Terms of Services and conditions

Terms of Service last revised 9/2/2015

These Terms of Service constitute an agreement (this “Agreement” or these “Terms”) between you (“you”, “your”, “user” or “Customer”)., a Amsterdam corporation with its principal place of business at Willem de Zwijgerlaan 352 A2, Amsterdam, The Netherlands (“ZummProvider”, “us”, “we” or “our”) for recurring billing services and any related products or services (“Services”). This Agreement govServices and any assigned account (“Account”) used in connection with the Services. Any of the following actions constitute your agreelimitation or qualification, to be bound by, and to comply with, this Agreement: (i) your initialization or registration of the Servthe Zummit website (Zummit.co) or through any of the Zummit subdomains (the Zummit website and subdomains are collectively referred the “Site”); or (ii) through the use of your Account and password; or (iii) your use of the Site. Capitalized terms not otherwise dshall have the meaning given to them in Section 10 below

Subscription Service

Subject to the terms and conditions of this Agreement and during the Term, Zummit hereby provides Customer with the Services, inclulimited to, a limited, non-exclusive, non-transferable (except in connection with an assignment under Section 9 herein) and terminaccess and to use Zummit’s online social collaboration suite and modules solely for employee collaboration and communication in accordthis Agreement. This Agreement shall also apply to any modules or features subsequently made available by Zummit to Customer, and/or tpurchased by Customer that augment or enhance the Service. Zummit shall host the Service and may update the functionality and user intService from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Secustomers’ use of the Service

Restrictions

The rights granted in this Agreement and Customer’s use of the Service shall not include service bureau use, outsourcing, rensharing of the Service. Customer agrees that the right granted herein is not a concurrent user right and is conditioned on Customerwith this Section. Customer may not (and may not allow any third party to) copy, create a derivative work of, reverse engineer, revedisassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code, modify the Service in form, or use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar oproduct or service or for the purpose of obtaining unauthorized access to the Service. Customer is expressly prohibited from sublicensiService to any third parties. Customer agrees that Zummit shall own all rights, title and interest in and to all intellectual property Service. Except as provided in this Agreement, the right granted to Customer does not convey any other rights in the Service, express oownership in the Service or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Zummit. to collect or harvest any personally identifiable information, including account names, from the Service and not to use the communicprovided by the Service for any commercial solicitation purposes. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial message

Term of Agreement

The term of this Agreement (the “Term”) begins on the date we activate Services for your Account. This Agreement will continue month until terminated by either party pursuant to the terms hereof.

Fees and Payment

You acknowledge that Zummit may charge a fee for the use of any Services, provided that Zummit notifies you of any such fee before Subject to the foregoing, you agree to pay any fees incurred by you.

Late Payments

Any late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the mallowed by law, whichever is less. Customer further agrees to pay all foreign, federal, state, and local taxes, if applicable, to Custto, use, or receipt of the Service, excluding Zummit’s operational and/or income taxes.

Email and Notices

You may use your “Account Settings” to control your “Member Profile.” By providing Work Simple your email address you consent to email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. Cusagrees that Zummit may provide any and all notices, statements, and other communications to Customer through either email, posting onor other electronic transmission) or by mail or express delivery service. Zummit recommends that the main and billing contact emailgroup addresses (such as billing@getZummit.com so that notices are reviewed promptly and not delayed due to the absence of one iaddition, Zummit may act and rely on all information and instructions provided to Zummit from the above-specified email address.

Indemnification

You agree to indemnify, defend, and hold harmless Zummit, and its subsidiaries, affiliates, officers, agents, co-branders or other employees, from and against any claim, demand, loss, damage, cost, or liability (including reasonable attorneys’ fees) arising out of oany actual or threatened claim, suit, action or proceeding brought or threatened by a third party arising out of or relating to, but noany Content you submit, post, transmit, or make available through the Zummit Service; your use or misuse of the Zummit Service; your the Zummit Service; your violation of this Agreement; or your violation of any rights (including intellectual property rights) of aYour indemnification obligations under this Section are conditioned on the Company notifying you promptly in writing of such action, yCompany sole control of the defense thereof and any related settlement negotiations, and your cooperation and, at Company’s reasonassisting in such defense.

