Conectere Terms and Conditions

Our Service

The Service is architected to enhance internal corporate culture, brand value, trust and inclusiveness. The Service provides next-gen employee engagement technology to enhance employee experiences in today's hybrid and remote work environments. The Service is designed to enable both employees and employers to foster strong corporate cultures of connectedness, inclusiveness and engagement regardless of the geographic proximity.

In particular, the Serivce automates the delivery of a rich content portfolio of hundreds of "conectivities" designed to increase employee engagement, satisfaction and overall connectedness. Each “conectivity” isets out an opportunity, activity or event for employees to reconnect, build excitement, and foster engagement, all with the overarching goal of creating a corporate culture of employee health & well-being, inclusion, trust and support. Conectivities are delivered to your employee's web and mobile accounts, change daily, and are crafted to target core aspects of employee health and connectedness that tend to suffer the most under remote and hybrid work environments

In addition, the Service provides a mechanims, referred to as "Spotlights," that enables peer-to-peer recognition between co-workers. Peer-to-peer recognition strengthens connection among teammates and helps people feel a sense of belonging. Peers who recognize each other publicly for activities related to core values inspire others to do the same. Conectere’s Spotlights enables both individual and team-wide recognition, which makes for a more inclusive and democratized recognition and rewards environment.

Your Service Provider

The entity providing the Service is Conectere LLC, a company operating under the laws of Florida, located at 615 Rose Garden Road, Cape Coral, FL 33914 (referred to as “Conectere”, “we”, “us”, or “our”).

Applicable Terms

Your use of the Service is subject to these terms, the Conectere Privacy Policy which may be updated from time to time (together, this "Agreement").

Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you may not use the Service.

OWNERSHIP

Applicable Terms

Intellectual Property
The Service contains materials that are proprietary and are protected by copyright, trademarks, service marks, patents, and other intellectual property laws and treaties.

You agree to abide by all applicable copyright and other intellectual property laws, as well as any additional proprietary rights notices or restrictions contained on the Service. You acknowledge that the Service contains valuable intellectual property of Conectere and its licensors. All present and future rights in and to any and all intellectual property or other proprietary rights of any type, including without limitation information, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to such intellectual property, shall, as between you and Conectere, at all times be and remain the sole and exclusive property of Conectere and its licensors. Any rights not expressly granted in these Terms or otherwise in writing between you and Conectere, are reserved by Conectere, and any unauthorised use of any intellectual property regarding the Service is strictly prohibited.

The trademarks, logos, taglines, and service marks displayed on the Service (collectively, the “Trademarks”) are registered and/or unregistered Trademarks of Conectere and its licensors. The Trademarks may not be used in any advertising or publicity, or otherwise to indicate Conectere's sponsorship of or affiliation with any product, service, event, or organization without Conectere's prior express written permission.

Copyright Conectere respects copyright law and expects its users to do the same. If you believe that any content or material on the Service may infringe copyrights you own, please notify us.

License Restrictions
Information and content, including software that may be available for use through the Service, is the copyrighted work of Conectere, its licensors, and/or such other respective third-party providers. Use of the Service is governed by these Terms and such license and/or other terms as may be required directly of you by the third-party providers. Unauthorized reproduction or distribution of the Service is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.

Who may use the Service?

Age Requirements
You must be at least 18 years old to use the Service; however, children of all ages may use the Service if enabled by a parent or legal guardian.

Permission by Parent or Guardian
If you are under 18, you represent that you have your parent or guardian’s permission to use the Service. Please have them read this Agreement with you.

If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Service, you are subject to the terms of this Agreement and responsible for your child’s activity on the Service.

Businesses
If you are using the Service on behalf of a company or organisation, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.

Your Use of the Service

Content on the Service
The content on the Service may include videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials whether provided by you, Conectere or a third-party (collectively, "Content”).

Content is the responsibility of the person or entity that provides it to the Service. Conectere is under no obligation to host or serve Content. If you see any Content you believe does not comply with this Agreement, you can report it to us.

Conectere Accounts, Conectivities and Spotlights
You can use parts of the Service, such as browsing and searching for Content, without having a Conectere account. However, you do need a Conectere account to use some features. With a Conectere account, you may be able to access Conectivities, send invitations for engaging with peers, access third-party content designed to enhance employee health & well-being, cast Spotlights on peers, engage in chats with co-workers, like Conectivities, like Spotlights, create your own Conectivities for your company including uploading your own content, and more.

To protect your Conectere account, keep your password confidential. You should not reuse your Conectere account password on third-party applications. If you learn of any unauthorized use of your password or Conectere account, you should change your password immediately, and inform your company administrator and/or Conectere primary contact.

Your Information
Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Service.

