TERMS OF USE

TEKOS CRM TERMS AND CONDITIONS

1. ACCEPTANCE OF TERMS:

These Terms of Use (“Terms”) constitute a binding agreement between you, whether individually or on behalf of an entity (“you”, “user”, “customer”, or “broker”), and TEKOS SYSTEMS INC, operating as TEKOS CRM (“TEKOS”, “we”, “us”, or “our”), governing your access to and use of the tekoscrm.com website and web application, including  any  related  media  forms,  channels, mobile  websites,  or  mobile applications (collectively, the “Platform”). By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.  Areas of the Platform may also be the subject to additional terms.  Any additional terms are not intended to replace or supersede these terms, but rather supplement these terms in those specific areas. Please take the time to familiarize yourself with the additional conditions of those areas before accessing the. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE PLATFORM AND MUST CEASE IMMEDIATELY.

You hereby agree to be bound by the terms of this agreement, including, without limitation, the Limitation of Liability provision and all other terms and conditions set forth in this agreement.

1. 1. Amendments to Terms: Supplemental terms and conditions or documents may be posted on the Platform from time to time and are hereby incorporated by reference. We reserve the right to modify these Terms at our sole discretion at any time and for any reason. We will notify you of any changes by either email and by updating the “Last Updated” date of these Terms. It is your responsibility to review these Terms periodically to stay informed of updates. By continuing to use the Platform after such changes are posted, you further accept and agree to any and all changes of the modified Terms.  A summary of the changes to the terms and conditions shall be

provided to you.

1. 1. Geographic and Legal Compliance: The information on the Platform is not intended for distribution to or use by any person or entity in jurisdictions where such distribution or use would violate law or regulation or require us to register within such jurisdiction. Users accessing the Platform from other locations do so on their own initiative and are responsible for compliance with local laws.  The Platform shall implement geofencing to ensure access from compliant jurisdictions for the Platform’s intended use(s).
   2. Regulatory Compliance: The Platform is not designed to comply with industry- specific regulations (e.g., Health Insurance Portability and Accountability Act (HIPAA),

Federal Information Security Management Act (FISMA)). If your interactions are

subject to such laws, you may not use the Platform. Additionally, you may not use the Platform in any manner that would violate the Gramm-Leach-Bliley Act (GLBA).

1.4.Age Restrictions: In order to use the Platform you must be at least eighteen. Individuals under the age of eighteen are not permitted to use or sign up to the Platform.

By clicking “I Agree” you agree to be bound by the terms and conditions of this Agreement. By agreeing to the terms and conditions of this Agreement, you represent that you have the capacity to be legally bound by it.

1. USER RESPONSIBILITY:

By accessing and using the Platform, you agree to the following responsibilities:

1. 1. ACCOUNT SECURITY:

You are responsible for maintaining the confidentiality of your login account credentials, including your username and password, account information any External Review Links generated by you, and you are solely responsible for all activities that occur under your login credentials, account or an External Review Link generated by you, and for any access to or use of the Platform you or any person or entity using your login credentials or an External Review Link generated by you, whether or not such access or use has been authorized by you. You agree not to share your account information with anyone else and to take reasonable steps to protect your account from unauthorized access. To further ensure the confidentiality of your login account credentials, you agree to utilize a two-factor authentication set up on your account for added security.

1. 1. ACCOUNT ACTIVITY:

You are fully responsible for all activities that occur under your account. This includes any actions taken by individuals to whom you have granted access to your account, whether intentionally or inadvertently. You must immediately notify us of any unauthorized use of your login credentials or account, or any breach of security. We will not be liable for any loss or damage whatsoever resulting from the disclosure of your login credentials contrary to these Terms.

1. 1. ACCURATE INFORMATION:

You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to ensure it remains accurate, current, and complete.

1. 1. COMPLIANCE WITH LAWS:

You agree to use the Platform in compliance with all applicable local, state, national, and international laws and regulations. You may not use the Platform for

any unlawful or prohibited purpose.

2.5. PROHIBITED ACTIVITIES:

You agree NOT to engage in any of the following activities:

1. 1. 1. Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
      2. Interfering with or disrupting the operation of the Platform or the servers or networks used to make the Platform available.
      3. Transmitting or otherwise making available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
      4. Attempting to gain unauthorized access to the Platform, other user accounts, or computer systems or networks connected to the Platform through hacking, password mining, or any other means.

