Factoreon Platform

"Agreement" — These Terms and Conditions of Service, together with the Privacy Policy, any applicable Order Form, and all exhibits and addenda incorporated herein by reference, as amended from time to time in accordance with Section 3.

"Factoreon" / "Company" / "we" / "us" / "our" — Factoreon, a corporation organized and existing under the laws of the State of Delaware, registered to do business in the State of Florida.

"Platform" — The Factoreon software-as-a-service platform, including all associated websites, web applications, mobile applications, APIs, databases, psychometric assessment engines, scoring algorithms, reporting tools, intellectual property, and related services.

"User" / "you" / "your" — Any individual or legal entity that accesses, registers for, or uses the Platform in any capacity, whether as a Business User, Consumer User, or Trial User.

"Business User" — A User accessing the Platform in a business-to-business capacity, including as an employer, recruiter, researcher, or organizational subscriber.

"Consumer User" — A natural person accessing the Platform for personal, family, or household purposes as defined under applicable consumer protection statutes including the FTC Act (15 U.S.C. § 45), CCPA/CPRA (Cal. Civ. Code § 1798.100 et seq.), and applicable state consumer protection laws.

"Psychometric Data" — Any data generated by or derived from assessments administered through the Platform, including personality profiles, cognitive scores, behavioral indicators, and predictive analytics outputs, constituting Sensitive Personal Information under applicable privacy law.

"Personal Information" — Information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked — directly or indirectly — with a particular individual, as defined under CCPA/CPRA, GDPR (Regulation (EU) 2016/679), and applicable state privacy statutes.

"Sensitive Personal Information" — A subset of Personal Information including psychometric data, mental health indicators, biometric identifiers, precise geolocation, racial or ethnic origin, and other categories designated as sensitive under CCPA/CPRA § 1798.121, GDPR Article 9, and equivalent state laws.

"Services" — All features, content, functionality, assessments, reports, and deliverables provided through the Platform.

"Subscription" — An auto-renewing paid plan conferring access to the Platform for a specified term, as described in the applicable Order Form or checkout page.

"Order Form" — A written or electronic order document executed by the parties specifying subscription tier, pricing, and term.

"Confidential Information" — All non-public information disclosed by one party to the other, including algorithms, source code, scoring methodologies, business processes, and User data, but excluding information that becomes publicly known through no breach of this Agreement.

2.1 Age Requirement — 18 or Older. The Platform is intended solely for individuals who are eighteen (18) years of age or older. By registering for or accessing the Platform in any capacity, you irrevocably represent and warrant that you are at least eighteen (18) years of age and have full legal capacity to enter into a binding contract. Any person under the age of eighteen (18) is expressly prohibited from accessing or using the Platform in any capacity whatsoever. Any purported acceptance of these Terms by a person under eighteen (18) is null and void. Factoreon bears no liability whatsoever for access by ineligible individuals. If Factoreon discovers or has reasonable cause to believe that any user is under eighteen (18) years of age, or that data is being collected from or about any individual who constitutes a minor under applicable federal, state, or local law — regardless of the method or context of collection — Factoreon reserves the right to take all measures it deems necessary in its sole discretion to comply with applicable law, up to and including immediate suspension or permanent revocation of the relevant user's access without notice, without refund, and without liability of any kind to any party.

2.2 Affirmative Consent and Binding Agreement. Your affirmative electronic acceptance of these Terms at registration constitutes a legally binding agreement of the same force and effect as a manually executed written contract under applicable electronic signature laws including the Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA). You waive any right to claim that this Agreement is unenforceable due to its electronic form.

2.3 Account Security and Full Responsibility. You are solely and fully responsible for: (a) maintaining the strict confidentiality of your account credentials; (b) all activity occurring under your account whether or not authorized by you; (c) any harm resulting from your failure to maintain account security; and (d) immediately notifying Factoreon at security@factoreon.ai of any unauthorized access. Factoreon shall have no liability whatsoever for any loss or damage arising from your failure to comply with this Section. You acknowledge that Factoreon is entitled to treat all activity under your account as authorized by you.

2.4 Organizational Users — Personal Guarantee of Authority. If you accept these Terms on behalf of a legal entity, you personally represent, warrant, and guarantee that: (a) you have full authority to bind that entity; (b) these Terms are binding on that entity; and (c) if that authority is later found to be absent, you are personally bound by these Terms in your individual capacity. Factoreon shall have no liability for any unauthorized acceptance purportedly made on behalf of an entity.

2.5 User Representations. By accessing or using the Platform, you represent and warrant that: (a) all information you provide is accurate, complete, and current; (b) your use of the Platform will comply with all applicable laws and regulations; (c) you are not subject to any sanction, embargo, or restriction that would prohibit your use of the Platform; (d) you have not been previously suspended or terminated from the Platform; and (e) your use of the Platform will not infringe any third-party rights. These representations are deemed repeated each time you access the Platform.

3.1 Unilateral Right to Modify. Factoreon reserves the absolute and unilateral right to modify, amend, supplement, or replace these Terms at any time in its sole discretion. For material changes affecting data practices, pricing, liability, or dispute resolution, Factoreon will provide notice via: (a) email to the address associated with your account; or (b) a prominent in-platform notification, at least fourteen (14) days prior to the effective date of such change.

3.2 Acceptance by Continued Use. YOUR CONTINUED USE OF THE PLATFORM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION CONSTITUTES YOUR BINDING AND IRREVOCABLE ACCEPTANCE OF THE REVISED TERMS IN THEIR ENTIRETY. If you do not agree to any modification, your sole remedy is to immediately cease all use of the Platform and close your account. Factoreon shall have no liability whatsoever arising from your failure to review updated Terms.

3.3 Non-Material Changes. Non-material changes including typographical corrections, clarifications, and formatting updates take effect immediately upon posting without prior notice. It is your sole responsibility to periodically review these Terms. Factoreon's maintenance of a change log is a courtesy and not a legal obligation.

3.4 Data Practice Changes. Modifications to data practices shall apply prospectively to data collected after the effective date of the change. Factoreon reserves the right to apply modified data practices to previously collected anonymized or de-identified data that cannot reasonably be re-associated with any individual.

