Wired2Perform^® - Services Introduction

Wired2Perform^®, LLC (“W2P”) provides various tools, insights and services aimed at helping organizations, teams and individuals to better understand and apply their skills and traits (collectively, the “Services” or “Process(es)”). Wired2Perform^®’s goal is to provide friendly, timely and effective support to all users of its Services (“W2P Users”), including to direct clients of W2P (“W2P Clients”) and business partners of W2P, which may include various business operators, product distributors, consultants, or any other person Wired2Perform^® has given permission to for the use or re-sale of its products and services (collectively, “Strategic Partners”). Our objective is to allow all of our Users to fully utilize the benefits of our Processes and related tools based on the intended purpose for which they were developed.

In particular, our intention is that the W2P Users will be able to self-administer the operation of W2P’s online tools, systems, accounts and/or platforms (collectively, the “W2P Platform” or “W2P System”) with maximum flexibility. However, this does require that the W2P Users take reasonable responsibility for learning how to independently operate the system based on how it is intended to be used, and adequately manage their ongoing user experience.

Master Services Agreement

Your purchase or use of any W2P Service or Process, whether or not through any Wired2Perform^® website, including from a W2P Strategic Partner, will constitute your acceptance with the terms and conditions of the Wired2Perform^® Master Services Agreement (“Agreement”) as specified herein and shown at www.wired2perform.com. The terms of the Wired2Perform^® Master Services Agreement may be varied only with W2P’s specific written consent. Further, if you register for a free trial for our Services, this Agreement will also govern that free trial.

The provision of the W2P Processes and W2P System under this Agreement will be covered by the Standard W2P Operating Terms and Conditions and Standard W2P Pricing Policies set out in Sections 1 and 2 below.

W2P’s support services, which may be changed or modified at any time by W2P, are currently categorized into 3 primary levels highlighted below, and outlined in Sections 3 to 5 below:

1. Level 1 – Standard Service Support: This is the standard level of support that Wired2Perform^® will provide on a reasonable basis for no charge.
2. Level 2 – Premium Service Support: This is the premium level of support for which we will charge a fixed minimum fee per service ticket payable monthly.
3. Level 3 – Consulting Support: This is for specific consulting services that are requested of the Wired2Perform^® team, chargeable on a fixed retainer or hourly basis depending on the work required.

Any questions that you may have about the operation of the W2P System and support requests should be directed to support@wired2perform.com.

1. Standard W2P Operating Terms and Conditions

Acceptance of Terms and Conditions

1. 1. As used in this Agreement, W2P refers to the entity you have entered into an agreement with for the purchase or provision of W2P products and/or services and any of its related or affiliated parties, companies or businesses. Further, if you have entered into an agreement with a W2P Strategic Partner then W2P refers to the W2P entity that the W2P Strategic Partner has entered into an agreement with.
   2. This Wired2Perform^® Master Services Agreement forms a part of any other agreement that you have entered into with Wired2Perform^® or with a W2P Strategic Partner for the purchase of products and/or services.
   3. By accepting this Wired2Perform^® Master Services Agreement, either by clicking a box indicating your acceptance or by executing an order form that references this Agreement, you agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and you may not use W2P’s Services or System.
   4. You may not access the W2P Processes if you are operating as, or for, a direct competitor of W2P. In addition, you may not access the W2P Processes for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
   5. This Agreement commences on the date you accept it and continues until all W2P products and services have been used, expire or been terminated. If you elect to use the W2P products and services for a free trial period, but do not purchase further W2P products and services, this Agreement shall be terminated at the end of the free trial period.

Wired2Perform^® Services; Access

1. 1. Wired2Perform^® shall provide you with access to the W2P Processes and related services on the basis expressed in the oral or written agreement entered into with you in exchange for the payment specified, or in the event no specific agreement has been discussed, then you agree to pay W2P’s prevailing prices.
   2. Wired2Perform^® shall provide you with infrastructure, technology systems, and technical support and know-how to use the W2P Processes as specified in this Agreement.
   3. You shall immediately advise Wired2Perform^® of any complaints about the W2P Processes and related services, either written or verbal, received from any clients or customers.
   4. Each W2P User must select a User identification and password or other access credentials required by Wired2Perform^® to enable User to access the W2P Platform and use the W2P Services. User is responsible for restricting access to the W2P Platform to employees and agents as may be reasonably necessary consistent with the purposes of this Agreement and will ensure that each such employee and agent accessing and using the W2P System is aware of and otherwise complies with all applicable provisions of this Agreement regarding such use and access. User is solely responsible for maintaining adequate security and control of its access credentials, and User shall comply with all Wired2Perform^® recommendations and notices regarding the security of all access credentials and accounts.
   5. User is solely responsible for the security of data residing on User’s computers, networks, systems, equipment or servers owned or operated by User or a third party designated by User (collectively “User Systems”) (e.g., a web hosting company, processor or other service provider). User warrants that User has taken such precautions as are necessary to ensure that User’s Systems are secure from breach or intrusion by unauthorized third parties. In the event that User’s Systems are breached and an unauthorized third party has access to or has accessed any Services or W2P Platform, User shall notify Wired2Perform^® promptly of such breach and shall take such precautions as may be necessary to prevent such breaches from occurring in the future. User shall notify Wired2Perform^® immediately of any suspicious or potentially fraudulent activity concerning any account, the Services, or the W2P Platform.

