of the Enrollify
Properties, including the Website, (b) frame or utilize framing techniques to
enclose any trademark, logo, or other Enrollify Properties (including images,
text, page layout or form) of Enrollify; (c) use any metatags or other “hidden
text” using Enrollify’s name or trademarks; (d) modify, translate, adapt,
merge, make derivative works of, disassemble, decompile, reverse compile or
reverse engineer any part of the Enrollify Properties except to the extent the
foregoing restrictions are expressly prohibited by applicable law; (e) use any
manual or automated software, devices or other processes (including but not
limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or
the like) to “scrape” or download data from any web pages contained in the
Website (except that we grant the operators of public search engines revocable
permission to use spiders to copy materials from the Website for the sole
purpose of and solely to the extent necessary for creating publicly available
searchable indices of the materials, but not caches or archives of such
materials); (f) access the Enrollify Properties in order to build a similar or
competitive website, application or service; (g) copy, reproduce, distribute,
republish, download, display, post or transmit in any form or by any means any
part of the Enrollify Properties; and (h) remove or destroy any copyright
notices or other proprietary markings contained on or in the Enrollify
Properties. Any future release, update or other addition to the Enrollify
Properties shall be subject to the Terms. Enrollify, its suppliers and service
providers reserve all rights not granted in the Terms. The rights granted to
you hereunder are subject to your compliance with this Section 2.4.
Any unauthorized use of the Enrollify Properties terminates the licenses
granted by Enrollify pursuant to the Terms.</p>
<p class=Legal2L2 style='margin-left:0in'><b>2.5<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Third-Party Materials.</b> As a part of the Services, you may
have access to materials that are hosted by another party. Except as expressly
set forth herein, you agree that it is impossible for Enrollify to monitor such
materials and that you access these materials at your own risk. </p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><b><span
style='text-transform:uppercase'>3.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>REGISTRATION.</b></p>
<p class=Legal2L2 style='margin-left:0in'><a name="_Ref18864822"><b>3.1<span
style='font:7.0pt "Times New Roman"'>
</span></b><b>Registering Your Account.</b></a> In order to access certain
features of the Enrollify Properties you may be required to become a Registered
User. For purposes of the Terms, a <b>“Registered User”</b> is a User who has
registered an account on the Services (<b>“Account”</b>) or has a valid account
on the social networking service (<b>“SNS”</b>) through which the User has connected
to the Services (each such account, a <b>“Third-Party Account”</b>).</p>
<p class=Legal2L2 style='margin-left:0in'><b>3.2<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Access through a SNS.</b> If you access the Services through a
SNS as part of the functionality of the Enrollify Properties, you may link your
Account with Third-Party Accounts, by allowing Enrollify to access your
Third-Party Account, as is permitted under the applicable terms and conditions
that govern your use of each Third-Party Account. You represent that you are
entitled to disclose your Third-Party Account login information to Enrollify
and/or grant Enrollify access to your Third-Party Account (including, but not
limited to, for use for the purposes described herein) without breach by you of
any of the terms and conditions that govern your use of the applicable
Third-Party Account and without obligating Enrollify to pay any fees or making Enrollify
subject to any usage limitations imposed by such third-party service providers.
Unless otherwise specified in the Terms, all SNS Content shall be considered to
be Your Content (as defined in Section 9.1) for all purposes of the Terms. Depending
on the Third-Party Accounts you choose and subject to the privacy settings that
you have set in such Third-Party Accounts, personally identifiable information
that you post to your Third-Party Accounts may be available on and through your
Account on the Enrollify Properties. Please note that if a Third-Party Account
or associated service becomes unavailable or Enrollify’s access to such
Third-Party Account is terminated by the third-party service provider, then SNS
Content will no longer be available on and through the Enrollify Properties. You
have the ability to disable the connection between your Account and your Third-Party
Accounts at any time by accessing the “Settings” section of the Website. PLEASE
NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED
WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH
SUCH THIRD-PARTY SERVICE PROVIDERS, AND ENROLLIFY DISCLAIMS ANY LIABILITY FOR
PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH
THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU
HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Enrollify makes no effort to review any
SNS Content for any purpose, including but not limited to, for accuracy,
legality or noninfringement, and Enrollify is not responsible for any SNS
Content.</p>
<p class=Legal2L2 style='margin-left:0in'><b>3.3<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Registration Data.</b> In registering for an Account on the
Services, you agree to (a) provide true, accurate, current and complete
information about yourself as prompted by the Services’ registration form (the <b>“Registration
Data”</b>); and (b) maintain and promptly update the Registration Data to keep
it true, accurate, current and complete. You may not share your Account or
password with anyone, and you agree to (i) notify Enrollify immediately of any
unauthorized use of your password or any other breach of security; and (ii)
exit from your Account at the end of each session. If you provide any
information that is untrue, inaccurate, not current or incomplete, or Enrollify
has reasonable grounds to suspect that such information is untrue, inaccurate,
not current or incomplete, Enrollify has the right to suspend or terminate your
Account and refuse any and all current or future use of the Enrollify
Properties (or any portion thereof). You agree not to create an Account using a
false identity or any false information, or on behalf of someone other than
yourself. You agree that you shall not have more than one Account as a Service
Provider and one Account as a Hiring Entity per platform or SNS at any given
time. Enrollify reserves the right to remove or reclaim any usernames at any
time and for any reason, including but not limited to, claims by a third party
that a username violates the third party’s rights. You agree not to create an
Account or use the Enrollify Properties if you have been previously removed by Enrollify,
or if you have been previously banned from any of the Enrollify Properties.</p>
<p class=Legal2L2 style='margin-left:0in'><b>3.4<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Necessary Equipment and Software.</b> You must provide all
equipment and software necessary to connect to the Enrollify Properties,
including but not limited to, a mobile device that is suitable to connect with
and use the Enrollify Properties, in cases where the Services offer a mobile
component. You are solely responsible for any fees, including Internet
connection or mobile fees, that you incur when accessing the Enrollify
Properties. By providing your cellphone number and using the Services, you
hereby affirmatively consent to our use of your cellphone number for calls and
texts in order to perform and improve upon the Services. Enrollify will not
assess and charge for any calls or texts, but standard message charges or other
charged from your wireless carrier may apply. You may opt out of receiving text
messages from us within your Account settings or by emailing support<a
href="mailto:info@myenrollify.com">@myenrollify.com</a>.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><a name="_Ref18866666"></a><a
name="_Ref20166963"><b><span style='text-transform:uppercase'>4.<span
style='font:7.0pt "Times New Roman"'>
</span></span></b><b>FEES AND PAYMENT POLICY. </b></a>In order to access and
use certain features of the Services, you may be required to provide credit
card information or account information necessary to facilitate payments
hereunder (“<b>Payment Method</b>”). You agree to keep all Payment Method
information true, accurate, and complete at all times. We may change our fees
from time to time by posting the changes on the Enrollify Properties fourteen
(14) days in advance. </p>
<p class=Legal2L2 style='margin-left:0in'><b>4.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Refunds.</b> Except as expressly set forth herein, Enrollify has
no obligation to provide refunds or credits, but may grant them in extenuating
circumstances, as a result of specific refund guarantee promotions, or to
correct any errors made by Enrollify, in each case in Enrollify’s sole
discretion.</p>
<p class=Legal2L2 style='margin-left:0in'><b>4.2<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Referral Credits</b>. Enrollify may offer you credits against Enrollify
Fees payable hereunder, cash bonuses, or other incenntives if third parties whom
you refer to the Services, and who have not already used or registered to use
the Services, register to use the Services (“<b>Referral Benefits</b>”).
Referral Benefits will be deemed awarded and earned (and the amount of any Referral
Benefits will be set) solely upon Enrollify’s confirmation thereof at Enrollify’s
sole discretion. The amount of any Referral Benefit earned by you that is awarded
as a credit will be credited against any immediately subsequent Enrollify Fees
payable by you hereunder. Any Referral Benefit that is awarded as an incentive
or credit as opposed to a cash benefit will have no cash value.</p>
<p class=Legal2L2 align=left style='margin-left:0in;text-align:left'><b>4.3<span
style='font:7.0pt "Times New Roman"'>
</span></b><b>Transactions.</b> Enrollify facilitates Services Contracts by
supplying a medium for the exchange of money and information. Without limiting
the effect of Section 13.2, you represent and warrant that all payments under a
Services Contract to which you are a party will be made through the Services.</p>
<p class=Legal2L2 style='margin-left:0in'><b>4.4<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Taxes. </b>The payments required under these Terms do not include
any Sales Tax that may be due in connection with any products or services
provided under these Terms. If Enrollify determines it has a legal obligation
to collect Sales Tax from you in connection with these Terms, Enrollify shall
collect such Sales Tax in addition to the payments required under these Terms. If
any services or products, or payments for any services or products under these
Terms are subject to Sales Tax in any jurisdiction and you have not remitted
the applicable Sales Tax to Enrollify, you will be responsible for the payment
of such Sales Tax and any related penalties or interest to the relevant tax
authority, and you will indemnify Enrollify for any liability or expense Enrollify
may incur in connection with such Sales Taxes. Upon Enrollify’s request, you
will provide it with official receipts issued by the appropriate taxing
authority, or such other evidence that you have paid all applicable taxes. For
purposes of this section, “<b>Sales Tax</b>” shall mean any sales or use tax
and any other tax measured by sales proceeds that is the functional equivalent
of a sales tax where the applicable taxing jurisdiction does not otherwise
impose a sales or use tax.</p>
<p class=Legal2L2 style='margin-left:0in'><span class=MsoHyperlink><b><span
style='color:windowtext;text-decoration:none'>4.5<span style='font:7.0pt "Times New Roman"'>
</span></span></b></span><b>Third Party Provider.</b> Enrollify uses Stripe,
Inc. as the third party service provider for payment services (e.g., card
acceptance, merchant settlement, and related services). By contracting for Provider
Services on the Enrollify Properties, you agree to be bound by Stripe’s Privacy
Policy and Terms of Use <a href="https://stripe.com/payment-terms/legal">https://stripe.com/payment-terms/legal</a>
and hereby consent and authorize Enrollify and Stripe to share any information
and payment instructions you provide with third party service provider(s) to
the minimum extent required to complete your transactions. </p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><b><span
style='text-transform:uppercase'>5.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>PAYMENT ACCOUNTS. </b>In connection with your use of any
Marketplace Services, you understand and agree that:</p>
<p class=Legal2L2 style='margin-left:0in'><b>5.1<span style='font:7.0pt "Times New Roman"'>
</span></b>The transmission of funds for fees payable under a Services Contract
in the manner described herein is not a separate and discrete service that Enrollify
provides in addition to the Services. Rather, the transmission of funds in an
auditable manner is an integral part of the Marketplace Services that Enrollify
provides. </p>
<p class=Legal2L2 style='margin-left:0in'><b>5.2<span style='font:7.0pt "Times New Roman"'>
</span></b>Each User’s payment account is a custodial account administered by Enrollify
to facilitate disbursement of each Service Provider’s payment from each Hiring
Entity. </p>
<p class=Legal2L2 style='margin-left:0in'><b>5.3<span style='font:7.0pt "Times New Roman"'>
</span></b>Enrollify acts as agent of each User and not as a trustee or
fiduciary with respect to payments received through Enrollify. </p>
<p class=Legal2L2 style='margin-left:0in'><b>5.4<span style='font:7.0pt "Times New Roman"'>
</span></b>Enrollify holds funds delivered to it by any User in a commingled
account at a bank (each, a “<b>Pooled Account</b>”), and may include in the
titling of a Pooled Account “Enrollify, for the benefit of others” or similar
words. </p>
<p class=Legal2L2 style='margin-left:0in'><b>5.5<span style='font:7.0pt "Times New Roman"'>
</span></b>Enrollify will not voluntarily make your funds available to its
creditors in the event of bankruptcy.</p>
<p class=Legal2L2 style='margin-left:0in'><b>5.6<span style='font:7.0pt "Times New Roman"'>
</span></b>You agree that Enrollify has sole discretion over the establishment
and maintenance of any Pooled Account. You agree that you will not receive
interest or other earnings on the funds that Enrollify handles as your agent
and places in a Pooled Account. In consideration for your use of the Enrollify
Properties, you irrevocably transfer and assign to Enrollify any ownership
right that you may have in any interest that may accrue on funds held in a
Pooled Account. This assignment applies only to interest earned on your funds,
and nothing in these Terms grants Enrollify any ownership right to the
principal of the funds you maintain with Enrollify. In addition to or instead
of earning interest on Pooled Accounts, Enrollify may receive a reduction in
fees or expenses charged for banking services by the banks that hold your
funds.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><a name="_Ref20166979"><b><span
style='text-transform:uppercase'>6.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>TERMS APPLICABLE TO HIRING ENTITIES.</b></a> This Section
applies solely to the extent that you access and use the Services as a Hiring
Entity.</p>
<p class=Legal2L2 style='margin-left:0in'><b>6.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Hiring Entity’s use of Marketplace Services</b>. You agree that:</p>
<p class=Legal2L3 style='margin-left:0in'><b>(a)<span style='font:7.0pt "Times New Roman"'>
</span></b>you are responsible for the accuracy and content of any solicitation
for Provider Services;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(b)<span style='font:7.0pt "Times New Roman"'>
</span></b>Enrollify does not guarantee that a solicitation for Provider
Services will be answered or that any Services Contract will be reached between
you and a Service Provider;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(c)<span style='font:7.0pt "Times New Roman"'>
</span></b>Enrollify is not responsible for, and will have no responsibility
arising out of any performance of any Provider Services;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(d)<span style='font:7.0pt "Times New Roman"'>
</span></b>you will pay all fees payable under Services Contracts via the
Services in the amounts and at the rates agreed to by you and the applicable Service
Provider; </p>
<p class=Legal2L3 style='margin-left:0in'><b>(e)<span style='font:7.0pt "Times New Roman"'>
</span></b>you will comply with the Services Contract and these Terms during
the engagement, performance, and completion of any Provider Services;</p>
<p class=Legal2L2 style='margin-left:0in'><b>6.2<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Provider Fees</b>. Hiring entity agrees to pay all Provider Fees
under Services Contracts to which you are a party. All Provider Fees are
payable in accordance with the Provider Fee Description. You acknowledge that
you may be required to pay and agree to pay any required Provider Fee Deposit
upon consummation of the applicable Services Contract. Unless otherwise stated,
all Provider Fees under a Services Contract are due and payable upon the Provider
Fee Payment Date. Any Provider Fee Deposit attributable to a Services Contract
will be credited against the Provider Fees payable under that Services
Contract. In the event that the Provider Fee Deposit exceeds the total amount
of Provider Fees payable under a Services Contract, Enrollify will refund you
the amount of any such excess within a commercially reasonable time after the applicable
Provider Fee Payment Date. In the event that the total Provider Fees payable under
a Services Contract exceeds the applicable Provider Fee Deposit, such excess
will be immediately due and payable by you. You are solely responsible for
verifying any metrics upon which Provider Fees payable by you are calculated. Any
such metrics that are not disputed or changed as of the applicable Provider Fee
Payment Date are hereby verified by you. You acknowledge and agree that
Enrollify will have no responsibility for verifying any metrics upon which
Provider Fees payable by you are calculated, and no liability for any amounts
of Provider Fees calculated based on such metrics.</p>
<p class=Legal2L2 style='margin-left:0in'><b>6.3<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Enrollify Fees</b>. In consideration of your use of the Services,
you will be required to pay the Enrollify Fees in the amounts or based on the metrics
set forth as part of your Master Services Agreement. Enrollify Fees may include
fees payable based upon the number of Eligible Enrollees under a Services
Contract. Unless otherwise agreed by us in writing or as outlined in your
agency specific Master Services Agreement, such Enrollify Fees are due and
payable upon when the applicable Services Contract takes effect. Additionally,
you agree to pay any amounts that would have otherwise been payable by you to
Enrollify in connection with a Services Contract: (a) had you provided true and
accurate information prior to entering into the Services Contract; or (b) if a
change in the applicable information after payment of the Enrollify Fees would
have resulted in a greater amount of Enrollify Fees had such information been
true and accurate at the time that the Enrollify Fees were paid. You represent
and warrant that any information provided by you, based upon which any Enrollify
Fees are calculated, including any information about the number of Eligible
Employees under a Services Contract, is true, complete, and accurate, and will
be kept true complete and accurate at all times.</p>
<p class=Legal2L2 style='margin-left:0in'><b>6.4<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Payment Terms</b>. You hereby authorize Enrollify or its third
party payment service provider to charge your Payment Method for any Provider
Fee Deposit, Provider Fees, Enrollify Fees, and any other amounts payable by
you hereunder upon such amounts becoming due and payable.</p>
<p class=Legal2L2 style='margin-left:0in'><b>6.5<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Benefits Administration System Data</b>. Certain features of the
Services may require Enrollee Data to be obtained from third party benefit
administrators that administer and/or facilitate enrollment of Enrollees (each
a “<b>Benefit Admin</b>”) and analyzed by Enrollify for your benefit. To the
extent you have registered for such Services, you are solely responsible for
obtaining, and you represent and warrant that you have obtained in writing, in
a form substantially similar to the form of consent provided at <a
href="https://docs.google.com/file/d/1GgNvFQiqB4TQjFabbLKbh9wSP6mYJyiU/edit?filetype=msword">here</a>
, all consents and authorizations from Employers for whom you request Enrollee
Data that are necessary to permit the applicable Ben Admin to provide the
necessary Enrollee Data to Enrollify for the purposes of providing the Services
to you. Upon Enrollify’s or Benefit Administrator’s request, you will promptly provide
a copy of such consents and authorizations. Any failure to obtain Enrollee Data
that is caused by: (a) your failure to obtain any necessary consent or
authorization; (b) an Enrollee’s or Employer’s revocation of such consent or
