VEGA FACTOR INDIVIDUAL USER AGREEMENT

Your use of Vega Factor’s products and services (referred to collectively as the “Product” in this document and excluding any services provided to you by Vega Factor under a separate written agreement) is subject to the terms of this legal agreement between you and Vega Factor, Inc., as amended from time to time. 

As set out in more detail in this User Agreement and the Vega Factor Privacy Policy, the Product being made available to you may involve questions of motivation and performance in the workplace or similar concepts and theories.  Your responses to these questions, along with an identifier used to associate your responses with you, may be stored by Vega Factor or its agents, and if you have provided these answers in connection with a team survey (a “Team Survey”) provided to other participants in the Team Survey (“Team Members”).  We may use such data, and disclose such data in aggregate form, for benchmarking, improvements to products and services, or marketing.  If you have any questions regarding the foregoing, or our privacy practices, or the Product, you may contact: support@vegafactor.com

1.         INTRODUCTION.  This “Individual User Agreement” (referred to below as this “Agreement”) has been written to describe the conditions under we make the Vega Factor service and products (the “Product”) available to you through our websites and mobile applications.  In this Agreement, “we” and “us” means Vega Factor, Inc., a Delaware corporation, and “you” means the person using the Product.  This Agreement discusses important limitations about the way you may use and rely upon materials you find on the Product.  Read this Agreement carefully.  By using the Product, you will be deemed to have accepted this Agreement.  If you do not accept this Agreement or if your right to use the Product has been terminated (see below), you may not use the Product. 

2.         LIMITS ON USE.  You are only authorized under this Agreement to use the Product individually or in connection with a Team Survey.  By requesting to use, and/or using the Product, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the Agreement and conditions hereof. 

Due to restriction on the storage and use of personal information and effectiveness of legal agreements, no person under the age of 18 may use the Product. 

You hereby authorize us to verify your representations and warranties herein, and you acknowledge that we reserve the right, but not the obligation, to verify such representations and warranties, and to take action we deem appropriate in our sole discretion, including but not limited to terminating your right to use the Product, should we determine, in our sole opinion, that you have violated any representation or warranty or any other provision of this Agreement.

3.         IP RIGHTS.  We (or the third parties providing materials through the Product) retain all copyright and other proprietary rights in the Product or the materials available through the Product.  You may not modify the materials in the Product in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose.  The materials in the Product are copyrighted and any unauthorized use of any materials at the Product may violate copyright, trademark, and other laws. 

4.         YOUR SUBMISSIONS.  We make no claim of ownership of answers or other materials you submit to us using the Product (your “Submissions”), but in providing Submissions to us with the Product you grant us the non-exclusive worldwide perpetual irrevocable right to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Submissions on or using the Product, to provide such materials to Team Members, and to use such data, and disclose such data in aggregate form, for benchmarking, improvements to products and services, or marketing.  You represent to us that you have the right to do so and agree to indemnify and defend us against any claim to the contrary. 

5.         COMPLIANCE WITH STANDARDS OF CONDUCT.  You agree not to use the Product in violation of our standards of conduct posted at www.vegafactor.com/conduct as amended from time to time, in particular you may not: use the Product in a manner that would cause you or us to violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any rules, regulations, requirements, procedures or policies in force from time to time relating to the Product, and any export or re-export laws, rules and regulations; interfere with or disrupt the Product or take any steps to interfere with or in any manner compromise any security measures with respect to the Product or any data or file transmitted, processed or stored on or through the Product.

6.         PRIVACY POLICY.  We may collect personally identifiable information from you, and share certain of that information with Team Members.  Please refer to our privacy policy at www.vegafactor.com/privacy for information on how we treat the information we gather about you.

7.         COPYRIGHT AND TRADE MARK POLICIES.  It is our policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act) and to terminate the right of repeat infringers to use the Product.  Details of our policy can be found at www.vegafactor.com/dmca.