Privacy Policy

1. 1. At Wired2Perform^® (the “Company"), the privacy and security of our clients' personal information are very important to us. While providing clients with all the benefits of our online assessments and education services, we strive to protect all of our clients’ financial and personal information. Our commitment to security and privacy is backed by data encryption, login and password authentication and network integrity technologies.
   2. As a client of the Company, you can rest assured that we are taking safeguards to protect and preserve your personal information in confidence. The Company adheres to confidentiality policies which prohibit the disclosure of confidential client information without the client's consent.
   3. The Company collects information during the assessment process. Mandatory personally identifiable information that is disclosed may include first name, surname, and email address. The Company will only use your personal information internally to process, respond to your requests and to communicate with you. Employees and contractors of the Company are bound by confidentiality agreements and any misuse of client information will be grounds for disciplinary action up to and including termination. Furthermore, client information is made available to employees only on a need-to-know basis. In addition to the mandatory personally identifiable information, you may elect to share additional information such as phone numbers or postal address to assist the Company in behavioral research. Electing to participate in behavioral research is optional and participation in such studies are entirely to your discretion.
   4. The W2P Services and Platform are intended to help individuals and organizations better understand an individual's behaviors and apply their skills. We collect responses to various questions and tools to better understand what motivations drive the decisions you make in areas of your day to day life. Upon the completion of any W2P process, we will store your responses as well as your contact information in our database for the purposes of identifying these records as yours. In addition, we may also collect demographic information such as language and country of residence to customize the W2P Services or experience for you. All connections to www.wired2perform.com are encrypted through 256-bit encryption.
   5. We gather your responses and translate them into key behavioral and/or psychometric insights. The insights we produce vary by application. Typically, the insights are produced to allow a business the ability to customize the experience for you and tailor services and skill sets accordingly.
   6. Upon completing the W2P Process, you will have the option to share your resulting insights, data, results and profile (collectively, “User Data” or “Profile”) with friends, family and other members of the W2P community. This will allow you the choice of easily sending your User Data or Profile to others so that you can improve your interactions with those around you. Wired2Perform^® may provide its customers access to view your User Profile / Data only with your permission. In this process, W2P does not provide access to your personal contact information, just the results of your participation in the W2P Process.
   7. The Company and its authorized representatives will only use the information for facilitating the W2P Process. Any representative will receive only the minimum amount of information necessary for this purpose, and will be contractually obligated to preserve that information in confidence. Further, these representatives will be contractually prohibited from using any information supplied to them for any other purpose.
   8. The Company will not disclose any personal information about you to third parties without your consent or unless compelled to do so by law.
   9. The W2P System provides online access of your personal details such as name and email address which you may access and update. Additionally, you may request access to or seek correction of other information we hold about you unless an exception applies. In some circumstances, we may deny your request for certain information. However, if we do this, we will provide you with written reasons as to why we have refused to provide the information requested.
   10. The Company will maintain your personal information and assessment data for validation and research purposes. Where your personal assessment data is used for these purposes, it will be not identifiable to you, i.e. your name will be "blinded”, and the data aggregated and assessed with all other user data.
   11. We use cookies to personalize web content and ads, to provide social media features and to analyze our traffic. We also share anonymized information about your use of our site with our social media, advertising and analytics partners who may combine it with other information that you’ve provided to them or that they’ve collected from your use of their services. You consent to our cookies if you continue to use our website.

What are cookies used for?

1. 1. The website may provide links to other sites. This Privacy Policy does not apply to these linked sites. The Company recommends that you read the posted privacy statement, if any, whenever interacting with such other websites.
   2. The accuracy of a client's personal information is important to the Company. If you are a client and wish to update your personal information or have your personal information disposed of, please send an email to support@wired2perform.com.
   3. The Company will notify you of any updates to this Privacy Policy.
   4. Australian Residents: Click here to review the Australian Privacy Policy.
   5. European Union Residents: Click here to review the European Union Privacy Policy.
   6. The Company has permission to use my likeness in a photograph, video, or other digital media (“photo”) taken at any of their events in all its publications, including web-based publications, without payment or other consideration.
      • I understand and agree that all photos will become the property of the Company and will not be returned.
      • I hereby irrevocably authorize the Company to edit, alter, copy, exhibit, publish, or distribute these photos for any lawful purpose. In addition, I waive any right to inspect or approve the finished product wherein my likeness appears. Additionally, I waive any right to royalties or other compensation arising or related to the use of the photo.
      • I hereby hold harmless, release, and forever discharge the Company from all claims, demands, and causes of action which I, my heirs, representatives, executors, administrators, or any other persons acting on my behalf or on behalf of my estate have or may have by reason of this authorization.