Permissions and Restrictions
You may access and use the Service as made available to you, as long as you comply with this Agreement and applicable law.

The following restrictions apply to your use of the Service. You are not allowed to:

• access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Service or any Content except: (a) as expressly authorized by the Service; or (b) with prior written permission from Conectere and, if applicable, the respective rights holders;
• circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or attempt to do any of these things), including security-related features or features that (a) prevent or restrict the copying or other use of Content or (b) limit the use of the Service or Content;
• access the Service using any automated means (such as robots, botnets or scrapers) except with Conectere’s prior written permission;
• collect or harvest any information that might identify a person (for example, usernames, emails, phone numbers or faces), unless permitted by that person in writing;
• use the Service to distribute unsolicited promotional or commercial content, including but not limited to unwanted or mass solicitations;
• cause or encourage any inaccurate measurements of genuine user engagement with the Service, including by paying people or providing them with incentives to increase a Conectivity's or Spotlight's views, likes, or dislikes, or otherwise manipulate metrics in any manner;
• misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions;
• use the Service to (a) sell any advertising, sponsorships, or promotions placed on, around, or within the Service or Content, except with written consent by Conectere (such as for product or service placements related to employee health and well-being); or (b) sell advertising, sponsorships, or promotions on any page of any website or application that only contains Content from the Service or where Content from the Service is the primary basis for such sales (for example, selling ads on a webpage where Conectere Conectivities are the main draw for users visiting the webpage).

Reservation
Using the Service does not give you ownership of or rights to any aspect of the Service, including user names or any other Content posted by others or Conectere.

Service Updates
Conectere is constantly changing and improving the Service. As part of this continual evolution, we may make modifications or changes (to all or part of the Service) such as adding or removing features and functionalities, offering new digital content or services or discontinuing old ones. We may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These changes may affect all users, some users or even an individual user. When the Service requires or includes downloadable software (such as the Conectere mobile app), that software may update automatically on your device once a new version or feature is available, subject to your device settings.

Your Content and Conduct

Creating or Uploading Content
If you have certain permissions associated with your Conectere account, you may be able to create or upload Content to the Service, including using the Service to create company-specific conectivities for your company. If you choose to create or upload Content, you must not submit to the Service any Content that does not comply with this Agreement or the law. For example, the Content you submit must not include third-party intellectual property (such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so. You are legally responsible for the Content you submit to the Service or use the Service to create. We may use automated systems that analyze your Content to help detect infringement and abuse, such as illegal content.

Rights you Grant
You retain ownership rights in your Content. However, we do require you to grant certain rights to Conectere and other users of the Service, as described below.

License to Conectere
By providing Content to the Service, you grant to Conectere an irrevocable, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use that Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Service and Conectere’s (and its successors' and Affiliates') business, including for the purpose of promoting and redistributing part or all of the Service.

License to Other Users
You also grant each other user of the Service an irrevocable, worldwide, non-exclusive, royalty-free license to access your Content through the Service, and to use that Content, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Service (such as for access and viewing by employees for purposes of engagement, connectedness or other employee health and well-being activities). For clarity, this license does not grant any rights or permissions for a user to make use of your Content independent of the Service.

Irrevocable License
The licenses granted by you is irrivocable, meaning that the license to Conectere and other users of the Service continues after you remove or delete your Content from the Service.

Right to Monetize
You grant to Conectere the right to monetize your Content on the Service (and such monetization may include displaying ads on or within Content or charging users a fee for access). This Agreement does not entitle you to any payments. Any payments you may be entitled to receive from Conectere under any other agreement between you and Conectere (including for example payments under a Conectere partner program) may be treated as royalties. If required by law, Conectere will withhold taxes from such payments.

Removing Your Content
You may remove your Content from the Service at any time. You must remove your Content if you no longer have the rights required by these terms.

Removal of Content By Conectere
If any of your Content (1) is in breach of this Agreement or (2) may cause harm to Conectere, our users, or third parties, we reserve the right to remove or take down some or all of such Content in our discretion. In our sole discretion, we may elect to notify you with the reason for our action unless we reasonably believe that to do so: (a) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for Conectere or our Affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, Conectere or our Affiliates.

Account Suspension & Termination

No value
As explained below, an account may be terminated a number of ways for different reasons. Regardless of the manner in which an account is terminated or the reason, any digital coins, awards, or badges, gained by you while using the Service shall have no value, and Conectere is under no obligation to pay you for any such items. Moreover, Conectere is under no obligation to provide any employee rewards, products or services in exchange for any digital coin, badge or award gained by you while using the service, and is under no obligation to fulfill any order by you. Any points, digital coin or badge that may be gained by a user, such as by engaging in Conectivities or by casting or receiving Spotlights, do not constiute a form of digital currency. Any redemption of a coin or badge made by you using the service for a reward from your employer is not a purchase and is non-refundable.