request that Enrollify no longer use or have access to any or all Enrollee
Data; or (c) a technical failure of a Ben Admin Provider will not give rise to
a termination of or right to terminate these Terms in whole or with respect to
the applicable Services or foreclose any payment obligations for the applicable
Services. </p>
<p class=Legal2L1 align=left style='margin-left:0in;text-align:left;text-indent:
0in'><a name="_Ref20166986"><b><span style='text-transform:uppercase'>7.<span
style='font:7.0pt "Times New Roman"'>
</span></span></b><b>SERVICE PROVIDER TERMS.</b></a> This Section applies
solely to the extent you access and use the Services as a Service Provider. </p>
<p class=Legal2L2 align=left style='margin-left:0in;text-align:left'><b>7.1<span
style='font:7.0pt "Times New Roman"'>
</span></b><b>Control of Provider Services</b>. You acknowledge and agree that:
</p>
<p class=Legal2L3 align=left style='margin-left:0in;text-align:left'><b>(a)<span
style='font:7.0pt "Times New Roman"'>
</span></b>you are responsible for reading the full request for Provider
Services before committing to perform any Provider Services;</p>
<p class=Legal2L3 align=left style='margin-left:0in;text-align:left'><b>(b)<span
style='font:7.0pt "Times New Roman"'>
</span></b>you decide when to log into the Services;</p>
<p class=Legal2L3 align=left style='margin-left:0in;text-align:left'><b>(c)<span
style='font:7.0pt "Times New Roman"'>
</span></b>you decide whether to accept, reject, or ignore introductions or
connections to Hiring Entities;</p>
<p class=Legal2L3 align=left style='margin-left:0in;text-align:left'><b>(d)<span
style='font:7.0pt "Times New Roman"'>
</span></b>Enrollify has no control over your performance of the Provider
Services in any respect;</p>
<p class=Legal2L3 align=left style='margin-left:0in;text-align:left'><b>(e)<span
style='font:7.0pt "Times New Roman"'>
</span></b>you are responsible for determining and negotiating with each Hiring
Entity the price for the Provider Services without any input or direction from
Enrollify;</p>
<p class=Legal2L3 align=left style='margin-left:0in;text-align:left'><b>(f)<span
style='font:7.0pt "Times New Roman"'>
</span></b>you do not receive supervision from or performance evaluations by
Enrollify;</p>
<p class=Legal2L3 align=left style='margin-left:0in;text-align:left'><b>(g)<span
style='font:7.0pt "Times New Roman"'>
</span></b>you are permitted to maintain your independent business and other Hiring
Entities without using the Services;</p>
<p class=Legal2L3 align=left style='margin-left:0in;text-align:left'><b>(h)<span
style='font:7.0pt "Times New Roman"'>
</span></b>you are not restricted from using competitive services or technology
platforms;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(i)<span style='font:7.0pt "Times New Roman"'>
</span></b>you retain the right to hire employees or subcontractors in
performing Provider Services, and acknowledges that these employees or
subcontractors will possess the licensing, skill and ability to provide Provider
Services; </p>
<p class=Legal2L3 style='margin-left:0in'><b>(j)<span style='font:7.0pt "Times New Roman"'>
</span></b>your opportunity for profit or loss is dependent on his or her own
managerial skill; </p>
<p class=Legal2L3 style='margin-left:0in'><b>(k)<span style='font:7.0pt "Times New Roman"'>
</span></b>you solely control the amount of your investment in the Provider
Services, including expenses on training and tools; </p>
<p class=Legal2L3 style='margin-left:0in'><b>(l)<span style='font:7.0pt "Times New Roman"'>
</span></b>you exclusively control your performance of the Provider Services,
including, but not limited to, possessing the requisite skills, credentials and
training to perform Provider Services that you accept hereunder; and </p>
<p class=Legal2L3 style='margin-left:0in'><b>(m)<span style='font:7.0pt "Times New Roman"'>
</span></b>you will not be required to perform any particular volume of Provider
Services for any particular period and nothing will guarantee you a particular
volume of business for any particular period.</p>
<p class=Legal2L2 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>7.2<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Enrollify Services Fees</b>. In consideration of your use of the
Services, Service Provider will owe the Enrollify Fee of 7.5% on all monies
processed through the Enrollify system unless otherwise stipulated and or
covered by the Hiring Entity. This fee may be modified on a going forward basis
without affect to any Services Contract then in effect. Such Enrollify Fees
will be deducted from Provider Fees paid by Hiring Entities via the Services
under Service Contracts to which you are a party. You understand and agree that
such Enrollify Fees will be deducted from Provider Fees payable to you through
the Services under a Services Contract, and you hereby authorize Enrollify or
its third-party payment service provider to collect the Enrollify Fees from such
Provider Fees <a href="https://trolley.com/legal-agreements/">https://trolley.com/legal-agreements/</a>.<span
style='font-size:10.0pt'> </span></p>
<p class=Legal2L2 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><a name="_Ref20167319"><b>7.3<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Provider Fees</b></a>. You will earn the Provider Fees for Services
Contracts to which you are a party, which may include Flat Fees and Incentive
Fees. All Provider Fees payable to you under a Services Contract, net of any Enrollify
Fees of 7.5%, will be paid to your Payment Method within a commercially
reasonable time after the Hiring Entity’s verification and payment of the
Service Contract Fees to be paid, but in no event later than 5 business days
after the applicable Provider Fee Payment Date assuming that the Provider Fees
have been. Enrollify retains the right, in its sole discretion, to place a hold
on any payment for completed Provider Services. For the avoidance of doubt,
Enrollify is not a guarantor of payment and our obligations under this Section 7.3 are subject to payment in full by the Hiring Entity.</p>
<p class=Legal2L2 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>7.4<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Service Provider’s Business</b>. You affirm that you: (a) are self-employed,
maintain and operate a professional services business that is separate and
independent from Enrollify; (b) hold yourself out to the public as
independently competent and available to provide Provider Services; and (c)
have obtained and/or expect to obtain Hiring Entities for whom Service Provider
performs Provider Services through other means other than Enrollify and prior
to entering into these Terms. You acknowledge that you have not and will not
develop, maintain or otherwise operate the Services; rather, you use the Services
to acquire opportunities to perform Provider Services. You have the right to
sub-contract any of your obligations hereunder provided that: (i) the prior
written consent of Enrollify is first obtained; (ii) all sub-contractors sign
an agreement with you containing terms and conditions substantially similar to
this Section in a form provided by Enrollify; (iii) by accessing and using the Services,
you acknowledges that you shall remain fully liable for the due performance of your
obligations under these Terms.</p>
<p class=Legal2L2 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><a name="_Ref18849504"><b>7.5<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Service Provider Responsibilities</b></a>. In connection with
your performance of Provider Services, or prior thereto, you agree that: </p>
<p class=Legal2L3 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>(a)<span style='font:7.0pt "Times New Roman"'>
</span></b>you will maintain, and supply Enrollify with a true and accurate
copy of all licenses with the appropriate level of certification required to provide
Provider Services, and proof of requisite insurance coverage;</p>
<p class=Legal2L3 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>(b)<span style='font:7.0pt "Times New Roman"'>
</span></b>you represent and warrant that all information provided by you is
accurate and complies with relevant law, and you will immediately notify
Enrollify of any change in any such information;</p>
<p class=Legal2L3 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>(c)<span style='font:7.0pt "Times New Roman"'>
</span></b>as a condition of doing business with Enrollify, you will maintain
current insurance, in amounts and of types required by law to provide the Provider
Services, at your own expense; </p>
<p class=Legal2L3 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>(d)<span style='font:7.0pt "Times New Roman"'>
</span></b>you will deliver to Enrollify: (i) upon request, current
certificates of insurance as proof of coverage; (ii) updated certificates each
time Service Provider purchases, renews, or alters Service Provider’s insurance
coverage; (iii) at least thirty (30) days’ prior written notice before
cancellation of any insurance policy required by these Terms;</p>
<p class=Legal2L3 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>(e)<span style='font:7.0pt "Times New Roman"'>
</span></b><b>you will maintain workers’ compensation insurance as required by
all applicable laws in the state and locality in which you perform Provider
Services, or, if permitted by law, choose to either insure yourself against
industrial injuries by maintaining occupational accident insurance in place of
workers’ compensation insurance, or not insure yourself against industrial
injuries at all at your own risk;</b></p>
<p class=Legal2L3 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>(f)<span style='font:7.0pt "Times New Roman"'>
</span></b>you assume complete responsibility for all Provider Services you
perform or commit to perform and for compliance with all laws, regulations, and
professional ethical guidelines and standards pertaining to Provider Services; </p>
<p class=Legal2L3 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>(g)<span style='font:7.0pt "Times New Roman"'>
</span></b>you represent and warrant that any information pertaining to your
performance of any Provider Services, including any information used in
calculating any Service Contract Fees, provided, uploaded, or submitted by you
to Enrollify, the Services, or a Hiring Entity is, and will be kept true,
accurate, and complete;</p>
<p class=Legal2L3 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>(h)<span style='font:7.0pt "Times New Roman"'>
</span></b>you will not, during the performance of any Provider Services, sell,
attempt to sell, or promote products or services other than those the
applicable Hiring Entity requests that you sell, attempt to sell or promote; and</p>
<p class=Legal2L3 style='margin-top:0in;margin-right:0in;margin-bottom:12.0pt;
margin-left:0in'><b>(i)<span style='font:7.0pt "Times New Roman"'>
</span></b>you represent and warrant that you are not subject to any suit,
action, claim, arbitration or legal, administrative or other proceeding, or
government or professional investigation, pending or threatened or affecting your
ability to perform Provider Services, and will immediately inform Enrollify of
any such action.</p>
<p class=Legal2L2 style='text-indent:0in'>You acknowledge and a breach of this Section
7.5 is a material breach of these Terms and shall be grounds for Enrollify
terminating these Terms (and deactivating Service Provider from the Services)
in accordance with these Terms.</p>
<p class=Legal2L2 style='margin-left:0in'><b>7.6<span style='font:7.0pt "Times New Roman"'>
</span></b><b>No Employment Relationship; No Legal or Other Advice</b>. Neither
these terms nor your performance under these Terms shall create an association,
partnership, joint venture, or relationship of principal and agent, master and
servant, or employer and employee, between Enrollify or its affiliates and you,
or between Enrollify or its affiliates and your employees and agents. Enrollify
and you agree that you and your employees and agents will receive no Enrollify-sponsored
benefits from Enrollify or its affiliates where benefits include, but are not
limited to, paid vacation, sick leave, medical insurance and 401k
participation. If you or your employees or agents, are reclassified by a state
or federal agency or court as Enrollify’s employee, you or your employees or
agents, as applicable, will become a reclassified employee and will receive no
benefits from Enrollify or its affiliates, except those mandated by state or
federal law, even if by the terms of Enrollify’s benefit plans or programs of
Enrollify in effect at the time of such reclassification, you or your employees
or agents, as applicable, would otherwise be eligible for such benefits. You
acknowledge your sole responsibility for complying with all federal, state and
local tax filing and payment obligations that pertain to any remuneration
received from Users or as facilitated by Enrollify (or its affiliates or
agents) in connection with these Terms, including your sole responsibility for
all tax withholding, Social Security, Worker’s Compensation Insurance, FICA,
unemployment compensation, medical insurance, life insurance, paid vacations,
paid holidays, pensions, and other obligations or benefits. You acknowledge
that Enrollify is not rendering legal, tax, or investment advice, nor is
Enrollify a fiduciary of you. Accordingly, you acknowledge that you may seek
advice from an appropriate professional to comply with any and all applicable
federal, state, and local laws or ordinances. </p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><a name="_Ref18864717"><b><span
style='text-transform:uppercase'>8.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>RELEASE.</b></a> Enrollify expressly disclaims any
liability that may arise between Users of its Services. Because Enrollify is
not involved in the actual contract between Users or in the completion of any Provider
Services, in the event that you have a dispute with one or more Users, including
with respect to the performance of or failure to perform any Provider Services,
the amount or sufficiency of any Provider Fees, or the authorization to release
or failure to authorize the release of any Provider Fees, you hereby release Enrollify
(and our officers, directors, agents, investors, subsidiaries, and employees)
from any and all claims, demands, or damages (actual or consequential) of every
kind and nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with such disputes.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in;page-break-after:avoid'><a
name="_Ref20167015"><b><span style='text-transform:uppercase'>9.<span
style='font:7.0pt "Times New Roman"'>
</span></span></b><b>RESPONSIBILITY FOR CONTENT.</b></a></p>
<p class=Legal2L2 style='margin-left:0in;page-break-after:avoid'><a
name="_Ref18691520"><b>9.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Types of Content.</b></a> You acknowledge that all Content
contained in the Enrollify Properties, is the sole responsibility of the party
from whom such Content originated. This means that you, and not Enrollify, are
entirely responsible for all Content that you upload, post, e-mail, transmit or
otherwise make available (<b>“Make Available”</b>) through the Enrollify
Properties (<b>“Your Content”</b>), and other Users of the Enrollify Properties,
and not Enrollify, are similarly responsible for all Content they Make
Available through the Enrollify Properties (<b>“User Content”</b>).</p>
<p class=Legal2L2 style='margin-left:0in'><b>9.2<span style='font:7.0pt "Times New Roman"'>
</span></b><b>No Obligation to Pre-Screen Content. </b>You acknowledge that Enrollify
has no obligation to pre-screen Content (including, but not limited to, Your
Content and User Content), although Enrollify reserves the right in its sole
discretion to pre-screen, refuse or remove any Content. By entering into the
Terms, you hereby provide your irrevocable consent to such monitoring. You
acknowledge and agree that you have no expectation of privacy concerning the
transmission of Your Content, including without limitation chat, text, or voice
communications. In the event that Enrollify pre-screens, refuses or removes any
Content, you acknowledge that Enrollify will do so for Enrollify’s benefit, not
yours. Without limiting the foregoing, Enrollify shall have the right to remove
any Content that violates the Terms or is otherwise objectionable. Enrollify is
not responsible for and does not control User Content. Enrollify does not
approve, endorse or make any representations or warranties with respect to User
Content. You use all User Content at your own risk.</p>
<p class=Legal2L2 style='margin-left:0in'><b>9.3<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Storage. </b>Unless expressly agreed to by Enrollify in writing
elsewhere, Enrollify has no obligation to store any of Your Content that you
Make Available on the Enrollify Properties. Enrollify has no responsibility or
liability for the deletion or accuracy of any Content, including Your Content;
the failure to store, transmit or receive transmission of Content; or the
security, privacy, storage, or transmission of other communications originating
with or involving use of the Enrollify Properties. Certain Services may enable
you to specify the level at which such Services restrict access to Your
Content. You are solely responsible for applying the appropriate level of
access to Your Content. If you do not choose, the system may default to its
most permissive setting. You agree that Enrollify retains the right to create
reasonable limits on Enrollify’s use and storage of Content, including Your
Content. </p>
<p class=Legal2L2 style='margin-left:0in'><b>9.4<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Enrollee Data</b></p>
<p class=Legal2L3 style='margin-left:0in'><b>(a)<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Enrollee Data You Submit</b>. Certain features of the Service may
permit you to upload Enrollee Data to the Services and share Enrollee Data with
a Service Provider or Hiring Entity with whom you have entered into a Service
Contract. You represent and warrant that you have all necessary consents,
authorizations, rights, and permissions to provide such Enrollee Data and to
permit Enrollify to use such Enrollee Data in accordance with these Terms. </p>
<p class=Legal2L3 style='margin-left:0in'><b>(b)<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Our Use of Enrollee Data</b>. Notwithstanding anything to the
contrary herein, Enrollify will only use Enrollee Data for the purpose of
providing the Services to you and, solely on an aggregate and anonymous basis,
for our business purposes, including to confirm any amounts paid or payable by
you hereunder. ENROLLIFY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO
THE ACCURACY OR COMPLETENESS OF ANY ENROLLEE DATA OR ANY ANALYSIS BASED
THEREON.</p>
<p class=Legal2L1 align=left style='margin-left:0in;text-align:left;text-indent:
0in'><a name="_Ref20167021"><b><span style='text-transform:uppercase'>10.<span
style='font:7.0pt "Times New Roman"'>
</span></span></b><b>OWNERSHIP.</b></a></p>
<p class=Legal2L2 style='margin-left:0in'><b>10.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Enrollify Properties.</b> Except with respect to Your Content,
you agree that Enrollify and its licensors own all rights, title and interest
in the Enrollify Properties (including, but not limited to, any computer code,
themes, objects, characters, character names, stories, dialogue, concepts,
artwork, animations, sounds, musical compositions, audiovisual effects, methods
of operation, moral rights, and documentation). You will not remove, alter or
obscure any copyright, trademark, service mark or other proprietary rights
notices incorporated in or accompanying the Enrollify Properties.</p>
<p class=Legal2L2 style='margin-left:0in'><b>10.2<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Trademarks.</b> Enrollify’s name and other related graphics,
logos, service marks and trade names used on or in connection with the Enrollify
Properties are the trademarks of Enrollify and may not be used without
permission in connection with any third-party products or services. Other
trademarks, service marks and trade names that may appear on or in the Enrollify
Properties are the property of their respective owners.</p>
<p class=Legal2L2 style='margin-left:0in'><b>10.3<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Other Content.</b> Except with respect to Your Content, you agree
that you have no right or title in or to any Content that appears on or in the Enrollify
Properties.</p>
<p class=Legal2L2 style='margin-left:0in'><b>10.4<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Your Content.</b> Enrollify does not claim ownership of Your
Content. However, when you as a User post or publish Your Content on or in the Enrollify
Properties, you represent that you own and/or have a royalty-free, perpetual,
irrevocable, worldwide, non-exclusive right (including any moral rights) and
license to use, license, reproduce, modify, adapt, publish, translate, create
derivative works from, distribute, derive revenue or other remuneration from,
and communicate to the public, perform and display Your Content (in whole or in
part) worldwide and/or to incorporate it in other works in any form, media or
technology now known or later developed, for the full term of any worldwide
intellectual property right that may exist in Your Content. </p>
<p class=Legal2L2 style='margin-left:0in'><b>10.5<span style='font:7.0pt "Times New Roman"'>
</span></b><b>License to Your Content.</b> Subject to any applicable account
settings that you select, you grant Enrollify a fully paid, royalty-free,
perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully
sublicensable right (including any moral rights) and license to use, license,
distribute, reproduce, modify, adapt, publicly perform, and publicly display,
Your Content (in whole or in part) for the purposes of operating and providing
the Enrollify Properties to you and to our other Users. Please remember that
other Users may search for, see, use, modify and reproduce any of Your Content
that you submit to any “public” area of the Enrollify Properties. You warrant
that the holder of any worldwide intellectual property right, including moral
rights, in Your Content, has completely and effectively waived all such rights
and validly and irrevocably granted to you the right to grant the license
stated above<b>. </b>You agree that you, not Enrollify, are responsible for all
of Your Content that you Make Available on or in the Enrollify Properties.</p>
<p class=Legal2L2 style='margin-left:0in'><b>10.6<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Username.</b> Notwithstanding anything contained herein to the
contrary, by submitting Your Content to any forums, comments or any other area
on the Enrollify Properties, you hereby expressly permit Enrollify to identify
you by your username (which may be a pseudonym) as the contributor of Your
Content in any publication in any form, media or technology now known or later
developed in connection with Your Content.</p>
<p class=Legal2L2 style='margin-left:0in'><b>10.7<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Your Account.</b> Notwithstanding anything to the contrary
herein, you acknowledge and agree that you shall have no ownership or other
property interest in your Account, and you further acknowledge and agree that
all rights in and to your Account are and shall forever be owned by and inure
to the benefit of Enrollify. </p>
<p class=Legal2L2 style='margin-left:0in'><b>10.8<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Feedback.</b> You agree that submission of any ideas,
suggestions, documents, and/or proposals to Enrollify through its suggestion,
feedback, wiki, forum or similar pages (<b>“Feedback”</b>) is at your own risk
and that Enrollify has no obligations (including without limitation obligations
