Acceptable Use Policy

Introduction

This Acceptable Use Policy (“AUP”) shall be between an Authorized User (“you”) and Setpoint Technologies Inc. (“Setpoint Technologies”). This AUP governs your access to the Platform and use of the Services (defined below). Updates to this AUP are periodically made available at www.setpoint.io/aup and it is your responsibility to stay informed of such changes. Terms not defined herein are as delineated in the Customer Agreement (defined below) between Customer (defined below) and Setpoint Technologies.

Violation of any of these acceptable use provisions may result in immediate termination of your access to the Services.

1. Definitions.

“Authorized User” means the entity or individual, and such party’s employees and agents, who have been granted access to the Platform and the Services by Setpoint Technologies in response to a request by a Customer of Setpoint Technologies. Unaffiliated third parties of an Authorized User may not become Authorized Users themselves unless otherwise agreed to in writing by Setpoint Technologies and Customer.

“Customer” means the party which has entered into a Customer Agreement (as defined below) with Setpoint Technologies.

“Customer Agreement” means a SaaS Order Form or similar agreement software services between Setpoint Technologies and Customer.

“Documentation” means any user guide, help information and other documentation and information generally provided to users of the Platform by Setpoint Technologies to you in electronic or other written form.

“Platform” means services or products hosted by or on behalf of Setpoint Technologies.

“Services” means access to and use of Setpoint Technologies’ software, services or applications.

“User Data” means all data, information and other materials that are either (a) submitted by you on your own behalf or on behalf of a customer of Setpoint Technologies or collected by Setpoint Technologies on your behalf or on behalf of a Customer of Setpoint Technologies, or (b) provided by you to Setpoint Technologies specifically for use by Setpoint Technologies in the course of the Services.

2. Acknowledgements.

You acknowledge and agree that:

a. Customer has entered into a Customer Agreement with Setpoint Technologies.

b. Customer has requested that Setpoint Technologies grant you access to the Platform and/or Services (or a limited portion thereof).

c. Setpoint Technologies has agreed to provide you with such access, contingent on your acceptance of and continued compliance with this AUP.

d. Setpoint Technologies may suspend or revoke your access to the Platform and the Services (an “Authorized User Access Suspension”) at any time and for any reason or no reason. Setpoint Technologies will use commercially reasonable efforts to provide written notice of any Authorized User Access Suspension to you. Setpoint Technologies will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of an Authorized User Access Suspension.

3. User Restrictions.

In addition to the other terms and conditions contained herein, you agree to comply with the following acceptable use requirements when accessing or using the Services.

a. Prohibited Activities: You shall not use the Services to:

(1) Upload, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, fraudulent, defamatory, obscene, invasive of another’s privacy, or otherwise objectionable;

(2) Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use the Services for fraudulent purposes;

(3) Attempt to gain unauthorized access to any portion of the Services, other accounts, computer systems, or networks connected to the Services; e.g. probe, scan, or test the vulnerability of the Services or any network connected to the Services;

(4) Collect or store personal data in violation of any applicable privacy and/or data security laws; or

(5) Engage in any activity that could disable, overburden, damage, or impair the Services.

(6) Create any service, software, documentation or data that is similar to or competes with any aspect of the Platform or Services;

(7) Encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party;

(8) Copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Platform or Services;

(9) Perform benchmark testing or analysis of the Platform;

(10) Use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to these Terms (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; or permit any third party to engage in any of the foregoing proscribed acts.

b. Content Standards: All User Data and other content uploaded or transmitted through the Services must comply with the following standards:

(1) You must possess all necessary rights, licenses, consents, and permissions to upload and share User Data;

(2) User Data must not infringe upon any intellectual property or proprietary rights of any person or entity;

(3) User Data must not violate any applicable local, state, national, and international laws and regulations.

c. User Data: Setpoint Technologies will have no liability or obligation hereunder with respect to any User Data. Authorized Users shall bear all responsibility and liability for the accuracy and completeness of the User Data provided to Setpoint Technologies hereunder.

d. Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

(1) Immediately notify Setpoint Technologies of any unauthorized use of your account or any other breach of security;

(2) Ensure that you exit from your account at the end of each session; and

(3) Use particular caution when accessing your account from a public or shared computer.

e. Compliance Monitoring: Setpoint Technologies reserves the right, but not the obligation, to monitor any activity and content associated with the Services in order to ensure compliance with applicable laws and regulations. Setpoint Technologies may investigate any reported violation of these policies and take any action that it deems appropriate, including but not limited to removing content, suspending or terminating access, and reporting violations to appropriate authorities.

4. User Responsibilities.

(1) You must provide accurate and complete information with respect to requested user accounts and keep such accounts updated.

(2) You agree to take all necessary steps to protect the confidentiality of username and password information and to ensure that appropriate procedures are in place to prevent misuse. The sharing of username and password information to access the Platform is strictly prohibited.

(3) You will be responsible for the acts or omissions of any person who accesses the Platform using passwords or access procedures provided to or created by you.

5. NO WARRANTIES.

TO THE FULLEST EXTENT PERMITTED BY LAW, SETPOINT TECHNOLOGIES AND ITS AFFILIATES (A) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, AND (B) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. SETPOINT TECHNOLOGIES AND ITS AFFILIATES DO NOT WARRANT THAT THE PLATFORM OR SERVICES ARE ACCURATE, COMPLETE, UNINTERRUPTED, OR WILL ACHIEVE ANY INTENDED RESULT. THE SETPOINT TECHNOLOGIES PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SETPOINT TECHNOLOGIES WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICE.