TERMS OF SERVICE

Date of Last Modification: August 8, 2020

Welcome to Euzen Connect, L3C!
By continuing to use these Website and Service provided, you agree to abide by these Terms.
Euzen Connect, L3C is low-income limited liability company. It provides a web site located at https://www.euzenconnect.ai (hereinafter "Website"). This page presents our Terms and Conditions of Use (hereinafter "Terms") that outline the rules and regulations (and our agreement) for your use of this Website and the related Service (defined below). These Terms apply whether you are an Individual, an Employer, a Partner (as those terms are used on the Website), or other user of the Website. These Terms include the Company Privacy Policy, which is incorporated into these Terms by reference.
These Terms constitute a binding agreement between you and the Company, and are deemed accepted by you each time that you use or access the Website or Service. Do not use the Website or Service if you do not accept the Terms stated here.
The Website and Service is not intended for use by residents of, or organizations operating in, the state of California, or outside the United States. Please refrain from using the Website if that describes you or your organization.
The following terminology applies to these Terms and Privacy Policy: "You" and "your" refers to you, the person accessing this Website or using the Service. It includes you whether you are an "Individual," an "Employer," or a "Partner" as those terms are used on our Website. Terms such as the "Company", "we", "our" and "us", refer to Euzen Connect, L3C. "Party" or "Parties" refers to the parties hereto.
The Company provides the use of conversational bots (the "ECbots") that are accessible via the Website and through certain third-party messaging applications such as Facebook Messenger, Viber and Telegram ("Third-party Messaging Apps"). The ECbots are designed to pre-screen, select, engage and connect Individuals, Employers and Partners with each other and may be subject to additional terms, including payment terms. Individuals, Employers, and Partners, together or individually, are sometimes referred to as "Users". The Company may select, or remove, which Third-party Messaging Apps it uses in connection with ECbots at any time in its sole discretion.
The "Service" includes all services made available through the Website and the ECbots, wherever accessed, and includes all software, data, the Database (defined below), reports, text, images, sounds, video, and content made available through any of the foregoing (collectively, the "Content. The "Database" is a list of information about the Individuals, Employers, and Partners, structured and provided by the Company in accordance with the algorithms used by the Company for indexing and retrieval of information.
Changes to These Terms and Conditions of Use
We can change these Terms at any time by updating this page. It is recommended to check this page from time to time, referring to the date of the last modification listed at the top, to ensure that you accept any changes.

Access and Use of the Website, Content, and Service
The Website, Content, and Service are protected under copyright, trademark, and other laws. Unless otherwise stated, the Website, Content, and Service are the exclusive property of the Company and/or its licensors, and all intellectual property rights related thereto are reserved. The Company authorizes you, subject to these Terms, to access and use the Website, Content, and Service and to print pages from the Website for your own personal, non-commercial use. Unauthorized or unlawful use of the Website, Content or Service may violate these laws, and is strictly prohibited.
You agree to not:
v Sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Website, Content, or Service available to any third party;
v Reproduce, aggregate, duplicate or copy material from the Website, Content, or Service, other than as permitted by these Terms;
v Redistribute material from the Website, Content, or Service, unless such content is specifically made for such redistribution;
v Use the Website, Content or Service for any unlawful purpose or any illegal activity (including without limitation in violation of any data, privacy or export control laws), or post or submit any content that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to pornographic, indecent or sexually explicit material of any kind, as determined in the Company's discretion;
v Use the Website, Content, or Service in any manner that interferes with or disrupts the integrity or performance of the Website, Content, or Service or its components;
v Cause, promote or assist any illegal or unauthorized copying of another person's copyrighted work;
v Modify, adapt or hack the Website, Content, or Service to, or otherwise attempt to gain unauthorized access to the Website, Content, or Service or any related systems or networks; or
v Transmit, post, distribute, store or destroy any material, including without limitation Content, in violation of any applicable law or regulation, including but not limited to laws or regulations governing the collection, processing, or transfer of personal information, or in breach of our Privacy Policy.
You hereby consent to receive text messages (SMS), other messages via your accounts on Third-party Messaging Apps, as well as calls and emails from Employers and Partners (if you are an Individual), from Individuals and Partners (if you are an Employer), and from Individuals and Employers (if you are a Partner) in connection with and through the Services at such phone numbers, email addresses, and other contact information you provide through or in connection with Services or Website. You agree that you are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Website, Content, or Service, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, "Equipment"). You shall be responsible for ensuring that such Equipment is compatible with the Website, Content, or Service (and, to the extent applicable, the Software, as defined below) and complies with all configurations and specifications set forth in the Company's published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
Any software that may be made available by the Company in connection with the Service or Content, including the ECbots, (hereinafter "Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. The Company hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by the Company for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of the Company or any third party is granted to you in connection with the Service.
The Company's use of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.
Parts of the Website offer an opportunity for Users to post and exchange opinions, information, material and data (hereinafter "User Content"). Subject to our Privacy Policy, by submitting, posting or displaying User Content on or through the Website or Service, you grant us a perpetual, worldwide, non-exclusive, royalty-free, transferable, sub-licensable license to use, reproduce, adapt, distribute and publish such User Content in any and all forms, formats or media.
The Company does not filter, edit, publish or review User Content prior to its presence on the Website or Service. User Content does not reflect the views and opinions of the Company, its agents and/or affiliates. User Content reflects the views and opinions of the person who posts such User Content. To the extent permitted by applicable laws, the Company shall not be liable for the User Content or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the User Content on the Website.
Although all technical and organizational measures have been taken, you understand that some operations of the Website, Content, or Service, including User Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to the Company's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Website, Content, or Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of any User Content that you post. Company will have no liability to you for any unauthorized access or use of any User Content, or any corruption, deletion, destruction or loss of any of User Content.
The Company reserves the right to refuse to accept, post, display or transmit any User Content, or to remove any User Content, in its sole discretion, unless prohibited or restricted by law.
You warrant and represent that:
v You are entitled to post any User Content that you post on our Website and have all necessary licenses and consents to do so;
v Any User Content that you post does not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
v Any User Content that you post does not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy;
v Any User Content that you post will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. We reserve the right to access your account in order to respond to your requests for technical support. Subject to the Terms hereof, we may (but have no obligation to) provide technical support services, through email in accordance with our standard practice.