Use of W2P Copyrighted Materials, Resources and Processes

1. 1. All work, information, ideas, concepts, property, data, processes, technology, materials, books and know-how of any kind that is provided to you by Wired2Perform^®, or that is developed or modified directly or indirectly in any format or form of media by you or your representatives will be treated as copyright and/or property which is owned by Wired2Perform^® (“W2P Property”). W2P Property will continue to vest in perpetuity for the benefit of Wired2Perform^® after the termination of any agreement or provision of products and services in any format. Such processes and W2P Property may not be used in an unauthorized manner during or after the termination of products and services being provided.
   2. Access to the W2P Processes and other W2P resources and Property in general grants you implicit permission to use the materials in their existing form solely for the purposes of, and as expressly authorized by, this Agreement. However, any material changes to W2P’s Property or materials (which potentially alter the message being delivered or implied ownership or branding of the materials or Property) must be submitted to Wired2Perform^® for review before use. By using W2P’s materials and Property, you are acknowledging Wired2Perform^®’s direct and indirect copyright and intellectual property ownership rights, including for any derivative works. Derivative works include any materials or tools created of any kind which rely on or use outcomes of the W2P Process.
   3. The certification and training of third party advisors, business consultants and professionals to enable them to deploy the W2P Processes in their training, coaching or consulting business for re-sale on a direct or indirect basis is strictly prohibited without Wired2Perform^®’s written permission.
   4. You shall not sell or promote the W2P Processes and related services to a person or business at any time and for any reason whatsoever that is on a reasonable basis prejudicial to the interests of Wired2Perform^® or any other W2P Strategic Partner’s business.
   5. You agree to comply with (a) all applicable laws, policies and regulations arising out of or relating to this Agreement or your use of the Services or W2P System, and (b) all Wired2Perform^® security protocols and advisories in effect during the term of this Agreement.

W2P Marks

1. 1. You acknowledge that Wired2Perform^® is the owner of all W2P Marks as defined herein. W2P Marks means right, title, and interest in and to the trademarks, service marks, trade names, domain names, business names, logos, and other descriptive devices of Wired2Perform^® whether registered or not, or directly and indirectly associated with the W2P Process or Services as designated by Wired2Perform^® and any other products or services provided by W2P, including in English and non-English format or variation. You covenant not to file or prepare any application for registration of any of the W2P Marks without the prior written approval and direction of Wired2Perform^®. You agree not to adopt, use, file for registration, or register any trademark, service mark, domain name or trade name (with respect to the W2P Marks or otherwise) without the prior written consent of Wired2Perform^®. You shall not use the W2P Marks in any manner whatsoever except as expressly provided in this Agreement, or with any other trademarks, trade names, service marks, logos, or other similar designations without Wired2Perform^®’s prior written approval. The parties agree that all use by you of the W2P Marks shall be in such a manner as to inure at all times to the benefit of W2P, and shall not in any manner create the impression that the W2P Marks belong to and are owned by you or any other party.
   2. You may use the W2P Marks of Wired2Perform^®, whether registered or not, in publicity releases, websites, brochures, advertising, email communications, or in any other manner, including customer lists, only in the format and style approved in writing by Wired2Perform^®. Where the W2P Marks are used, the trademark symbol must be used. Any infringements will be viewed as a breach of the terms of this Agreement, which may then be terminated, without prejudice to any other rights or remedies of W2P, whether at law or in equity, all of which W2P expressly reserves.

Confidential Information

1. 1. All oral or written information concerning Wired2Perform^®, including without limitation, the subject and terms of Wired2Perform^®’s business and business activities (past, present and future), financial information, technical information (including any software, documentation, flow chart, logic diagram, design proposal, screen shot, algorithm, device, formulas, compilation of information, method, technique, designs, drawings, specifications or process), ideas, inventions, technology, marketing plans or materials, product information, information on W2P Services and client information, whether in tangible or intangible form and whether or not marked as “confidential,” that may be obtained from any source, together with all such other information designated by W2P as confidential shall be treated as “Confidential Information” and must be kept confidential in perpetuity. Confidential Information specifically includes W2P’s Services, System and Process. Such Confidential Information must not be released or disclosed to any third party. The unauthorized release or use of Confidential Information can result in instant termination of W2P providing products or services without warning or notice, and may subject you to damages and fees. “Confidential Information” shall not include information that: (i) is or becomes a matter of public knowledge through no fault of the receiving party; (ii) was in the receiving party’s possession or known by it prior to receipt from the disclosing party; (iii) was rightfully disclosed to the receiving party by another person without restriction; or (iv) is independently developed by the receiving party without access to Confidential Information.
   2. All Confidential Information disclosed by Wired2Perform^® or its suppliers, clients or Strategic Partners shall be and remain the sole and exclusive property of Wired2Perform^®. The receiving party of any Wired2Perform^® Confidential Information does not acquire any Intellectual Property Rights, including any rights to create derivative works of any Confidential Information, under this Agreement or through any disclosure hereunder, except the limited right to use such Confidential Information for the sole purposes of the agreement entered into with Wired2Perform^®. “Intellectual Property Rights” shall mean all patent rights, copyrights, trademark rights, service mark rights, trade secret rights, domain names, social media rights, websites and other similar proprietary rights of any type, as they may exist anywhere in the world, whether patentable or not, and all applications, continuations, modifications, changes, alterations or derivatives of all the foregoing.
   3. If you are facing any legal action to disclose W2P’s Confidential Information, you shall promptly notify and provide Wired2Perform^® the opportunity to oppose such disclosure or obtain a protective order, and you agree to continue to treat such information as Confidential Information. At any time upon request from Wired2Perform^®, you agree to destroy all materials that constitute Confidential Information of W2P and provide W2P written certification signed by an authorized party that all such information was so destroyed.