of confidentiality) with respect to such Feedback. You represent and warrant
that you have all rights necessary to submit the Feedback. You hereby grant to Enrollify
a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive,
and fully sublicensable right and license to use, reproduce, perform, display,
distribute, adapt, modify, re-format, create derivative works of, and otherwise
commercially or non-commercially exploit in any manner, any and all Feedback,
and to sublicense the foregoing rights, in connection with the operation and
maintenance of the Enrollify Properties.</p>
<p class=Legal2L2 style='margin-left:0in'><b>10.9<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Reviews. </b>The Services host Content that is related to reviews
of certain Users. You acknowledge and agree that Users may post reviews about
you. Such reviews are opinions and are not the opinion of Enrollify, have not
been verified by Enrollify, and each User should undertake his or her own
research to be satisfied concerning any specific User. You agree that Enrollify
is not liable for any such Content.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><b><span
style='text-transform:uppercase'>11.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>USER CONDUCT.</b> While using or accessing the Enrollify
Properties you agree that you will not, under any circumstances:</p>
<p class=Legal2L3 style='margin-left:0in;text-indent:.5in'><b>(a)<span
style='font:7.0pt "Times New Roman"'>
</span></b>breach or circumvent any laws, third party rights or our systems,
policies, or determinations of your Account status;</p>
<p class=Legal2L3 style='margin-left:0in;text-indent:.5in'><b>(b)<span
style='font:7.0pt "Times New Roman"'>
</span></b>interfere with or damage Enrollify Properties, including, without
limitation, through the use of viruses, cancel bots, Trojan horses, harmful
code, flood pings, denial-of-service attacks, packet or IP spoofing, forged
routing or electronic mail address information, or similar methods or
technology;</p>
<p class=Legal2L3 style='margin-left:0in;text-indent:.5in'><b>(c)<span
style='font:7.0pt "Times New Roman"'>
</span></b>take any action that may undermine our feedback or ratings systems;</p>
<p class=Legal2L3 style='margin-left:0in;text-indent:.5in'><b>(d)<span
style='font:7.0pt "Times New Roman"'>
</span></b>transfer your Account or username to another party without our
consent;</p>
<p class=Legal2L3 style='margin-left:0in;text-indent:.5in'><b>(e)<span
style='font:7.0pt "Times New Roman"'>
</span></b>bypass our robot exclusion headers, interfere with the working of the
Enrollify Properties, or impose an unreasonable or disproportionately large
load on our infrastructure; </p>
<p class=Legal2L3 style='margin-left:0in;text-indent:.5in'><b>(f)<span
style='font:7.0pt "Times New Roman"'>
</span></b>Make Available any unsolicited or unauthorized advertising,
promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,”
or any other form of solicitation;</p>
<p class=Legal2L3 style='margin-left:0in;text-indent:.5in'><b>(g)<span
style='font:7.0pt "Times New Roman"'>
</span></b>use the Enrollify Properties or the Services to collect, harvest,
transmit, distribute, post or submit any information concerning any other
person or entity, including without limitation, photographs of others without their
permission, personal contact information or credit, debit, calling card or
account numbers; or</p>
<p class=Legal2L3 style='margin-left:0in;text-indent:.5in'><b>(h)<span
style='font:7.0pt "Times New Roman"'>
</span></b>Make Available any Content that (i) is unlawful, tortious,
defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise
objectionable; (ii) violates, or encourages any conduct that would violate, any
applicable law or regulation or would give rise to civil liability; (iii)
promotes discrimination, bigotry, racism, hatred, harassment or harm against
any individual or group; (iv) is violent or threatening, or promotes violence
or actions that are threatening to any other person; or (v) promotes illegal or
harmful activities.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><a name="_Ref20167029"><b><span
style='text-transform:uppercase'>12.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>INVESTIGATIONS.</b></a> Enrollify may, but is not
obligated to, monitor or review the Enrollify Properties and Content at any
time. Although Enrollify does not generally monitor User activity occurring in
connection with the Enrollify Properties or Content, if Enrollify becomes aware
of any possible violations by you of any provision of the Terms, Enrollify
reserves the right to investigate such violations, and Enrollify may, at its
sole discretion, immediately terminate your license to use the Enrollify
Properties, or change, alter or remove Your Content, in whole or in part,
without prior notice to you.</p>
<p class=Legal2L1 align=left style='margin-left:0in;text-align:left;text-indent:
0in'><a name="_Ref20167032"><b><span style='text-transform:uppercase'>13.<span
style='font:7.0pt "Times New Roman"'>
</span></span></b><b>INTERACTIONS WITH OTHER USERS.</b></a></p>
<p class=Legal2L2 style='margin-left:0in'><b>13.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>User Responsibility. </b>You are solely responsible for your
interactions with other Users of the Enrollify Properties and any other parties
with whom you interact through the Enrollify Properties; provided, however,
that Enrollify reserves the right, but has no obligation, to intercede in such
disputes.</p>
<p class=Legal2L2 style='margin-left:0in'><a name="_Ref18851016"><b>13.2<span
style='font:7.0pt "Times New Roman"'>
</span></b><b>Non-Solicitation</b></a>. You
acknowledge and agree not to solicit or attempt to solicit any third party that
is using our platform for their own business or commercial purposes. This
includes, but is not limited to, reaching out to other users or vendors via
email, telephone, social media, or any other means of communication for the
purpose of offering competing products or services. Violation of this provision
may result in termination of your account and legal action. This
non-solicitation provision is intended to protect the integrity and
functionality of our marketplace and the businesses that rely on it.</p>
<p class=Legal2L2 style='margin-left:0in'><b>13.3<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Non-Circumvention.</b> You acknowledge and agree that a
substantial portion of the compensation Enrollify receives for making the
Marketplace Services available to you is collected through the Enrollify Fees
described in Section 4. Enrollify only receives Enrollify Fees for Marketplace
Services when a Hiring Entity and a Service Provider pay and receive payment
via the Services. Therefore, for 24 months from the time you identify or are
identified by any User through the Marketplace Services (the “<b>Non-Circumvention
Period</b>”), you agree to use the Marketplace Services as your exclusive
method to request, make, and receive all payments with that User for Provider
Services or otherwise arising out of your relationship with that User. For the
avoidance of doubt, if you did not identify or were not identified by another
User through the Services, such as if you and another User worked together
before meeting on the Services, then the Non-Circumvention Period does not
apply; provided that any payment of Provider Fees for Provider Services
contracted for through the Marketplace Services must be made through the
Marketplace Services. You agree not to circumvent the payment methods offered
by the Marketplace Services. By way of illustration and not in limitation of
the foregoing, you agree not to:</p>
<p class=Legal2L3 style='margin-left:0in'><b>(a)<span style='font:7.0pt "Times New Roman"'>
</span></b>submit proposals or solicit parties identified through the
Marketplace Services to contract, hire, work with, or pay outside the
Marketplace Services;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(b)<span style='font:7.0pt "Times New Roman"'>
</span></b>accept proposals or solicit parties identified through the
Marketplace Services to contract, invoice, or receive payment outside the
Marketplace Services;</p>
<p class=Legal2L3 style='margin-left:0in'><b>(c)<span style='font:7.0pt "Times New Roman"'>
</span></b>report on the Marketplace Services any payment amount lower than
that actually agreed between Users; or</p>
<p class=Legal2L3 style='margin-left:0in'><b>(d)<span style='font:7.0pt "Times New Roman"'>
</span></b>refer a User you identified on the Marketplace Services to a
third-party who is not a User of the Marketplace Services for purposes of
making or receiving payments that should otherwise be made or received through
the Marketplace Services.</p>
<p class=Legal2L2 style='text-indent:0in'>You agree to notify Enrollify
immediately if a User suggests making or receiving payments outside of the
Marketplace Services in violation of this Section 13.3.
</p>
<p class=Legal2L1 align=left style='margin-left:0in;text-align:left;text-indent:
0in'><b><span style='text-transform:uppercase'>14.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>THIRD-PARTY SERVICES.</b></p>
<p class=Legal2L2 style='margin-left:0in'><b>14.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Third-Party Websites & Ads.</b> The Enrollify Properties may
contain links to third-party websites (<b>“Third-Party Websites”</b>) and
applications (<b>“Third Party Applications”</b>) and advertisements (<b>“Third
Party Ads”</b>) for third parties (collectively, <b>“Third-Party Websites &
Ads”</b>). When you click on a link to a Third-Party Website, Third Party
Application or Third Party Ad, we will not warn you that you have left the Enrollify
Properties and are subject to the terms and conditions (including privacy
policies) of another website or destination. Such Third-Party Websites, Third
Party Applications or Third Party Ads are not under the control of Enrollify. Enrollify
is not responsible for any Third-Party Websites, Third Party Applications or
and Third Party Ads. Enrollify provides these Third-Party Websites, Third Party
Applications and Third Party Ads only as a convenience and does not review,
approve, monitor, endorse, warrant, or make any representations with respect to
Third-Party Websites, Third Party Applications and Third Party Ads, or their
products or services. You use all links in Third-Party Websites, Third Party
Applications and Third Party Ads at your own risk. When you leave our Website,
our Terms and policies no longer govern. You should review applicable terms and
policies, including privacy and data gathering practices, of any Third-Party
Websites or Third Party Applications, and should make whatever investigation
you feel necessary or appropriate before proceeding with any transaction with
any third party. </p>
<p class=Legal2L2 style='margin-left:0in'><b>14.2<span style='font:7.0pt "Times New Roman"'>
</span></b><b>App Stores.</b> You acknowledge and agree that the availability
of the Application and the Services is dependent on the third party from which
you received the Application license, e.g., the Apple iPhone or Android app
stores (<b>“App Store”</b>). You acknowledge that the Terms are between you and
Enrollify and not with the App Store. Enrollify, not the App Store, is solely
responsible for the Enrollify Properties, including the Application, the
content thereof, maintenance, support services, and warranty therefor, and
addressing any claims relating thereto (e.g., product liability, legal
compliance or intellectual property infringement). In order to use the
Application, you must have access to a wireless network, and you agree to pay
all fees associated with such access. You also agree to pay all fees (if any)
charged by the App Store in connection with the Enrollify Properties, including
the Application. You agree to comply with, and your license to use the
Application is conditioned upon your compliance with, all applicable
third-party terms of agreement (e.g., the App Store’s terms and policies) when