Cookies
By accessing the Website, you consent to the use of cookies, flash cookies, and web beacons in accordance with our Privacy Policy.


Hyperlinking to our Website, Service or Content
1) The following organizations may link to our Website without prior written approval:
v Government agencies;
v Search engines;
v News organizations;
v Online directory distributors when they list us in the directory may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
v System-wide Accredited Businesses, except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Website.
These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.
2) We may consider and approve in our sole discretion other link requests from the following types of organizations:
v Commonly-known consumer and/or business information sources such as Chambers of Commerce, Better Business Bureau, American Automobile Association, AARP and Consumers Union;
v Dot.com community sites;
v Associations or other groups representing charities, including charity giving sites, online directory distributors;
v Internet portals;
v Accounting, law and consulting firms whose primary clients are businesses; and
v Educational institutions and trade associations.
We will approve link requests from these organizations only if we determine that: (a) the link would not reflect unfavorably on us or our accredited businesses (for example, trade associations or other organizations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link); (b) the organization does not have an unsatisfactory record with us; (c) the benefit to us from the visibility associated with the hyperlink outweighs the our estimate of the risks; and (d) where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization.
These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.
If you are among the organizations listed in paragraph 2 above and are interested in linking to our Website, you must notify us by sending an e-mail to _______________. Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to Website, and a list of the URL(s) on our Website to which you would like to link. Please allow 2-3 weeks for a response.
Approved organizations may hyperlink to our Website as follows:
v By use of our corporate name;
v By use of the uniform resource locator (Web address) being linked to; or
v By use of any other description of our Website or material being linked to that makes sense within the context and format of content on the linking party's site.
No use of the Company's logo or other artwork will be allowed for linking absent a trademark license agreement.

Framing
Without prior approval and written permission, you may not create frames around our Web pages that alter in any way the visual presentation or appearance of our Website.

Content Liability
For third parties that link to our Website, we shall have no responsibility or liability for any content appearing on your website. You agree to indemnify and defend us against all claims arising out of or based upon your website. No link(s) may appear on any page on your website or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.


Reservation Rights
We reserve the right at any time and in our sole discretion to request that you remove all links or any particular link to our Website. You agree to immediately remove all links to our Website upon such request.
We reserve the right to amend these Terms and our Privacy Policy at any time. By continuing to link to our Website, you agree to be bound to and abide by these Terms.
We also reserve the right in our sole discretion to restrict, suspend, or terminate a User's access to all or any part of the Website or the Content or Service at any time and for any reason without prior notice or liability.
However, all accrued rights to payment and the terms and conditions of this document shall survive termination of these Terms.

Cost of Services
There is no cost to Individuals for completing a Company profile. However, there may be charges for Employers and for Partners, and for Individuals using other Services of the Company. Please see Website for additional information and payment terms and conditions.
Except as otherwise described on our Website, payments can be made via bank transfer or e-payment. A valid credit card, debit card or bank account is required for paying accounts. Free accounts are not required to provide a credit card number. We reserve the right at any time to change the cost or terms of Services without prior notice or liability. Current charges for Service are specified on our Webpage.