Payment

1. 1. All orders for Wired2Perform^® products and services are payable in advance of set-up, unless credit terms have been specifically agreed in advance.
   2. If your payment becomes 10 or more days past due, access to your or your firm’s Wired2Perform^® account will be suspended until payment is made. During this period, both access to the W2P System as well as your user’s access to their W2P Process and Profile will be unavailable.
   3. Purchases of Wired2Perform^® products and services made on any of the Wired2Perform^® websites or by any other form of order are non-refundable. Any reassignment of the products and services to different users will incur an administration fee.
   4. Fees for web seminars are required to be paid at least one week before the scheduled training date. A full refund may be obtained with written cancellation notice up to one week before the scheduled training date. Within one week of the training date, a cancellation fee of 50% will be incurred. To re-schedule a web seminar no penalty will be incurred up to one week prior to the program date. The fee for rescheduling is $50 if the request is made between one week and 24 hours prior to the program. All requests must be made in writing. Please note: within the 24-hour window, cancellation or an attempt to reschedule is considered a no show which will result in no refund.
   5. For classroom training sessions:

Training fees are required to be paid at least two weeks before the scheduled training date. A full refund may be obtained with written cancellation notice up to two weeks before the scheduled training date. Within two weeks of the training date, a cancellation fee of 50% will be incurred. To re-schedule, no penalty will be incurred up to two weeks prior to the program date. The fee for rescheduling is $500 if the request is made between 2 weeks and 24 hours prior to the program. All requests must be made in writing. Please note: within the 24-hour window, cancellation or an attempt to reschedule is considered a no show which will result in no refund.

Classroom training bundled with subscription packages must be completed within the first 90- days of the subscription package activation. The classroom training portion of the subscription package will be forfeited if it is not completed within the first 90-days of the subscription. If the training portion of your subscription package is forfeited, then standard training fees will apply for the rescheduled training dates.

1. 1. Wired2Perform^® reserves the right to re-schedule or cancel a training program for any reason before it commences. In such event, a range of rescheduled training dates will be provided.
   2. Your account will be considered delinquent if full payment is not received by the due date. If your account is delinquent for at least 30 days, then Wired2Perform^® may deactivate access to the W2P Processes and Services until payment is made. De-activation of the account does not waive Wired2Perform^®’s entitlement to payment due under this Agreement.
   3. W2P may charge you interest on late payments at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law. Additionally, you will be responsible for all costs, expenses and fees (including reasonable attorneys’ fees) incurred by W2P in collecting past due amounts or otherwise arising out of or resulting from any breach of this Agreement by you.
   4. All amounts payable to W2P under this Agreement shall be paid in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason.

Use of Information

1. 1. Wired2Perform^® will collect, retain, and disclose User Data it receives from User in accordance with its Privacy Policy and otherwise as necessary to perform the Services or under this Agreement. In addition, Wired2Perform^®, its subsidiaries, partners, suppliers, Strategic Partners and/or such parties’ employees, agents and contractors may share or transfer User Data amongst themselves as reasonably necessary for the provision and management of the Services. Wired2Perform^® may further transfer User Data: (i) to third parties assisting Wired2Perform^® in evaluating User’s eligibility for, provision of, administration and management of the Services; (ii) with non-affiliated entities that assist Wired2Perform^® in providing products and services that User has requested; (iii) with companies that provide support services to Wired2Perform^® or with which Wired2Perform^® has agreements to provide marketing services on its behalf; or (iv) as otherwise permitted by law; provided, however, any such User Data will be anonymized and will not identify you personally.

Disclaimer

1. 1. The W2P Processes or any other W2P Services or Systems are not professional or psychological instruments and should not be used to identify, diagnose or treat psychological, mental health, and/or medical problems. Additionally, if used to evaluate personnel, the user should seek adequate legal counsel to ensure compliance with applicable local, state and federal employment laws. The user assumes sole responsibility for any actions or decisions that are made as a result of using these aids to self-discovery or otherwise.
   2. Wired2Perform^® has not purported to act as your business advisor or consultant and has not provided personal securities recommendations in relation to any investment products or information, unless otherwise specifically agreed in writing. You will seek your own advice as appropriate prior to purchasing any product or acting on any information provided by Wired2Perform^®. If you do not seek your own advice before purchasing a product or service or acting on information offered by W2P, you recognize that you are competent to make your own decisions.
   3. THE W2P SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. Wired2Perform^® DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR SYSTEM WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. YOU MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS, INCLUDING REPRESENTATIONS OR WARRANTIES OF ANY STRATEGIC PARTNER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, Wired2Perform^® SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE W2P SERVICES AND W2P PLATFORM, OR OTHER SERVICES OR GOODS PROVIDED BY Wired2Perform^®.
   4. User acknowledges that the W2P Services and Platform are designed for use with certain third party programs, including, without limitation, certain internet browser and software programs developed and owned by third parties. User will look solely to the developers and manufacturers of such programs with regard to warranty, maintenance or other support regarding the same. W2P makes no representations, warranties or guarantees whatsoever for any matters relating to third party products or services, including any products or services provided by Strategic Partners. User’s use of third party products and services is at User’s own risk. W2P assumes no responsibility and expressly disclaims any liability for claims of loss, damage and/or fraud incurred resulting from the use of or conclusions drawn from any third party product or service, regardless of whether or not W2P is a reseller or a referral agent for such product or service, including any Strategic Partner.

