Terms of Use – Personam.ai

Introduction

These Subscriber Terms of Use (“Terms”) govern the access to and use of the Personam.ai Platform and Personam.ai Services.

please read the binding arbitration Section and class action waiver in Section 15.11. It affects how disputes are resolved.

By (1) clicking a box indicating acceptance of these Terms or (2) using the Personam.ai Platform or any Personam.ai Services, or (3) consenting to an Order Form that references these Terms, the Subscriber agrees and become a party to these Terms. If the individual accepting these Terms is accepting on behalf of a company or other legal entity (each, a “Company Subscriber,” as defined herein), such individual represents that they have the authority to bind the Company Subscriber identified in the registration process (and its affiliates) to these Terms, in which case the term “Subscriber” refers to the Company Subscriber and its affiliates, as defined herein. If the individual accepting these Terms does not have such authority, or does not agree with these Terms, such individual must not accept these Terms and may not access or use the Personam.ai Platform or any Personam.ai Services.

Personam.ai direct competitors are prohibited from accessing or using the Personam.ai Platform or Personam.ai Services, except with Personam.ai’s prior written consent. In addition, the Personam.ai Platform or Personam.ai Services may not be accessed for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.

These Terms include the introduction above, plus; (a) the Definitions in Exhibit A below; (b) the General Terms and Conditions in Exhibit B below; (c) the then-current Website Terms of Use; (d) the Data Protection Addendum (“DPA”), as applicable, available via the Personam.ai Platform; (e) any and all Order Forms; (f) any applicable Additional Terms; and (g) information contained in a URL or policy referenced in any of the foregoing. These Terms were last updated on July 26, 2022.

Exhibit A – Definitions

“Acceptable Use Policy” means Personam.ai’s then-current conditions for remote access to any Personam.ai asset, including the Personam.ai website and the Personam.ai Platform website platform.

“Additional Terms” has the meaning provided in Section 15.15.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Aggregate Data” has a meaning provided in Section 6.3.

“Claim Against Personam.ai” has the meaning provided in Section 12.

“Confidential Information” has the meaning provided in Section 9.1.

“Disclosing Party” has the meaning provided in Section 9.1.

“Dispute” has the meaning provided in Section 15.11.1.

“Fees” has a meaning provided in Section 8.1.

“IP Dispute” has the meaning provided in Section 15.11.6.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means any printed or electronic ordering or registration document or page, including, in either case, any addenda and supplements thereto, which cross-references and is subject to these Terms. By entering into an Order Form, you and your Affiliates agree to be bound by these Terms as if each were an original party to these Terms.

“Personam.ai” means Personam.ai, LLC and/or its Affiliates, as identified in the relevant Order Form.

“Personam.ai Services” means the content and information created, and those services, tools or functionalities offered, by Personam.ai, its Affiliates, or their respective licensors that are made available to you on or through the Personam.ai Platform, and all associated features and dashboards.

“Personam.ai Platform” means the website(s) , mobile application(s) and social media channels owned and operated by Personam.ai and/or its Affiliate(s) at which, among other things, Subscribers and Users can visualize and analyze where Users stand regarding the core issues that are central to what it is to be human: physiological needs, safety needs, love and belonging, esteem, and self-actualization, in an effort to help set and realize goals and individual growth potential, or view user general wellbeing on an individual or population basis. .

“Receiving Party” has the meaning provided in Section 9.1.

“Requirements” has the meaning provided in Section 15.11.4.

“Subscriber” means, in the case of an individual accepting these Terms on their own behalf, such individual, or, in the case of an individual accepting these Terms on behalf of a company or other legal entity, the Company Subscriber for which such individual is accepting these Terms and the Affiliates of that Company Subscriber (for so long as they remain Affiliates).

“Subscriber Content” means any content, data, information, or other materials which Subscriber or its Users provide, embed, or post, or otherwise make available or generate on the Personam.ai Platform, through features on the Personam.ai Platform that either now or in the future allow Subscribers or Users to provide, embed, or post such content, data, information, or materials.

“Subscription Level” means the level of Personam.ai Services to which you are then subscribed, based either on the subscription level to which you subscribed during the registration process or thereafter.

“Subscription Term” has a meaning provided in section 7.2.

“Taxes” has a meaning provided in Section 8.6.

“Terms” has a meaning provided in the Introduction.

“Updated Terms” has a meaning provided in Section 15.15.

“User” means an individual Subscriber, or an individual who you, as a Company Subscriber, authorize to use your Personam.ai Platform account, and to whom you (or, when applicable, Personam.ai at your request) have supplied a user identification and password. Users may (a) include your employees, consultants, contractors and agents, and third parties with which you transact business, each of whom is acting solely on or for your behalf, and with your express permission, and (b) be limited by Subscription Level.

Exhibit B –General Terms And Conditions

Definitions. Terms defined either in Exhibit A, or in the context in which they first appear in these Terms (including any Order Form), will have the indicated meaning throughout these Terms and all attached documents. Unless otherwise indicated, all Section references in these Terms are to sections in these General Terms and Conditions. 2. Provision of Personam.ai Services. Until expiration or termination of the Subscription Term, Personam.ai grants Subscriber a limited, revocable, worldwide, non-exclusive, non-transferable, non-assignable (except as expressly stated herein) license during the Subscription Term for Subscriber to access and use (if you are an individual subscriber) and/ or for Subscriber to allow its Users to access and use (if you are a Company Subscriber) those functionalities of the Personam.ai Platform and Personam.ai Services which are consistent with the Subscription Level, solely for Subscriber’s personal purposes (if you are an individual subscriber) or internal business purposes (if you are a Company Subscriber). Subscriber’s right to access and use the Personam.ai Platform and Personam.ai Services is (a) subject to the Subscription Level and Subscriber’s compliance with these Terms, including the timely payment of all applicable Fees, (b) not contingent on the delivery of any future functionality or features, and (c) not dependent on any oral or written comments made by Personam.ai regarding future functionality or features.
Use of Personam.ai, LLC Platform and Personam.ai Services.

3.1. Subscriber Responsibilities. Subscriber will (a) be responsible for its own (and for Company Subscribers, each User’s) compliance with these Terms, (b) be solely responsible for the accuracy, quality, integrity, and legality of Subscriber Content, the means by which the Subscriber or the Users acquired Subscriber Content and rights to use Subscriber Content (c) use commercially reasonable efforts to prevent unauthorized access to or use of any Personam.ai Platform account, and notify Personam.ai promptly of any such unauthorized access or use, (d) access and use, and cause Users (if applicable) to access and use, the Personam.ai Platform and Personam.ai Services only in accordance with these Terms and applicable laws and government regulations, including those related to privacy, electronic communications, and anti-spam.

3.2. No Modifications. Neither Subscriber nor any Users may in any way: (a) modify, change, alter, or create derivatives works based upon the Personam.ai Platform or Personam.ai Services; or (b) use the Personam.ai Platform or any Personam.ai Services for any purpose that (i) violates applicable law or regulation or (ii) is not expressly authorized under these Terms.

3.3. Usage Limits; Custom Integration. The Personam.ai Platform and Personam.ai Services may be subject to usage limits. If a Subscriber or its Users exceed a contractual usage limit, Personam.ai may work with the Subscriber to seek to reduce the usage so that it conforms to that limit. If, notwithstanding Personam.ai’s efforts, Subscriber is unable or unwilling to abide by a usage limit, Subscriber will pay any invoice for excess usage in accordance with the “Fees and Payment” section below. For Subscribers selecting the Personam.ai TM ENTERPRISE SOLUTIONS Subscription Level, upon request, Personam.ai will make available Subscriber Content for a one-way integration with other software solutions and third-party platforms where Subscriber may desire to import and view Subscriber Content. Any such integration services are beyond the scope of the Personam.ai Services under this Agreement and will be subject to a separate agreement between Subscriber and Personam.ai or a third-party service provider. Subscriber agrees to indemnify, defend and hold Personam.ai and its Affiliates harmless from and against any and all uses and integration of Subscriber Content on any third-party platform, solution or in conjunction with any third-party solutions or integrations provider.

3.4. Usage Restrictions. Subscriber will not, and will not permit Users to (a) make the Personam.ai Platform or any Personam.ai Services, or any portion thereof, available to anyone other than the Subscriber or the Users, or use the Personam.ai Platform or Personam.ai Services for the benefit of anyone other than the Subscriber, (b) sell, resell, license, sublicense, distribute, make available, rent, or lease the Personam.ai Platform or any Personam.ai Services, or any portion thereof, (c) use the Personam.ai Platform or any Personam.ai Services to disseminate, store, or transmit infringing, libelous, or otherwise unlawful or tortious material, or to disseminate, store, or transmit material in violation of third-party intellectual property or privacy rights, (d) use the Personam.ai Platform or any Personam.ai Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Personam.ai Platform or any Personam.ai Services, (f) attempt to gain unauthorized access to the Personam.ai Platform or its related systems or networks, (g) permit direct or indirect access to or use of the Personam.ai Platform or any Personam.ai Services in a way that circumvents any provision of these Terms, or use the Personam.ai Platform or any Personam.ai Services to access or use any of Personam.ai’s intellectual property (except as expressly permitted under these Terms), (h) modify, copy, or create derivative works based on the Personam.ai Platform or any Personam.ai Services or any part, feature, function, or dashboard thereof, (i) copy the Personam.ai Platform or any Personam.ai Services or any portion thereof, (j) frame or mirror any part of the Personam.ai Platform or any Personam.ai Services other than framing on Subscriber’s own intranets for Subscriber’s own personal or internal business purposes as expressly granted in Section 2, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Personam.ai Platform or any Personam.ai Services or access to them, (l) build a competitive product or service, (m) build a product or service using similar ideas, content, features, functions or graphics of the Personam.ai Platform or any Personam.ai Services, or (n) copy any ideas, content, features, functions or graphics of the Personam.ai Platform or any Personam.ai Services. Any use of the Personam.ai Platform or any Personam.ai Services in breach of this Section may result in immediate suspension or termination of Subscriber account, at Personam.ai’s sole discretion; Personam.ai may, at its sole discretion, use commercially reasonable efforts under the circumstances to provide Subscriber with notice and an opportunity to remedy such breach or threat prior to any such suspension or termination.

Acknowledgement of Prohibited Uses . Personam.ai Platform and Personam.ai Services are not a medical service or a service that is provided by a licensed physician or psychiatrist or other medical professional, psychologist, therapist, counselor or addictions counselor, professional life coach, nutritionist, or a substitute for any such service. The information and content provided on the Personam.ai Platform and Personam.ai Services does not establish nor replace a relationship that exists between a patient and their physician. Subscriber represents and warrants that neither Subscriber nor its Users (if applicable) will use Personam.ai Platform and Personam.ai Services for purposes of seeking or providing medical treatment or medical services , and Personam.ai and its affiliates expressly disclaim any liability or responsibility arising out of any such use of the Personam.ai Platform and Personam.ai Services. 5. Notices and messages .