User Representations and Warranties
You represent and warrant to the Company that:
a. you have full power and authority to enter into these Terms;
b. you own all your User Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow the Company to perform its actions and obligations) in connection with the Service without obtaining any further releases or consents;
c. your User Content and other activities in connection with the Website, Content, or Service, and the Company's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does your User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing;
d. you are eighteen (18) years of age or older;
e. you are not a resident of, or legal entity conducting business in, the state of California; and.
f. your use of the Website and Services will be confined to the United States of America, excluding the state of California.

Governing Law
These Terms shall be governed by the laws of Michigan without regard to the principles of conflicts of law. Except to the extent any dispute is subject to binding arbitration, or unless otherwise elected by Company in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Kent County, Michigan.
YOU ALSO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, CONTENT, OR SERVICES OR THESE TERMS.

Disclaimer of Warranties
The Company disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability or availability of information or material displayed in or linked from the Website and Service or otherwise made available on the Website or Service by the Company or third parties (including Content and User Content), regardless of whether paid for or used for free. The Company disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information, emails or material (including Content and User Content). The Company further disclaims any responsibility for any harm resulting from downloading or accessing any information or material on or through the Website, Content, or Service. Under no circumstances shall the Company be liable to you or any third party on account of your use or misuse of or reliance on the Website, Content, or Service. Additionally, under no circumstances shall the Company be liable to you or any third party on account of your use or misuse of or reliance on any third party site or service you link to from the Company's Website.
The Company further disclaims all liability for any technical malfunction of the Website or Service (including Software), including but not limited to failure of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email delivery, account login, or any other functions or services provided by the Company as a result of technical problems or traffic congestion on the Internet or any third party website or combination thereof, including injury or damage to your or to any other person's computer, mobile device or other hardware or software, related to or resulting from using or downloading any content in connection with the Website or Service. Under no circumstances will the Company be responsible for any loss or damage to any content or personal injury or death resulting from anyone's use of the Website, Content, Service, User Content, or third party applications, websites, software or content posted on or through the Website, Content, or Service, or transmitted to Users, or any interactions involving Users of the Website or Services, whether online or offline.
THE WEBSITE, CONTENT, AND SERVICE, AND ALL MATERIALS, INFORMATION, ADVICE, USER CONTENT, SOFTWARE, PRODUCTS AND SERVICE AVAILABLE ON OR THROUGH THE WEBSITE OR SERVICE ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. THE COMPANY AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE COMPANY AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE WEBSITE, CONTENT AND SERVICE, AND ALL MATERIALS, INFORMATION, ADVICE, USER CONTENT, SOFTWARE, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE WEBSITE, CONTENT AND SERVICE. THE COMPANY AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE, CONTENT AND SERVICE OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE BY THE COMPANY.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE WEBSITE, CONTENT OR SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR OBTAINING ANY SUCH MATERIAL OR DATA.

Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ITS AFFILIATES, OR ITS OR THEIR THIRD-PARTY LICENSORS, BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE WEBSITE, CONTENT OR SERVICE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF THE COMPANY OR ITS AFFILIATES, OR ITS OR THEIR THIRD-PARTY LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE WEBSITE, CONTENT OR SERVICE, FROM RELIANCE OR DAMAGE CAUSED BY INFORMATION POSTED ON THE WEBSITE OR THROUGH THE SERVICE, FROM INABILITY TO USE THE WEBSITE OR SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR SERVICE OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE ON THE WEBSITE OR SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE OR SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE WEBSITE OR SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT YOU PAID THE COMPANY TO USE THE WEBSITE OR SERVICE.

Force Majeure
Without limiting the foregoing, under no circumstances shall the Company or its affiliates, or its or their third-party licensors, be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, pandemics, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

Indemnification
You shall defend, indemnify, and hold the Company harmless from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms, any of your User Content, or your other access, contribution to, use or misuse of the Content, Service or Website. The Company shall provide notice to you of any such claim, suit or demand. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company's defense of such matter.

Claims of Infringement
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by the Company infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information as required by 17 USC. § 512(c)(3)(A):
v a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
v identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the site are covered by a single notification, a representative list of such works);
v identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow the Company to locate the material on the site;
v the name, address, telephone number, and email address (if available) of the complaining party;
v a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
v a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send the Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details.


Notices and counter-notices with respect to the Website, Content, or Service should be mailed to:
Euzen Connect, L3C
Attn: Blythe Kazmierczak
3169 Thorncrest DR SE
Grand Rapids, MI 49546
or emailed to blythe@euzenconnect.ai.

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there are penalties for false claims under the DMCA.