Liability and Indemnification

1. 1. Wired2Perform^® has no control over your (or your client’s, agent’s, affiliate’s or employee’s, as applicable) use of the W2P Processes.
   2. You expressly waive and relinquish all claims of any nature against Wired2Peform, including its agents, attorneys, affiliates, owners and/or employees arising out of or in connection with your use of any of Wired2Perform^®’s products and services, and any information arising from such use.
   3. You agree to indemnify and hold Wired2Perform^® and its licensors, affiliates, and any of their officers, directors, agents, attorneys and employees (collectively “W2P Party(ies)”) harmless from any claims, demands, actions, liabilities, damages, costs, fees (including reasonable attorneys’ fees) incurred by any W2P Party that arises out of or relates to your use of W2P’s products and/or services or any breach or alleged breach of any provision of this Agreement.
   4. In no event will Wired2Perform^® or any W2P Party be liable to you regardless of the form of claim or action, in an aggregate amount that exceeds the total fees paid to Wired2Perform^® in respect of the specific provision of the W2P Services from which the damages were alleged to have arisen under this Agreement. In no event will Wired2Perform^® or any W2P Party be liable to you or any third party for special, consequential, circumstantial, exemplary, punitive, incidental, or indirect damages or costs (including legal fees and expenses) regardless of the form of action, or any loss of revenue, profits or business, anticipated savings, loss of goodwill or reputation, costs of delay, lost or damaged data, or the incurring of liability for a loss or damage of any nature whatsoever by any third party, arising out of or in connection with this Agreement or the supply, use, or performance of or inability to use the W2P products and services, even if Wired2Perform^® has been advised of the possibility of such damages, costs or fees. In no event will Wired2Perform^®, or its successors and assigns, or any W2P Party be liable to you or any third party in warranty, agreement, negligence, strict tort, or otherwise, regarding any defects in the design, development, production, or performance of the W2P System and related services. No action arising out of an agreement to use W2P Processes and related services, regardless of form, may be brought by either party or any other third party more than one (1) year after the date the cause of action has accrued.

Assignment

1. 1. Wired2Perform^® may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Wired2Perform^®, and any such attempted assignment will be void and unenforceable.

Termination

1. 1. W2P reserves the right to terminate your access to the W2P products and services at any time on giving notice to you if you commit any breach of these terms and conditions. W2P will have no liability to you for such termination. Notice may be served by any reasonable method, including email.
   2. Additionally, in the event that Wired2Perform^® reasonably believes that you are in violation of any obligations under this Agreement, Wired2Perform^® may immediately suspend Services to you without liability.
   3. In the event of termination of Wired2Perform^® providing services, all accrued fees which are due and payable and expense reimbursements, will be required to be paid to the date of termination. You agree to pay all costs and reasonable attorneys’ fees incurred by Wired2Perform^® in collecting any unpaid fees from you. Wired2Perform^® will have no obligation to refund you any prepaid fees on termination for any reason.
   4. When your Wired2Perform^® services are terminated, your access to the W2P Services and System, including your account, Profile and reporting information, will be closed and you agree to permanently delete or destroy all copies of the Services and/or W2P Confidential Information in your possession or control. However, Wired2Perform^® will retain all records in our systems on a commercially reasonable basis which will be available should W2P’s Services be reinstated. Such information, including User Data, may be used by Wired2Perform^® for our business purposes, market research, analysis or otherwise as permitted under this Agreement, but any User Data will be anonymized and will not identify you personally.

Amendment

1. 1. Wired2Perform^® reserves the right to update or amend this Master Services Agreement or any provision herein from time to time. Any updates or amendments to this Agreement will be posted on Wired2Perform^®’s website at www.wired2perform.com.