using the Enrollify Properties, including the Application. You acknowledge that
the App Store (and its subsidiaries) are third-party beneficiaries of the Terms
and will have the right to enforce them. Furthermore, with respect to any
Application accessed through or downloaded from the Apple App Store (an<b> </b>“<b>App
Store Sourced Application</b>”), you will only use the App Store Sourced
Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary
operating system) and (b) as permitted by the “Usage Rules” set forth in the
Apple App Store Terms of Service.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><a name="_Ref18864795"><b><span
style='text-transform:uppercase'>15.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>Enrollee Communication Services.</b> Certain features of
the Services may permit you to send messages and/or emails to third parties (“<b>Communication
Features</b>”). You acknowledge and agree that: (a) you are solely responsible
for the content of the correspondences you send using Communication Features;
and (b) you, not Enrollify, are the sender of such correspondences. If you use
any Communication Features, you represent and warrant that: (i) you have all
necessary rights and authorizations to contact Enrollees; (ii) your use of such
features will at all times comply with applicable laws, including the Telephone
Consumer Protection Act; (iii) you will not take any action or make any
omission to make any correspondence appear as though it is being sent by
Enrollify.</a></p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><a name="_Ref20167037"><b><span
style='text-transform:uppercase'>16.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>INDEMNIFICATION. </b></a>You agree to indemnify and hold Enrollify,
its parents, subsidiaries, affiliates, officers, employees, agents, partners
and licensors (collectively, the <b>“Enrollify Parties”</b>) harmless from any
losses, costs, liabilities and expenses (including reasonable attorneys’ fees)
relating to or arising out of: (1) Your Content; (2) your use of, or inability
to use, the Enrollify Properties; (3) your violation of the Terms; (4) your
violation of any rights of another party, including any Users; (5) the actual
or alleged negligence or intentional wrongdoing of you or persons under your
control; (6) any liability for your payment or non-payment of federal, state,
or local taxes, or other withholdings; (7) Services Contracts to which you are
a party or your interactions with other Users; (8) your violation of any
applicable laws, rules or regulations; or (9) to the extent you are a Hiring
Entity, our access to or use of any Enrollee Data in accordance with these
Terms. Enrollify reserves the right, at its own cost, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you,
in which event you will fully cooperate with Enrollify in asserting any
available defenses. You agree that the provisions in this section will survive
any termination of your Account, the Terms or your access to the Enrollify Properties.</p>
<p class=Legal2L1 align=left style='margin-left:0in;text-align:left;text-indent:
0in'><a name="_Ref18864690"><b><span style='text-transform:uppercase'>17.<span
style='font:7.0pt "Times New Roman"'>
</span></span></b><b>DISCLAIMER OF WARRANTIES AND CONDITIONS.</b></a></p>
<p class=Legal2L2 style='margin-left:0in'><b>17.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>As Is.</b> YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT
PERMITTED BY APPLICABLE LAW, YOUR USE OF THE ENROLLIFY PROPERTIES IS AT YOUR
SOLE RISK, AND ENROLLIFY PROPERTIES AND THE SERVICES ARE PROVIDED ON AN “AS IS”
AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. ENROLLIFY PARTIES EXPRESSLY DISCLAIM
ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(a)<span style='font:7.0pt "Times New Roman"'>
</span></b>ENROLLIFY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION
THAT: (i) THE ENROLLIFY PROPERTIES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE
OF THE ENROLLIFY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR
ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ENROLLIFY
PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (iv) ANY ERRORS IN THE ENROLLIFY
PROPERTIES WILL BE CORRECTED.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(b)<span style='font:7.0pt "Times New Roman"'>
</span></b>ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE ENROLLIFY
PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR
COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE ENROLLIFY PROPERTIES, OR
ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(c)<span style='font:7.0pt "Times New Roman"'>
</span></b>THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER
DISRUPTIONS. ENROLLIFY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH
RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS,
REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(d)<span style='font:7.0pt "Times New Roman"'>
</span></b>NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ENROLLIFY
OR THROUGH THE ENROLLIFY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE
HEREIN.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(e)<span style='font:7.0pt "Times New Roman"'>
</span></b><span style='text-transform:uppercase'>From time to time, Enrollify
may offer new “beta” features or tools with which its users may experiment. Such
features or tools are offered solely for experimental purposes and without any
warranty of any kind, and may be modified or discontinued at Enrollify’s sole
discretion. The provisions of this section apply with full force to such
features or tools.</span></p>
<p class=Legal2L2 style='margin-left:0in'><b>17.2<span style='font:7.0pt "Times New Roman"'>
</span></b><b>No Liability for Conduct of Third Parties.</b> YOU ACKNOWLEDGE
AND AGREE THAT ENROLLIFY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO
HOLD ENROLLIFY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING
OPERATORS OF EXTERNAL SITES OR OTHER USERS, AND THAT THE RISK OF INJURY FROM
SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(a)<span style='font:7.0pt "Times New Roman"'>
</span></b>ENROLLIFY MAKES NO WARRANTY THAT THE SERVICES PROVIDED BY THIRD
PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED,
SECURE, OR ERROR-FREE BASIS. ENROLLIFY MAKES NO WARRANTY REGARDING THE QUALITY
OF ANY SUCH SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS
OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE ENROLLIFY PROPERTIES.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(b)<span style='font:7.0pt "Times New Roman"'>
</span></b>WE ARE NOT INVOLVED IN THE SERVICE CONTRACTS BETWEEN SERVICE
PROVIDERS AND HIRING ENTITIES. WHILE WE MAY HELP FACILITATE THE RESOLUTION OF
DISPUTES THROUGH VARIOUS PROGRAMS, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE
THE QUALITY OF BROKER SERVICES, THE TRUTH OR ACCURACY OF USER CONTENT OR REQUESTS
FOR BROKER SERVICES, THE PHYSICAL OR LEGAL ABILITY OF BROKERS TO PERFORM BROKER
SERVICES, THE ABILITY OF HIRING ENTITIES TO PAY FOR BROKER SERVICES, OR THAT
BROKER WILL ACTUALLY COMPLETE ANY BROKER SERVICES.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(c)<span style='font:7.0pt "Times New Roman"'>
</span></b>WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE ENROLLIFY
PROPERTIES AND OPERATION OF THE ENROLLIFY PROPERTIES MAY BE INTERFERED WITH BY
NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. ACCORDINGLY, TO THE EXTENT LEGALLY
PERMITTED, WE EXCLUDE ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS.</p>
<p class=Legal2L1 align=left style='margin-left:0in;text-align:left;text-indent:
0in'><a name="_Ref18864674"><b><span style='text-transform:uppercase'>18.<span
style='font:7.0pt "Times New Roman"'>
</span></span></b><b>LIMITATION OF LIABILITY.</b></a></p>
<p class=Legal2L2 style='margin-left:0in'><b>18.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Disclaimer of Certain Damages.</b> YOU UNDERSTAND AND AGREE THAT
IN NO EVENT SHALL ENROLLIFY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THE ENROLLIFY PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES
RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT ENROLLIFY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR
BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE
TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF
THE ENROLLIFY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE
USE OR INABILITY TO USE THE ENROLLIFY PROPERTIES; (b) THE COST OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR
SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED
INTO THROUGH THE ENROLLIFY PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION
OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON
THE ENROLLIFY PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO THE ENROLLIFY
PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.</p>
<p class=Legal2L2 style='margin-left:0in'><b>18.2<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Cap on Liability.</b> UNDER NO CIRCUMSTANCES WILL ENROLLIFY
PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY ENROLLIFY AS A
RESULT OF YOUR USE OF THE ENROLLIFY PROPERTIES. IF YOU HAVE NOT PAID ENROLLIFY
ANY AMOUNTS ENROLLIFY’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY
DOLLARS ($50).</p>
<p class=Legal2L2 style='margin-left:0in'><b>18.3<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Exclusion of Damages. </b>CERTAIN JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR
ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT
HAVE ADDITIONAL RIGHTS.</p>
<p class=Legal2L2 style='margin-left:0in'><b>18.4<span style='font:7.0pt "Times New Roman"'>
</span></b><b>User Content.</b> ENROLLIFY PARTIES ASSUME NO RESPONSIBILITY FOR
THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT
(INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER
COMMUNICATIONS OR PERSONALIZATION SETTINGS.</p>
<p class=Legal2L2 style='margin-left:0in'><b>18.5<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Basis of the Bargain.</b> THE LIMITATIONS OF DAMAGES SET FORTH
ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ENROLLIFY
AND YOU.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><a name="_Ref20167054"><b><span
style='text-transform:uppercase'>19.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.</b></a>
It is Enrollify’s policy to terminate membership privileges of any User who
repeatedly infringes copyright upon prompt notification to Enrollify by the
copyright owner or the copyright owner’s legal agent. Without limiting the
foregoing, if you believe that your work has been copied and posted on the Enrollify
Properties in a way that constitutes copyright infringement, please provide our
Copyright Agent with the following information: (1) an electronic or physical
signature of the person authorized to act on behalf of the owner of the
copyright interest; (2) a description of the copyrighted work that you claim
has been infringed; (3) a description of the location on the Enrollify
Properties of the material that you claim is infringing; (4) your address,
telephone number and e-mail address; (5) a written statement by you that you
have a good faith belief that the disputed use is not authorized by the
copyright owner, its agent or the law; and (6) a statement by you, made under
penalty of perjury, that the above information in your notice is accurate and
that you are the copyright owner or authorized to act on the copyright owner’s
behalf. Contact information for Enrollify’s Copyright Agent for notice of
claims of copyright infringement is as follows: Adam H. Michaels, CEO/ Founder 12100
Wilshire Blvd, 8<sup>th</sup> floor Los Angeles CA 90049.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><b><span
style='text-transform:uppercase'>20.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>TERMINATION AND SUSPENSION. </b>Enrollify may terminate or
suspend these Terms or your right to access and use the Enrollify Properties at
any time for any or no reason. We may cancel unconfirmed Accounts or Accounts
that have been inactive for a long time, or modify or discontinue our Services.