Miscellaneous
If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
Both parties agree that these Terms, together with any of Company's posted Supplemental Terms and Conditions of Use as may be applicable, are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Company in any respect whatsoever.
All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Mandatory Binding Individual Arbitration and Class Action Waiver ("Arbitration Agreement")

Except as otherwise provided by law, the Parties mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This agreement to arbitrate is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and, except as otherwise provided in these Terms, shall apply to any and all claims and disputes that either Party may have against the other arising out of or relating to these Terms, the Service, or any other aspect of the Parties' relationship or termination of relationship to each other, and extends to each Party's (1) affiliates and partners, (2) officers, directors, employees, or agents in their capacity as such or otherwise, and/or (3) successors and assigns of any of them; any and all of which may enforce this agreement to arbitrate.

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or alleged waiver of this agreement to arbitrate including, but not limited to any claim that all or any part of this provision is void or voidable. However, as stated in the "Class Action Waiver" below, the preceding sentence shall not apply to the clause entitled "Class Action Waiver."

If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought.

Class Action Waiver. The Company and Contractor mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action ("Class Action Waiver"). Notwithstanding any other clause contained in these Terms or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules ("AAA Rules"), except as follows:

? The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The arbitrator shall be a licensed attorney or retired judge with experience in the law underlying the dispute.

? If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in Kent County, Michigan.

? Unless applicable law provides otherwise, as determined by the Arbitrator, the Parties agree to share equally the Arbitrator's fees and costs.

? The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

? Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.

? The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.

? The Arbitrator's decision or award shall be in writing with findings of fact and conclusions of law. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

Either Party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual; provided, however, that all determinations of final relief shall be decided in arbitration, and pursuing the temporary or preliminary injunctive relief shall not constitute a waiver of rights under this agreement to arbitrate.

This agreement to arbitrate is the full and complete agreement relating to the formal resolution of disputes covered by these Terms. Except as stated with regard to the Class Action Waiver above, in the event any portion of this agreement to arbitrate is deemed unenforceable, the remainder of this agreement to arbitrate will be enforceable.

SUPPLEMENTAL TERMS AND CONDITIONS OF USE
FOR INDEPENDENT CONTRACTORS ("PARTNERS")

EuzenConnect is an internet application ("EuzenConnect Platform" or the "Application") owned and operated by http://euzenconnect.ai (EuzenConnect," "we," or "us"). EuzenConnect provides a service (the "Service") that allows individuals ("Individuals") to access EuzenConnect's network of contractors ("candidate" or "you" or "Partner") to identify local providers to meet intermittent needs for services. The Contractors have access to the Application to receive and review requests for services from Individuals and to determine their interest in and availability to respond to such requests.

Acknowledgment and Acceptance of Agreement

These Supplemental Terms and Conditions of Use ("Supplemental Terms") supplement the General Terms and Conditions of Use ("General Terms") that pertain to this Application, which together represent an electronic contract that sets out the legally binding terms of the relationship between EuzenConnect and you. The Supplemental Terms and General Terms are together referred to as the "Agreement." By registering to become a Contractor, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. By accessing the Application, or becoming a Contractor, you accept this Agreement and agree to the terms, conditions and notices contained and/or referenced herein.

EuzenConnect reserves the right to change this Agreement, and add additional terms at any time, effective upon making the modified provisions available on the Application or by notifying Contractors directly. You are responsible for regularly reviewing the Terms of Use for modifications and updates to its terms. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Application, EuzenConnect does not assume any obligation to notify Contractors of any changes to this Agreement, or the creation or modification of any additional terms.

You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, forms (including IRS Form 1099-MISC) and any other notices or documents required by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number.

Use of the Application is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old (or the age of legal majority in the jurisdiction in which you work) and legally authorized to work in the United States to become a Contractor. If you do not meet these criteria, you may not register to become a Contractor.

Definitions

Capitalized terms are defined as set forth below or elsewhere in the Agreement.

"Services" means the services described in a EuzenConnect Request for services by a Contractor to a EuzenConnect Individual.

"EuzenConnect Request" means a notice provided, through the Application, to one or more Contractors, which includes a description of the services to be provided by the Contractors, the time by which the EuzenConnect Request must be completed (the "EuzenConnect Completion Date") and the fee associated with the EuzenConnect Request (the "Payment"). An open request is a request for services that has not yet been accepted by a Contractor ("Open Request"). Contractors can use the Application to review Open Requests and to indicate their availability for Open Requests. Once a Contractor has accepted a EuzenConnect Request pursuant to Section 2, the EuzenConnect Request will become a "EuzenConnect Engagement". (Contractors are under no obligation to accept any Open Request).

"EuzenConnect Platform" or "Bot" or "Application" means the software application used by EuzenConnect in connection with the Services.

Background Checks and Privacy Information

As part of your initial registration with EuzenConnect, you agree to immediately execute a written consent for a background check. Subject to a satisfactory background check and agreement to the terms herein, you will be eligible to use the EuzenConnect Platform to view and accept EuzenConnect Requests. You further agree to complete any ongoing background checks as may be required by EuzenConnect or a Customer. Failure to complete the initial or ongoing background check processes may result in inability to accept EuzenConnect Requests and/or removal from the EuzenConnect Platform. Please note that in order to run your background check, EuzenConnect will ask for your social security number during the onboarding process. We may also share your social security number with our payment vendor, Stripe, in order to verify your payment account to ensure the safety of your account.