Terminations by You
You may stop using the Service at any time. Contact your company's system administrator or other user designated to manage your company's Conectere account and instruct them to remove your individual account. In addition, you may contact us to have your individual account closed.

Terminations and Suspensions by Conectere
Conectere reserves the right to suspend or terminate your Conectere account or your access to all or part of the Service, in its sole discretion, for any reason, including if (a) you materially or repeatedly breach this Agreement; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we reasonably believe that there has been conduct that creates (or could create) liability or harm to any user, other third party, Conectere or our Affiliates.

Notice for Termination or Suspension
In our sole discretion, we may elect to notify you with the reason for termination or suspension by Conectere unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority; (b) would compromise an investigation; (c) would compromise the integrity, operation or security of the Service; or (d) would cause harm to any user, other third party, Conectere or our Affiliates.

Effect of Account Suspension or Termination
If your Conectere account is terminated or your access to the Service is restricted, you may continue using certain aspects of the Service (such as viewing only) without an account, and this Agreement will continue to apply to such use.

Software in the Service

Downloadable Software
When the Service requires or includes downloadable software (such as the Conectere mobile application), unless that software is governed by additional terms which provide a license, Conectere gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Conectere as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Conectere, in the manner permitted by this Agreement.

You are not allowed to copy, modify, distribute, sell, or lease any part of the software, or to reverse-engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have Conectere’s written permission.

Open Source
Some software used in our Service may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these terms, so please be sure to read those licenses.

Other Legal Terms

Warranty Disclaimer
OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT OR AS REQUIRED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND CONECTERE DOES NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SERVICE. FOR EXAMPLE, WE DON’T MAKE ANY WARRANTIES ABOUT: (A) THE CONTENT PROVIDED THROUGH THE SERVICE; (B) THE SPECIFIC FEATURES OF THE SERVICE, OR ITS ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS; OR (C) THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE ON THE SERVICE.

Limitation of Liability
EXCEPT AS REQUIRED BY APPLICABLE LAW, CONECTERE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS; PUNITIVE DAMAGES CAUSED BY:

• ERRORS, MISTAKES, OR INACCURACIES ON THE SERVICE;
• PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM USE OF THE SERVICE;
• ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE OR CONTENT OR DATA MAINTAINED BY THE SERVICE;
• ANY INTERRUPTION OR CESSATION OF THE SERVICE;
• ANY VIRUSES OR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY;
• ANY CONTENT WHETHER SUBMITTED BY A USER OR CONECTERE, INCLUDING YOUR USE OF CONTENT; AND/OR
• THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT.

THESE PROVISIONS APPLY TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

CONECTERE AND ITS AFFILIATES’ TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE AMOUNT OF REVENUE THAT CONECTERE HAS PAID TO YOU FROM YOUR USE OF THE SERVICE IN THE 6 MONTHS BEFORE THE DATE OF YOUR NOTICE, IN WRITING TO CONECTERE, OF THE CLAIM; AND (B) USD $500.

Indemnity
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Conectere, its Affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Service.

Third-Party Links
The Service, including the Content created by Conectere or others, may contain links to third-party websites and online services that are not owned or controlled by Conectere. Conectere has no control over, and assumes no responsibility for, such websites and online services. In accordance with these provisions, Conectere shall have no liability with respect to loss or claim arising from links to third-party websites. Be aware when you leave the Service. We suggest you read the terms and privacy policy of each third-party website and online service that you visit.

About this Agreement

Changing this Agreement
We may change this Agreement, for example, (1) to reflect changes to our Service or how we do business - for example, when we add new products or features or remove old ones, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm.

If you don’t agree to the new terms, you must remove any Content you uploaded and stop using the Service.

Continuation of this Agreement
If your use of the Service ends, at least the following provisions of this Agreement will continue to apply to you: “Other Legal Terms”, “About this Agreement”, and the licenses granted by you will continue as described under “Irrevocable License”.

Severance
If it turns out that a particular term of this Agreement is not enforceable for any reason, this will not affect any other terms.

No Waiver
If you fail to comply with this Agreement and we do not take immediate action, this does not mean that we are giving up any rights that we may have (such as the right to take action in the future).

Interpretation
In these terms, “include” or “including” means “including but not limited to,” and any examples we give are for illustrative purposes.

Governing Law
All claims arising out of or relating to these terms or the Service will be governed by Florida law, and will be litigated exclusively in the federal or state courts of Tampa, Florida, USA. You and Conectere consent to personal jurisdiction in those courts.

Limitation on Legal Action
YOU AND CONECTERE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Effective Date
January 1, 2023