Limited Warranties

Zummit provides limited warranties of functionality, service level, and security, data maintenance and backup only as expressly prTerms of Service.

Disclaimer Of Warranties

Except For The Warranties Stated Explicitly Herein, Zummit Does Not Represent That Customer’s Use Of The Service Will Be SeUninterrupted Or Error-free Or That The Service Will Meet Customer’s Requirements Or That All Errors In The Service And/or DocumentCorrected Or That The System That Makes The Service Available Will Be Free Of Viruses Or Other Harmful Components. The Warranties Terms Of Service Are The Sole And Exclusive Warranties Offered By Zummit. There Are No Other Warranties Or Conditions, Express OrZummit Expressly Disclaims All Implied Warranties, Including Without Limitation, The Implied Warranties Of Merchantability, Fitness ForPurpose, Title Non-infringement And Any Warranties Arising From Course Of Dealing Of Course Of Performance. Except For The Warranties Terms Of Service, The Service Is Provided To Customer On An “as Is” And “as Available” Basis, And Is For Commercial Use Only. CustomeResponsibility For Determining Whether The Service Or The Information Generated Thereby Is Accurate Or Sufficient For Customer’s PurposThe Warranties Stated Explicitly Herein, Zummit Does Not Represent That Customer’s Use Of The Service Will Be Secure, Timely, Uninterrufree Or That The Service Will Meet Customer’s Requirements Or That All Errors In The Service And/or Documentation Will Be CorrecteSystem That Makes The Service Available Will Be Free Of Viruses Or Other Harmful Components. The Warranties Stated In The Terms Of SeSole And Exclusive Warranties Offered By Zummit. There Are No Other Warranties Or Conditions, Express Or Implied, And Zummit Expressly Implied Warranties, Including Without Limitation, The Implied Warranties Of Merchantability, Fitness For A Particular Purpoinfringement And Any Warranties Arising From Course Of Dealing Of Course Of Performance. Except For The Warranties Stated In The TermThe Service Is Provided To Customer On An “as Is” And “as Available” Basis, And Is For Commercial Use Only. Customer Assumes All RespoDetermining Whether The Service Or The Information Generated Thereby Is Accurate Or Sufficient For Customer’s Purposes.

Limitations of Liability

Customer Agrees That The Consideration Which Zummit Is Charging For The Service Does Not Include Consideration For Assumption By Risk Of Customer’s Incidental Or Consequential Damages. In No Event Shall Either Party Be Liable To Anyone For Incidental, ConsequentiSpecial Or Exemplary Damages, Or Indirect Damages Of Any Type Or Kind (including, But Not Limited To, Loss Or Disclosure Of CustomRevenue, Lost Profits, Or Loss Of Other Economic Advantage) Arising From Breach Of Warranty, Breach Of Contract, Negligence, Or AnCause Of Action To The Maximum Extent Permitted By Law Arising From Or In Connection With These Terms. The Maximum Liability Of ZummiOf Or In The Connection With This Agreement Or Any Use Or Other Employment Of The Service, Whether Such Liability Arises From Any CBreach Or Repudiation Of Contract, Breach Of Warranty, Negligence, Tort, Or Otherwise, Shall In No Case Exceed The Equivalent OfLicense Fees Applicable At The Time Of The Event. The Essential Purpose Of This Provision Is To Limit The Potential Liability Of The PaFrom This Agreement. The Parties Acknowledge That The Limitations Set Forth In This Section Are Integral To The Amount Of Fees Charged With The License Of The Service And That, Were Zummit To Assume Any Further Liability Other Than As Set Forth Herein, Such Fees WouldBe Set Substantially Higher. Certain States And/or Jurisdictions Do Not Allow The Exclusion Of Implied Warranties Or Limitations Of Incidental Or Consequential Damages, So The Exclusions Set Forth Above May Not Apply To Customer.