Miscellaneous

1. 1. Wired2Perform^® is obligated to perform only those duties expressly described in this Agreement. Wired2Perform^® shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for as expressly provided for herein. Wired2Perform^® may rely upon any notice, demand, request, letter, certificate, agreement or any other document which purports to have been transmitted or signed by or on behalf of the User indicated as the sender or signatory thereof and shall have no duty to make any inquiry or investigation.
   2. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Any reference in this Agreement to any Exhibit, Addendum, agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, addendums and supplements, thereto and thereof, as applicable.
   3. These Terms and Conditions constitute the entire agreement between you and Wired2Perform^® regarding your use of the W2P Services and System, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Wired2Perform^® regarding your use of the W2P Services and System.
   4. The captions to the section headings in this Agreement are not a part of this Agreement, but are merely for convenience to assist in locating and reading the several sections hereof.
   5. If any provision of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.
   6. Neither party will be liable for any damages or losses arising from any failure or delay in the performance of any part of this Agreement to the extent such delay or failure is attributable to events or circumstances beyond the control of such party, including but not limited to acts of God, weather, war, civil unrest, strikes, lockouts, destruction of facilities, riots, insurrection, terrorist attacks, government regulatory actions, acts, laws or decrees of governmental or military bodies, fire, casualty, flood, earthquake, or any other force majeure event.
   7. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Florida (USA), without giving effect to any principles of conflicts of laws. Subject to section 69 below, any claim, dispute or controversy (whether in agreement or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to this Agreement, the W2P Process or Platform or the dealings between the parties or any User shall be brought, heard and resolved in a court of competent jurisdiction exclusively in St. Johns County Florida (USA). You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and you waive any objection to proceeding in such courts. Process in any action or proceeding referred to in the preceding sentences may be served on the parties anywhere in the world. Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Wired2Perform^® or any W2P Party related to any claim and, where applicable, you also agree to opt out of any class proceedings against Wired2Perform^®.
   8. In the event any dispute between the parties (except for any dispute or issues arising out of W2P’s Intellectual Property rights or Confidential Information, with respect to which W2P may seek a provisional remedy or temporary or permanent equitable relief), the parties agree to submit to pre-suit mediation before instituting any legal proceeding. Either party desiring to commence the mediation process shall provide written notice (the “Mediation Notice”) to the other party indicating such desire and proposing at least three (3) different certified mediators in the Jacksonville, Florida (USA) area. Within seven (7) days of receiving such Mediation Notice, the party receiving the Mediation Notice shall select one of the proposed mediators and the parties shall thereafter promptly schedule the mediation. The mediation session shall be held within thirty (30) days of selecting the mediator, but in any event on the first date that the parties and the mediator are all available (if not within 30 days). The mediation session shall last for at least one full mediation day before any party may withdraw from or terminate the process. The parties may agree to continue the mediation beyond one day until there is a settlement agreement or an impasse occurs. Each side shall bear an equal share of the mediation costs unless the parties agree otherwise. All communications, both written and oral, in connection with the mediation shall be treated as confidential settlement negotiations for purposes of applicable rules of evidence; however, documents that would otherwise be discoverable, do not become privileged simply because they are used in the negotiation and/or mediation process.
   9. If you choose to access the W2P Process from locations other than the United States of America, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Wired2Perform^® and the other W2P Parties for your failure to comply with any such laws.

1. Standard Wired2Perform^® Pricing Policies

1. 1. Unless otherwise agreed in writing, the pricing for W2P’s Services will be based on W2P’s pricing schedules for each applicable product or service, as may be amended by W2P from time to time in its sole discretion.
   2. Unless otherwise agreed in writing, payment for all Services is due and payable in advance.
   3. An invoicing adjustment will be made for any applicable discounts and non-US$ currency for invoicing purposes.
   4. Wired2Perform^® reserves the right to introduce new products or service at prices consistent to those specified in the relevant pricing schedule at any time.
   5. Wired2Perform^® reserves the right to vary or amend prices on a reasonable basis at any time.
   6. The prices are net of all income, withholding, sales, GST, VAT or other taxes (such taxes to be borne by the purchaser). If for any reason any applicable tax is not collected by W2P or paid by the purchaser at the time of any purchase under this Agreement, the purchaser shall remain liable for and shall pay any such tax at any time requested by W2P.
   7. Discounted enterprise or subscription package pricing may be offered at the discretion of Wired2Perform^® and may be withdrawn at any time or not offered to a specific client.
   8. Under subscription packages, fees are payable whether or not you access and use the Wired2Perform^® services in the relevant period to which the agreement relates.
   9. IP Addresses must be provided for all DNA Administration System Users when an enterprise or subscription service package providing unlimited usage is provided. Wired2Perform^® reserves the right to terminate the agreement if there is use of the system by people for whom an IP Address has not been provided.
   10. All amounts payable to Wired2Perform^® hereunder shall be paid in full without any setoff, recoupment, counterclaim, or deduction for any reason.

1. Level 1 - Standard Support Services Provided by Wired2Perform^®

Wired2Perform^® provides reasonable support on a continuous basis to the W2P Users as defined in the introduction to this document. However, it is the W2P User’s responsibility to manage the overall delivery of a consulting, training and/or coaching service to its users by self-administering the W2P Platform on the basis in which it was intended to be used. Wired2Perform^® is not obligated to support unintended uses of the W2P Platform.

Obligations of Wired2Perform^®

W2P’s Standard Support Service supports the operation of the W2P Platform at no additional charge on the following basis:

1. 1. Wired2Perform^® shall undertake commercially reasonable efforts to continuously make available the W2P Platform twenty-four (24) hours per day, seven (7) days per week. Wired2Perform^® shall make available the W2P Platform in accordance with prevailing industry practices that may include without limitation the maintenance of appropriate benchmarks for delivery of services using the web, including outages or downtime, redundancy, response time, and network connection. Wired2Perform^® endeavors to maintain system availability 98% of the time, subject to the exceptions, including those identified below.
   2. Notwithstanding the foregoing, User expressly acknowledges that the Services, including the W2P System, are computer network-based services, which may be subject to outages, interruptions, attacks by third parties and delay occurrences. Wired2Perform^® may, but shall not be obligated to, perform maintenance of the Services and/or System, and Wired2Perform^® shall not be liable for any resulting delays or loss of use of same.
   3. To operate the W2P System at the most efficient and scalable level with value added features, Wired2Perform^® is dependent on third party service providers whose performance it cannot control. On a commercially reasonable basis, Wired2Perform^® will monitor the system availability and performance of those third-party providers. However, we will not guarantee their performance. Therefore, Wired2Perform^®’s standard service support excludes the availability of these service providers.