You may cease use of the Services at any time; provided that the Terms will
remain in full force and effect with respect to any Services Contract to which
you are a party and any payment obligations. Without limitation, Enrollify may
terminate or suspend your right to use the Enrollify Properties if: (1) you
breach any provision of the Terms or any policy of Enrollify posted through the
Enrollify Properties from time to time; (2) Enrollify otherwise finds that you
have engaged in inappropriate and/or offensive behavior; (3) Enrollify believes
you are creating problems or possible legal liabilities; (4) Enrollify believes
such action will improve the security of our community or reduce another User’s
exposure to financial liabilities if Enrollify believes you are infringing the
rights of third parties; (5) Enrollify believes you are acting inconsistently with
the spirit of these Terms; (6) despite our reasonable endeavors, Enrollify is
unable to verify or authenticate any information you provide; or (7) you fail
to pay all fees due for our Services by the payment due date. In addition to
terminating or suspending your Account, Enrollify reserves the right to take
appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress. Even after your right to use the Services is,
or these Terms are terminated or suspended, these Terms will remain enforceable
against you, and any provisions that by their nature should survive any
termination of these Terms, including Sections 4, 6, 7, 8,
9, 10, 12, 13, 16, 17, 18, 19, 22, and 24.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><b><span
style='text-transform:uppercase'>21.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>VIOLATIONS.</b> If Enrollify becomes aware of any possible
violations by you of the Terms, Enrollify reserves the right to investigate
such violations. If, as a result of the investigation, Enrollify believes that
criminal activity has occurred, Enrollify reserves the right to refer the
matter to, and to cooperate with, any and all applicable legal authorities. Enrollify
is entitled, except to the extent prohibited by applicable law, to disclose any
information or materials on or in the Enrollify Properties, including Your
Content, in Enrollify’s possession in connection with your use of the Enrollify
Properties, to (1) comply with applicable laws, legal process or governmental
request; (2) enforce the Terms, (3) respond to any claims that Your Content
violates the rights of third parties, (4) respond to your requests for customer
service, or (5) protect the rights, property or personal safety of Enrollify,
its Users or the public, and all enforcement or other government officials, as Enrollify
in its sole discretion believes to be necessary or appropriate.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><a name="_Ref20167063"><b><span
style='text-transform:uppercase'>22.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>NO SUBSEQUENT REGISTRATION.</b></a> If your
registration(s) with or ability to access the Enrollify Properties, or any Services
is discontinued by Enrollify due to your violation of any portion of the Terms
or for conduct otherwise inappropriate, then you agree that you shall not
attempt to re-register with or access the Enrollify Properties or any Services
through use of a different member name or otherwise, and you acknowledge that
you will not be entitled to receive a refund for fees related to those Services
to which your access has been terminated. In the event that you violate the
immediately preceding sentence, Enrollify reserves the right, in its sole
discretion, to immediately take any or all of the actions set forth herein
without any notice or warning to you.</p>
<p class=Legal2L1 style='margin-left:0in;text-indent:0in'><b><span
style='text-transform:uppercase'>23.<span style='font:7.0pt "Times New Roman"'>
</span></span></b><b>INTERNATIONAL USERS.</b> Enrollify Properties can be
accessed from countries around the world and may contain references to Services
and Content that are not available in your country. These references do not
imply that Enrollify intends to announce such Services or Content in your country.
Enrollify Properties are controlled and offered by Enrollify from its
facilities in the United States of America. Enrollify makes no representations
that Enrollify Properties are appropriate or available for use in other
locations. Those who access or use Enrollify Properties from other
jurisdictions do so at their own volition and are responsible for compliance
with local law.</p>
<p class=Legal2L1 align=left style='margin-left:0in;text-align:left;text-indent:
0in'><a name="_Ref20167074"><b><span style='text-transform:uppercase'>24.<span
style='font:7.0pt "Times New Roman"'>
</span></span></b><b>GENERAL PROVISIONS.</b></a></p>
<p class=Legal2L2 style='margin-left:0in'><b>24.1<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Electronic Communications.</b> The communications between you and
Enrollify use electronic means, whether you visit the Enrollify Properties or
send Enrollify e-mails, or whether Enrollify posts notices on the Enrollify
Properties or communicates with you via e-mail. For contractual purposes, you
(a) consent to receive communications from Enrollify in an electronic form; and
(b) agree that all terms and conditions, agreements, notices, disclosures, and
other communications that Enrollify 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.</p>
<p class=Legal2L2 style='margin-left:0in'><a name="_Ref18864745"><b>24.2<span
style='font:7.0pt "Times New Roman"'>
</span></b><b>Release.</b></a> You hereby release Enrollify Parties and their
successors from claims, demands, any and all losses, damages, rights, and
actions of any kind, including personal injuries, death, and property damage,
that is either directly or indirectly related to or arises from your use of the
Enrollify Properties, including but not limited to, any interactions with or
conduct of other Users or Third-Party Websites of any kind arising in
connection with or as a result of the Terms or your use of the Enrollify
Properties. If you are a California resident, you hereby waive California Civil
Code Section 1542, which states, “A general release does not extend to claims
that the creditor or releasing party does not know or suspect to exist in his
or her favor at the time of executing the release and that, if known by him or
her, would have materially affected his or her settlement with the debtor or
released party.”</p>
<p class=Legal2L2 style='margin-left:0in'><b>24.3<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Assignment.</b> The Terms, and your rights and obligations
hereunder, may not be assigned, subcontracted, delegated or otherwise
transferred by you without Enrollify’s prior written consent, and any attempted
assignment, subcontract, delegation, or transfer in violation of the foregoing
will be null and void.</p>
<p class=Legal2L2 style='margin-left:0in'><b>24.4<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Force Majeure.</b> Enrollify shall not be liable for any delay or
failure to perform resulting from causes outside its reasonable control,
including, but not limited to, acts of God, war, terrorism, riots, embargos,
acts of civil or military authorities, fire, floods, accidents, strikes or
shortages of transportation facilities, fuel, energy, labor or materials. </p>
<p class=Legal2L2 style='margin-left:0in'><b>24.5<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Questions, Complaints, Claims.</b> If you have any questions,
complaints or claims with respect to the Enrollify Properties, please contact
us at: support@myenrollify.com. We will do our best to address your concerns. If
you feel that your concerns have been addressed incompletely, we invite you to
let us know for further investigation.</p>
<p class=Legal2L2 style='margin-left:0in'><b>24.6<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Limitations Period. </b>YOU AND ENROLLIFY AGREE THAT ANY CAUSE OF
ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE ENROLLIFY PROPERTIES OR THE
CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.</p>
<p class=Legal2L2 style='margin-left:0in;page-break-after:avoid'><a
name="_Ref18945705"><b>24.7<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Dispute Resolution</b></a><b>.</b> <i>Please read this
Arbitration Agreement carefully. It is part of your contract with Enrollify and
affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION
AND A CLASS ACTION WAIVER.</i></p>
<p class=Legal2L3 style='margin-left:0in;page-break-after:avoid'><b>(a)<span
style='font:7.0pt "Times New Roman"'>
</span></b><u>Applicability of Arbitration Agreement</u><i>.</i> All claims and
disputes (excluding claims for injunctive or other equitable relief as set
forth below) in connection with the Terms or the use of any product or service
provided by Enrollify that cannot be resolved informally or in small claims
court shall be resolved by binding arbitration on an individual basis under the
terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration
proceedings will be held in English. This Arbitration Agreement applies to you
and Enrollify, and to any subsidiaries, affiliates, agents, employees,
predecessors in interest, successors, and assigns, as well as all authorized or
unauthorized users or beneficiaries of services or goods provided under the
Terms.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(b)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Notice Requirement and Informal Dispute Resolution</u>. Before
either party may seek arbitration, the party must first send to the other party
a written Notice of Dispute (<b>“Notice”</b>) describing the nature and basis
of the claim or dispute, and the requested relief. A Notice to Enrollify should
be sent to: 3000 Olympic Blvd, Bldg 4 Santa Monica California 90404. After the
Notice is received, you and Enrollify may attempt to resolve the claim or
dispute informally. If you and Enrollify do not resolve the claim or dispute
within thirty (30) days after the Notice is received, either party may begin an
arbitration proceeding. The amount of any settlement offer made by any party
may not be disclosed to the arbitrator until after the arbitrator has
determined the amount of the award, if any, to which either party is entitled.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(c)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Arbitration Rules</u><i>.</i> Arbitration shall be initiated through
JAMS, an established alternative dispute resolution provider (<b>“ADR Provider”</b>)
that offers arbitration as set forth in this section. If JAMS is not available
to arbitrate, the parties shall agree to select an alternative ADR Provider. The
rules of the ADR Provider shall govern all aspects of the arbitration,
including but not limited to the method of initiating and/or demanding
arbitration, except to the extent such rules are in conflict with the Terms. The
arbitration shall be conducted by a single, neutral arbitrator. Any claims or
disputes where the total amount of the award sought is less than Ten Thousand
U.S. Dollars (US $10,000.00) may be resolved through binding
non-appearance-based arbitration, at the option of the party seeking relief. For
claims or disputes where the total amount of the award sought is Ten Thousand
U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined
by the Arbitration Rules. Any hearing will be held in a location within 100
miles of your residence, unless you reside outside of the United States, and
unless the parties agree otherwise. If you reside outside of the U.S., the
arbitrator shall give the parties reasonable notice of the date, time and place
of any oral hearings. Any judgment on the award rendered by the arbitrator may
be entered in any court of competent jurisdiction. If the arbitrator grants you
an award that is greater than the last settlement offer that Enrollify made to
you prior to the initiation of arbitration, Enrollify will pay you the greater
of the award or $1,000. Each party shall bear its own costs (including attorney’s
fees) and disbursements arising out of the arbitration and shall pay an equal
share of the fees and costs of the ADR Provider.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(d)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Additional Rules for Non-Appearance Based Arbitration</u>. If
non-appearance based arbitration is elected, the arbitration shall be conducted
by telephone, online and/or based solely on written submissions; the specific
manner shall be chosen by the party initiating the arbitration. The arbitration
shall not involve any personal appearance by the parties or witnesses unless
otherwise agreed by the parties.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(e)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Time Limits</u><i>.</i> If you or Enrollify pursues arbitration,
the arbitration action must be initiated and/or demanded within the statute of
limitations (i.e., the legal deadline for filing a claim) and within any
deadline imposed under the AAA Rules for the pertinent claim.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(f)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Authority of Arbitrator</u>. If arbitration is initiated, the
arbitrator will decide the rights and liabilities, if any, of you and Enrollify,
and the dispute will not be consolidated with any other matters or joined with
any other cases or parties. The arbitrator shall have the authority to grant
motions dispositive of all or part of any claim. The arbitrator shall have the
authority to award monetary damages, and to grant any non-monetary remedy or
relief available to an individual under applicable law, the AAA Rules, and the
Terms. The arbitrator shall issue a written award and statement of decision
describing the essential findings and conclusions on which the award is based,
including the calculation of any damages awarded. The arbitrator has the same
authority to award relief on an individual basis that a judge in a court of law
would have. The award of the arbitrator is final and binding upon you and Enrollify.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(g)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Waiver of Jury Trial</u><i>.</i> THE PARTIES HEREBY WAIVE THEIR
CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF
A JUDGE OR A JURY, instead electing that all claims and disputes shall be
resolved by arbitration under this Arbitration Agreement. Arbitration
procedures are typically more limited, more efficient and less costly than
rules applicable in a court and are subject to very limited review by a court. In
the event any litigation should arise between you and Enrollify in any state or
federal court in a suit to vacate or enforce an arbitration award or otherwise,
YOU AND ENROLLIFY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the
dispute be resolved by a judge.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(h)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Waiver of Class or Consolidated Actions</u>. ALL CLAIMS AND
DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR
LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE
THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR
CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. </p>
<p class=Legal2L3 style='margin-left:0in'><b>(i)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Confidentiality</u>. All aspects of the arbitration proceeding,
including but not limited to the award of the arbitrator and compliance
therewith, shall be strictly confidential. The parties agree to maintain
confidentiality unless otherwise required by law. This paragraph shall not
prevent a party from submitting to a court of law any information necessary to
enforce these Terms, to enforce an arbitration award, or to seek injunctive or
equitable relief.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(j)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Severability</u>. If any part or parts of this Arbitration
Agreement are found under the law to be invalid or unenforceable by a court of
competent jurisdiction, then such specific part or parts shall be of no force
and effect and shall be severed and the remainder of these Terms shall continue
in full force and effect.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(k)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Right to Waive</u><i>.</i> Any or all of the rights and
limitations set forth in this Arbitration Agreement may be waived by the party
against whom the claim is asserted. Such waiver shall not waive or affect any
other portion of this Arbitration Agreement.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(l)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Survival of Agreement</u>. This Arbitration Agreement will
survive the termination of your relationship with Enrollify. </p>
<p class=Legal2L3 style='margin-left:0in'><b>(m)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Small Claims Court</u><i>.</i> Notwithstanding the foregoing,
either you or Enrollify may bring an individual action in small claims court.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(n)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Emergency Equitable Relief</u>. Notwithstanding the foregoing,
either party may seek emergency equitable relief before a state or federal
court in order to maintain the status quo pending arbitration. A request for
interim measures shall not be deemed a waiver of any other rights or obligations
under this Arbitration Agreement.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(o)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Claims Not Subject to Arbitration</u><i>. </i>Notwithstanding the
foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act,
and infringement or misappropriation of the other party’s patent, copyright, trademark
or trade secrets shall not be subject to this Arbitration Agreement.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(p)<span style='font:7.0pt "Times New Roman"'>
</span></b><u>Courts</u><i>.</i> In any circumstances where the foregoing
Arbitration Agreement permits the parties to litigate in court, the parties
hereby agree to submit to the personal jurisdiction of the courts located
within Los Angeles County, California, for such purpose.</p>
<p class=Legal2L2 style='margin-left:0in'><b>24.8<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Governing Law.</b> The Terms and any action related thereto 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 another jurisdiction.
The United Nations Convention on Contracts for the international sale of goods
does not apply to these Terms. </p>
<p class=Legal2L2 style='margin-left:0in'><b>24.9<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Notice.</b> Where Enrollify requires that you provide an e-mail
address, you are responsible for providing Enrollify with your most current
e-mail address. In the event that the last e-mail address you provided to Enrollify
is not valid, or for any reason is not capable of delivering to you any notices
required/ permitted by the Terms, Enrollify’s dispatch of the e-mail containing
such notice will nonetheless constitute effective notice. You may give notice
to Enrollify at the following address: 3000 West Olympic Blvd Bldg 4, Santa
Monica CA 90404. Such notice shall be deemed given when received by Enrollify
by letter delivered by nationally recognized overnight delivery service or
first class postage prepaid mail at the above address.</p>
<p class=Legal2L2 style='margin-left:0in'><b>24.10<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Waiver.</b> Any waiver or failure to enforce any provision of the
Terms on one occasion will not be deemed a waiver of any other provision or of
such provision on any other occasion.</p>
<p class=Legal2L2 style='margin-left:0in'><b>24.11<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Severability.</b> If any provision of the Terms is, for any
reason, held to be invalid or unenforceable, the other provisions of the Terms
will remain enforceable, and the invalid or unenforceable provision will be
deemed modified so that it is valid and enforceable to the maximum extent
permitted by law.</p>
<p class=Legal2L2 style='margin-left:0in'><b>24.12<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Export Control.</b> You may not use, export, import, or transfer
the Enrollify Properties except as authorized by U.S. law, the laws of the
jurisdiction in which you obtained the Enrollify Properties, and any other
applicable laws. In particular, but without limitation, the Enrollify
Properties 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 Enrollify Properties, 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 Enrollify
Properties 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 Enrollify 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 Enrollify products, services or technology, either directly or
indirectly, to any country in violation of such laws and regulations.</p>
<p class=Legal2L2 style='margin-left:0in'><b>24.13<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Accessing and Download the Application from Apple App Store.</b> The
following applies to any App Store Sourced Application accessed through or
downloaded from the Apple App Store: </p>
<p class=Legal2L3 style='margin-left:0in'><b>(a)<span style='font:7.0pt "Times New Roman"'>
</span></b>You acknowledge and agree that (i) the Terms are concluded between
you and Enrollify only, and not Apple, and (ii) Enrollify, not Apple, is solely
responsible for the App Store Sourced Application and content thereof. Your use
of the App Store Sourced Application must comply with the App Store Terms of
Service. </p>
<p class=Legal2L3 style='margin-left:0in'><b>(b)<span style='font:7.0pt "Times New Roman"'>
</span></b>You acknowledge that Apple has no obligation whatsoever to furnish
any maintenance and support services with respect to the App Store Sourced
Application. </p>
<p class=Legal2L3 style='margin-left:0in'><b>(c)<span style='font:7.0pt "Times New Roman"'>
</span></b>In the event of any failure of the App Store Sourced Application to
conform to any applicable warranty, you may notify Apple, and Apple will refund
the purchase price for the App Store Sourced Application to you and to the maximum
extent permitted by applicable law, Apple will have no other warranty
obligation whatsoever with respect to the App Store Sourced Application. As
between Enrollify and Apple, any other claims, losses, liabilities, damages,
costs or expenses attributable to any failure to conform to any warranty will
be the sole responsibility of Enrollify. </p>
<p class=Legal2L3 style='margin-left:0in'><b>(d)<span style='font:7.0pt "Times New Roman"'>
</span></b>You and Enrollify acknowledge that, as between Enrollify and Apple,
Apple is not responsible for addressing any claims you have or any claims of
any third party relating to the App Store Sourced Application or your
possession and use of the App Store Sourced Application, including, but not
limited to: (i) product liability claims; (ii) any claim that the App Store
Sourced Application fails to conform to any applicable legal or regulatory
requirement; and (iii) claims arising under consumer protection or similar
legislation.</p>
<p class=Legal2L3 style='margin-left:0in'><b>(e)<span style='font:7.0pt "Times New Roman"'>
</span></b>You and Enrollify acknowledge that, in the event of any third-party
claim that the App Store Sourced Application or your possession and use of that
App Store Sourced Application infringes that third party’s intellectual
property rights, as between Enrollify and Apple, Enrollify, not Apple, will be
solely responsible for the investigation, defense, settlement and discharge of
any such intellectual property infringement claim to the extent required by the
Terms. </p>
<p class=Legal2L3 style='margin-left:0in'><b>(f)<span style='font:7.0pt "Times New Roman"'>
</span></b>You and Enrollify acknowledge and agree that Apple, and Apple’s
subsidiaries, are third-party beneficiaries of the Terms as related to your
license of the App Store Sourced Application, and that, upon your acceptance of
the terms and conditions of the Terms, Apple will have the right (and will be
deemed to have accepted the right) to enforce the Terms as related to your
license of the App Store Sourced Application against you as a third-party beneficiary
thereof. </p>
<p class=Legal2L3 style='margin-left:0in'><b>(g)<span style='font:7.0pt "Times New Roman"'>
</span></b>Without limiting any other terms of the Terms, you must comply with
all applicable third-party terms of agreement when using the App Store Sourced
Application.</p>
<p class=Legal2L2 style='margin-left:0in'><b>24.14<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Consumer Complaints.</b> In accordance with California Civil Code
§1789.3, you may report complaints to the Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs
by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by
telephone at (800) 952-5210.</p>
<p class=Legal2L2 style='margin-left:0in'><b>24.15<span style='font:7.0pt "Times New Roman"'>
</span></b><b>Entire Agreement.</b> The Terms are 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. For purposes of these Terms, the term
“including” means “including without limitation”.</p>
<p class=Legal2L1> </p>
<p class=MsoHeader align=center style='text-align:center'>End of Terms</p>
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