General

Refinu Inc. (“Refinu”, “we” and “us”) has created and developed certain products and services, including personality assessments and reporting (collectively, the “Services”). You are a representative of a Refinu client or prospective Client that desires to purchase certain Services (a “Client”). By using the Services, you agree to be bound by these Terms of Service (the “Terms”). Capitalized terms not used elsewhere shall have the meaning set forth in the Definitions section below.

Orders; Services

These Terms are incorporated by reference in any order, work order, statement of work, proposal, or other agreement concerning the Services (each an “Order” and collectively the “Orders”). In the event of a conflict between the terms of an Order and these Terms, these Terms shall prevail unless otherwise specifically agreed in the Order. Refinu will provide the Services agreed upon in the Order, in accordance with the terms of the Order and these Terms.

Fees

Client agrees to pay Refinu the fees stated in the Order (“Fees”) and any expenses either stated in the Order or approved by Client (“Expenses”). Unless otherwise agreed in the Order: (a) invoices will be submitted either at project completion or monthly; (b) Client will pay invoiced amounts within 30 days of Client’s receipt of the invoice; and (c) amounts not paid when due will incur interest at the rate of 1.5% per month (or the highest amount permitted by applicable law, whichever is lower).

Intellectual Property Rights

Upon delivery by Refinu and acceptance and payment by Client of a Deliverable, Refinu: (a) assigns all of its right, title and interest in and to such Deliverable to Client; and (b) grants Client a nonexclusive license to use any Refinu IP included within the Deliverable in connection with Client’s use of the Deliverable. Client grants Refinu a nonexclusive license to use the Client Materials in connection with the Services. Except as otherwise expressly provided in these Terms, no rights, title or interest is given. No copyright, trademark or other proprietary indications shall be removed from any materials provided by a party.

Confidentiality

Client and Refinu each may disclose certain Confidential Information in connection with the Services. The disclosing party shall retain all rights to its Confidential Information, and the recipient shall: (a) take such reasonable measures to prevent the unauthorized disclosure to third parties of Confidential Information as it would take to prevent disclosure of its own Confidential Information; (b) disclose the Confidential Information only to such employees and agents as necessary to effectuate the provision or use of the Services who have agreed to keep such information confidential; and (c) use such Confidential Information only in connection with the Services.

Acceptable Use

The Services may only be used as intended and in accordance with applicable laws and regulations. The Services may not be used in a manner: (a) that is unlawful; (b) violates the rights of any party (including Refinu); (c) designed to harm the Services, Refinu or any other party; (d) that is competitive with the Services; or (e) not permitted by these Terms. Client is responsible for the compliance to these Terms of anyone accessing the Services by, through or on behalf of Client, including Client’s employees, agents, participants and research subjects.

Data Security

Refinu shall keep in place such technical and organizational measures to protect against unauthorized disclosure of or access to Client’s Confidential Information as is reasonable and prudent given the nature of such information.

Indemnity

As the “Indemnifying Party”, Client, on the one hand, and Refinu, on the other, will each indemnify, defend and hold harmless the other (the “Indemnified Party”) from any third party claim arising out of the Indemnifying Party’s negligence, intentional wrongdoing, or breach of these Terms (a “Claim”) and any liability, damages, losses and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Party in connection with a Claim; provided, that: (a) the Indemnified Party gives the Indemnifying Party prompt written notice of the Claim; (b) the Indemnifying Party shall be entitled to control the defense and settlement of the Claim; and (c) the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the Claim.

Warranty

Refinu warrants to Client that, for a period of [90] days from delivery (the “Warranty Period”), the Deliverables shall be free from material defect and shall perform substantially in accordance with any specifications or requirements agreed upon in the Order. As Client’s sole remedy for a breach of the foregoing warranty, and provided Client reports the breach within the Warranty Period, Refinu will promptly correct any defect or nonconformance at no additional cost to Client.