Best Efforts

By registering to become a Contractor and accepting an Open Request, you agree to use your best efforts to perform the EuzenConnect Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Request was created. Once a Contractor has accepted a EuzenConnect Request, the Open Request will no longer be available for performance by other Contractors who received the Open Request. By accepting an Open Request, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Open Request. Do not accept an Open Request unless you are sure that: (1) you understand what you are being asked to deliver; (2) you can perform the Services identified in the Open Request; (3) you can deliver the Services in the requested time period; and if required, you can get to and from the Customer's location. Failure to timely deliver the Services consistent with the Customer's requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Open Request in accordance with the Customer requirements.

Independent Contractor Relationship

Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between EuzenConnect and you or between the Individual and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving EuzenConnect that is inconsistent with your being an independent contractor (and not an employee) of EuzenConnect . You are not the agent of EuzenConnect or the Individual and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of EuzenConnect or the Individual.

As an independent contractor, you are solely responsible for determining which Open Requests you will choose to accept and how, when and where you will provide the Services under this Agreement. EuzenConnect will provide no supervision and will have no control over the manner in which you perform the Services. Further, you must provide all equipment, tools, material and labor that may be necessary to perform the Services. You acknowledge and understand that EuzenConnect will not provide you with any equipment, tools, material or labor to perform the Services and will only (subject to the terms and condition stated herein) provide you with access to the Application for purposes of enabling you to access and accept (if you so choose) EuzenConnect Requests and engage in incidental, related activities (if you so choose).

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) you from engaging in other business activities or providing your services to others that are separate and distinct from any business activities or services that you conduct through the Application.

Benefits and Contributions

You are not entitled to or eligible for any benefits that EuzenConnect may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, EuzenConnect will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers' compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of EuzenConnect, or any affiliate of EuzenConnect ("Affiliate"), by the U.S. Internal Revenue Service ("IRS"), the U.S. Department of Labor ("DOL"), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Individual or by EuzenConnect, its parents, subsidiaries, affiliates or other related entities.

Taxes

You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the IRS, EuzenConnect will report the Payments paid to you for services rendered as part of EuzenConnect engagements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify EuzenConnect for the cost of any tax liabilities incurred by EuzenConnect as a result of your failure to pay all applicable taxes in a timely manner.

Third Party Payment Processing Services

Payment processing services for Contractors are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these terms or continuing to operate as a Contractor, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of EuzenConnect enabling payment processing services through Stripe, you agree to provide EuzenConnect accurate and complete information about you and your business, and you authorize EuzenConnect to share it and transaction information related to your use of the payment processing services provided by Stripe.

Confidentiality

From time to time, you may be given access to confidential information in the course of performing engagements that you receive through EuzenConnect. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining EuzenConnect's express prior written consent on a case-by-case basis. "Confidential Information" means any and all information related to EuzenConnect's or any Individual's business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Individuals) that EuzenConnect and/or the Individual considers to be confidential or proprietary or which EuzenConnect has a duty to treat as confidential.

You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.

Your obligations with respect to Confidential Information will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to EuzenConnect's first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by EuzenConnect, or is required by law or court order, provided that you immediately notify EuzenConnect in writing of such required disclosure and cooperate with EuzenConnect, at EuzenConnect's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.

Upon EuzenConnect's request and upon any termination or expiration of this Agreement, you will promptly (a) return to EuzenConnect or, if so directed by EuzenConnect, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to EuzenConnect in writing that you have fully complied with these obligations.

Representations and Warranties

You represent, warrant, and covenant that:

? You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);

? You are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any EuzenConnect Engagement, or that is otherwise inconsistent with this Agreement or any EuzenConnect Engagement.

? You will comply with all of the terms of this Agreement;

? You will fully conform to the Individual's specifications, requirements, and other terms of any EuzenConnect Request that you accept, and the Services delivered will be of a professional and workmanlike quality;

? You will comply with all applicable laws, rules and regulations in connection with performance of the Services under this Agreement;

? Any workers that you may employ, engage or otherwise retain to assist with performance of Services under this Agreement are properly classified and treated under any applicable laws and will assist with the performance of Services in a safe, lawful and workmanlike manner.