4.1 Absolute Ownership. Factoreon retains all right, title, and interest in and to the Platform and all components thereof, including without limitation all intellectual property rights, trade secrets, patents, copyrights, trademarks, algorithms, scoring methodologies, assessment frameworks, training data, model weights, and derivative works. No right, title, license, or interest of any kind is transferred to you under this Agreement except the strictly limited license set forth in Section 4.2. Any improvement, modification, or derivative work created by User in connection with the Platform shall be deemed a work made for hire or, if not so deemed, User hereby irrevocably assigns all rights therein to Factoreon without further consideration.

4.2 Revocable Limited License. Subject to your strict and continuous compliance with these Terms and timely payment of all applicable fees, Factoreon grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, personal license to access and use the Platform solely for your own internal purposes during the applicable subscription term. This license terminates automatically and immediately upon any breach of these Terms without notice or further action by Factoreon. No implied licenses are granted.

4.3 Absolute Prohibition on Reverse Engineering and Competitive Exploitation. The following are strictly and absolutely prohibited, both during and after any period of access to the Platform, with no exceptions whatsoever. You shall not, and shall not permit, encourage, assist, finance, or enable any third party to, directly or indirectly:

• (a) Reverse engineer, decompile, disassemble, decode, reconstruct, translate, adapt, or attempt by any means whatsoever to derive, discover, or approximate the source code, object code, bytecode, underlying algorithms, data structures, logic, architecture, or design principles of any part of the Platform or its components;
• (b) Analyze, study, observe, or monitor the Platform's behavior, inputs, outputs, response patterns, data flows, timing characteristics, or any other operational aspect for the purpose of understanding, replicating, or competing with its functionality;
• (c) Reproduce, imitate, replicate, or create any work that is substantially similar to or derivative of the Platform's user interface, user experience, visual design, layout, navigation structure, interaction patterns, screen flows, design language, color systems, typography, iconography, or any other design element, whether or not such element is protectable under copyright, trade dress, or any other intellectual property law;
• (d) Use the Platform to benchmark, evaluate, or compare its performance, methodology, or outputs against any competing or prospective competing product or service;
• (e) Copy, screenshot, record, scrape, harvest, or otherwise capture any portion of the Platform's interface, design, code, outputs, or functionality for any purpose other than personal use within the scope of the license granted in Section 4.2;
• (f) Use any tool, software, proxy, intermediary, or technical means to intercept, monitor, analyze, or record communications between the Platform and any client, browser, or application for the purpose of understanding or replicating Platform functionality;
• (g) Create, develop, fund, advise, or contribute to any product, service, or system that replicates, imitates, or is substantially inspired by the Platform's design, user experience, assessment methodology, scoring logic, or any other proprietary element;
• (h) Use Platform outputs, assessment results, reports, or any other content generated by the Platform to train, develop, fine-tune, benchmark, or improve any artificial intelligence, machine learning, statistical, or algorithmic system of any kind;
• (i) Circumvent, disable, bypass, or interfere with any technical protection measure, access control, encryption, watermark, or rights management system on or associated with the Platform;
• (j) Engage any contractor, consultant, employee, or third party to perform any of the foregoing acts on your behalf.

4.4 Perpetual and Retroactive Enforcement Rights. THE PROHIBITIONS SET FORTH IN SECTION 4.3 ARE PERPETUAL AND SURVIVE TERMINATION OF THIS AGREEMENT WITHOUT LIMITATION. FACTOREON'S RIGHT TO ENFORCE THESE PROHIBITIONS EXTENDS TO ALL PERSONS WHO HAVE EVER ACCESSED OR USED THE PLATFORM IN ANY CAPACITY AT ANY TIME, INCLUDING FORMER USERS, FORMER EMPLOYEES OF BUSINESS USERS, FORMER TRIAL USERS, AND ANY PERSON WHO ACCESSED THE PLATFORM PRIOR TO ACCEPTANCE OF THESE TERMS. BY ACCESSING THE PLATFORM IN ANY MANNER, EACH SUCH PERSON IS BOUND BY THESE PROHIBITIONS AS A CONDITION OF SUCH ACCESS. THE PASSAGE OF TIME FOLLOWING TERMINATION OR EXPIRATION OF ANY ACCESS PERIOD SHALL NOT DIMINISH OR EXTINGUISH FACTOREON'S ENFORCEMENT RIGHTS UNDER THIS SECTION.

4.5 Monitoring and Detection. User expressly acknowledges and consents that: (a) Factoreon monitors Platform usage patterns, access logs, behavioral data, design interaction data, UI/UX engagement data, code inspection attempts, and all other platform activity for the purpose of detecting violations of Section 4.3; (b) Factoreon may retain such monitoring data indefinitely for enforcement purposes; (c) evidence of attempted reverse engineering, design replication, or competitive exploitation detected through such monitoring shall be admissible in any arbitration or court proceeding as evidence of breach; and (d) Factoreon's detection of any prohibited activity through monitoring shall constitute sufficient basis for immediate termination without notice, initiation of legal proceedings, and pursuit of all available remedies.

4.6 Legal Consequences and Remedies — Mandatory and Cumulative. User expressly acknowledges that any violation of Section 4.3, whether actual, attempted, or suspected, shall entitle Factoreon, without limitation and without election of remedies, to pursue simultaneously all of the following:

• (a) Immediate termination of all access without notice or refund;
• (b) Emergency ex parte injunctive relief in any court of competent jurisdiction without bond, without notice to User, and without proof of actual damages, to prevent any further actual or threatened violation;
• (c) Permanent injunctive relief prohibiting User and all persons acting in concert with User from any further use, development, or exploitation of any product or feature derived from or inspired by the Platform;
• (d) Liquidated damages of not less than fifty thousand dollars (USD $50,000) per distinct act of violation, which the parties agree represents a reasonable minimum estimate of harm given the difficulty of quantifying damages from misappropriation of proprietary psychometric and design intellectual property, and which is not a penalty;
• (e) All actual damages provable at law or equity, including lost profits, unjust enrichment, and disgorgement of any benefit derived from the violation, to the extent actual damages exceed the liquidated damages amount;
• (f) Statutory damages available under applicable law including the Defend Trade Secrets Act (18 U.S.C. § 1836), the Digital Millennium Copyright Act (17 U.S.C. § 1201 et seq.), and the Computer Fraud and Abuse Act (18 U.S.C. § 1030);
• (g) Exemplary damages of up to two times actual damages for willful and malicious misappropriation under the Defend Trade Secrets Act (18 U.S.C. § 1836(b)(3)(C));
• (h) Full recovery of Factoreon's attorneys' fees, expert witness fees, court costs, investigation costs, and all other litigation expenses, regardless of the outcome of any related claims;
• (i) Criminal referral to appropriate law enforcement authorities where conduct violates the Computer Fraud and Abuse Act, the Economic Espionage Act (18 U.S.C. § 1831 et seq.), or any other applicable criminal statute.

4.7 Business User Vicarious Liability. Business Users are jointly and severally liable for any violation of Section 4.3 by any of their employees, contractors, agents, or representatives who accessed the Platform through the Business User's account or at the Business User's direction, regardless of whether such access was authorized by the Business User. Business Users shall implement internal policies sufficient to prevent violations by their personnel and shall immediately notify Factoreon at legal@factoreon.ai upon becoming aware of any actual or suspected violation.

4.8 No Limitation by Agreement. The remedies set forth in Section 4.6 are in addition to and not in limitation of any other rights or remedies available to Factoreon at law or in equity. Pursuit of one remedy does not preclude pursuit of any other remedy. The arbitration provisions of Section 10 do not apply to Factoreon's pursuit of injunctive or emergency relief under this Section, and Factoreon may seek such relief in any court of competent jurisdiction without first initiating arbitration.

5.1 Privacy Policy. Factoreon's collection, use, retention, sharing, and protection of Personal Information is governed by the Factoreon Privacy Policy (available at www.factoreon.ai/privacy), which is incorporated into this Agreement by reference. In the event of any conflict between these Terms and the Privacy Policy with respect to data handling, the Privacy Policy shall control.

5.2 Sensitive Personal Information — Opt-In Consent. Psychometric Data constitutes Sensitive Personal Information under applicable law, including CCPA/CPRA § 1798.121 and GDPR Article 9. Factoreon collects and processes Psychometric Data only upon your explicit, informed opt-in consent, obtained separately from general acceptance of these Terms. You may withdraw consent at any time by contacting privacy@factoreon.ai; withdrawal shall not affect the lawfulness of processing prior to withdrawal.

5.3 Data Ownership.

• (a) User Data: You retain ownership of all raw Personal Information and Psychometric Data you submit to the Platform.
• (b) Derived Data License: By using the Platform, you grant Factoreon a limited, non-exclusive, royalty-free license to process your data solely to deliver the Services. Factoreon does not sell your Psychometric Data to third parties for advertising or marketing purposes.
• (c) Aggregate Anonymized Data: Factoreon may collect and use de-identified and aggregated data derived from Platform usage for research, platform improvement, and benchmark development, provided such data cannot reasonably be re-identified to any individual, consistent with CCPA/CPRA and GDPR standards for anonymization.

5.4 GDPR — EEA and UK Users. For Users located in the European Economic Area or United Kingdom, Factoreon processes Personal Information in accordance with GDPR (Regulation (EU) 2016/679) and the UK GDPR. Legal bases for processing include: (a) performance of contract (Article 6(1)(b)); (b) legitimate interests (Article 6(1)(f)); and (c) explicit consent for Sensitive Personal Information (Article 9(2)(a)). EEA/UK Users have the rights of access, rectification, erasure, restriction, portability, and objection under GDPR Articles 15–22. Automated decision-making with legal or similarly significant effects is subject to the safeguards required by GDPR Article 22. Data Protection inquiries should be directed to: dpo@factoreon.ai.

5.5 CCPA/CPRA — California Residents. California residents have the following rights under the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.), as amended by the California Privacy Rights Act: (a) right to know what Personal Information is collected and how it is used; (b) right to delete Personal Information; (c) right to correct inaccurate Personal Information; (d) right to opt out of the sale or sharing of Personal Information; (e) right to limit use of Sensitive Personal Information; and (f) right to non-discrimination for exercising privacy rights. Because Factoreon operates exclusively online, California residents may submit a verifiable consumer request by either of the following methods, consistent with Cal. Civ. Code § 1798.130(a)(1): (i) email: privacy@factoreon.ai; or (ii) the in-platform privacy request form available at www.factoreon.ai/privacy-request. Factoreon will respond to verifiable requests within forty-five (45) days, with a single forty-five (45) day extension where reasonably necessary.

5.6 State Privacy Laws. Factoreon extends comparable privacy rights to residents of all states with comprehensive privacy statutes, including but not limited to Virginia (VCDPA), Colorado (CPA), Connecticut (CTDPA), Texas (TDSA), and other states as their laws take effect. Psychometric Data may constitute mental health data under certain state statutes (including Texas TDSA) and is handled accordingly with heightened protection.

5.7 Data Security. Factoreon implements and maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Personal Information against unauthorized access, destruction, use, modification, or disclosure. In the event of a data breach affecting your Personal Information, Factoreon will notify affected Users as required by applicable breach notification laws.

5.8 Data Retention. Factoreon retains Personal Information only as long as necessary to fulfill the purposes for which it was collected, to comply with legal obligations, and to resolve disputes. Retention schedules are set forth in the Privacy Policy.

6.1 Subscription Plans. Factoreon offers subscription plans as described on the pricing page at www.factoreon.ai/pricing. All fees, billing cycles, and features are subject to change at Factoreon's sole discretion in accordance with Section 3. Factoreon makes no representation that any particular plan, feature, or pricing will remain available for any period.

6.2 Auto-Renewal — Affirmative Acknowledgment Required. FACTOREON SUBSCRIPTIONS AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM AT THE THEN-CURRENT FEE UNLESS CANCELLED BEFORE THE RENEWAL DATE. BY PURCHASING A SUBSCRIPTION YOU EXPRESSLY AUTHORIZE FACTOREON TO CHARGE YOUR PAYMENT METHOD FOR ALL RENEWAL TERMS WITHOUT FURTHER AUTHORIZATION. YOU ARE SOLELY RESPONSIBLE FOR CANCELLING PRIOR TO RENEWAL. FACTOREON SHALL HAVE NO LIABILITY FOR CHARGES INCURRED DUE TO YOUR FAILURE TO CANCEL.

6.3 Payment Obligations — Time Is of the Essence. All fees are due and payable strictly in advance. Time is of the essence with respect to all payment obligations. You represent and warrant that your payment method is valid, authorized, and will remain so throughout the subscription term. In the event of any payment dispute with your financial institution, your obligation to pay Factoreon remains unaffected and you shall resolve such disputes directly with your financial institution at your sole cost.

6.4 Failed Payments. If any payment fails, Factoreon may at its sole discretion: (a) immediately suspend access to the Platform without notice; (b) retry the charge up to three (3) times over a five (5) business day period; and (c) terminate the account upon expiration of the retry period without further notice. Factoreon reserves the right to assess a returned payment fee of twenty-five dollars (USD $25.00) per failed transaction. Reinstatement of a suspended account is at Factoreon's sole discretion and may require payment of all outstanding amounts plus reinstatement fees.

6.5 Collection of Overdue Amounts. All overdue amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the date due until paid in full. User shall be responsible for all costs of collection including reasonable attorneys' fees, court costs, and collection agency fees. Factoreon reserves the right to report delinquent accounts to credit reporting agencies.

6.6 Price Changes. Factoreon reserves the right to modify pricing at any time. Price changes take effect at the next renewal term. Continued use after a price change constitutes acceptance of the new pricing. If you do not accept a price change your sole remedy is to cancel prior to renewal.

6.7 Cancellation.

• (a) All Users — Mandatory 30-Day Email Notice: Cancellation of any Subscription requires not less than thirty (30) days' prior written notice sent exclusively by email to customersupport@factoreon.ai with the subject line "Notice of Cancellation — [Account Name/Email]." Cancellation is not effective until Factoreon sends written confirmation of receipt. All fees due during the 30-day notice period remain payable in full and are non-refundable. Any cancellation that does not strictly comply with this procedure is null and void.
• (b) Consumer Users: Notwithstanding Section 6.7(a), Consumer Users may also cancel via the in-account cancellation feature, which initiates the 30-day notice period automatically upon submission. The 30-day notice period and all payment obligations during that period apply equally to cancellations made via the in-account feature.
• (c) Business Users: Business Users under an Order Form must also comply with any additional notice requirements specified therein. Where an Order Form specifies a minimum commitment period, cancellation during that period does not relieve Business Users of payment obligations for the remainder of the commitment period.

6.8 No Refunds — Absolute. ALL FEES PAID TO FACTOREON ARE STRICTLY NON-REFUNDABLE UNDER ALL CIRCUMSTANCES EXCEPT: (A) WHERE EXPRESSLY REQUIRED BY APPLICABLE LAW THAT CANNOT BE WAIVED BY CONTRACT; OR (B) WHERE FACTOREON TERMINATES A CONSUMER USER'S ACCOUNT WITHOUT CAUSE, IN WHICH CASE FACTOREON'S SOLE OBLIGATION IS A PRO-RATA REFUND OF PREPAID FEES FOR THE UNUSED PERIOD. DISSATISFACTION WITH THE PLATFORM, CHANGE OF BUSINESS CIRCUMSTANCES, FAILURE TO USE THE PLATFORM, OR ANY OTHER REASON DOES NOT ENTITLE USER TO A REFUND. FACTOREON EXPRESSLY DISCLAIMS ANY OBLIGATION TO PROVIDE REFUNDS BEYOND WHAT IS STRICTLY REQUIRED BY MANDATORY LAW.

7.1 Complete Disclaimer. THE PLATFORM, ALL SERVICES, AND ALL OUTPUTS OF ANY KIND GENERATED BY OR THROUGH THE PLATFORM ARE PROVIDED STRICTLY "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE ABSOLUTE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FACTOREON AND ALL FACTOREON PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES INCLUDING WITHOUT LIMITATION: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE; (C) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS; (D) WARRANTIES AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF ANY OUTPUT OF ANY KIND WHATSOEVER; AND (E) WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR OUTCOME.

7.2 No Warranty on Any Platform Output — Comprehensive Disclaimer. FACTOREON MAKES ABSOLUTELY NO WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND REGARDING THE ACCURACY, VALIDITY, RELIABILITY, COMPLETENESS, SUITABILITY, OR FITNESS FOR ANY PURPOSE OF ANY OUTPUT, RESULT, FINDING, SCORE, REPORT, RECOMMENDATION, ANALYSIS, OR INFORMATION GENERATED BY OR THROUGH THE PLATFORM OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION:

• (a) Psychometric outputs, personality profiles, cognitive scores, behavioral indicators, trait assessments, and predictive analytics of any kind;
• (b) Statistical analyses, computations, models, regressions, correlations, significance tests, effect sizes, confidence intervals, p-values, and any other quantitative or analytical output of any kind;
• (c) Transcriptions, speech-to-text outputs, text extractions, translations, summaries, and any other language processing or transcription output of any kind;
• (d) Research findings, research summaries, literature analyses, hypothesis outputs, study designs, experimental frameworks, research questions, methodological recommendations, and any other research-related output of any kind;
• (e) Data analyses, data visualizations, charts, graphs, dashboards, trend analyses, comparative analyses, cross-tabulations, and any other analytical or visual representation of data of any kind;
• (f) Survey results, questionnaire analyses, response summaries, coding outputs, thematic analyses, and any other data collection or qualitative analysis output of any kind;
• (g) Recommendations, insights, suggestions, action items, interpretations, and any other advisory or interpretive output of any kind;
• (h) Benchmark data, normative comparisons, population comparisons, and any other reference or comparative data outputs;
• (i) Any information, content, data, or material of any nature whatsoever provided through or generated by the Platform, regardless of format, medium, or method of delivery.

7.3 Not a Substitute for Professional Advice — Absolute and Unconditional. NO OUTPUT, RESULT, FINDING, ANALYSIS, REPORT, RECOMMENDATION, INFORMATION, OR ANY OTHER CONTENT OF ANY KIND GENERATED BY OR THROUGH THE PLATFORM, OR PROVIDED BY FACTOREON IN ANY CAPACITY WHATSOEVER, CONSTITUTES, SHALL BE CONSTRUED AS, OR SHALL BE RELIED UPON AS A SUBSTITUTE FOR, EQUIVALENT TO, OR REPLACEMENT OF PROFESSIONAL ADVICE, GUIDANCE, DIAGNOSIS, OR SERVICE OF ANY KIND, INCLUDING WITHOUT LIMITATION:

• (a) Medical, clinical, psychiatric, psychological, neurological, therapeutic, or any other health, mental health, or wellness advice, diagnosis, prognosis, screening, assessment, or treatment of any kind;
• (b) Legal advice, legal opinion, legal analysis, or legal representation of any kind;
• (c) Financial, investment, securities, accounting, tax, audit, or actuarial advice or analysis of any kind;
• (d) Peer-reviewed scientific or academic conclusions, validated research findings, or certified research methodologies of any kind;
• (e) Employment, human resources, industrial-organizational, or organizational consulting advice of any kind;
• (f) Educational, pedagogical, or credentialing advice or assessment of any kind;
• (g) Any other professional advice, guidance, or service of any kind requiring licensure, certification, registration, or specialized expertise under any applicable law or professional standard.

USER EXPRESSLY ACKNOWLEDGES AND IRREVOCABLY AGREES THAT: (I) ALL PLATFORM OUTPUTS OF EVERY KIND ARE GENERATED AND PROVIDED FOR INFORMATIONAL AND RESEARCH PURPOSES ONLY AND SHALL NOT BE RELIED UPON AS PROFESSIONAL ADVICE OF ANY KIND; (II) FACTOREON IS NOT A LICENSED MEDICAL, CLINICAL, LEGAL, FINANCIAL, SCIENTIFIC, ACADEMIC, OR ANY OTHER PROFESSIONAL SERVICE PROVIDER AND DOES NOT HOLD ITSELF OUT AS SUCH; (III) NO USER SHALL RELY SOLELY OR PRIMARILY ON ANY PLATFORM OUTPUT FOR ANY DECISION OR ACTION THAT COULD AFFECT THEIR HEALTH, SAFETY, MENTAL WELLBEING, LEGAL RIGHTS, FINANCIAL SITUATION, EMPLOYMENT, RESEARCH CONCLUSIONS, OR ANY OTHER CONSEQUENTIAL MATTER; AND (IV) USERS ARE SOLELY RESPONSIBLE FOR SEEKING QUALIFIED LICENSED PROFESSIONAL ADVICE BEFORE MAKING ANY CONSEQUENTIAL DECISION.

7.4 User Sole Responsibility for All Decisions. ALL DECISIONS, ACTIONS, CONCLUSIONS, PUBLICATIONS, REPRESENTATIONS, OR OTHER CONSEQUENCES ARISING FROM USER'S RELIANCE ON ANY PLATFORM OUTPUT OF ANY KIND — INCLUDING WITHOUT LIMITATION EMPLOYMENT DECISIONS, CLINICAL DECISIONS, RESEARCH CONCLUSIONS, ACADEMIC PUBLICATIONS, BUSINESS DECISIONS, FINANCIAL DECISIONS, LEGAL DECISIONS, POLICY DECISIONS, OR ANY OTHER CONSEQUENTIAL DECISION OR ACTION WHATSOEVER — ARE MADE ENTIRELY AT USER'S OWN RISK AND SOLE RESPONSIBILITY. FACTOREON SHALL HAVE ZERO LIABILITY WHATSOEVER FOR ANY CONSEQUENCE OF ANY KIND ARISING FROM ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON ANY PLATFORM OUTPUT OF ANY NATURE.

7.5 Employment Use — Sole User Responsibility. BUSINESS USERS ACKNOWLEDGE AND AGREE THAT THEY ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ENSURING THEIR USE OF ANY PLATFORM OUTPUT IN EMPLOYMENT CONTEXTS COMPLIES WITH ALL APPLICABLE LAWS INCLUDING THE EEOC UNIFORM GUIDELINES ON EMPLOYEE SELECTION PROCEDURES (29 C.F.R. PART 1607), THE AMERICANS WITH DISABILITIES ACT (42 U.S.C. § 12101 ET SEQ.), TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AND ALL APPLICABLE STATE AND LOCAL ANTI-DISCRIMINATION LAWS. FACTOREON EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY EMPLOYMENT CLAIM, DISCRIMINATION CLAIM, OR REGULATORY ACTION ARISING FROM USER'S USE OF ANY PLATFORM OUTPUT IN EMPLOYMENT DECISIONS. USER SHALL FULLY INDEMNIFY FACTOREON FOR ALL SUCH CLAIMS.

7.6 Research Use — No Academic or Scientific Warranty. FOR USERS EMPLOYING THE PLATFORM FOR ACADEMIC, SCIENTIFIC, INSTITUTIONAL, OR ANY OTHER RESEARCH PURPOSES, FACTOREON MAKES NO WARRANTY THAT ANY PLATFORM OUTPUT OF ANY KIND MEETS THE STANDARDS OF ANY ACADEMIC INSTITUTION, PEER-REVIEWED JOURNAL, FUNDING BODY, REGULATORY AUTHORITY, INSTITUTIONAL REVIEW BOARD, ETHICS COMMITTEE, OR SCIENTIFIC COMMUNITY OF ANY KIND. USER IS SOLELY RESPONSIBLE FOR: (A) INDEPENDENTLY VALIDATING ALL PLATFORM OUTPUTS AGAINST APPLICABLE RESEARCH STANDARDS AND METHODOLOGICAL REQUIREMENTS; (B) OBTAINING ALL REQUIRED INSTITUTIONAL, ETHICAL, OR REGULATORY APPROVALS BEFORE RELYING ON PLATFORM OUTPUTS IN ANY RESEARCH CONTEXT; (C) ENSURING ALL RESEARCH USES OF THE PLATFORM COMPLY WITH APPLICABLE LAWS, REGULATIONS, AND PROFESSIONAL STANDARDS; AND (D) ALL CONSEQUENCES OF ANY PUBLICATION, PRESENTATION, OR OTHER DISSEMINATION OF RESEARCH BASED IN WHOLE OR IN PART ON PLATFORM OUTPUTS.

7.7 Third-Party Content and Services. FACTOREON MAKES NO WARRANTY REGARDING ANY THIRD-PARTY PRODUCTS, SERVICES, DATA, DATASETS, OR CONTENT ACCESSIBLE THROUGH OR IN CONNECTION WITH THE PLATFORM. ANY DEALINGS WITH THIRD PARTIES ARE SOLELY BETWEEN USER AND SUCH THIRD PARTIES AND FACTOREON SHALL HAVE NO LIABILITY THEREFOR.

8.1 Exclusion of All Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FACTOREON, ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, "FACTOREON PARTIES") BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, ANTICIPATED SAVINGS, OR OPPORTUNITY; (C) BUSINESS INTERRUPTION OR LOSS OF USE; (D) COST OF SUBSTITUTE GOODS OR SERVICES; (E) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER; (F) UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA OR TRANSMISSIONS; (G) CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR THROUGH THE PLATFORM; OR (H) ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS, IN EACH CASE REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND REGARDLESS OF WHETHER FACTOREON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Absolute Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF THE FACTOREON PARTIES TO ANY USER FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES — WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES ACTUALLY PAID BY THAT USER TO FACTOREON IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE SPECIFIC EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS (USD $100.00). THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS, NOT PER CLAIM, AND SHALL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.

8.3 No Liability for Free or Trial Access. THE FACTOREON PARTIES SHALL HAVE ZERO LIABILITY OF ANY KIND TO ANY USER ACCESSING THE PLATFORM UNDER A FREE, TRIAL, OR COMPLIMENTARY ACCESS ARRANGEMENT. IF YOU ARE ACCESSING THE PLATFORM WITHOUT PAYING FEES, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION OR HARM IS TO DISCONTINUE USE OF THE PLATFORM.

8.4 User Assumption of Risk. USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT: (A) USE OF THE PLATFORM IS ENTIRELY AT USER'S OWN RISK; (B) FACTOREON MAKES NO GUARANTEE OF RESULTS, ACCURACY, OR FITNESS FOR ANY PARTICULAR PURPOSE; (C) USER IS SOLELY RESPONSIBLE FOR ALL DECISIONS MADE BASED ON PLATFORM OUTPUTS, INCLUDING WITHOUT LIMITATION EMPLOYMENT DECISIONS, CLINICAL DECISIONS, OR BUSINESS DECISIONS; AND (D) FACTOREON SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM ARISING FROM USER'S RELIANCE ON PLATFORM OUTPUTS.

8.5 Third Party Actions. THE FACTOREON PARTIES SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING THIRD-PARTY SERVICE PROVIDERS, DATA PROCESSORS, PAYMENT PROCESSORS, OR OTHER USERS OF THE PLATFORM, EVEN WHERE FACTOREON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH HARM OR WHERE SUCH THIRD PARTIES ACT UNDER CONTRACT WITH FACTOREON.

8.6 Indemnification by User. USER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE FACTOREON PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO: (A) USER'S USE OF OR ACCESS TO THE PLATFORM; (B) USER'S VIOLATION OF THESE TERMS; (C) USER'S VIOLATION OF ANY APPLICABLE LAW OR REGULATION; (D) USER'S INFRINGEMENT OF ANY THIRD-PARTY RIGHT, INCLUDING INTELLECTUAL PROPERTY RIGHTS OR PRIVACY RIGHTS; (E) ANY EMPLOYMENT OR HIRING DECISION MADE BY USER BASED IN WHOLE OR IN PART ON PLATFORM OUTPUTS; OR (F) ANY CLAIM BY A THIRD PARTY ARISING FROM USER'S USE OF THE PLATFORM.

8.7 Essential Basis of the Bargain. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT: (A) THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION ARE A FUNDAMENTAL AND ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND HAVE BEEN TAKEN INTO ACCOUNT IN SETTING THE FEES CHARGED FOR THE PLATFORM; (B) FACTOREON WOULD NOT PROVIDE THE PLATFORM ON THE ECONOMIC TERMS HEREIN ABSENT THESE LIMITATIONS; AND (C) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8.8 Statutory Floor. NOTHING IN THIS SECTION SHALL EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED AS A MATTER OF MANDATORY APPLICABLE LAW. WHERE APPLICABLE LAW REQUIRES A MINIMUM REMEDY, THAT MINIMUM SHALL CONSTITUTE THE ENTIRETY OF FACTOREON'S LIABILITY WITH RESPECT TO THAT CLAIM, AND ALL OTHER LIABILITY IS HEREBY EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

9.1 Termination and Suspension by Factoreon — Absolute Discretion. Factoreon reserves the absolute right, in its sole and unfettered discretion, to suspend, restrict, or terminate any User's access to the Platform at any time, with or without cause, with or without notice, and without any liability whatsoever to User or any third party. Without limiting the foregoing, Factoreon may immediately suspend or terminate access for: (a) any breach or suspected breach of these Terms; (b) non-payment; (c) any conduct that Factoreon determines, in its sole judgment, to be harmful to the Platform, other users, or Factoreon's interests; (d) any legal, regulatory, or compliance reason; (e) any fraudulent, abusive, or illegal activity; or (f) any other reason whatsoever.

9.2 No Liability for Termination. FACTOREON SHALL HAVE ABSOLUTELY NO LIABILITY TO USER OR ANY THIRD PARTY FOR ANY TERMINATION OR SUSPENSION OF ACCESS TO THE PLATFORM, REGARDLESS OF THE REASON THEREFOR. USER EXPRESSLY WAIVES ANY AND ALL CLAIMS ARISING FROM OR RELATING TO ANY TERMINATION OR SUSPENSION OF PLATFORM ACCESS.

9.3 Termination by User — Mandatory 30-Day Notice. User may terminate this Agreement only by providing Factoreon with not less than thirty (30) days' prior written notice sent exclusively by email to customersupport@factoreon.ai with the subject line "Notice of Termination — [Account Name/Email]." Termination is not effective until Factoreon sends a written confirmation of receipt of the notice. During the thirty (30) day notice period: (a) User remains fully bound by these Terms; (b) all scheduled payments continue to fall due and are non-refundable; and (c) User must continue to fulfill all obligations under this Agreement. Any purported termination that does not strictly comply with this Section is null and void and of no legal effect. Factoreon's failure to confirm receipt does not excuse User from the notice requirement — User bears sole responsibility for ensuring delivery and confirmation. Termination by User does not relieve User of any payment obligation accrued prior to or during the notice period.

9.4 Effect of Termination.

• (a) Upon termination for any reason: (i) all licenses granted hereunder terminate immediately; (ii) User must immediately cease all use of the Platform; (iii) User must destroy all copies of any Platform content in User's possession; and (iv) all outstanding payment obligations remain due and payable in full.
• (b) Data Following Termination: Following termination, Factoreon may retain, delete, or anonymize User data in accordance with the Privacy Policy and applicable law. Factoreon shall have no obligation to export or return User data except as required by applicable law. Any data export request must be submitted within thirty (30) days of termination; thereafter Factoreon may delete all User data without further notice or obligation.
• (c) Survival: Sections 1, 4, 5.3, 6.8, 7, 8, 9, 10, 11, 13, and all accrued payment obligations shall survive termination of this Agreement indefinitely.

PLEASE READ THIS SECTION CAREFULLY. IT ELIMINATES YOUR RIGHT TO A JURY TRIAL, LIMITS YOUR ABILITY TO BRING CLAIMS, AND WAIVES YOUR RIGHT TO PARTICIPATE IN CLASS OR REPRESENTATIVE ACTIONS.

10.1 Mandatory Informal Resolution. Before initiating any arbitration, the claiming party must provide written notice to the other party specifying the claim in detail. The parties shall have fifteen (15) days from receipt of such notice to resolve the dispute informally. This requirement is a mandatory condition precedent to arbitration. Any arbitration initiated without completing this step shall be dismissed without prejudice.

10.2 Binding Arbitration — Exclusive Remedy. SUBJECT ONLY TO SECTION 10.3, ALL DISPUTES, CLAIMS, OR CONTROVERSIES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES — INCLUDING DISPUTES ABOUT THE EXISTENCE, VALIDITY, OR SCOPE OF THIS ARBITRATION AGREEMENT — SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING INDIVIDUAL ARBITRATION. USER WAIVES ALL RIGHTS TO LITIGATE ANY SUCH CLAIM IN ANY COURT OF LAW OR EQUITY. THE ARBITRATOR'S DECISION SHALL BE FINAL, BINDING, AND NON-APPEALABLE EXCEPT ON THE NARROWEST GROUNDS PERMITTED BY THE FAA.

10.3 Arbitration Procedures.

• (a) Rules: Administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules for Business Users, and Consumer Arbitration Rules for Consumer Users, both available at www.adr.org.
• (b) Arbitrator: A single neutral arbitrator. The arbitrator's authority is limited to resolving the individual dispute between the parties and the arbitrator may not consolidate claims or preside over any class proceeding.
• (c) Venue: State of Texas for Business Users. For Consumer Users, arbitration shall be conducted by videoconference or document submission at Consumer User's election.
• (d) Governing Law: State of Texas without regard to conflict of law principles. The FAA governs all questions of arbitrability.
• (e) Costs: Each party bears its own arbitration costs subject to AAA Rules. For Consumer Users with claims under $10,000 Factoreon will pay AAA filing fees unless the arbitrator determines the claim is frivolous.
• (f) Confidentiality: All arbitration proceedings, submissions, and awards are strictly confidential. Neither party may disclose the existence, content, or results of any arbitration without the other party's prior written consent, except as required by law.
• (g) Attorneys' Fees: In any arbitration where Factoreon prevails, User shall reimburse Factoreon's reasonable attorneys' fees and arbitration costs where User's claim was frivolous or brought in bad faith.

10.4 CLASS AND REPRESENTATIVE ACTION WAIVER — ABSOLUTE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES ONLY. NEITHER PARTY MAY BRING ANY CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR TO PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM SHALL BE SEVERED AND LITIGATED IN COURT WHILE ALL OTHER CLAIMS PROCEED IN ARBITRATION. THIS WAIVER IS A MATERIAL INDUCEMENT FOR FACTOREON TO PROVIDE THE PLATFORM.

10.5 Small Claims Exception. Individual claims within the jurisdiction of a small claims court may be brought in such court in lieu of arbitration, provided the matter remains in small claims court and is pursued only on an individual basis.

10.6 Factoreon's Injunctive Relief Rights. Notwithstanding any other provision of this Section, Factoreon may seek emergency, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, trade secrets, or Confidential Information without waiving its right to compel arbitration of the underlying dispute and without posting bond.

10.7 Statute of Limitations — One Year. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE SUBMITTED TO ARBITRATION WITHIN ONE (1) YEAR OF THE DATE THE CLAIMING PARTY FIRST KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM. CLAIMS NOT TIMELY SUBMITTED ARE PERMANENTLY AND IRREVOCABLY WAIVED. THIS LIMITATION PERIOD IS SHORTER THAN WHAT MAY OTHERWISE BE PROVIDED BY LAW AND THE PARTIES EXPRESSLY AGREE TO THIS SHORTENED PERIOD.

10.8 Severability of Arbitration Provisions. If any portion of this Section 10 is found unenforceable, the remainder shall continue in full force and effect, except that if the class action waiver in Section 10.4 is found unenforceable as to any claim, the entire arbitration obligation as to that specific claim shall be void and that claim shall proceed in court on an individual basis only.

11.1 Governing Law. This Agreement and all matters arising out of or relating to it shall be governed exclusively by the laws of the State of Texas without regard to any conflict of law principles that would require application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and shall not apply.