5.1. By entering into these Terms or using the Personam.ai Platform or Personam.ai Services, and by providing telephone numbers and email accounts of Users, Subscriber expressly agrees and affirmatively consents: (a) to receive communications (i) from Personam.ai and (ii) from our independent contractors, including via e-mail, text message, calls, and push notifications or other messaging tools and features within the Personam.ai Platform; and (b) that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Personam.ai and our Affiliates may include: operational communications concerning Subscriber account or the use of the Personam.ai Platform or Personam.ai Services, updates concerning new and existing features or offerings on the Personam.ai Platform or with respect to Personam.ai Services, communications concerning promotions run by Personam.ai or our third-party partners, or news concerning industry developments. Standard text messaging charges applied by your cell phone carrier may apply to text messages sent by Personam.ai on or its behalf. All such charges are billed by and payable to Subscriber’s or User’s cell phone carrier. Subscriber understands that it does not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. If you wish to opt out of promotional emails or texts, you can unsubscribe by following the respective instructions in each communication . If Subscriber or User loses or plans to give up the telephone number(s) or email accounts that are linked to the Subscriber account or any User account, Subscriber and User will unsubscribe from future communications to such telephone numbers and email accounts, and agree to update all contact information in the Personam.ai Platform account in a timely manner. Subscriber represents and warrants that it owns and controls all contact information linked to Subscriber’s Personam.ai Platform account, including the email accounts and the telephone number(s).

5.2. Subscriber agrees to indemnify Personam.ai and its Affiliates for any privacy, tort or other claims relating to Subscriber’s voluntary provision of a telephone number or email account that is not owned by Subscriber and/or Subscriber’s failure to promptly notify Personam.ai of any changes in the contact information, including telephone numbers. Subscriber agrees to indemnify, defend and hold Personam.ai and its Affiliates harmless from and against any and all such claims, losses, liability, costs and expenses (including reasonable attorneys’ fees). Personam.ai will have the exclusive right to choose counsel, at Subscriber’s expense, to defend any such claims.

Proprietary Rights; Ownership of Subscriber Content and Related Obligations .

6.1. Reservation of Rights. Subject to the limited rights expressly granted in these Terms, Personam.ai, its Affiliates, and its and their licensors reserve all rights, title, and interest in and to the Personam.ai Platform and all Personam.ai Services (including all updates, customizations, and/or modifications thereto), and its and their trade and service marks, and the Aggregate Data (defined below), including in each case all related intellectual property rights. No rights are granted to Subscriber or its Users other than as expressly set forth herein.

6.2. Subscriber Marks; Public Announcements. Subscriber authorizes Personam.ai to display Subscriber name and logo: (a) on the Personam.ai Platform and in connection with Personam.ai Services, in connection with Subscriber’s use thereof; and (b) subject to Subscriber’s prior written approval, on Personam.ai’s web site and marketing materials which are not a part of the Personam.ai Platform or Personam.ai Services. Personam.ai will not alter approved marketing materials which include Subscriber’s trademark or other proprietary rights notice without Subscriber’s prior written consent. Personam.ai has no ownership interest in any of Subscriber’s trademarks. Except as expressly granted in this Section 6.2, neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or the Personam.ai Platform or Personam.ai Services, or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party.

6.3. Ownership of Subscriber Content. As between Personam.ai and Subscriber, Subscriber exclusively owns all rights, title, and interest in and to Subscriber Content. To the extent Subscriber or its Users provide, embed, or post Subscriber Content on the Personam.ai Platform, Subscriber and its Users hereby grant Personam.ai and its Affiliates a nonexclusive, perpetual, royalty-free, transferable, and fully sub-licensable right to host, copy, transmit, use, reproduce, adapt, translate, distribute, publish, and publicly display and perform Subscriber Content throughout the world in any media, now known or hereafter devised, on and through the Personam.ai Platform. Subscriber agrees that Personam.ai shall have the right to: (a) access and use Subscriber Content (i) to provide, maintain, and update Subscriber account; (ii) for the purpose of providing statistical insights and analysis related to your Users’ use of the Personam.ai Platform or Personam.ai Services; and (b) anonymize and aggregate Subscriber Content (“Aggregate Data”) to prepare reports, studies, analyses, and other work product resulting from such Aggregate Data; under no other circumstances (except as may be required by law) shall Personam.ai distribute or otherwise make available to any third party any data that is identifiable as Subscriber Content. Subject to the limited rights expressly granted hereunder, Personam.ai acquires no right, title, or interest from Subscriber under these Terms in or to any of Subscriber Content. Personam.ai’s use of Subscriber and User personal data will be governed by our Privacy Policy. In the event of a breach of the security, integrity or confidentiality of Subscriber Content, Personam.ai will promptly notify Subscriber and will provide details about the breach, to the extent available, unless prohibited by applicable laws or a governmental request. If such breach or incident triggers any third-party notice requirements under any applicable laws, Subscriber agrees that unless otherwise required by applicable law, as the owner of the personal information and data and Subscriber Content, Subscriber will be responsible for the timing, content, cost and method of any such notice and compliance with such applicable laws.

6.4. Feedback. Subscriber and its Users grant Personam.ai and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, and assignable license to use and incorporate into the Personam.ai Platform and any Personam.ai Services, any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Subscriber or Users relating to the Personam.ai Platform, any Personam.ai content and any Personam.ai Services.

Term & Termination .

7.1. Term of Agreement. These Terms commence on the date Subscriber first accepts them, and continue until all Subscription Terms have expired or have been terminated.

7.2. Renewal of Subscription Terms. Unless otherwise provided in an applicable Order Form, the term of each subscription shall (a) be for one year (the “Subscription Term”) and (b) automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives the other notice (email is acceptable) of non-renewal at least 30 days before the end of the expiring Subscription Term. The pricing during any renewal term may increase, provided that Personam.ai provides Subscriber notice of different pricing at least 45 days prior to the effective date of such fee increase.

7.3. Termination. Either party may terminate these Terms, including all applicable Order Forms, immediately and without further notice upon (a) a material breach by the other party of a material term or condition of these Terms, if such breach remains uncured within 30 days after the non-breaching party gives written notice of breach to the breaching party, (b) the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of the other party’s debts, (c) the other party making an assignment for the benefit of creditors, or (d) the other party’s dissolution or ceasing to do business. A material breach under this Section includes Subscriber’s failure to pay any applicable Fees when due. Additionally, Personam.ai may terminate these Terms, including all Order Forms, at any time, without liability, effective immediately, by providing written notice to Subscriber: (x) if necessitated by changes in applicable law or regulations, licensing from third parties, or technology; or (y) Subscriber independently develops, acquires, or makes available any tool or service that is directly competitive with the Personam.ai Platform or any Personam.ai Service.

7.4. Effect of Termination or Expiration. Upon the termination of these Terms or the expiration and non-renewal of a Subscription Term, Subscriber and its Users will immediately cease and desist from accessing and using the Personam.ai Platform (including any applicable Personam.ai Services). Termination or expiration of these Terms or an applicable Order Form shall not extinguish any of Subscriber’s or Personam.ai’s obligations under these Terms or the applicable Order Form that, by their nature, continue after the date of termination or expiration, including the obligation to pay any unpaid but due Fees and the confidentiality obligations of each party hereunder.

Fees and Payment .

8.1. Fees. Subscriber will pay all fees applicable to Subscriber’s selected Subscription Level (“Fees”). Except as otherwise specified in an applicable Order Form: (a) Fees are based on subscriptions to the Personam.ai Platform and Personam.ai Services, not actual usage; and (b) payment obligations are non-cancelable and Fees paid are non-refundable. Fees are fixed for one calendar year from the initial effective date of the first Subscription Term, but may be modified thereafter as set forth in Section 7.2.

8.2. Invoicing and Payment. Subscriber will provide Personam.ai with valid and updated credit card information, or with a valid purchase order or alternative payment method acceptable to Personam.ai. If Subscriber provides credit card information to Personam.ai, Subscriber authorizes Personam.ai to charge such credit card for all Fees due hereunder. Except as otherwise set forth in an applicable Order Form, payment of Fees shall be made in advance, monthly or annually or in accordance with any different billing frequency stated in the applicable Order Form. Unless otherwise stated in an applicable Order Form, invoiced Fees are due upon execution of the order. Subscriber is responsible for providing complete and accurate billing and contact information to Personam.ai and notifying Personam.ai of any changes to such information, as well as for payment of any fees or charges associated with Subscriber payment other than those charged by Personam.ai’s or its Affiliate’s bank.

8.3. Overdue Charges. If payment of any Fees is not received by Personam.ai by the due date, without limiting Personam.ai’s other rights or remedies: (a) unpaid Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Personam.ai may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

8.4. Suspension and Acceleration. If any Fees are 30 days or more overdue, (or ten or more days overdue in the case of amounts Subscriber has authorized Personam.ai to charge to Subscriber’s credit card), Personam.ai may, without limiting its other rights and remedies, accelerate any unpaid Fees obligations so that all such obligations become immediately due and payable, and/or suspend Subscriber’s access to the Personam.ai Platform and Personam.ai Services until such amounts are paid in full; provided that if Subscriber is paying by credit card or direct debit and payment has been declined by the applicable financial institution, Personam.ai will give Subscriber at least ten days’ prior notice that such payment is overdue before suspending Subscriber’s access to the Personam.ai Platform and Personam.ai Services.

8.5. Payment Disputes. Personam.ai will not exercise its rights under the “Overdue Charges” or “Suspension and Acceleration” sections above for 60 days if Subscriber is disputing the applicable Fees reasonably and in good faith and are cooperating diligently to resolve the dispute.

8.6. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with purchases hereunder. If Personam.ai has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section, Personam.ai will invoice Subscriber and Subscriber will pay that amount unless Subscriber provides Personam.ai with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Personam.ai is solely responsible for taxes assessable against it based on its income, property, and employees.

Confidentiality .

9.1. Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether electronically, orally, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Personam.ai’s Confidential Information includes the Personam.ai Platform, Personam.ai Services, Aggregate Data, contact and identity information of Subscribers and visitors to any Personam.ai website, and the terms and conditions of these Terms (including all Order Forms and pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any contractual, legal, or fiduciary obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without reference to, or reliance upon, the Confidential Information of the Disclosing Party. Each party retains all ownership, right, and title in and to its Confidential Information.

9.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) to protect the Confidential Information of the Disclosing Party; (b) not use any Confidential Information of the Disclosing Party for any purpose not authorized by these Terms; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to, and disclosure of, the Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of these Terms or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent; provided that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing: (i) Personam.ai may disclose the terms of these Terms and any applicable Order Form to a subcontractor to the extent necessary to perform Personam.ai’s obligations related to these Terms, under terms of confidentiality materially as protective as those set forth herein and (ii) Personam.ai may provide access to Subscriber Confidential Information to those Users, employees, contractors, and agents whom Subscriber permits to use and manage Subscriber access and use of the Personam.ai Platform and Personam.ai Services.

9.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

Data Protection . Subscriber acknowledges that Personam.ai does not control the transfer of data over telecommunications facilities, including the internet. Personam.ai does not warrant secure operation of the Personam.ai Platform or Personam.ai Services, or that it will be able to prevent disruptions to Subscriber or User access or use of the Personam.ai Platform. Subscriber acknowledges further that the Personam.ai Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Personam.ai is not responsible for any delays, delivery failures, or other damage resulting from such problems with the use of the internet or electronic communications. Personam.ai makes no warranties or guarantees regarding the compliance of Personam.ai Platform or Personam.ai Services with any specific law or regulation governing a particular type of data. The terms of the data DPA, made available to you via the Personam.ai Platform, are hereby incorporated by reference and shall apply to the extent that Subscriber provides Personal Data (as defined in the DPA) to Personam.ai, or Personam.ai transfers Personal Data, as part of Subscriber’s use of the Personam.ai Platform and Personam.ai Services.
Representations, Warranties, and Disclaimers .

11.1. Representations and Warranties by Subscriber. Subscriber represents and warrants to Personam.ai that: (a) Subscriber Content will be true and complete, (b) neither Subscriber Content or Confidential Information contain any material which violates Personam.ai’s content guidelines or which is otherwise unlawful, defamatory, or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights), or which may encourage a criminal offense or otherwise give rise to civil liability, or which contains any Malicious Code, (c) Subscriber and its Users will comply with all applicable laws and regulations (including all applicable privacy/data protection laws and regulations) and (d) Subscriber will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer and processing of personal data (as defined under data protection laws). Personam.ai reserves the right, at its sole discretion, to reject or remove Subscriber Content or any other information or materials posted on or through the Platform or to alter such information or materials to conform to technical specifications for the Personam.ai Platform and/or to comply with applicable law. Subscriber further represents and warrants to Personam.ai that it will not, and will not authorize or induce any other party, to: (i) generate automated, fraudulent, or otherwise invalid reviews, questions, comments, clicks, or other actions with regard to the Personam.ai Platform or Personam.ai Services; (ii) use any automated means or form of scraping or data extraction to access, query, or otherwise collect Personam.ai Services or other data, content, or reviews from the Personam.ai Platform, except as expressly permitted by Personam.ai; or (iii) use any Personam.ai trade or service marks in any manner without Personam.ai’s prior written consent.

11.2. Mutual Warranties. Each party represents and warrants that it has the legal power to enter into these Terms.

11.3. DISCLAIMER. Except as expressly provided herein, Personam.ai makes no warranty of any kind, whether express, implied, statutory, or otherwise, and Personam.ai specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free use or service, error correction, availability, accuracy of informational content, system integration, and any and all implied warranties arising from statute, course of dealing, course of performance, or usage of trade, to the maximum extent permitted by applicable law. Personam.ai Services and the Personam.ai Platform are provided “AS IS” and “AS AVAILABLE”, exclusive of any warranty whatsoever. Furthermore, to the fullest extent permitted by law, Personam.ai specifically disclaims all warranties and guarantees regarding (a) performance, quality, and results, and (b) the accuracy of the information that Personam.ai provides in connection with the Personam.ai Platform and/or the Personam.ai Services. Personam.ai shall not be liable for non-performance of Subscribers or other third parties. Additionally, Personam.ai disclaims all liability arising from Personam.ai’s access to Subscriber account on Subscriber’s behalf in order to make changes or post information to the Personam.ai Platform in accordance with Subscriber instructions; it is Subscriber’s responsibility to confirm that Subscriber’s instructions are executed as requested.

Indemnification . Subscriber will defend Personam.ai and its Affiliates against any claim, demand, suit, or proceeding made or brought against Personam.ai or any Affiliate arising out of or in connection with (a) a third party allegation that Subscriber Content infringes or misappropriates such third party’s intellectual property rights, including rights of privacy and publicity (b) any violation of the representations and warranties provided under these Terms by Subscriber, (c) Subscriber’s or its Users’ use of the Personam.ai Platform or Personam.ai Services in an unlawful manner or in violation of these Terms and/or applicable Order Form ((a) through (c) each a “Claim Against Personam.ai”), and will indemnify Personam.ai and its Affiliates from any damages, attorney fees, and costs finally awarded against Personam.ai or its Affiliates as a result, or for any amounts paid by Personam.ai or its Affiliates under a settlement approved by Subscriber in writing, of a Claim Against Personam.ai, provided that Personam.ai: (i) promptly gives Subscriber written notice of the Claim Against Personam.ai; (ii) gives Subscriber sole control of the defense and settlement of the Claim Against Personam.ai (except that Subscriber may not settle any Claim Against Personam.ai unless it unconditionally releases Personam.ai and its Affiliates of all liability); and (iii) gives Subscriber all reasonable assistance, at Subscriber’s expense. The above defense and indemnification obligations do not apply if a Claim Against Personam.ai arises from Personam.ai’s or its Affiliate’s breach of these Terms (including the applicable Order Form).
Limitation of Liability .

13.1. Limitation of Liability . In no event shall the aggregate liability of Personam.ai, LLC, together with all of its affiliates, arising out of or related to these Terms exceed the total amount paid by Subscriber hereunder in the twelve months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.

13.2. Exclusion of Consequential and Related Damages. In no event will either party or its affiliates have any liability arising out of or related to these Terms for any lost profits, revenues, goodwill, data, use, or other economic advantage, or for indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law and does not limit indemnification obligations under the “Indemnification” section.

13.3. The parties agree that this section 13 represents a reasonable allocation of risk and that Personam.ai would not proceed in the absence of such allocation.

Non-Solicitation . Subscriber agrees that it will not, at any time during the term and for a period of 18 months after termination of these Terms, whether for Subscriber’s own account or for the account of others, solicit for employment, hire or otherwise engage any of the employees or independent contractors of Personam.ai, LLC. Notwithstanding the foregoing, nothing in these Terms shall prevent Subscriber from hiring any person who responds to a general solicitation not personally directed to such person. In the event Subscriber hires or engages an employee or contractor of Personam.ai in violation of this Section, Personam.ai shall be entitled to collect liquidated damages from Subscriber to compensate Personam.ai for locating, recruiting, hiring and training a replacement person. Personam.ai’s liquidated damages shall be a sum equal to two times the gross annual compensation of the person Subscriber wrongfully hired or engaged. Gross annual compensation means twelve times the subject employee or contractor’s last full month’s compensation from Personam.ai including bonuses and benefits. The parties agree and acknowledge that this amount is a reasonable, liquidated amount and not a penalty. 15. General .

15.1. Assignment. Neither Subscriber nor Personam.ai may assign these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, that either party may assign these Terms in their entirety (including all Order Forms), without the other party’s prior written consent (a) to an Affiliate or (b) in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the assigning party’s business. Subject to the foregoing, these Terms (including each Order Form) will bind and inure to the benefit of Personam.ai and Subscriber, and our respective successors and permitted assign ee s.

15.2. Interpretation. If any provision of these Terms or any applicable Order Form, shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of these Terms or any applicable Order Form is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Titles and headings of sections of these Terms are for convenience only and shall not affect the construction of any provision of these Terms. Any ambiguous provisions are not to be construed against either party. Any use of the term “include” or “includes” or “including” means “include without limitation,” “includes without limitation” and “including,” respectively. The term “shall” is synonymous with “will.”

15.3. Relationship of the Parties. Subscriber and Personam.ai are independent contractors to one another. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between us. Each party will be solely responsible for payment of all compensation owed to its respective employees, as well as all employment-related taxes.

15.4. Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms, except for certain third party beneficiary rights granted to Apple, Inc. under the Website Terms of Use.

15.5. Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

15.6. Export Compliance. Each party represents that it is not named on any U.S. government denied-party list. Subscriber will not permit any User to access or use the Personam.ai Platform or any Personam.ai Services in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria, and Crimea) or in violation of any U.S. export law or regulation.

15.7. Notice. Unless otherwise expressly indicated, any consent or authorization required under these Terms shall be at the sole discretion of the party from whom such consent is required. Notice shall be deemed to have been received by a party, and effective, on the day received. All breach-related and indemnification-related notices permitted or required under these Terms shall be in writing and delivered by recognized postal or courier services who provide delivery confirmation to the other party’s address set forth on the initial Order Form, or such other address as the parties may subsequently provide in writing. All other notices may be sent by email with notice deemed given: (a) upon acknowledgement of receipt by a reply email; or (b) when Personam.ai posts the notice in the Personam.ai Platform.

15.8. Force Majeure . Personam.ai shall not be liable to Subscriber by reason of any failure in performance of these Terms if the failure arises out of the unavailability of communications facilities or energy sources, acts of God, acts of Subscriber, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, pandemics, disease, quarantines, cybersecurity incidents, or any other causes beyond the reasonable control of Personam.ai, LLC.

15.9. Use by Foreign Nationals . Subscriber will: (a) ensure that neither the Personam.ai Platform nor any Personam.ai Services are used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the U.S. Export Administration Regulations, 15 C.F.R. 740 et. seq.; and (b) not take any steps to facilitate such use.

15.10. Applicable Law.

15.10.1. U.S., Canada, Caribbean and the Americas . If Subscriber’s principal place of business (or primary residence, if Subscriber is an individual) is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects (without regard to any conflict of laws provisions) in accordance with the laws of the United States of America and the State of Delaware as such laws are applied to agreements entered into and to be performed entirely within the State of Delaware.

15.10.2. United Kingdom, Europe and Elsewhere . If Subscriber’s principal place of business (or primary residence, if Subscriber is an individual) is located in the United Kingdom, Europe or anywhere other than North America or South America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation shall be governed by and construed in all respects (without regard to any conflict of laws provisions) in accordance with the laws of England as such laws are applied to agreements entered into and to be performed entirely within England.

15.10.3. Provisions Applicable in all Countries . As these Terms are not a contract for the sale of goods, these Terms shall not be governed either by: (a) codification of Article 2 or 2A of the Uniform Commercial Code; or (b) the United Nations Convention on the International Sale of Goods. No version of the Uniform Computer Information Transactions Act shall apply to these Terms. Both parties confirm that they have requested that these Terms be drafted in English. Les parties contractantes confirment qu’elles ont exigé quele présent contrat et tous les documents associés soient redigés en anglais.

15.11. Dispute Resolution.

15.11.1. Informal Resolution . Subject to Section 15.11.6, Personam.ai and Subscriber agree to try for 60 days to resolve any dispute under or in connection with these Terms (a “Dispute”) informally. If the parties cannot settle any Dispute during this time period, then subject to Section 15.11.6: (a) the parties agree to enter binding arbitration (as defined in this Section 15.11), and not to sue in court in front of a judge or jury; and (b) if Subscriber’s principal place of business is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, the parties also agree that class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without the consent of all parties.

15.11.2. Service of Process and Notice of Dispute . To the fullest extent permitted by applicable law or by any rules of any applicable arbitrators, courts or other tribunals, both parties hereby designate each of their respective corporate officers (including the President, CEO, and other C-level executives or equivalents) as agents to receive service of process by delivery via a reputable overnight courier to the receiving party’s address on file with the government registry of that party’s jurisdiction of organization or formation. Each party hereby acknowledges and agrees that such service of process shall be adequate and sufficient as if it were made by formal service of process pursuant to applicable laws or rules.

If Subscriber wishes to raise a Dispute and Personam.ai’s customer service representatives cannot resolve it, a Notice of Dispute should be sent by postal mail to Personam.ai, LLC, ATTN: LEGAL DEPARTMENT which includes: Subscriber name, address, contact information, the problem you wish to raise, and Subscriber’s preferred means of resolution. Personam.ai will do the same if Personam.ai has a dispute to raise with Subscriber. After 60 days, subject to Section 15.11.6, Subscriber or Personam.ai may start arbitration in accordance with Section 15.11.3 if the dispute is unresolved.

15.11.3. Exclusive Forum and Place of Arbitration.

15.11.3.1. U.S., Canada, Caribbean and the Americas . If Subscriber’s principal place of business (or primary residence, if Subscriber is an individual) is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, and a Dispute was not resolved through the informal resolution process described above then, subject to Section 15.11.6: (a) such Dispute shall be finally settled in accordance with the Commercial Arbitration Rules of the American Arbitration Association; and (b) any such arbitration shall be conducted in the English language in New Castle County, Delaware by a sole arbitrator.

15.11.3.2. United Kingdom, Europe and Elsewhere . If Subscriber’s principal place of business (or primary residence, if Subscriber is an individual) is located in the United Kingdom, Europe or anywhere other than North America, Central America or South America, and a Dispute was not resolved through the informal resolution process described above then, subject to Section 15.11.6: (a) such Dispute shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce, as amended by this section 15.11; and (b) any such arbitration shall be conducted in the English language in London, England by a sole arbitrator.

15.11.4. Appointment of Arbitrator . For the purposes of the arbitration, a single arbitrator shall be selected by the parties, in default of which the arbitrator shall be appointed in accordance with the applicable arbitration rules. The arbitrator elected by the parties must be a qualified attorney, solicitor or barrister with at least 10 years of post-qualification practice experience, and also have experience in the fields of software development and/or software-as-a-service platform development and distribution and intellectual property disputes (together, the “Requirements”). In appointing an arbitrator, the arbitral tribunal must, as far as possible, have regard to the Requirements.

15.11.5. Limitations . To the extent permitted by applicable law, Subscriber must commence arbitration of any Dispute within one year of the date on which the relevant cause of action accrued (or, if later, within one year of the date on which the innocent party ought reasonably to have become aware of such an accrual), otherwise it is permanently barred. The arbitrator shall be bound by the provisions of these Terms and base the decision on applicable law and judicial precedent, shall include in such decision the findings of fact and conclusions of law upon which the decision is based, and shall not grant any remedy or relief that a court could not grant under applicable law. Except to the extent otherwise expressly provided in applicable arbitration rules, the arbitrator’s decision shall be final and binding upon the parties, and shall not be subject to appeal.

15.11.6. Enforcement; Equitable Relief; IP Disputes . Notwithstanding anything to the contrary in this Section 15.11: (a) either party may enforce any judgment rendered by the arbitrator in any court of competent jurisdiction; (b) the arbitrator shall have the right to issue equitable relief, including preliminary injunctive relief; (c) Personam.ai shall be entitled to apply to any court of competent jurisdiction for any interim relief; (d) Personam.ai shall be entitled to bring, in any court of competent jurisdiction, at any time, any claim concerning or related to the enforcement or validity of any intellectual property rights (including, for the avoidance of doubt, any trade secrets or confidential information) of Personam.ai or licensors of Personam.ai (an “IP Dispute”); and (e) Personam.ai shall be entitled, upon receipt of any request for arbitration from Subscriber under this Section 15.11, to decline to submit to the jurisdiction of any arbitral tribunal insofar as the request for arbitration relates to any IP Dispute, in which case Subscriber may bring the same IP Dispute in any court of competent jurisdiction.

15.11.7. Attorneys’ Fees . The rules of the applicable arbitral tribunal will govern payment of filing fees and the arbitrator’s fees and expenses, but the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the losing party .

15.12. Changes in Laws. Notwithstanding anything to the contrary in these Terms, Personam.ai may limit or discontinue the provision of the Personam.ai Platform and Personam.ai Services to the extent: (a) Personam.ai or any vendor of Personam.ai is restricted by any rule, regulation, law or governmental entity; (b) Personam.ai or any vendor has discontinued the collection of data; or (c) Personam.ai or any vendor of Personam.ai is prohibited from providing Personam.ai Services. In addition, Personam.ai is committed to continuously making better the Personam.ai Platform and Personam.ai Services, including the Subscriber and User experiences. For this reason, Personam.ai may discontinue, upgrade or change the production, support, delivery and maintenance of the Personam.ai Platform and any Personam.ai Services if Personam.ai develops an upgraded version or otherwise no longer generally provides the same to its subscribers, provided however that no such updates will materially diminish the functionality or performance of the Personam.ai Platform and Personam.ai Services. In the event that Personam.ai materially modifies the content or scope of the Personam.ai Platform of Personam.ai Services provided to Subscriber, the parties shall renegotiate the fees in good faith according to the prevailing pricing models.

15.13. Forms of Consent. These Terms (including applicable Order Forms) and any amendments thereto may be executed in counterparts. The parties consent to the conduct of transactions and the execution of any amendments between them by electronic means or records, including by use of electronic signatures and facsimile copies of a party’s signature.

15.14. Survival . The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms: 5.1, 6.2, 6.3, 6.4, 7.4, 8.1, 9, 11.3, 12, 13, 14, 15.

15.15. Entire Agreement. Some of the Personam.ai Services may be subject to additional terms and conditions, including our Acceptable Use Policy (“Additional Terms”), which are posted separately from these Terms but are incorporated and form a part of these Terms if you decide to use or access those features. These Terms (including the then-current Website Terms of Use, any applicable Additional Terms, and the other components identified in the Introduction) contain the entire agreement of the parties with respect to the subject matter hereof, and there are no other promises or conditions in any other agreements, whether oral or written. These Terms supersede any prior written or oral agreements between the parties in connection with the subject matter hereof. The parties agree that any term or condition stated in a purchase order provided by you or in any other order documentation provided by you (excluding Order Forms) is void and expressly rejected. In the event of any conflict or inconsistency, the order of precedence shall be: (a) the applicable Order Form, (b) any applicable Additional Terms, (c) these Terms, and (d) the Website Terms of Use. Personam.ai reserves the right, in its sole discretion, to change terms and conditions of any of the exhibits – including the General Terms and Conditions in Exhibit B (“Updated Terms”) from time to time. Unless Personam.ai makes a change for legal or administrative reasons, Personam.ai will provide reasonable advance notice before the Updated Terms become effective. You agree that Personam.ai may notify you of the Updated Terms by posting them on the Personam.ai Platform, and that your use of the Personam.ai Platform or Personam.ai Services after the effective date of the Updated Terms (or engaging in such other conduct as Personam.ai may reasonably specify) constitutes your agreement to the Updated Terms. You should review these Terms and any Updated Terms before using the Personam.ai Platform or any Personam.ai Services. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Personam.ai Platform and the Personam.ai Services from that point forward. Except as otherwise expressly provided in this Section, these Terms may be amended or modified only in a writing executed by both parties.

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Acceptable Use Policy

Last Updated on March 1, 2022.

This Acceptable Use Policy (“AUP”), is made a part of your Subscriber Terms of Use, in which case it governs the access of the Personam.ai Platform by you, the Subscriber, or your Users. The AUP is also made a part of the Personam.ai Website Terms of Use, in which case it governs the access of the Personam.ai Platform by anyone visiting or otherwise accessing the Personam.ai Platform (as applicable and as used herein, Subscriber Terms of Use and Website Terms of Use are referred to as the “Terms”). If there is any conflict between the AUP and the Terms, the provisions of the Terms will control. Unless expressly defined in the AUP, all capitalized terms used herein will have the meaning assigned to them in the Terms.

You are responsible for your access to and use of, and each User’s access to and use of, the Personam.ai Platform. All access and use of the Personam.ai Platform is subject to the following terms and conditions:

Acceptable Use . You may use the Personam.ai Platform solely as expressly permitted in the Terms, including the AUP. You or all Users must comply with the acceptable use conditions listed below, as well as any acceptable use policy posted by Personam.ai at its website or made available to you or Users through the Personam.ai Platform. Personam.ai reserves the right to modify its AUP at any time by posting the revised AUP on its website or making the revised AUP available through the Personam.ai Platform. Each use of the Personam.ai Platform after the posting date of a revised AUP indicates acceptance of the revised AUP by you or any User(s).
Restrictions . The content and information on the Personam.ai Platform (including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code, or other material), as well as the infrastructure used to provide such content and information, is proprietary to us or our licensors. You agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or lease, sell or re-sell or otherwise distribute any such content or information obtained from or through the Personam.ai Platform. Without limiting the generality of the foregoing limitation or any of the other conditions or restrictions set forth in the Terms, you will not (and if applicable, will not allow Users to):
take actions which result in access, or attempts to access, the Personam.ai Platform from more than one computer at any one time;
distribute or share any Personam.ai Platform user name or password with anyone; or
reveal a User’s account password to others, or allow use of a User’s account by others;
use the Personam.ai Platform to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment;
remove, modify or obscure any copyright, trademark or other proprietary rights notices which appear in or on the Personam.ai Platform or any report or other output generated thereby;
use the Personam.ai Platform or any of Personam.ai’s resources to violate the intellectual property or privacy rights of any person or entity;
access, monitor, or copy any content or information of the Personam.ai, LLC Platform using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
violate the restrictions in any robot exclusion headers on the Personam.ai Platform or bypass or circumvent other measures employed to prevent or limit access to the Personam.ai Platform;
take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
deep-link to any portion of the Personam.ai Platform for any purpose without our express written permission;
frame”, “mirror”, or otherwise incorporate any part of the Personam.ai Platform into any other website or mobile application without our prior written authorization;
attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Pin connection with the Personam.ai Platform or the content we provide; or
log in using an alias that masks your true identity.

The Personam.ai Platform may contain various forums through which you and third parties may interact, communicate, or post or link other content, messages, materials, videos, or other items to the Personam.ai Platform (“Interactive Areas”). If Personam.ai provides you access to such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using the Personam.ai Platform, including any Interactive Areas, you expressly agree not to post, link, upload to, transmit, distribute, store, create, or otherwise publish or view through the Personam.ai Platform any of the following:

content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable;
content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law;
content that may infringe or misappropriate any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Personam.ai, LLC;
Political campaigning or advertising, contests, sweepstakes, or raffles;
Private information of any third party, including, without limitation, surname (family name), addresses, phone numbers, email addresses, Social Security numbers, financial information, and credit card numbers;
Viruses, corrupted data, or other harmful, disruptive, or destructive files; or
content or links to your content that, in the sole judgment of Personam.ai, LLC, (i) violates the terms of the AUP, (ii) is objectionable, (iii) restricts or inhibits any other person from using or enjoying the Interactive Areas or the Personam.ai Platform, or (iv) may expose Personam.ai or its affiliates or its or their users and/or sublicensees to any harm or liability of any type.

Any use of the Interactive Areas or other portions of the Personam.ai Platform in violation of the foregoing violates the AUP and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Personam.ai Platform.

Without limiting the foregoing, Personam.ai takes no responsibility and assumes no liability for any content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor is Personam.ai liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As a provider of interactive services, Personam.ai is not liable for any statements, representations, or content provided by its users in any Interactive Area or portion of the Personam.ai Platform. Although Personam.ai has no obligation to screen, edit, or monitor any of your content posted to or distributed through any Interactive Area, Personam.ai reserves the right, and has absolute discretion, to remove, screen, or edit, without notice, any content posted or stored on the Personam.ai Platform at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any of your content on the Personam.ai Platform at your sole cost and expense.

Confidentiality . You and all Users shall (a) keep your access credentials (e.g., user names and passwords) confidential, and (b) immediately notify Personam.ai if the integrity or security of its access credentials is compromised. You will be responsible for all activities and charges incurred under your account, and activity taking place in your account, where such charges and activities were originated using your access credentials. You acknowledge and agree that you are solely responsible for the issuance of access codes and passwords and that Personam.ai will only issue access codes or passwords to your Users on your instruction and as your agent. You acknowledge and agree that Personam.ai is authorized to accept the user identifications and passwords as conclusive evidence that you, or your Users, as the case may be, have accessed, utilized, or otherwise employed the Personam.ai Platform or Personam.ai Services.
Equipment. You are solely responsible for all equipment and other resources necessary to connect to and communicate with the Personam.ai Platform. You must obtain access to the world wide web, pay any service fees associated with such access, and provide all equipment necessary to make such a connection, including a computer, a modem, or other access devices.. You acknowledge and agree that such equipment and system requirements, which may change from time to time, are your responsibility, along with all associated costs.

Website Terms of Use

Last Updated on March 1, 2022.

These terms, conditions, and notices (“Terms”) govern your access to and use of the Personam.ai.com website, and any Personam.ai mobile application(s), and related services, information, or communications (collectively, the “Personam.ai Platform”).

PLEASE READ THE BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER IN THE DISPUTE RESOLUTION SECTION. IT AFFECTS HOW DISPUTES ARE RESOLVED.

By accessing or using the Personam.ai Platform in any manner, you agree to be bound by these Terms. Please read these Terms carefully. If you do not accept all of these Terms, you may not use the Personam.ai Platform.

Be sure to return to this page periodically to review the most current version of these Terms. We may modify these Terms or any additional terms that apply to the Personam.ai Platform to, for example, reflect changes to the law or changes to the Personam.ai Platform. We will notify you about material changes to these Terms by either sending a notice to the email address you provided to us and/or by placing a prominent notice of modifications to these Terms on this page. What constitutes a material change will be determined in our sole discretion. Your continued use of the Personam.ai Platform following any changes or revisions to the Terms constitutes your complete and irrevocable acceptance of any and all such changes. If you do not agree to the modified Terms, you should discontinue your use of the Personam.ai Platform.

The terms “we”, “us”, “our” and “Personam.ai” refer to Personam.ai, LLC, a Delaware limited liability company located at 1700 Market Street, Ste 1005, Philadelphia, PA 19103, United States. The term “you” refers to the person visiting, subscribing, registering, or otherwise using the Personam.ai Platform and/or contributing content on the Personam.ai Platform. If you are accessing or using the Personam.ai Platform on behalf of a business, that business accepts these Terms, and the term “you” also refers to that business.

Use of the Personam.ai Platform

The Personam.ai Platform is a web-based and mobile app-based service provider which enables users to visualize and analyze where users stand regarding the core issues that are central to what it is to be human: physiological needs, safety needs, love and belonging, esteem, and self-actualization, in an effort to help set and realize goals and individual growth potential, or view user general wellbeing on an individual or population basis, depending on your subscription level..

As a condition of your use of the Personam.ai Platform , you warrant that (i) all information supplied by you on the Personam.ai Platform is true, accurate, current, and complete, (ii) if you have a Personam.ai account (“Subscriber”), you will safeguard your account information and will supervise and be completely responsible for any use of your account by anyone other than you, and (iii) you are 18 years of age or older. Personam.ai does not knowingly collect the information of anyone under the age of 18. We retain the right at our sole discretion to deny access to anyone to the Personam.ai Platform and the content we offer, at any time and for any reason, including, but not limited to, for violation of these Terms.

Personam.ai believes in protecting your privacy. Please click here to review our current Privacy Policy, which also governs your use of the Personam.ai Platform, to understand our practices.

License and Consent to Use Your Content; Acceptable Use

Please be aware that any submission of content, materials, or information to the Personam.ai Platform is further subject to the terms of our Subscriber Terms of Use if you are a Subscriber. In addition, all users of the Personam.ai Platform, including Subscribers, must comply with the acceptable use conditions as set forth in our Acceptable Use Policy, which is fully incorporated into these Terms by this reference and will have the same force and effect as if set forth in full here. If you are a Subscriber, please refer to the Subscriber Terms of Use and the Acceptable Use Policy for additional terms and licenses that govern your use of or subscription to the Personam.ai Platform, as well as your sharing of content on the Personam.ai Platform. In the event of conflict between these Terms and your Subscriber Terms of Use, your Subscriber Terms of Use will govern.

Liability Disclaimer and Indemnification

ALL INFORMATION, CONTENT, SUBMISSIONS, SOFTWARE, PRODUCTS, AND/OR SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE WITHOUT WARRANTY OF ANY KIND BY PERSONAM.AI. PERSONAM.AI DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT THE PERSONAM.AI PLATFORM, ITS SERVERS, OR ANY EMAIL OR COMMUNICATION SENT FROM PERSONAM.AI, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PERSONAM.AI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION, CONTENT, SUBMISSIONS, SOFTWARE, PRODUCTS, AND/OR SERVICES CONTAINED OR DESCRIBED ON THE PERSONAM.AI PLATFORM , INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, UNINTERRUPTED OR ERROR-FREE USE OR SERVICE, ERROR CORRECTION, AVAILABILITY, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION.

IN NO EVENT SHALL PERSONAM.AI (NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY ON, OR USE OF THE PERSONAM.AI PLATFORM OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE PERSONAM.AI PLATFORM (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON INFORMATION OR ANY CONTENT APPEARING ON THE PERSONAM.AI PLATFORM; ANY COMPUTER VIRUSES, INFORMATION, CONTENT, SUBMISSIONS, SOFTWARE, LINKED SITES, PRODUCTS, AND/OR SERVICES OBTAINED OR ACCESSED THROUGH THE PERSONAM.AI PLATFORM; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY ON, OR USE OF THE PERSONAM.AI PLATFORM) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF PERSONAM.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. The limitations of liability provided in these Terms inure to the benefit of Personam.ai and you agree that this section represents a reasonable allocation of risk and that Personam.ai would not proceed in the absence of such allocation.

You agree to defend and indemnify Personam.ai and its affiliates and licensees and any of its or their officers, directors, employees, and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, liabilities, or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of:

your breach of these Terms or the documents referenced herein;

your violation of any law or the rights of a third party; or

your use of the Personam.ai Platform.

If you are a Subscriber, please be aware that your use of and registration on the Personam.ai Platform, including your use of Personam.ai Licensed Materials (as defined herein) or any third-party content, information, products, or services, is further subject your Subscriber Terms of Use, which will govern in the event of any conflict between these Terms and the Subscriber Terms of Use.

Links to Third-Party Sites

The Personam.ai Platform may contain hyperlinks to websites or platforms operated by parties other than Personam.ai. Such hyperlinks are provided for your reference only. We do not control such websites or platforms and are not responsible for their content or the privacy or other practices of such websites or platforms. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Personam.ai Platform or other websites or platforms) is free of such items as viruses, worms, trojan horses, defects, and other items of a destructive nature. Our inclusion of hyperlinks to such websites or platforms does not imply any endorsement of the material on such websites or platforms or any association with their operators.

Software and Licensed Materials Available On The Personam.ai Platform

The Personam.ai Platform is controlled and operated by Personam.ai from its offices in the State of Delaware in the United States. Software used in the operation of the Personam.ai Platform (“Software”) is subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Sudan, Syria, or any other country to which the U.S. has embargoed goods, or (b) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using the Personam.ai Platform , you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Any Software or reports, additional licensed content, information, research reports, and/or review data (individually and collectively, “Licensed Materials”) from Personam.ai made available through the Personam.ai Platform, is owned by Personam.ai and/or its affiliates or licensors, and is protected by copyright and/or trade secret laws and international treaty provisions. Any reproduction, redistribution, or disclosure of the Software and/or Licensed Materials is expressly prohibited and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE AND/OR LICENSED MATERIALS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED UNLESS OTHERWISE EXPRESSLY AUTHORIZED BY PERSONAM.AI IN WRITING.

All contents of the Personam.ai Platform are: © Copyright 2022 Personam.ai, LLC. All rights reserved. Personam.ai is not responsible for content on websites, platforms, or mobile applications operated by parties other than Personam.ai. Personam.ai, its logo, and, except as noted below, all other product or service names, logos, or slogans displayed on the Personam.ai Platform are registered and/or common law trademarks of Personam.ai, LLC or its suppliers or licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Personam.ai or the applicable trademark holder. In addition, the look and feel of the Personam.ai Platform, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of Personam.ai and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Personam.ai. All other trademarks, registered trademarks, product names, and company names or logos mentioned in or on the Personam.ai Platform are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Personam.ai.

Other logos and products and company names mentioned herein may be the trademarks of their respective owners.

Personam.ai respects the intellectual property of others and expects others to do the same. If you believe, in good faith, that any materials provided on or in connection with the Personam.ai Platform infringe upon your copyright, please refer to our Copyright Complaint Policy, which governs our responses to any notice of alleged infringement that complies with the Digital Millennium Copyright Act.