Disclaimer

OTHER THAN AS SET FORTH IN THE “WARRANTY” SECTION ABOVE: (A) THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY; AND (B) REFINU DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limits on Liability

Except with respect to claims regarding violation of proprietary rights, breaches of confidentiality, or damages resulting from intentional wrongdoing or gross negligence: (a) neither Client nor Refinu shall be liable for any punitive, incidental, special, indirect, exemplary, multiplied or consequential damages, whether in contract, negligence, tort or any other legal theory; and (b) each of Client’s and Refinu’s total liability to the other shall be limited to the amount of fees payable under the Order that is most related to the subject of the dispute.

Governing Law and Jurisdiction

The rights and obligations of the parties with respect to the Services shall be governed by the laws of the District of Columbia and the United States of America, without regard to the conflict of laws principles thereof. Jurisdiction and venue for any claims arising hereunder may be in the courts located in the District of Columbia. The parties hereby consent to such jurisdiction and waive any objections to that venue. The parties shall not raise in connection with, and hereby waive, any defenses based upon the venue, the inconvenience of the forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any such action or suit brought in the District of Columbia.

No Waiver

The failure of either party to exercise any right or remedy provided for herein shall not be deemed a waiver of any right or remedy hereunder. No waiver by any party of any breach of any provisions hereof shall constitute a waiver unless made in writing signed by the party. Either party’s waiver of any breach or failure to enforce any of the Terms at any time shall not in any way affect, limit or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition thereof.

Legal Fees

In the event of any legal action or similar proceeding between Client and Refinu with respect to the Services or these Terms, the prevailing party will be entitled to receive from the other party reasonable attorney’s fees, costs and expenses incurred in connection with the action or proceeding.

Entire Agreement

These Terms, along with the applicable Order, are the entire agreement between Refinu, on the one hand, and Client, on the other, with respect to the Services. Any other agreements, representations, warranties, inducements and promises are superseded and merged. The acknowledgment or acceptance of an Order containing conditions at variance with these Terms shall not modifying these Terms (except with respect to the Services under a specific Order if and to the extent expressly agreed by Refinu in the Order).

Amendment

These Terms may be amended from time to time by Refinu posting the amended Terms on this website, but such amendments will only apply prospectively. If there are any outstanding Orders, the version of these Terms in effect at the time the Order was entered into will govern.

Severability

If any of the provisions of these Terms is determined to be unenforceable, the parties agree that it shall be (and is) modified to the minimum extent necessary to render it enforceable, or, if incapable of such revision, shall be (and is) severed from these Terms, and the remainder shall be enforced.

No Delegation

No party may delegate its obligations under these Terms without the express written consent of the other party.

No Third-Party Beneficiaries

Except as expressly set forth in these Terms or expressly agreed in an Order, there are no third-party beneficiaries to the party’s agreement.

Definitions

The following capitalized terms shall have the meaning given.

“Client Material” means items of Intellectual Property provided by or on behalf of Client for use in connection with the Services.

“Confidential Information” means information that, either, is identified as confidential upon disclosure, or that the recipient should understand to be confidential under the circumstances; provided, Confidential Information does not include information that: (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any act or omission by the recipient; (ii) at the time of disclosure is, or thereafter becomes, available to the recipient on a non-confidential basis from a third-party source, provided, such third party is not and was not prohibited from disclosing such Confidential Information to the recipient by any contractual obligation; (iii) was known by or in the possession of the recipient, as established by documentary evidence, prior to being disclosed by or on behalf of the Discloser pursuant to this agreement; or (iv) was or is independently developed by the recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Discloser’s Confidential Information.

“Deliverables” means the items created and delivered by Refinu to Client pursuant to an Order and accepted by Client, excluding any Refinu IP included therein.

“Intellectual Property” shall mean any and all intellectual property and other rights of any kind or nature (regardless of whether registered), including without limitation any: (a) copyrights, trademarks, trade names, domain names, designs, patents, technology, software, designs, and goodwill associated with trademarks, trade names, and domain names; (b) ideas, know-how, approaches, methodologies, concepts, skills, techniques and process; (c) moral rights, author’s rights, and rights of publicity; and (d) other industrial, proprietary and intellectual property-related rights anywhere in the world, in each case that exist now or hereafter come into existence, and all renewals and extensions of the foregoing.

“Refinu IP” means Refinu’s Intellectual Property.