SMALLWORLD GROUP TERMS OF USE

This SmallWorld Group Terms of Use (this “Agreement”), which is a legal agreement between you (“User”) and SmallWorld Group, Inc., a Delaware corporation ("SmallWorld"), shall govern User’s use of and access to the Platform (as defined below). By checking any acceptance boxes, clicking any acceptance buttons, activating an account within the Platform or making any other use of the Platform, User (a) accepts this Agreement and agrees to be bound by each of its terms, and (b) represents and warrants to SmallWorld that (i) User has the authority to enter into this Agreement, and (ii) this Agreement is binding and enforceable against User. Please read this Agreement carefully, as it constitutes a legally-binding agreement between SmallWorld and User. It is agreed and understood that User’s access to the Platform is pursuant to license or subscription (each, a “License Agreement”) purchased by User’s employer, a different third party that has designated User as a permitted user of the Platform, or the User themselves. In situations where there is no formal License Agreement (e.g. when joining as a Super Connector) this Agreement should be used as the governing document between User and SmallWorld.

1. Platform. Subject to the terms set forth herein, User shall be entitled to access the Platform on a limited, revocable, non-exclusive, non-transferable and non-sublicensable license basis solely for the purposes described within SmallWorld’s website (the “Website”) or within the Platform. Such access to the Platform shall be subject to the terms and conditions set forth in the License Agreement. If no License Agreement exists, access to the Platform can be revoked at any time. SmallWorld shall host, or engage one or more third parties to host, the back end of the Platform in accordance with SmallWorld’s customary practice. For purposes of this Agreement, "Platform" shall mean SmallWorld’s software primarily intended to serve as a tool for facilitating introductions and engaging business prospects.
2. Representations and Warranties. User hereby represents and warrants that: (i) User has the authority to enter into this Agreement and perform hereunder; and (ii) User will comply with all applicable laws and regulations in carrying out its responsibilities hereunder. In addition, User hereby represents, warrants and covenants that (a) User has all authority necessary to enter or import all contract and other data, together with any other information, User either submits to SmallWorld or enters into the Platform (collectively, “Submitted Information”), (b) User will not submit or otherwise make available any extraneous or inappropriate Submitted Information to SmallWorld or within the Platform, and (c) SmallWorld, immediately upon receipt of Submitted Information, will have all rights necessary to use the Submitted Information for purposes of operating the Platform and providing the services described within the Website and the License Agreement.
3. Term. This Agreement shall continue in full force at all times while User is able to use or otherwise access the Platform, which access may be terminated by SmallWorld at any time. Sections 2 through 14 of this Agreement shall survive any termination of this Agreement.
4. Intellectual Property.
1. Ownership. All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. SmallWorld shall retain sole ownership over the Platform and all software and/or other intellectual property utilized by SmallWorld hereunder (including, without limitation, any improvements or enhancements to any such software platform which occur during or following the term of this Agreement), and except as set forth herein no license or other rights to any such software are conferred on User hereunder. All suggestions, recommendations, bug-fixes, error-fixes or other communications from User to SmallWorld regarding the Platform shall, upon submission to SmallWorld, be owned solely and exclusively by SmallWorld.
2. Restrictions. User shall not directly or indirectly reverse engineer, attempt to derive the source code, copy or reproduce all or any portion of the Platform, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. User shall use the Platform solely for its intended purposes and shall not use the Platform for the benefit of any third party except as specifically contemplated under this Agreement. User will not use the Platform: (a) in violation of any applicable law; (b) such that any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information are entered into the Platform; or (c) in violation of the any acceptable use policy or other policy posted at SmallWorld’ website or otherwise made available to User from time to time. User shall be solely responsible maintaining all credentials, passwords and access codes to the Platform, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes. Any other software included in the Platform is licensed subject to the additional terms of the applicable license, all of which are incorporated herein by reference. In addition, User shall adhere to all usage and/or user limits set forth in any documentation provided to or made available to User in connection with accessing the Platform, whether by hard copy or electronically.
5. Data. While all data entered into the Platform by User remains owned by User, User hereby grants to SmallWorld a perpetual, irrevocable, fully-paid, freely-transferable, freely-sublicensable, worldwide license to use all such data in connection with operating the Platform and/or to provide the services described herein and within the License Agreement. Data created by User through use of services, including, but not limited to, relationship ratings, as well as any data gathered independently of the user, will be owned by SmallWorld.
6. Confidentiality. User agrees to treat as confidential all non-public information of SmallWorld (including, without limitation, all non-public information regarding the Platform and SmallWorld’s business), not to use such confidential information for any purpose other than to the limited extent necessary to perform under this Agreement and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, User shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of confidential information disclosed to it by SmallWorld, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice
7. Disclaimer. Except as explicitly set forth herein, SmallWorld, together with SmallWorld’s employees, affiliates, agents, suppliers, licensors and the like, does not make any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Platform will be error-free, (c) as to a minimum level of operability or uptime for the Platform, (d) as to any level of security, (e) as to the actions of any third party, or (f) as to the business results that may be obtained by User by entering into this Agreement or otherwise accessing or using the Platform. User is responsible, at User's sole cost and expense, for providing all equipment necessary to load and/or use the Platform. While it is SmallWorld’s objective to make the Platform accessible at all times, the Platform may be unavailable from time to time for any reason including, without limitation, routine maintenance and/or bugs within the Platform.
8. Limitation on Liability. SMALLWORLD SHALL NOT BE LIABLE TO USER FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR THE PLATFORM, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF SMALLWORLD TO USER FOR ANY CLAIM HEREUNDER, RELATING TO THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED $50 IN THE AGGREGATE. TO THE EXTENT ANY OF THE FOREGOING LIMITATIONS ARE NOT PERMISSIBLE UNDER APPLICABLE LAW, SUCH LIMITATIONS SHALL NOT APPLY TO USER.
9. Force Majeure. Excluding payment obligations to SmallWorld, neither party shall be liable to the other party for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, pandemic, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies or power
10. Governing Law. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Illinois, without reference to conflict of law principles. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by the appropriate court located solely and exclusively in Cook County, Illinois. User agrees to such exclusive jurisdiction in Cook County, Illinois, and waives any jurisdictional claims in respect thereto (including, without limitation, forum non conveniens).
11. Non-Solicitation. During the term of this Agreement and for a period of 1 year following the termination of this Agreement for any reason, User shall not, either directly or indirectly, solicit, hire or engage as an independent contractor any employee of SmallWorld or any individual that was an employee of SmallWorld at any time during the 1-year period immediately preceding the date of proposed hire or engagement.
12. Export. The Platform, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. User agrees to comply strictly with all such regulations. The Platform may not be used, sold, resold, sublicensed, diverted, transferred or otherwise exported or re-exported by User: (i) in, into or through any country designated as a terrorist supporting country by the U.S. government or any of its agencies; (ii) in, into or through any country for which the U.S. has an embargo or with which the U.S. or any of its agencies maintains comprehensive trade controls; (iii) to or by a national or resident of the countries described in (i) or (ii); or (iv) to or by any party included in the United States Department of Commerce's Denied Persons List, Entity List or Unverified List; or the United States Department of the Treasury's Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations or Debarred Persons List; or is otherwise designated by the U.S. government or any of its agencies as a party with which it is unlawful to do business
13. Usage of Platform. The following terms and conditions govern general use of the Platform
1. Permitted Uses. User may use the Platform only in good faith for the purposes described herein. User may not use the Platform to promote another business or commercial venture unless separately agreed with SmallWorld
2. Distribution. Except as expressly permitted under other provisions of this Agreement, User may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any data or content within the Platform
3. Infringement. User may not use the Platform or any other materials from the Platform in any manner that may infringe upon any copyright or other intellectual property right, proprietary right or property right of SmallWorld or any third party.
4. Other Prohibited Uses. User may not use the Platform for any purpose that:
1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious or otherwise violates SmallWorld’s rules or policies;
2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability or any other classification protected by law;
3. invades any person’s or entity’s privacy or other rights;
4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
5. misidentifies User or impersonates any person or entity, including, without limitation, any employee or representative of SmallWorld, or falsely states, implies or otherwise misrepresents User’s affiliation with a person or entity by, for example, pretending to be someone other than User or pretending to represent a company or organization that User is not affiliated with or authorized to represent; or
6. could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
5. Harm to Minors. User may not take any action in connection with the Platform to harm minors in any way.
6. Solicitation. User may not use the Platform in a manner that violates any state or federal law regulating commercial e-mail, facsimile transmissions or telephone solicitations.
14. Privacy Policy.
    1. Types of Personal Data Collected.
       SmallWorld may collect the following pieces of information from the User: first name, last name, email address, and physical location. SmallWorld does not collect any sensitive data from the User. If a User enables the email integration, metadata of those emails, such as the “To” and “From” fields of the email are connected. SmallWorld does not have access to the body of the emails and all metadata is stored in a secure public database that is in a private subnet inaccessible by the public internet.
    2. Use of Data Collected.
       SmallWorld uses the data collected to provide its service to the User. It uses the data for communication and notification purposes, which includes marketing communication and updates on changes to the product. SmallWorld makes use of subprocessors for the sole purpose of providing its service, and does not otherwise share or sell any data that it collects from User.
    3. Data Deletion
       At any time User can request to have their personal data deleted from SmallWorld by contacting [email protected].
15. Google API Disclosure: SmallWorld’s use and transfer of information received from Google APIs to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.
    
16. Miscellaneous. Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. SmallWorld shall be entitled to subcontract various aspects of the services to be performed hereunder to third parties. This Agreement, together with the License Agreement, supersedes all prior written or oral agreements between the parties regarding the subject matter hereof (including any contradictory or additional language in any purchase order). The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, agent or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by User without SmallWorld’s prior, written consent. Any notice pursuant to this Agreement shall be deemed effective when delivered by e-mail or within the Platform (i) in the case of notice from User by e-mail, to [email protected], and (ii) in the case of notice from SmallWorld, to the e-mail address provided by User in signing up to access the Platform. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.