App Store-Sourced Applications

The following applies to any application comprising the Personam.ai Platform that is accessed through or downloaded from the Apple App Store (an “App Store-Sourced Application”):

You acknowledge and agree that (i) these Terms are entered into between you and Personam.ai only, and Apple Inc. (“Apple”) is not a party to these Terms other than as third-party beneficiary as contemplated below, and (ii) Personam.ai, 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, including any license and use limitations therein.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Application.

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 Personam.ai 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 Personam.ai, subject at all times to warranty limitations and exclusions set forth in these Terms.

You and Personam.ai acknowledge that, as between Personam.ai 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: (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.

You and Personam.ai 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 Personam.ai and Apple, Personam.ai (and not Apple) will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, though only to the extent required by these Terms.

You acknowledge, represent, and warrant that (i) you are not located in a country embargoed by United States or other applicable law from receiving the Personam.ai Platform and related services, (ii) you are not located in a country that has been designated by the U.S. Government as a “terrorist supporting” country, and (iii) you have not been listed by the U.S. Government on any U.S. Government list of prohibited or restricted parties. If you are unable to make the acknowledgements and representations in this paragraph, you are not permitted to use or access the Personam.ai Platform or any App Store-Sourced Application.

You and Personam.ai acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the App Store-Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store-Sourced Application against you as a third party beneficiary thereof.

Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the App Store-Sourced Application.

Applicable Law

U.S., Canada, Caribbean and the Americas. If your principal place of business (or primary residence, if you are an individual) is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects (without regard to any conflict of laws provisions) in accordance with the laws of the United States of America and the State of Delaware as such laws are applied to agreements entered into and to be performed entirely within the State of Delaware.

United Kingdom, Europe and Elsewhere. If your principal place of business (or primary residence, if you are an individual) is located in the United Kingdom, Europe or anywhere other than North America or South America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation shall be governed by and construed in all respects (without regard to any conflict of laws provisions) in accordance with the laws of England as such laws are applied to agreements entered into and to be performed entirely within England.

Provisions Applicable in all Countries. As these Terms are not a contract for the sale of goods, these Terms shall not be governed either by: (a) codification of Article 2 or 2A of the Uniform Commercial Code; or (b) the United Nations Convention on the International Sale of Goods. No version of the Uniform Computer Information Transactions Act shall apply to these Terms.

Dispute Resolution

Informal Resolution. Subject to the section below titled “Enforcement; Equitable Relief; IP Disputes,” Personam.ai and you agree to try for 60 days to resolve any dispute under or in connection with these Terms (a “Dispute”) informally. If the parties cannot settle any Dispute during this time period, then subject to the section below titled “Enforcement; Equitable Relief; IP Disputes”: (a) the parties agree to enter binding arbitration (as defined in this section), and not to sue in court in front of a judge or jury; and (b) if your principal place of business is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, the parties also agree that class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without the consent of all parties.

Service of Process and Notice of Dispute. To the fullest extent permitted by applicable law or by any rules of any applicable arbitrators, courts or other tribunals, the parties to these Terms hereby designate each of their respective corporate officers (including the President, CEO, and other C-level executives or equivalents), if applicable, as agents to receive service of process by delivery via a reputable overnight courier to the receiving party’s address on file with the government registry of that party’s jurisdiction of organization or formation. Each party hereby acknowledges and agrees that such service of process shall be adequate and sufficient as if it were made by formal service of process pursuant to applicable laws or rules.

If you wish to raise a Dispute and Personam.ai’s customer service representatives cannot resolve it, a Notice of Dispute should be sent by postal mail to Personam.ai, ATTN: LEGAL DEPARTMENT which includes: your name, address, how to contact you, the problem your wish to raise, and your preferred means of resolution. Personam.ai will do the same if Personam.ai has a dispute with you. After 60 days, subject only to exception set forth in this section, you or Personam.ai may start arbitration in accordance with this section if the dispute is unresolved.

Exclusive Forum and Place of Arbitration. U.S., Canada, Caribbean and the Americas. If your principal place of business (or primary residence, if you are an individual) is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, and a Dispute was not resolved through the informal resolution process described above then: (a) such Dispute shall be finally settled in accordance with the Commercial Arbitration Rules of the American Arbitration Association; and (b) any such arbitration shall be conducted in the English language in New Castle County, Delaware by a sole arbitrator.

Exclusive Forum and Place of Arbitration. United Kingdom, Europe and Elsewhere. If your principal place of business (or primary residence, if you are an individual) is located in the United Kingdom, Europe or anywhere other than North America, Central America or South America, and a Dispute was not resolved through the informal resolution process described above then: (a) such Dispute shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce, as amended by this section; and (b) any such arbitration shall be conducted in the English language in London, England by a sole arbitrator.

Appointment of Arbitrator. For the purposes of the arbitration, a single arbitrator shall be selected by the parties, in default of which the arbitrator shall be appointed in accordance with the applicable arbitration rules. The arbitrator elected by the parties must be a qualified attorney, solicitor or barrister with at least 10 years of post-qualification practice experience, and also have experience in the fields of software development and distribution and intellectual property disputes (together, the “Requirements”). In appointing an arbitrator, the arbitral tribunal must, as far as possible, have regard to the Requirements.

Limitations. To the extent permitted by applicable law, you must commence arbitration of any Dispute within one year of the date on which the relevant cause of action accrued (or, if later, within one year of the date on which the innocent party ought reasonably to have become aware of such an accrual), otherwise it is permanently barred. The arbitrator shall be bound by the provisions of these Terms and base the decision on applicable law and judicial precedent, shall include in such decision the findings of fact and conclusions of law upon which the decision is based, and shall not grant any remedy or relief that a court could not grant under applicable law. Except to the extent otherwise expressly provided in applicable arbitration rules, the arbitrator’s decision shall be final and binding upon the parties, and shall not be subject to appeal.

Enforcement; Equitable Relief; IP Disputes. Notwithstanding anything to the contrary in this Dispute Resolution section: (a) either party may enforce any judgment rendered by the arbitrator in any court of competent jurisdiction; (b) the arbitrator shall have the right to issue equitable relief, including preliminary injunctive relief; (c) Personam.ai shall be entitled to apply to any court of competent jurisdiction for any interim relief; (d) Personam.ai shall be entitled to bring, in any court of competent jurisdiction, at any time, any claim concerning or related to the enforcement or validity of any intellectual property rights (including, for the avoidance of doubt, any trade secrets or confidential information) of Personam.ai or licensors of Personam.ai (an “IP Dispute”); and (e) Personam.ai shall be entitled, upon receipt of any request for arbitration from your under this section, to decline to submit to the jurisdiction of any arbitral tribunal insofar as the request for arbitration relates to any IP Dispute, in which case you may bring the same IP Dispute in any court of competent jurisdiction.

Attorneys’ Fees. The rules of the applicable arbitral tribunal will govern payment of filing fees and the arbitrator’s fees and expenses, but the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

General

You agree that no joint venture, agency, partnership, or employment relationship exists between you and Personam.ai and/or affiliates as a result of these Terms or use of the Personam.ai Platform. Except for certain third party beneficiary rights granted to Apple in the App Store-Sourced Applications section, none of the terms of these Terms are enforceable by any persons who are not a party to these Terms.

Our performance under these Terms is subject to existing laws and legal process, and nothing contained in these Terms limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Personam.ai Platform or information provided to, or gathered by, us with respect to such use.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions in these Terms shall continue in effect.

These Terms (and any other terms, policies, guidelines, or agreements referenced herein or executed between you and Personam.ai, as applicable, including the Subscriber Terms of Use and the Acceptable Use Policy) constitute the entire agreement between you and Personam.ai with respect to the Personam.ai Platform and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Personam.ai with respect to the Personam.ai Platform. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Service Help

For answers to your questions or ways to contact us, email us at john@starlinggrowthadvisory.com.

DMCA Notice – Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe in good faith that any materials accessible on or from this website (the “Site”) infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

Your physical or electronic signature.
An identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.
An identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material, such as a link to the material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and , if available, email address).
The following statement: “I have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.”
The following statement: “I swear, under penalty of perjury, that the information in this written notice is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner, of an exclusive right that is allegedly infringed.”
Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Our designated Copyright Agent to receive DMCA Notices is:

Slaven Jesic
Whiteford Taylor Preston LLP
7 Saint Paul Street
Baltimore, MD 21202
t: 410.347.8709
sjesic@wtplaw.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Infringer Policy

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Privacy Policy

Updated on March 1, 2022.

Personam.ai, LLC (“Personam.ai” or “we” or “us”) takes privacy seriously. This Privacy Policy explains who we are, how we collect, share, and use personal information about you, and how you can exercise your privacy rights. By “personal information” we mean broadly information that identifies you or relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with you.

Our Privacy Policy applies to all users of all Personam.ai websites, including www.Personam.ai.com (and any subdomains), and any Personam.ai mobile application(s), and related services, information, or communications (collectively, the “Personam.ai Platform”). This Privacy Policy applies to all visitor, subscribers, registered users and others who access or use the Personam.ai Platform. By using the Personam.ai Platform, you confirm that you have read and understand this Privacy Policy. Additionally, when you use the Personam.ai Platform , you agree to comply with our Website Terms of Use .

About Personam.ai

The Personam.ai Platform is a web- and app-based platform on which subscribers and users can visualize and analyze where users stand regarding the core issues that are central to what it is to be human: physiological needs, safety needs, love and belonging, esteem, and self-actualization, in an effort to help set and realize goals and individual growth potential, or view user general wellbeing on an individual or population basis.

Information We Collect and How We Use It

We receive, store, and process certain types of personal information about you from your use of the Personam.ai Platform, automatic data collection, and from certain third parties.

What Categories and Types of Information We Collect

We may collect, transmit and store information about you if you are a visitor or a registered user of the Personam.ai Platform. We collect various categories of personal information when you use the Personam.ai Platform. Over the last 12 months, we have collected the following categories of personal information:

Categories	Personal information we collect	Sources	Purposes for collection or use	Categories of third parties to whom we disclose
Identifiers	First Name, Last Name, Email address, Telephone number(s), User IDs, Passwords (we only store a cryptographic hash of the passwords, we do not store passwords themselves)	You	To operate the Personam.ai Platform and to provide services to you For research and development	Service providers
Internet or other electronic network or device activity information	Search history, Internet Protocol addresses, information on your interactions with your Personam.ai Platform account, a website, application, or advertisement.	Automatic collection	For research and development	Service providers
Professional Information	Job title, employer name, employer address, employer company profile.	You	To operate the Personam.ai Platform and to provide services to you	Service providers

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How We Receive Personal Information

Directly from you. When you visit the Personam.ai Platform, to create an account, to log-in as a registered user into your account, we will collect and store that information.

Indirectly from you. When you navigate and interact with the Personam.ai Platform, some information is automatically collected by cookies and other tracking technologies. Not all information collected may be personal information, and some cookies are necessary to use different functionalities of the Personam.ai Platform. The personal information collected may include information about your computer and internet connection, like IP address, operating system, and browser type.