Email Based Support

Wired2Perform^® generally monitors service requests and inquiries via electronic mail from 9:00 a.m. to 5:00 p.m., United States Eastern time, Monday through Friday, excluding national holidays. Wired2Perform^® will maintain a sufficient number of support contacts to ensure responses to service requests from the W2P Users on a reasonable basis. Wired2Perform^® will use its commercially reasonable best efforts to answer questions and correct reported errors that are reproducible and caused by Wired2Perform^® (or to provide suitable temporary solutions or workarounds for errors) during the initial response. If the W2P User states that the reported error is substantial and material to the use of the W2P Platform, or that the reported error causes the W2P Platform to be inoperable, Wired2Perform^® will use its commercially reasonable best efforts to correct the error, within a commercially reasonable time after Wired2Perform^®’s initial response.

Submit a Case:

Support cases can be submitted by utilizing the Help & Support section of the W2P Platform. When submitting a case, the User will be prompted to provide specific details pertaining to the issue as well as the level of urgency (as denoted by a Level 1, Level 2, or Level 3). Level 1 “Urgent” support cases will be treated as top priority and Wired2Perform^® will make all reasonable efforts to route this support case to members of its team for prompt response. Should the case be evaluated and not meet the level of urgency indicated by the User, the Wired2Perform^® support staff will update the level to reflect the issue submitted. The support case will then be re-prioritized with the other cases in the support queue.

Where the Standard Support Service is a technical or functional issue relating to the intended operation of the W2P Platform then Wired2Perform^® will rectify it at its cost. In addition, if the Standard Support Service is related to functionality or feature of the W2P System that directly requires operation by a Wired2Perform^® representative then the work will be undertaken at the cost of Wired2Perform^®.

However, if the Standard Support Service ticket is originated without demonstrated reasonable efforts of the User to firstly rectify the problem or relates to an unintended use of the W2P System, then a W2P Standard Support Service Fee will be invoiced in accordance with W2P’s rate schedules, as may be amended by W2P from time to time.

All Standard Support Service Fees invoiced shall be payable by direct payment within 15 days of the invoice being issued. Wired2Perform^® reserves its right to require that payment be made by credit card before the service is provided.

Any reasonable claims resulting from a systems failure of the W2P Services purchased by any applicable client under an annual Subscription Service will be directly proportional to the annual fees divided by 365 days and multiplied by the outage (in % of any day) that is in excess of the minimum service specified by Wired2Perform^®. The limit of liability for this breach will be limited to the annual subscription fee divided by 365 (days) multiplied by the days of outage. With respect to an “A La Carte” service which is not delivered on a timely basis due to a W2P System failure, then a refund will be provided in the form of credits proportional to the degree to which the system failure impeded the service delivery by the User. The limit of liability for this breach will be limited to the fee for the relevant W2P Service.

Obligations of the User

Wired2Perform^® requires that a “Registered Administrator” of each User is appointed immediately before using the W2P Platform. The Registered Administrator must have sufficient competence to operate the W2P Platform to perform the tasks outlined herein. The requirement to appoint a Registered Administrator does not apply to individual participants who are only completing a W2P Process (e.g. clients or customers of a W2P User which is a business), and do not have ongoing use of the W2P System.

The Registered Administrators are to be available for handling all administrative support for managing day-to-day requests for information and assistance by their participants, including employees, agents, representatives and clients during the hours of 8:30 a.m. and 5:30 p.m. in their time zone.

Wired2Perform^® requires that the Registered Administrator makes reasonable attempts to self- administer the W2P Platform. This includes providing the first line of direct support to its users with reasonable attempts to provide a solution to meet the user’s needs by email and telephone. The Registered Administrator is required to perform the following types of tasks that it has been enabled to do by the W2P System, including:

1. Set up W2P Processes
2. Follow up the completion of W2P Processes
3. Generate comparison and team reports
4. Customize emails
5. Manage group structure, including URL links and moving participants between groups
6. Handle user queries about the operation of the W2P System
7. Manage clerical accuracy
8. Locate documents included in the W2P Platform

The User is fully responsible for the experience of its participants. It is the responsibility of the User to ensure that its clients and employees address all service requests to the Registered Administrator of the User.

The W2P Process participants of the User are not to make direct contact with Wired2Perform^®. If they do, then they shall be referred to the User as applicable.

Wired2Perform^® requires that a Registered Administrator of each User undertakes a Registered Administrator Training Program for up to 1 hour on how to use the W2P System. This training will be scheduled with an approved representative of Wired2Perform^®.

In addition, online instructional material may be provided to the Registered Administrator who participates in training. The instruction material may provide a detailed list of all system functionality and how to operate it. Further, the instruction material may be updated periodically for the release of W2P System upgrades.

Wired2Perform^® reserves the right to charge an Initial Training Fee for each Registered Administrator Training Program. If the User appoints a new Registered Administrator, then an Additional Training Fee will be charged for each person at the same amount as the Initial Training Fee. If the User requires additional training time on how to use and manage the W2P System, then additional fees may be charged by Wired2Perform^® on an agreed scope of works basis.