Insurance

You acknowledge that you are an independent contractor, not an employee of EuzenConnect. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by EuzenConnect to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. EuzenConnect requires that, as an independent contractor, you maintain workers' compensation or occupational accident insurance for which you are solely and exclusively responsible for. Specifically, in the event that you are injured while working in the course and scope of an engagement for EuzenConnect, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that EuzenConnect may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of performing a EuzenConnect Engagement or the Services, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that EuzenConnect may have, and that EuzenConnect is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation. If you do not provide proof of workers' compensation or occupational accident insurance, you may be charged a Trust and Safety Fee that will be paid towards EuzenConnect's supplemental occupational accident insurance. By entering into this Agreement, you are agreeing to pay this fee.

Termination by EuzenConnect

In addition to any other grounds for termination in this Agreement, EuzenConnect reserves the right to terminate your access to the Application if you have not accepted a EuzenConnect Engagement in the previous twelve calendar months, if you materially breach the Agreement or any EuzenConnect Engagement, if you violate the law in connection with your use of the Application (or in connection with the performance of the Services), or if you have otherwise engage in conduct in using the Application that EuzenConnect, in its sole discretion, believes in good faith to be detrimental to its business interests.

Survival

The provisions of this Agreement pertaining to "Independent Contractor Relationship," "Confidentiality," "Representations and Warranties," "Survival," and "Modifications to Application" will survive any termination or expiration of this Agreement and/or any modification or termination of the Application. Termination or expiration of this Agreement will not affect either party's liability for any breach of this Agreement such party may have committed before such expiration or termination.

Modifications to Application

EuzenConnect reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. You agree that EuzenConnect shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services.
Conflicting Terms

The parties intend that both these Supplemental Terms and the General Terms shall govern their relationship, and shall to the extent possible, shall be construed harmoniously so as to give full legal effect to both. However, in the event of any irreconcilable conflict between these Supplemental Terms and the General Terms, these Supplemental Terms shall control.


SUPPLEMENTAL TERMS AND CONDITIONS OF USE FOR INDIVIDUALS

EuzenConnect, L3C ("we" or "EuzenConnect"), in affiliation with http://euzenconnect.ai., provides a service (the "Service") that allows its individuals to connect with EuzenConnect's network of geographically distributed independent contractors ("Partners") to obtain service providers for various short term engagements. Please read these Supplemental Terms and Conditions of Use ("Supplemental Terms") in their entirety if you wish to participate in the Service.

Acknowledgment and Acceptance of Supplemental Terms

These Supplemental Terms, together with the General Terms and Conditions of Use ("General Terms"), set forth the terms of the relationship between EuzenConnect and you, and constitute a binding and enforceable agreement (the "Agreement") between us. By using the Application or the EuzenConnect Platform in connection with the Service, you represent that you have read, understand, and agree to be bound by this agreement. This agreement includes EuzenConnect's General Terms and Conditions of Use and its Privacy Policy, both of which are incorporated by reference into this agreement.

You agree and understand that certain features of the Application (defined below) may be subject to additional terms and conditions or registration requirements. You agree to abide by these additional terms and you further agree that a violation of those terms shall constitute a breach of this Agreement. EuzenConnect reserves the right to change these Supplement Terms, and any additional terms at any time, effective upon making the modified provisions available on the Application or by notifying you directly. You are responsible for regularly reviewing these Supplemental Terms for updates and modifications to its terms. Continued use of the Application and/or the EuzenConnect Platform after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Application, EuzenConnect does not and will not assume any obligation to notify Contractors of any changes to these Supplemental Terms, or the creation or modification of any additional terms.

Definitions

Capitalized terms are defined as set forth below or elsewhere in the Agreement.

"Deliverables" means the deliverables specified in a EuzenConnect Request for delivery by a Partner to you.

"EuzenConnect IP" shall have the meaning set forth in the section below entitled "IP Ownership."

"EuzenConnect Request" means a notice provided by EuzenConnect to one or more Partners, which includes a description of the services to be provided by the Partners and the associated Deliverables, the date by which the EuzenConnect Request must be completed and the fee for the Partner who performs the EuzenConnect Request (the "Payment"). The Payment will be subject to an additional charge to compensate EuzenConnect for creating, hosting, administering and providing the Application (the "Service Fee").

"EuzenConnect Platform" or the "Application" means the software used by EuzenConnect in connection with the Service.

"Service Request" means a request for Service or work by you which includes a description of the Deliverables for which you wish to engage Partners. Once you and the Partner have agreed upon the terms of a Service Request, as described in these Supplemental Terms, the Service Request will become a "Service Engagement".

Service Request

You may from time to time submit a Service Request to EuzenConnect via the Application. We reserve the right to reject any Service Request that is not appropriate, that violates the terms of service or use or that we believe in good faith to be inconsistent with the business interests of EuzenConnect or the integrity of the Application.