11.2 Exclusive Jurisdiction. For any dispute not subject to arbitration under Section 10, each party irrevocably and unconditionally submits to the exclusive personal jurisdiction of the state and federal courts located in the State of Texas, waives any objection to venue or personal jurisdiction in such courts, and waives any claim that such courts are an inconvenient forum.

11.3 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM. THIS WAIVER IS INFORMED AND VOLUNTARY AND IS MADE AFTER EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL OF ITS CHOOSING.

11.4 Fee Shifting. In any court proceeding or arbitration in which Factoreon is the prevailing party, User shall pay Factoreon's reasonable attorneys' fees, court costs, and all other litigation expenses. In any proceeding in which User is the prevailing party, User's recovery of fees is limited to the amount permitted by applicable law and shall in no event exceed the lesser of actual fees incurred or the liability cap set forth in Section 8.2.

11.5 Mandatory Statutory Rights. Nothing in this Section limits mandatory statutory rights that cannot be waived under applicable law in the User's jurisdiction of residence.

12.1 No Dark Patterns. Factoreon is committed to transparent, consumer-friendly practices. The Platform does not employ dark patterns, including confirm-shaming, hidden fees, misleading interface design, or manipulative cancellation flows. All material terms — including pricing, auto-renewal, and cancellation — are disclosed clearly and conspicuously prior to purchase, consistent with the FTC's guidance on dark patterns (FTC Report: Bringing Dark Patterns to Light, September 2022) and the FTC Negative Option Rule (16 C.F.R. Part 425, as amended 2024).

12.2 Truthful and Substantiated Claims. All marketing claims regarding the Platform's psychometric validity, predictive accuracy, and assessment reliability are truthful, not misleading, and supported by competent and reliable scientific evidence, consistent with the FTC's substantiation standard and its 2023 guidance on AI-generated assessments. Factoreon does not make unsubstantiated superiority claims.

12.3 AI and Algorithmic Transparency. To the extent the Platform uses artificial intelligence or machine learning in generating psychometric scores or predictive outputs, Factoreon: (a) maintains documentation of the data inputs, model architecture, and validation studies underlying such outputs; (b) provides users with meaningful information about how their scores are generated upon request; and (c) implements human review processes for outputs used in high-stakes decisions, consistent with the FTC's AI guidance (FTC Report: Algorithmic Accountability, June 2023) and EEOC guidance on AI in employment.

12.4 Accessibility. Factoreon endeavors to make the Platform accessible to individuals with disabilities consistent with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA and Section 508 of the Rehabilitation Act, 29 U.S.C. § 794d.

13.1 Entire Agreement. This Agreement together with the Privacy Policy and any applicable Order Form constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings. No oral or written representation made outside this Agreement shall be binding on Factoreon. User acknowledges that in entering into this Agreement it has not relied on any representation, warranty, or statement other than those expressly set out herein.

13.2 Severability — Maximum Enforcement. If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent to the greatest extent possible. The remaining provisions shall continue in full force and effect unaffected. The parties expressly authorize any court or arbitrator to reform any unenforceable provision rather than void it.

13.3 No Waiver — Strict Enforcement. No failure, delay, or partial exercise by Factoreon in exercising any right or remedy shall constitute a waiver of that or any other right or remedy. No waiver shall be effective unless made in writing and signed by an authorized representative of Factoreon. No single waiver shall be construed as a continuing or subsequent waiver.

13.4 Assignment — Factoreon's Unrestricted Right. User may not assign, transfer, delegate, sublicense, or otherwise dispose of any right or obligation under this Agreement without Factoreon's prior written consent, and any purported assignment without such consent is null and void. Factoreon may freely assign, transfer, or delegate this Agreement or any rights or obligations hereunder, in whole or in part, to any party at any time without notice or consent, including in connection with any merger, acquisition, asset sale, reorganization, or change of control. This Agreement shall be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

13.5 Force Majeure — Factoreon Only. Factoreon shall not be liable for any failure or delay in performance resulting from any cause beyond Factoreon's reasonable control, including acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, government action, cyberattack, labor disputes, supply chain disruption, or internet or infrastructure failure. User's payment obligations are not excused by any force majeure event. Force majeure does not excuse User's obligations under this Agreement.

13.6 Notices. Notices to Factoreon shall be sent to: Factoreon, Attn: Legal Department, with a copy to legal@factoreon.ai. Notices to User shall be sent to the email address on record, which User is solely responsible for keeping current. Notice is deemed received immediately upon email delivery. Factoreon bears no responsibility for notices not received due to User's failure to maintain a current email address.

13.7 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties. Nothing in this Agreement shall create or be deemed to create any right, benefit, or remedy in any third party. No third party may enforce any provision of this Agreement.

13.8 Export Compliance. User agrees to comply with all applicable U.S. and international export control and sanctions laws. User represents and warrants that User is not located in, organized under the laws of, or a national of any country subject to U.S. embargo, and is not on any U.S. government restricted party list. Violation of this Section is grounds for immediate termination without notice or refund.

13.9 Anti-Corruption. User represents and warrants compliance with all applicable anti-bribery and anti-corruption laws including the FCPA (15 U.S.C. § 78dd-1 et seq.). Any breach of this Section entitles Factoreon to immediately terminate this Agreement without liability.

13.10 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, fiduciary, or employment relationship.

13.11 Construction. This Agreement shall not be construed against Factoreon as drafter. The parties acknowledge they have had equal opportunity to review and negotiate these Terms. No rule of construction requiring interpretation against the drafting party shall apply.

13.12 Headings. Section headings are for convenience only and shall not affect interpretation.

13.13 Electronic Communications. By using the Platform, User consents to receive communications from Factoreon electronically. User agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

Customer Support / Cancellations & Terminations: customersupport@factoreon.ai

Privacy & Data Requests (incl. CCPA): privacy@factoreon.ai

Data Protection Officer: dpo@factoreon.ai

Security Incidents: security@factoreon.ai

Billing & Subscriptions: billing@factoreon.ai

In-Platform Privacy Request: www.factoreon.ai/privacy-request