The technologies we use for the automatic data collection may include:

Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Personam.ai Platform. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Personam.ai Platform.
Web storage objects like localStorage. Certain features of our Personam.ai Platform may use local stored objects sync the data on our servers with locally stored data in your browser and to increase site speed.
Web Beacons. Pages of our Personam.ai Platform may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit Personam.ai, for example, to count users who have visited those pages and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).

E-mail and Other Communications. We may communicate with you by email or other means. When we do this, in addition to the information contained in the email, we may collect a confirmation when you open email. This confirmation helps us improve our service. If you do not want to receive email or other mail from us, please indicate your preference by visiting our email preference page. Please note that, if you do not want to receive legal notices from us, those legal notices will still govern your use of the Personam.ai Platform, and you are responsible for reviewing such legal notices for changes. From Other Sources. We also may periodically obtain both personal and non-personal information about you from other third parties, such as your company or employer and their authorized staff, if you are a user of the Personam.ai Platform under a subscription provided by such a third party.

Why We Use Your Personal Information

We may use Personal Information as permitted by law, for the following business purposes:

To provide the Personam.ai Platform and various functions related to services and benefits offered on the Personam.ai Platform. When you create an account on the Personam.ai Platform, we store and use the information you provide during that process. This may include your first and last name, your email address, the company you work for, and any other information you may provide during the account creation process. We may also store and use any preferences or account settings you provide to personalize your user experience or deliver the services under the Subscriber Terms of Use.

To engage in research and analysis related to the Personam.ai Platform. We store and use information to identify and fix errors, understand how visitors use the Personam.ai Platform, research and test different features, and analyze how visitors arrive at and use our the Personam.ai Platform.

To improve and understand usage of the Personam.ai Platform. We store and use information about your use of the Personam.ai Platform, such as your search activity, pages viewed, and the date, time and duration of your visits, to understand and improve usage of the Personam.ai Platform.

To enhance the security of the Personam.ai Platform. We store and use information to ensure the security of the Personam.ai Platform. For example, we use the information collected by certain cookies to determine if you are logged in and to detect unauthorized access to your account.

To comply with legal obligations. We use and share your information as necessary to respond to subpoenas, court orders, or other legal process; we also may use and share your information to establish or exercise our legal rights, to defend against legal claims, or as otherwise required by law.

We may use and share your personal information when we believe it is necessary to investigate, prevent, or take action regarding illegal or suspected illegal activities; to protect and defend the rights, property, or safety of Personam.ai, Personam.ai Platform visitors and registered users, our licensees, licensors, and others.

We may use and share your personal information in connection with a corporate transaction, such as a divestiture, investment, merger, consolidation, or asset sale, or in the unlikely event of bankruptcy. We further reserve the right to share your personal information in connection with, or during negotiations of, any proposed or actual merger, purchase, sale, or any other type of acquisition or restructuring that affects all or any portion of our assets.

Do-Not-Track

Personam.ai does not currently respond to Do-Not-Track signals. You may, however, adjust your preferences for certain tracking, for example, by disabling cookies or using ‘private’ or ‘incognito’ browsing modes.

How We Share Your Information

Personam.ai may share your personal information with our service providers, our affiliates, and any other third parties whom you authorize us to share your information with. More detail about who we share your personal information with, and what types of personal information they receive from us, can be found below.

If your subscription to the Personam.ai Platform is provided by a third party, such as your employer, we may share certain information collected from you in aggregate form, and not in a manner that would identify you personally. For example, this aggregate information may indicate trends among a larger population of users who are accessing the Personam.ai Platform under the same license, or how often users use parts of our Personam.ai Platform.

Sharing your content. When you post, upload, or otherwise make available any of your content on the Personam.ai Platform, any personal information you have associated with that content may be shared with our registered users or third party service providers to fulfill the purpose for which you shared the content, as addressed in more detail below.

Sharing with our service providers. Personam.ai uses third party service providers to support or provide services for us in connection with the Personam.ai Platform, such as hosting, security and fraud prevention, technical and user support, tracking and reporting usage of Personam.ai Platform, marketing, and other functions. We share your information with them as necessary to perform tasks on our behalf and they are obligated to not disclose or use it for any other purpose.

Sharing with our affiliates. We may share information from or about you with our affiliates and require them to abide by this policy. If another company were to acquire Personam.ai, or all or substantially all of our assets, that company would then possess any information Personam.ai has from or about you, and will collect, use, and disclose that information solely as described in this policy.

To contact you . Personam.ai may contact you by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications, regarding updates or informative communications related to the functionalities, products or contracted services, news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or inquired about, unless you have opted not to receive such information. Please note that we reserve the right to send you certain communications, including service announcements and administrative messages relating to your Personam.ai Platform account, without offering you the opportunity to opt out of receiving them.

Your Data Privacy Rights

Depending on where you are located and/or live, you may exercise certain data privacy rights, and Personam.ai will facilitate the exercise of those rights.

EEA, UK, and Switzerland Privacy Rights

If you are located in the European Economic Area (“EEA”), the United Kingdom (“UK”) or Switzerland, this section provides additional details about the personal data we collect about you, and your rights.

Subject to certain limitations, you have the following privacy rights:

Transparency and the right to information. Through this policy we explain how we use and share your personal information. However, if you have questions or concerns you can contact us any time at john@starlinggrowthadvisory.com .

Right of access, objection, restriction of processing, erasure, and portability. You can make a request to access, object, restrict, erase, or transfer any of your personal data by emailing john@starlinggrowthadvisory.com . You also have the right to withdraw your consent at any time when we process your personal data based on your consent.

Right to opt-out to direct marketing. You have the right to opt-out at any time to receiving marketing materials from us by following the opt-out instructions in our commercial emails, by contacting us, or by adjusting your preferences under your profile details on the Personam.ai Platform.

Please note that we reserve the right to send you other communications, including service announcements and administrative messages relating to your Personam.ai Platform account, without offering you the opportunity to opt out of receiving them.

Right not to be subject to an automated decision, including profiling. We do not make automated decisions using your personal data that may negatively impact you. We use cookies and similar technologies to personalize your experience as described herein.

Right to lodge a complaint with a supervisory authority. If you consider that the processing of your personal data infringes your privacy rights, you have the right to lodge a complaint with a supervisory authority in your jurisdiction. Contact details for the EU data protection authorities can be found at here ; for the Swiss Federal Data Protection and Information Commissioner can be found here ; and for the UK Information Commissioner’s Office can be found here.

Legal Basis for Processing (EEA, UK, and Switzerland only)

Our legal basis for collecting and using the personal data described in this policy will depend on the type of information and the context in which we collect it.

However, we will normally collect personal data from you only in the following circumstances:

Where we have your express consent to do so;
Where we need the personal data to perform a contract with you;
Where the processing is in our legitimate interests and is not overridden by your data protection interests or fundamental rights and freedoms.

In some cases, we may also have a legal obligation to collect personal data from you to protect your vital interests or those of another person (for example, to prevent, investigate or identify possible wrongdoing in connection with the Personam.ai Platform or to comply with legal obligations).

If we collect and use your personal data in reliance on our legitimate interests (or those of any third party), this interest will typically be to operate the Personam.ai Platform, communicate with you in relation to your account or the Personam.ai Platform, to solicit information from you, including through surveys or polling, to measure interest in and improve our offerings and the Personam.ai Platform, to engage in marketing activities, and to otherwise customize your experience with Personam.ai.

If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us at john@starlinggrowthadvisory.com .

Nevada Privacy Rights

If you are a resident of Nevada, Nevada law (SB 220), permits customers in Nevada to opt-out of the sale of certain kinds of personal information. A sale under Nevada law is the transfer of this personal information to third parties for monetary consideration so these third parties can then re-sell or license the sold information. Personam.ai does not sell your personal information to third parties as defined in Nevada law. If you are a Nevada resident and wish to obtain information about our compliance with Nevada law, please contact us as at john@starlinggrowthadvisory.com .

International Transfers

If you are accessing the Personam.ai Platform from outside the United States, please be aware that your information will be transferred to, stored, and processed in the United States where our servers are located and our central database is operated. The data protection laws of the United States may not be equivalent or as comprehensive as the data protection laws as those in your country.

In order to protect your personal information when it is transferred to the United States, we have taken appropriate safeguards to ensure that your personal information will remain protected in accordance with this Privacy Policy. By visiting or continuing to use the Personam.ai Platform, you understand that your information will be transferred to our facilities and to those third parties with whom we share it as described in this Privacy Policy.

Security

We have implemented appropriate administrative, technical, and physical security procedures to help protect the personal information you provide to us, which we review and update as necessary.

Please bear in mind that submission of information over the Internet is never entirely secure. We cannot guarantee the security of information you submit via the Personam.ai Platform while it is in transit over the Internet, and any such submission is at your own risk.

Children’s Privacy

The Personam.ai Platform is a general audience site and does not offer services directed to individuals under 18 years of age.

No one under the age of 18 may provide any information to or on the Personam.ai Platform. We do not knowingly collect personal information from individuals under 18.

If you are under 18, do not use or provide any information on the Personam.ai Platform or on or through any of its features, do not register on the Personam.ai Platform, use any of the interactive or features on the Personam.ai Platform, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. Should an individual whom we know to be under the age of 18 send personal information to us, we will delete or destroy such information as soon as reasonably possible. If you believe we might have this type of information, please contact us.

Data Retention

Personam.ai retains your personal information where we have an ongoing legitimate business need. For example, we may retain your information to prevent, investigate, or identify possible wrongdoing in connection with the Personam.ai Platform or to comply with legal obligations. We may also retain copies of your personal information in our backup archives.

Changes to this Privacy Policy

Personam.ai may update this Privacy Policy from time to time. We will notify you about material changes to this Privacy Policy by either sending a notice to the email address you provided to us and/or by other measures that are appropriate to provide you with notice. We will obtain your consent to any material Privacy Policy changes if and where this is required by applicable data protection laws.

You can see when this Privacy Policy was last updated by checking the “last updated” date displayed at the top of this Privacy Policy.

Contact Us

If you have questions about this Privacy Policy, please contact us at john@starlinggrowthadvisory.com .

Please provide your identification and contact details, including your email address used to register with the Personam.ai Platform, and a complete explanation of your concern.

Data Protection Addendum

This Data Protection Addendum (“DPA”) is made a part of your Subscriber Terms of Use (“Terms”), and governs solely to the extent that: (a) you, or any person (“Person”) from whom Personam.ai collects Personal Data (defined below), is located in the European Economic Area (“EEA”), the United Kingdom (“UK”), Canada, or Australia; (b) you and/or such Person is subject to Data Protection Laws (defined below); and (c) your access and use of the Personam.ai Platform involve the collection or processing of the Personal Data of an individual located in the EEA, the UK, Canada, or Australia. To the extent this DPA applies, and in consideration of the mutual obligations set out in this DPA, you and Personam.ai agree that this DPA is a binding part of the Terms.

