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terms of service

TERMS OF SERVICE

These terms of service ("Terms of Service" or “Agreement”) govern the relationship between you (“You”) and Inbot Inc, and its affiliates (“Inbot” or “We” or “Company”) regarding the use of Inbot Ambassador service (“Service”) and other Inbot services and applications.

Your use of the Services and other Inbot services is also governed by Inbot’s Privacy Policy. The current Privacy policy can be found at http://inbot.io/privacy.html

By using or accessing the Service you agree that you have read, understood and agree to be bound by the following terms and conditions ("Terms of Service").

Inbot reserves the right to update these Terms of Service at any time. We will notify you about such changes on this page. Please visit this page regularly to learn about possible changes. If you do not agree to with the latest version of the Terms of Service, do not use or access any Services.

Inbot reserves a right to change, modify or discontinue any services, or part of them, with or without prior notice. Inbot is not liable to you or any third party of these changes. In case such discontinuation could result in data loss, we will send a notification to your login email address and offer you an option to download your data for a duration of 30 days.

Any new application, feature, update or service from Inbot is automatically covered by the latest version of the Terms of Service.

You can find the latest version of Terms of Service from http://inbot.io/terms-of-service/

Services

Inbot Ambassador platform is a global marketplace for business referrals and introductions. You can offer InToken Vouchers (a "Reward") for Successful Introductions or Referrals to targeted decision makers (“Leads”). As part of the reward placement, you will write a specification on the Leads you are looking for, including job title, industry, geography and other relevant information.

Successful Introduction is one that is

  1. approved by you as a Lead;

  2. made by a member of the Inbot Ambassador Community; and

  3. results in a meeting, phone call, email exchange or conversation between you and the Lead.

Successful Referral is one that is

  1. made by a member of the Inbot Ambassador Community; and

  2. results in an agreed action by a person via a referral link allocated to a member of the Inbot Ambassador Community.

InToken Vouchers are gift cards that the members of Inbot Ambassador Community can redeem into cash or to InToken cryptocurrency by agreeing to a separate Terms of Service with Inbot Oü.

To place a Reward, you have to hold a sufficient amount of InToken Vouchers on your account.

We charge a Platform Fee from each Successful Introduction and Referral to you. The currently valid Platform Fee is defined in the section "Payment, Pricing and Renewal".

Platinum Partner Program. If you are accepted into the Platinum Partner Program, Inbot commits to deliver you a separately agreed amount of Successful Introductions per quarter using our AI-powered search engine, People Graph. The Inbot Ambassador community members will provide you the introductions to the decision makers you wish to connect with.

In consideration for the Services provided by Inbot under the Platinum Partner Program, we charge Partnership Fees, as further defined in Section "Payment, Pricing and Renewal".

You have the option to reject a suggested introduction in the event that you are already connected with the decision maker, or do not wish to do business with them for other reasons. This will not count towards the agreed upon number of successful introductions per quarter.

You agree not to directly solicit business from other members of the Inbot Ambassador Community without the prior written consent from Inbot.

Account Registration

To be able to use the Service you need to have an Inbot account. You agree to provide current and accurate information to your account profile and keep it updated.

You agree that your account is to be used by you only. You can access your account from multiple devices simultaneously by using the secure login information used upon signing.

You agree to keep your password safe and secure and to not disclose it to third parties.

Company Users

If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Services and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

Payment, Pricing and Renewal

You need to have a sufficient amount of InToken Vouchers available on your account to offer Rewards. You can inquire about payment options for purchasing the Vouchers by contacting our sales representative or by emailing us at team@inbot.io.

If you are an Platinum Partner, you agree to pay a quarterly fee and a revenue share based on Qualifying Transactions resulting from successful introductions. The amounts are agreed on a separate addendum.

A Qualifying Transaction, whether concluded in one or a series of transactions, means an agreement of monetary value between you, the vendor, including your possible subsidiaries or successor companies, and an entity introduced to you by a member of Inbot Ambassador community.

For the purpose of calculating any fees payable, Transaction Value shall equal the total proceeds and other consideration paid or received and to be paid or received (which shall be deemed to include amounts paid or to be paid into escrow) in connection with a Qualifying Transaction, and also, in the case of a partnership, joint venture or similar transaction, contributed or to be contributed for value delivered during the first 12 months of the relationship, post any trial period.

For purposes of computing any fees payable, non-cash consideration shall be valued as follows: (i) publicly traded securities shall be valued at the average of their closing prices (as reported in a leading financial daily newspaper of general circulation in the relevant market) for the five trading days prior to the closing of the Qualifying Transaction and (ii) any other non-cash consideration shall be valued as determined in the transaction or otherwise at the fair market value thereof as determined in good faith by you and Inbot.

Where a Qualifying Transaction includes a performance fee, revenue share or bonus, such additional payments due from the first 12 months of the relationship, past the trial period, shall be included in the Success Fee and payable upon receipt to Inbot. You agree to report such arrangements to Inbot representative within 7 days of signing into a contract.

All prices are exclusive of taxes and duties imposed by taxing authorities. You are responsible of the payment of necessary taxes and duties.

Inbot reserves the right to change any prices of the Service. The prices are subject to change on 30 day notice from Inbot. The new prices will be valid for new contracts, as well as renewals of existing contracts.