Termination.

Either party may terminate this Agreement upon written notice to the other party in the event of an uncured material breach of anythis Agreement by the other party. Such notice by the complaining party shall expressly state all of the reasons for the claisufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such alleged breach (“Notice”). Followisuch Notice, this Agreement shall terminate only if the alleged breaching party has not cured such alleged breach within thirty (3termination or expiration of this Agreement, Customer shall have no rights to continue use of the Service. If this Agreement is Customer for any reason other than a termination expressly permitted by this Agreement, Customer agrees that Zummit shall be entitled fees due under this Agreement for the entire Term. If this Agreement is terminated by Customer for an uncured breach by Zummit, Zummitthe pro rata portion of any fee paid by Customer for the terminated portion of the Term. The Company may permanently or temporarisuspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in the Company’s sole determinationany of the terms or conditions of this Agreement, including the following prohibited actions: (i) attempting to interfere with, csystem integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imimpose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, vior other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation witentity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; or, (vi) measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with email address. Upon termination for any reason, you continue to be bound by this Agreement.

Updates to Terms of Service

We reserve the right to amend this Agreement at any time and without notice. If we do this, we will post the amended Agreement on indicate at the top of the page the date the Agreement was last revised. Your continued use of the Service after any such changes conacceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Use, do not use or access (oaccess) the Service. This Agreement applies to all visitors, users, and others who access the Service (“Users”). In addition to this Awill comply with all policies applicable to Zummit and the Zummit Service, which policies are posted in the Zummit Service or providcare about the privacy of our Users. View our Privacy Policy. By using the Service, you are consenting to have your personal data transprocessed in the United States. You acknowledge that you provide your personal information at your own risk.

Miscellaneous.

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree tshould try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Servfull force and effect. Your Zummit account is non-transferable. You may not delegate your duties under this Agreement or assign thwhole or in part. Zummit may assign this Agreement to any successor or purchaser of Zummit or all or substantially all of its areserves the right to name Customer as a user of the Service. Any unauthorized use of any Zummit computer system is a violation of tand certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. S 1030 et seq.), SectiCalifornia Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the unauthorhis or her agents to civil and criminal penalties. Any dispute between the parties arising out of this Agreement shall be settled butilizing the dispute resolution procedures of the Dutch Law. You hereby waive any right to a jury trial of any such dispute. This Agbe governed by the laws of the Netherlands without giving effect to any conflict of laws principles that may provide the application another jurisdiction. In the event of any litigation of any controversy or dispute arising out of or in connection with thinterpretation or performance of these Terms, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and/failure of Zummit to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or proviparty shall be liable for any loss or delay (including failure to meet the service level commitment) resulting from any force mincluding, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeuconfirm and warrant to the Company that you have all the rights, power and authority necessary to enter into this Agreement. This Agrincorporate the Zummit Privacy Policy and the Zummit Policies, constitutes the entire agreement between you and Zummit and governs yoZummit Service, superseding any prior agreements (whether written or oral) between you and Zummit regarding the subject matter hereof.

Definitions

“customer Data” Shall Mean Any Data, Information, Or Other Materials Of Any Nature Whatsoever, Provided To Zummit By Customer In Implementing And/or Using The Service. “electronic Communications” Shall Mean Any Transfer Of Signs, Signals, Text, Images, SoIntelligence Of Any Nature Transmitted In Whole Or Part Electronically Received And/or Transmitted Through The Service. “user(s)” MLogin For Each General Access User. Customer Acknowledges That They Have Read This Agreement And Understand And Agree To Be Bound By Its Terms.

Contacting Zummit

Members with questions about the Zummit Terms and any of the aforementioned statements may contact Zummit by email at help@zummit.co.