Except as modified in this DPA, the terms and conditions of the Terms shall remain in full force and effect. If there is any conflict between this DPA and the Terms regarding Personam.ai’s privacy or security obligations, the provisions of this DPA shall control. Unless expressly defined in the DPA, all capitalized terms used herein will have the meaning assigned to them in the Terms.

Purpose: The purpose of compliance with Data Protection Laws concerning the processing of Personal Data on behalf of Personam.ai Platform users located in European Union (“EU”) Member States or members of the European Economic Area, the UK, Canada, and Australia, and incorporates (to the extent applicable) the terms of the EU Standard Contractual Clauses (“SCCs”). “Data Protection Law” means, as applicable, the European General Data Protection Regulation (EU 2016/679) (“GDPR”), including applicable laws implementing or supplementing the GDPR and as transposed into domestic legislation of Member States, as amended, replaced or superseded from time to time); the UK Data Protection Act of 2018, the Australian Privacy Principles and the Australian Privacy Act (1988); or the Canadian Federal Personal Information Protection and Electronic Documents Act. The terms P rocessor, Controller, processing (and process), personal data breach, data protection impact assessment and Personal Data shall have the meanings set out in Data Protection Laws. The term “ Personal Data” includes: first and last name, email address, telephone number, mailing address, and other information necessary to identify an individual for purposes of assisting Personam.ai with providing use of the Personam.ai Platform.

Context and Scope of Personal Data Processing: In order to provide the Subscribers with access and use of the Personam.ai Platform, it may be necessary for Personam.ai to collect Personal Data of such an individual or an employee or other representative or user of the Subscriber (each, a “Customer Representative”). Such data is collected when Customer Representatives provide their Personal Data directly to Personam.ai as an account holder, a designated point of contact between Subscriber and Personam.ai, or a user under the Subscriber account . That data is subsequently used by Personam.ai solely to provide access to the Personam.ai Platform and the Personam.ai Services under the Terms, or as may be necessary to assist with any requests regarding use and proper operation of the Personam.ai Platform.

Obligations under Data Protection Laws:

Processing as a Controller. Generally, Personam.ai shall act as the Controller of the Personal Data of each Customer Representative. As a Controller, Personam.ai will comply with all data protection requirements under the Data Protection Laws applicable to the Personal Data. Without limiting the foregoing, as a controller of the Personal Data, Personam.ai shall be responsible for providing notifications to, and respond to inquiries and requests from, the Customer Representatives; provided, however, that to the extent necessary, the Subscriber shall reasonably cooperate with Personam.ai for the purpose of responding to requests by Customer Representatives or any government authorities and of generally complying with Personam.ai ‘s obligations under the Data Protection Laws. To the extent applicable, nothing herein relieves the Subscriber of their own obligations under the applicable Data Protection Laws. The parties are not entering a relationship of joint controllership.
Processing as a Processor. In the event any personal data is processed by Personam.ai as a Processor, the parties shall specifically identify such personal data and the purposes of processing, as well as the measures undertaken to protect such data, by completing Appendix B (Controller-to-Processor). As a Processor, Personam.ai shall only process Personal Data in accordance with the Customer Representative’s documented instructions. As required under Data Protection Laws, Personam.ai shall assist the Customer Representative, where appropriate, in ensuring compliance with the Customer Representative’s obligations pursuant to Data Protection Laws, taking into account the nature and scope of Personam.ai’s Personal Data processing, which may include providing commercially reasonable cooperation and assistance with: (a) data subject requests (see below); (b) notifications or communications regarding personal data breaches; (c) data protection impact assessments; and (d) prior consultations with supervisory authorities.

With respect to any Personal Data processed by Personam.ai as a Processor pursuant to this DPA, Personam.ai shall: (a) in the event Personam.ai engages trusted third parties to process Personal Data (“Trusted Parties”), seek the prior specific or general written authorization of the Controller, which is hereby given in respect of any Trusted Parties expressly listed below (and in the case of general written authorization, the Processor shall inform the Controller of any intended changes concerning the addition or replacement of Trusted Parties, thereby giving the Controller the opportunity to object to such changes); (b) unless prohibited under applicable law, upon termination of the Services, at its option, either return or destroy the Personal Data (including all copies of it); (c) ensure that all persons authorized by Personam.ai to access the Personal Data on Personam.ai ’s behalf, are subject to obligations of confidentiality in accordance with confidentiality obligations set forth in the Terms; (d) remain fully liable to the Customer Representative or Subscriber for the failure of those persons authorized by Personam.ai to access the Personal Data on Personam.ai ’s behalf; and, (e) make available such information as may be necessary to demonstrate compliance with its obligations under Article 28 of the GDPR and will (at the Customer Representative’s cost and expense) contribute to and allow for appropriate reasonable audits.

The Trusted Parties currently engaged to process Personal Data on behalf of Personam.ai include the following: .

Security: Personam.ai limits its collection of Personal Data to only that which is relevant for purpose of providing the services under the Terms and retains Personal Data in a form that permits identification of data subjects (defined below) for no longer than is necessary to serve that purpose. Where no defined or legal retention period exists, the default standard retention period is six (6) years plus the year in which the record was created. Personam.ai shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

Data Subject Rights: Within the scope of Data Protection Laws, Customer Representatives located in the EEA, the UK, Canada, or Australia (“data subjects”) may have certain rights that they may exercise, based on jurisdiction, in relation to the processing of their Personal Data. Where applicable, these rights include: the right to access, correct, update, and delete that data subject’s Personal Data, to withdraw any consent to processing, to opt out of communications, to restrict processing of Personal Data, and to make any claim or complaint in relation to their rights under Data Protection Laws, Personam.ai shall respond to and offer reasonable assistance in responding to data subjects’ requests to exercise their data protection rights in accordance with applicable Data Protection Laws.

Cross Border Data Transfer Mechanisms : To the extent your access and use of the Personam.ai Platform requires an onward transfer mechanism to lawfully transfer personal data from a jurisdiction to Personam.ai outside of that jurisdiction, the terms set forth in this section will apply. In the event your access and use of the Personam.ai Platform is covered by more than one transfer mechanism, the transfer of Personal Data will be subject to a single transfer mechanism in accordance with the following order of precedence: (a) the applicable SCCs as set forth in this section; and, if not applicable, then (b) other applicable data transfer mechanisms permitted under Data Protection Laws.

EU Standard Contractual Clauses

Controller-to-Controller : Generally, and unless otherwise specifically identified in Appendix B (Controller to Processor) of this Addendum, all transfers of Personal Data from Subscriber to Personam.ai shall be deemed a controller-to-controller transfer and shall be made pursuant to Module 1 of the Standard Contractual Clauses adopted by the European Commission on June 4, 2021, as currently set out at in the Annex here(collectively, the “ Controller SCCs”).
Controller-to-Processor: Where Personal Data is transferred from Subscriber to Personam.ai on a controller-to-processor basis as specifically set forth in Appendix B (Controller to Processor) of this Addendum, the transfer shall be made pursuant to Module 2 of the Standard Contractual Clauses adopted by the European Commission on June 4, 2021, as currently set out in the Annex here (collectively, the “ Processor SCCs”).

The parties agree to observe the terms of the Processor SCCs without modification, except as to the following selections:

In connection with Module 2, Option 2 of Clause 9(a) (Use of sub-processors) is selected and the applicable time period shall be 30 days.
Clause 11(a) (Redress) does not select the Option.
Clause 13(a): The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
In Clause 14 (Local laws and practices affecting compliance with the Clauses), the provisions for Module 3 shall have no effect, and are hereby deemed deleted.
In Clause 15 (Obligations of the data importer in case of access by public authorities), the provisions for Module 3 shall have no effect, and are hereby deemed deleted.
In Clause 16 (Non-compliance with the Clauses and termination), the provisions for Module 4 shall have no effect, and are hereby deemed deleted.
In Clause 18 (Choice of forum and jurisdiction), the selection in subclause (b) shall be Ireland .

In the event of inconsistencies between the provisions of the SCCs and this DPA or other agreements between the parties, the SCCs shall take precedence. The terms of the DPA shall not vary the SCCs in any way. The execution and delivery of this Addendum shall be deemed execution and delivery of the applicable SCCs. The governing law of any applicable SCCs shall be the Member State in which the Subscriber (as Data Exporter) is established, or, if applicable, the UK. Each of the parties’ signatures, authentications, or consents to the Terms shall be considered applicable to the DPA and SCCs as well. If so required by the laws or regulatory procedures of any jurisdiction, the parties shall execute or re-execute the SCCs as separate documents setting out the proposed transfers of Personal Data in such manner as may be required.

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APPENDIX A (CONTROLLER-TO CONTROLLER)

ANNEX I

LIST OF PARTIES

Data exporter(s):

Name: …

Address: …

Contact person’s name, position and contact details: …

Activities relevant to the data transferred under these Clauses: …

Signature and date: …

Role (controller/processor): …

Data importer(s):

Name: Personam.ai, LLC

Address: …

Contact person’s name, position and contact details: …

Activities relevant to the data transferred under these Clauses: …

Signature and date: …

Role (controller/processor): …

DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Representatives of Data Exporter

Categories of personal data transferred

First and last name, email address, telephone number, mailing address, and other information necessary to identify an individual for purposes of assisting Personam.ai with providing use of the Personam.ai Platform

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

None

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Continuous basis

Nature of the processing

Collection, recording, storage, backup and all other processing required for the functioning of the Data Importer’s Personam.ai Platform and the provision of Data Importer’s services to the Data Exporter

Purpose(s) of the data transfer and further processing

To enable Data Exporter’s Use of the Data Importer’s Personam.ai Platform and Personam.ai Services

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The period will be for the duration of the services provided by Data Importer to Data Exporter and for any additional period necessary for Data Importer to maintain its backup data, to comply with legal requirements (including tax reporting purposes), and/or to assert or defend its legal rights in connection with Data Importer’s business relationship with the Data Exporter

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

All processing required for collecting, handling, and otherwise processing personal data to enable Data Importer to provide the services and the platform to Data Exporter

COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

Ireland

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Measures of pseudonymisation and encryption of personal data

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing

Measures for user identification and authorisation

Measures for the protection of data during transmission

Measures for the protection of data during storage

Measures for ensuring physical security of locations at which personal data are processed

Measures for ensuring events logging

Measures for ensuring system configuration, including default configuration

Measures for internal IT and IT security governance and management

Measures for certification/assurance of processes and products

Measures for ensuring data minimisation

Measures for ensuring data quality

Measures for ensuring limited data retention

Measures for ensuring accountability

Measures for allowing data portability and ensuring erasure

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter

All (sub-) processors are required to provide measures at least as protective as the measures provided by the Data Importer

APPENDIX B (CONTROLLER TO PROCESSOR)

[If applicable, complete duplicate information from Appendix A for Controller-to-Processor transfers]