Fees and Payment

EuzenConnect charges fees and collects payment for each Service Engagement. You agree to provide EuzenConnect with complete and accurate billing and contact information, including but not limited to, your legal name, street address, e-mail address, and the name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, EuzenConnect reserves the right to terminate your access to the Service, and any outstanding Service Engagement, in addition to pursuing any available legal remedies. Generally, you will be billed each day for services provided that day. Special payment arrangements may be made when appropriate. The Service Fee for engaging a Partner as an independent contractor totals 45% of the Payment amount and is generally for creating, hosting, administering, maintaining and providing the Application (collectively, the "Invoice Amount"). A Service Request shall be considered complete once the Deliverables have been accepted by you as described below. The charge for Service Engagements that involve EuzenConnect's payroll application for hiring Partners as employees will be determined based on the type of engagement and geographic location of the Partner and that is mutually agreed upon by EuzenConnect and you.

Taxes

EuzenConnect's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with its purchases hereunder. If EuzenConnect has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you.


Direct Hire Fee

In the event you or, if you are a business entity, any of your directors, officers, or employees (collectively, "Business Personnel") desires to Hire or otherwise directly engage a Partner outside of the EuzenConnect Application in the twelve (12) months following your oryou’re your Business Personnel's last contact with Partner through the EuzenConnect Platform, you will notify EuzenConnect and subsequently you will be billed and agree to pay six hundred dollars ($600) for such direct Hire or other engagement of the Partner. Such Direct Hire Fee shall be charged regardless of whether: (a) Partner contacts you or your Business Personnel or applies to you independently or otherwise through a public job posting or other job board; (b) different Business Personnel are involved in the direct Hire of the Partner and/or previous engagement of the Partner through the EuzenConnect Platform; or (c) you notify EuzenConnect of such direct Hire or engagement of the Partner. Any hire or engagement of the Partner by you or your Business Personnel set forth above shall be defined as a "Hire" and shall trigger the Direct Hire Fee, including a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement where Partner receives any compensation from you. In addition, "Hire" also shall include any situation where you or any of your Business Personnel had contact with Partner through the EuzenConnect Application and provides any information regarding Partner to a third party and that third party then hires Partner within the twelve (12) month period, in any capacity, whether a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement or relationship where Partner receives any compensation, directly or indirectly, from you and/or the third party.

Late Cancellation Fee

In the event that you cancel a project or a Service Engagement less than three hours before the performance of the service is to begin, you will be required to pay half of the cost of the Service Engagement. The cost includes both the payment to the Partner and the fee paid to EuzenConnect.

Late Payment Charges

Any invoice which remains unpaid after the due date shall bear interest at the rate of 1.5% per month. If the amount of any late payment charge exceeds the maximum permitted by law, the charge will be reduced to that maximum amount.

IP Ownership

You acknowledges that all the intellectual property rights in the Application, the Service, the EuzenConnect Platform, and any metadata or other information generated or submitted to EuzenConnect by a Partner in the course of performing a EuzenConnect Request are owned by EuzenConnect or EuzenConnect's licensors or suppliers (the "EuzenConnect IP"). You do not obtain, by this Agreement, any right, title or interest in the trademarks of EuzenConnect or EuzenConnect's licensors, affiliates or suppliers, nor shall this Agreement give you the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of EuzenConnect or EuzenConnect's licensors, affiliates or suppliers. You agree not to (a) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the EuzenConnect IP, or (b) rent, lease, loan, or sell access to the EuzenConnect IP.

Suggestions

You hereby grant to EuzenConnect a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the EuzenConnect IP, and otherwise fully exploit, any suggestions, enhancement requests, recommendations or other feedback provided by you related to the EuzenConnect IP.

Confidential Information

You acknowledge and agree that some of the information that you provide in Service Engagements will be sent to Partners who will need this information to respond to requests to perform one or more EuzenConnect Requests. By submitting a Service Request, you acknowledge and agree that neither we nor any Partners shall have any obligation to maintain the confidentiality any such information, except as may be provided in our Privacy Policy. When you submit a Service Request, you are requesting, and expressly consent, to have details of the Service Engagement sent to Partners that provide like or similar services to those sought through the EuzenConnect Requests. You agree that all information that you provide will be accurate, current and truthful to the best of your knowledge.