Disputes leading to cancellation of contract

You should inform Inbot of the possibility of contract termination 30 days prior the end of the quarter to allow Inbot to rectify the conditions that brought up termination. If it cannot be resolved, contract will be terminated at the end of the ongoing quarter. You are responsible for all fees and compensation due until final termination date. In the event that Inbot fails to deliver details of contract within the time period, Inbot will fulfill all deliverables past termination date.

Notwithstanding the foregoing, Inbot may terminate the Agreement with immediate effect in case of the bankruptcy, insolvency, liquidation or any kind of arrangement which is likely to affect substantially your ability to carry out your obligations under this Agreement.

Removal of an account

You can ask Inbot to remove your account and the account data by sending an email requesting this to assistant@inbot.io

When your account is removed, all your data in Inbot will be removed. You are responsible for saving the data you need before your account is removed.

Inbot is not liable for any data loss that may occur in account removal.

Third party applications

As part of the Inbot Service, you may connect third party applications to your Inbot account. By connecting these applications, you give Inbot a permission to process and store this information for you.

Inbot is not responsible for any issues regarding third party applications. These include, but are not limited to, interface changes, support, pricing, terms of service, privacy, viability to intended use or availability of these applications.

The terms of services and privacy policies of third party applications are covered in their own respective documents.

No hacking

You agree not to change, modify, alter or duplicate any parts of Inbot. You agree not to try to resell or reuse any parts of Inbot outside a valid, currently active reseller agreement with Inbot.

You agree neither to attempt to test or probe or scan any possible vulnerabilities of Inbot, nor to bypass or reverse engineer any encryption or security technology Inbot has implemented for its protection.

You agree generally not to exploit Inbot application or Service by any means for any other than its intended purpose.

Violations

Violation of any provisions of this Agreement will result in the termination of your Account.

No Warranty

The Service, in all its forms, is provided on an "as is" and “as available” basis, without any form of warranty.

Inbot does not warrant that the Service meets Your requirements, the Service will be uninterrupted, timely, secure, or error-free, the results that may be obtained from the use of the Service will be accurate or reliable, the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, or that any errors in the service will be corrected.

Technical support

Technical support is available for free via email for everyone. When we are busy, we will prioritize and serve our paying customers first.

Limitation of liability

Inbot shall not be liable to User for any kind of damage, including but not limited to loss of sales, profits, data or other intangible losses resulting from the use, misuse, inability to use or any other matter related to the Service.

Neither party shall be liable to each other, whatever the cause thereof, for any loss of profit, business or goodwill or loss caused as a result of interruptions in business or any other indirect damages arising under this Agreement. This limitation shall not apply in cases of intentional misconduct or gross negligence and breaches of Section Confidentiality.

The parties do not restrict their liability for any matter in respect of which, by mandatory law, it is not permitted to restrict its liability.

Confidentiality

The parties may exchange confidential information during the performance of this Agreement. All confidential information shall remain the property of the disclosing party and shall during the term of this Agreement and 3 years thereafter be kept confidential by the receiving party, and the receiving Party shall during such time refrain from using such confidential information otherwise than for the purpose of this Agreement.

Right to use your logo

You grant Inbot a non-exclusive, royalty free, license to use your logos in Inbot’s advertising, literature and websites solely in connection with the marketing of your products and services to the Ambassador Community and your prospective customers.

Dispute Resolution

The parties hereby agree that any and all claims, disputes or controversies arising from or related to this Agreement, whether existing at or arising after the effective date of the Agreement, shall be submitted to binding arbitration under the Delaware Rapid Arbitration Act, 10 Del. C. §§ 5801 et seq. ("DRAA"). Absent a written agreement signed by all parties hereto amending, waiving or modifying the rules for DRAA

arbitrations adopted by the DRAA and the Delaware courts (the "Arbitration Rules"), the DRAA and the Arbitration Rules shall govern all aspects of the arbitration. In no event shall class arbitration be permitted, and the arbitrator shall have no authority to conduct any class arbitration. The parties knowingly and voluntarily consent to the waiver of any rights resulting from this Arbitration Provision or application of the DRAA or the Arbitration Rules.

The parties agree that arbitration shall be the sole and exclusive forum for resolving disputes subject to this Arbitration Provision. In the event a party initiates litigation in DMEAST #21876692 v1 2 violation of this Arbitration Provision, such action shall be subject to dismissal, with the

reasonable fees and expenses of the non-initiating party or parties paid by the party or parties that initiated the action. Nothing in this Arbitration Provision shall limit the right of a party to seek an order from a court of competent jurisdiction (a) dismissing litigation brought in violation of this Arbitration Provision or (b) compelling a party to arbitrate in accordance with this Arbitration Provision. In the event such an order is sought and obtained, the non-prevailing party shall pay all reasonable fees and expenses of the prevailing party. The parties stipulate and agree that a violation of this Arbitration Provision shall constitute irreparable harm and that, on proof of a breach, the party seeking relief from such violation shall be entitled to equitable relief

including, but not limited to, an injunction or specific performance.

Miscellaneous

A party not exercising its right under this Agreement shall not operate as a future waiver of such rights.

No amendment to this Agreement shall be valid unless made in writing by both parties.

This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof.

You may not assign this Agreement without the prior written consent of Inbot. Inbot may assign this Agreement to an affiliate or to a third party as part of a sale or transfer of its business operations pertaining to this Agreement.

If any provision contained in this Agreement is deemed invalid or unenforceable in any respect under any applicable law, the validity and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired. The Parties hereby agree to make all reasonable efforts and take all necessary action to replace such provision by valid provisions which reflect, as far as possible, the intention of the provision so replaced.