8.         DISCLAIMERS AND LIMITATION OF LIABILITY.   The Product is provided “AS IS” without warranties of any kind including warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property.  Applicable law may not allow the exclusion of implied warranties, so this exclusion may not apply to you.  In no event will we, our suppliers, or other third parties be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of the Product, whether based on warranty, contract, tort or any other legal theory and whether or not we have been advised of the possibility of such damages.  Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so these limitations or exclusions may not apply to you.

9.         INDEMNIFICATION.  You agree to indemnify, hold harmless and defend us and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, at your expense, against any and all third party claims or demands, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines costs and expenses (including, without limitation, reasonable attorney's fees and other dispute resolution expenses) incurred by us, due to or arising out of your Submissions, your use or misuse of the Product, your connection to other Team Members, your violation of this Agreement, or your violation of any rights of another. 

10.       CHANGES TO THE PRODUCT; TERMINATION.  Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular parts of the Product.  We may, at any time, modify the Product, or stop (permanently or temporarily) providing the Product (or any features within the Product) to you at our sole discretion and for any reason, and without notice, without liability to you or any person, including without limitation if we believe you have breached or may breach any provision of this Agreement; or if the provision of the Product to you is, in our opinion, no longer commercially viable.  Upon any such termination, the provisions of this Agreement shall continue in effect except you are no longer authorized to use the Product; termination shall not relieve you for liability for breach occurring prior to termination.

11.       AMENDMENT AND UPDATING OF THIS AGREEMENT; ELECTRONIC SIGNATURES.  We may desire to make changes to this Agreement from time to time to update it, for example to add references to different products and services, or provide for payment for the use of the Product.  We may specify amended or updated terms that apply to the use of Product after the effective date of such amendment or update, and we will make a new copy of this Agreement available to you and may require you to accept it as a condition to the continued provision of the Product to you.  In addition, the continued use of the Product after receipt of such amended terms shall constitute your agreement to such amended terms.  In addition, any modification, amendment, or waiver of any provision of this Agreement shall be effective if in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.  Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, you hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the Product.  Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

13.       GENERAL.  We administer the Product from our offices in the Commonwealth of Massachusetts, USA.  We make no representation that the Product is appropriate or available for use outside the United States, and access to the Product from territories where its use is illegal is prohibited.  You may not use or export or re-export the Product or materials found thereon or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations.  If you choose to access the Product from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.  This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of laws.  You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts, USA, to resolve any legal matter arising from this Agreement.  Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14.       CONTACTING US.  If you have any questions about this Agreement or the Product you may contact: support@vegafactor.co

 

STANDARDS OF CONDUCT

Unauthorized use of our Product is a breach of our User Agreement, may result in immediate termination of rights to use the Product, and may also violate the law and subject you to criminal or civil penalties.

 

You agree not to use the Product to:

(a)        Information Collection.  Collect any information or communication about the users of the Product or third parties by monitoring, interdicting or intercepting any process of or communication initiated by the Product or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing, except in all cases in compliance with a conspicuously posted privacy policy for users and other relevant persons.

(b)       Proprietary Rights and Improper Disclosure.  Transmit, access or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including us, or remove any proprietary notices from the Product; or more generally, transmit, access or communicate any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non- disclosure agreements); or transmit or communicate any data or content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise objectionable.

(c)        Viruses and other Disruptions.  Transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or interfere with or disrupt the Product or our operation of related systems; or modify, delete or damage any information contained on the computer of any user.

(d)       Misrepresentation; Spoofing.  Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users, including intentionally make available “spoofed” files or data, or files or data with any type of information designed to misidentify the actual content of a file or which is intended to mislead the recipient of the file.

(e)        Compromise Security Measures.  Take any steps to interfere with or in any manner compromise any security measures with respect to the Product or any data or file transmitted, processed or stored on or through the Product; or access our Product by any means other than through the interfaces we provide for such use.

(f)        Compliance With Laws.  Intentionally or unintentionally violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any laws, rules or regulations applicable to bulk or commercial email, including the CAN-SPAM Act of 2003, any rules, regulations, requirements, procedures or policies in force from time to time relating to the Product, and any export or re-export laws, rules and regulations.

(g)        Harm Others.  Harm minors in any way;  "stalk" or otherwise harass other persons.