DISCLAIMERS

THE SERVICE AND THE DELIVERABLES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE." EUZENCONNECT EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. EUZENCONNECT MAKES NO WARRANTY THAT (A) THE SERVICE OR DELIVERABLES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR DELIVERABLES WILL BE ACCURATE OR RELIABLE. EUZENCONNECT DOES NOT AND CANNOT GUARANTEE A MATCH BETWEEN EACH EUZENCONNECT REQUEST AND A PARTNER OR THAT THERE ARE PARTNERS IN EACH GEOGRAPHIC AREA REQUESTED BY CUSTOMER WHO ARE WILLING TO FULFILL THE EUZENCONNECT REQUEST AT THE TIME AND PLACE REQUESTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT EUZENCONNECT HAS NO LIABILITY FOR THE ACTION, OR INACTION, OF ANY PARTNER AND THAT THERE IS NO EMPLOYMENT, JOINT VENTURE, OR AGENCY RELATIONSHIP BETWEEN EUZENCONNECT AND THE PARTNERS. EUZENCONNECT DOES NOT GUARANTEE OR WARRANT THE PARTNERS' PERFORMANCE OF THE EUZENCONNECT REQUESTS OR THE OUTCOME OR QUALITY OF THE DELIVERABLES PROVIDED.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EUZENCONNECT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE EUZENCONNECT IP OR THE DELIVERABLES, EVEN IF EUZENCONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EUZENCONNECT'S LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE EUZENCONNECT IP OR THE DELIVERABLES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO THE FEES YOU HAVE PAID TO EUZENCONNECT IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THE AGREEMENT.

Contract Formation

EuzenConnect provides a platform through which individuals and businesses, such as yourself, and contractors (which we have defined as "Partners" in this Agreement) can buy and sell Services online. Under this Agreement (and EuzenConnect's service agreement with Partners), EuzenConnect provides services to both you and the Partners, including the provision of a technology platform, aimed at facilitating the formation of contracts between you and Partners and informally managing disputes related to those contracts. Through the Application, you can post Service Requests and invite Partners to accept. If you and a Partner agree on terms, including how the Partner will be classified, a contract is formed directly between you and the Partner.

Nature of Relationship

The Parties expressly agree that no joint venture, partnership, employment, or agency agreement exists between them as a result of this Agreement or any use of the Application.

Worker Classification

You understand that you have the option to determine whether a particular Request will be for work to be performed by a Partner as an independent contractor or as an employee. This determination is solely in your control. By entering into this Agreement, you have independently determined that you will engage and classify Partners as independent contractors. You acknowledge that a Partner does not have authority to enter into written or oral contracts, whether implied or express, on behalf of EuzenConnect. You acknowledge that EuzenConnect does not and will not, in any way, supervise, direct, or control a Partner's work or Services performed in any manner. EuzenConnect does not set a Partner's work hours and location of work, nor is EuzenConnect involved in determining the type or manner of compensation to be paid for any Service Request. EuzenConnect also does not and will not provide a Partner with training or any equipment, labor or materials needed for a particular Request. For Partners engaged as independent contractors, EuzenConnect will not deduct any amount for applicable withholding that may be required by law for employees such as federal and state taxes, unemployment and Social Security. You may not require an exclusive relationship between yourself and a Partner. You will not restrict (or attempt to restrict) a Partner's ability to perform Requests for other EuzenConnect customers or from being employed by or otherwise engaging with persons or businesses other than yourself, including any of your competitors. For contracts classified as employer-employee relationships, you will manage the EuzenConnect Request through EuzenConnect's payrolling program, where the Partner becomes an hourly employee of EuzenConnect's staffing affiliate and you and the Partner enter into appropriate additional agreements.

Termination

Either party may terminate this Agreement without cause, effective immediately upon notice to the other party, however, cancellation of this Agreement shall not relieve any party of their obligations relative to any Service Engagements that has been entered into but not completed at the time of the cancellation.

Surviving Provisions

The provisions of this Agreement addressing "Fees and Payment", "IP Ownership", "Confidentiality", "Disclaimers", "Limitation of Liability", "Surviving Provisions", and "Miscellaneous" shall survive any termination of this Agreement.

Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

No Assignment

This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without EuzenConnect's express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. EuzenConnect may assign this Agreement or any of its rights under this Agreement to any third party with or without your written consent.

Notices

EuzenConnect may give any notice required by this Agreement by means of a general notice on the Application, electronic mail to your email address on record with EuzenConnect, or by written communication sent by first class mail or pre-paid post to your address on record with EuzenConnect. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email). Except as set forth above with respect to notice of arbitration, you may give notice to EuzenConnect. Such notice shall be deemed given when received by EuzenConnect by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the following address: 3400 Innovation Court SE, Grand Rapids, Michigan 49512, or email to help@fromwolf.com.

Waiver

All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Entire Agreement

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Service Engagement, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation (excluding Service Engagements) shall be incorporated into or form any part of this Agreement, and all such terms and conditions shall be null and void.

Modifications to Application

EuzenConnect reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. You agree that EuzenConnect shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Service.

Conflicting Terms

The parties intend that both these Supplemental Terms and the General Terms shall govern their relationship, and shall to the extent possible, shall be construed harmoniously so as to give full legal effect to both. However, in the event of any irreconcilable conflict between these Supplemental Terms and the General Terms, these Supplemental Terms shall control.

Contacting EuzenConnect

If you wish to report a violation of the Customer Agreement, have any questions or need assistance, please contact Customer Support at blythe@euzenconnect.ai..