W2P has a right to delay or refuse the provision of support services if the User is in breach of its agreement with Wired2Perform^®, and the breach has not been rectified after notification.

If Standard Support Services are indicated as “critical” by the User, then this will be assessed by Wired2Perform^® on a commercial basis. If Wired2Perform^® deems the service request not to be critical then it will be placed in order of receipt for prompt attention based on the general policies and procedures outlined in this document.

1. Level 2 – Premium Support Services Provided by Wired2Perform^®

Premium Support Services are those which are in the following categories:

1. 1. Standard Support Services outlined in Section 3 for which Wired2Perform^® is specifically requested to directly provide by the User; and
   2. Non-Standard Support Services relating to the operation of the W2P System as defined in this Section 4 below.

Non- Standard Support Services Provided by Wired2Perform^®

The Non-Standard Support Services, include:

1. Requests for support that could be reasonably provided by the Registered Administrator
2. Unintended uses of the W2P System
3. Report generation e.g. coaching, wealth mentoring, behavioral management guide, comparison reports, team reports
4. Clearing up clerical mistakes by the Registered Administrator
5. Group or sub-group creation
6. Restructuring of groups
7. Setting up customized URL’s and email addresses
8. Requests for support with credit allocation in groups and/or for individual reports.
9. Issuing discovery emails for any of the W2P Processes
10. Customizing email wording
11. Customizing reports with logo’s
12. Emailing materials from the W2P Platform

Provision of Premium Support Services by Wired2Perform^®

If the Premium Support Service of Wired2Perform^® is required then a Premium Support Service Ticket must be emailed to Wired2Perform^® at support@wired2perform.com or online in accordance with the procedures for “Submit a Case”. Wired2Perform^® will then confirm the Ticket Request in writing and advise the level of Support Fees.

The minimum Premium Support Service Fee is $50 per Ticket (single service request taking up to 30 minutes). If more than 30 minutes is required, then the fee will be determined in 30-minute increments. If management time is required to address and/or complete the Premium Support Services, then a fee of $100 per 30-minute increment of the Manager’s time used will be added to the Ticket fee. Support Fees will otherwise be in accordance with Wired2Perform^®’s prevailing schedule of fees, which may be updated from time to time by Wired2Perform^® in its sole discretion.

All Premium Support Service Ticket requests are to be made at least 5 Business Days before the required date. Rushed Ticket requests that are made between 1 and 4 Business Days before the required date will incur a surcharge of 25%, and Urgent Requests with less than 24 hours’ notice will incur a 50% surcharge.

If Premium Support Services Tickets are indicated as “critical” by the User, then this will be assessed by Wired2Perform^® on a commercial basis. If Wired2Perform^® deems the Ticket request not to be critical then it will be placed in order of receipt for prompt attention based on the general policies and procedures outlined in this document.

All Premium Support Service Fees invoiced shall be payable by direct payment within 15 days of the invoice being issued. Wired2Perform^® reserves its right to require that payment be made by credit card before the service is provided.

Wired2Perform^® may at its discretion provide Standard and Premium Support Services for a User for an agreed monthly fee, with quarterly activity reviews. The service will include that which would be normally provided by a Registered Administrator as outlined above.

1. Level 3 – Consulting Support Services Provided by Wired2Perform^®

Wired2Perform^® may provide the following Consulting Support:

1. 1. Advice and assistance on how the User is to set up the W2P System and its own or third-party technology systems to utilize the W2P Report insights.
   2. Customized Report interpretation, behavioral analysis and data analytics.
   3. Creation and delivery of customized training and consulting programs (e.g. team, hiring, change management, sales, leadership, practice management).
   4. Business and personal consulting and coaching.
   5. Creation of benchmarks for hiring and consulting.
   6. Creation and delivery of customized facilitation tools and processes.
   7. Customization of the W2P System, processes and reports.
   8. API integration to other business systems and processes with a real time data transfer link.
   9. Embedding W2P Questionnaires into the User’s own paper-based or web-based data gathering processes for seamless integration to the W2P System.
   10. Customized messaging and alert services.
   11. Bespoke technology consulting services.
   12. Creation of videos and other marketing collateral.
   13. Other consulting services as and when requested.

Wired2Perform^® will only provide these services if there is an agreed Statement of Work (“SOW”) signed off by both parties. The SOW will clearly specify the work to be performed, the delivery period, roles and responsibilities of the parties and the fees to be charged by Wired2Perform^®.

Estimates for W2P System and/or Report customization will be provided once an estimate fee is paid. This fee shall be determined when the request is submitted, based upon the amount of research and analysis that is needed to perform the estimate. The estimate fee will be applied to the cost of the services, if the estimate/request is approved by the client.

Wired2Perform^® will provide the Consulting Support on a project basis. Our intention is to charge a fixed fee for each project where feasible, provided that the W2P Client or Strategic Partner does not make changes to the agreed scope of works.

The Consulting Support Fees will be charged on the basis of our prevailing hourly charge out rates for the individuals assigned to the project.

All Consulting Service Fees invoiced shall be payable by direct payment within 15 days of the invoice being issued. Wired2Perform^® reserves its right to require that payment be made by credit card before the service is provided.

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