2.6. REPORTING VIOLATIONS:

You agree to promptly notify TEKOS of any unauthorized use of your account or any other breach of security. TEKOS will not be liable for any loss or damage arising from your failure to comply with this responsibility.

2.7. DATA BACKUP:

You are responsible for maintaining backups of your data. TEKOS does not guarantee that data stored on the Platform will be available or recoverable in the event of a system failure or data loss.

By adhering to these responsibilities, you help ensure the security and integrity of the Platform for all users. Failure to comply with these responsibilities may result in the suspension or termination of your account and access to the Platform.

1. GRANT OF LICENSE:

TEKOS SYSTEMS INC (“TEKOS”) hereby grants you a non- exclusive, revocable, non-transferable license to access and use specific features or modules within the TEKOS CRM platform, as detailed in your subscription plan or purchase agreement.

1. 1. SCOPE OF USE:

You may use the licensed features or modules solely for your internal business purposes and in accordance with these Terms of Use.

3.2. RESTRICTIONS:

You shall NOT:

1. 1. 1. Agree not to reproduce, duplicate, copy, sell, resell or exploit access to the software, use of the software, or any portion of the software, or any visual design elements without the express permission from TEKOS.
      2. Agree not to modify, reverse engineer, adapt or otherwise tamper with the software or modify another website so as to falsely imply that it is associated with the software, TEKOS or any software or service provided by TEKOS.
      3. You agree that you will not knowingly use the software in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of the terms of this Agreement.
      4. TEKOS reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature with the software, with or without notice, except that TEKOS shall provide you with 30-days’ notice of any modification that materially reduces the functionally of the software. Continued use of the software following any modification constitutes your acceptance of the modification.
      5. TEKOS reserves the right to temporarily suspend access to the software for operational purposes, including, but not limited to, maintenance, repairs, or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the software, email or other notification method deemed appropriate by TEKOS.  Further, TEKOS shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to you, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, TEKOS will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.
      6. TEKOS shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, buy not limited to, damages for loss of profits, goodwill, use, date, or other intangible losses (even if TEKOS has been advised of the possibility of such damages), resulting from any use of third-party products that access and use the software.

3.3. REVOCATION:

TEKOS reserves the right to revoke this license at any time if you fail to comply

with these Terms of Use or engage in any activity that may harm the integrity, functionality, or security of the software.

3.4. UPDATES & UPGRADES:

Access to updates and upgrades for the licensed features or modules may be provided at TEKOS’ discretion and may be subject to additional terms and conditions.

3.5. OWNERSHIP:

All rights, title, and interest in and to the software, including all intellectual property rights, remain the exclusive property of TEKOS. This license does not grant you any ownership rights to the software.

You fully understand that by moving forward with access to the TEKOS CRM platform that TEKOS has granted you a non-exclusive revocable, non-transferable license detailed in your subscription plan or purchase agreement.

SALE OF PERSONAL INFORMATION:

On certain occasions, TEKOS may sell personal information to third parties (entities we are not affiliated with, who are not processing personal information) In this context, “selling” personal information means disclosing it to third parties for monetary purposes, and not when directed by you. We may sell the following types of personal information to third parties in order to provide you with targeted advertising, informational content, and marketing that may interest you. To our actual knowledge, we do not sell the personal information of minors under the age of 13 or use the personal information of minors under the age of 13 for targeted advertising.

• TEKOS may provide your contact information such as name, phone number, email address and contact address.
• TEKOS may provide commercial information, such as a business’s name and address.
• TEKOS may provide your contact information to directory services.
• TEKOS may provide your IP address and Device ID to our advertising partners and business partners.

You agree not utilize and or sell any third-party’s personal information upon the acceptance of these Terms. Violation of this clause shall be cause for immediate termination of the agreement between you and TEKOS.

You shall have the right to opt-out of the sale of your personal information to third parties by agreeing to the click the “Do Not Sell My Information” button or link on the website’s homepage. This shall be relevant for compliance with both the California Consumer Privacy

Act (“CCPA”) and General Data Protection Regulation (“GDPR”)

1. USAGE RESTRICTION:
   1. TECHNICAL RESTRICTION:

You shall not reverse engineer, decompile, or disassemble the software, except as expressly permitted by applicable law. Any attempt to discover the source code or underlying structure of the software is strictly prohibited.

1. 1. DISTRIBUTION RESTRICTION:

You shall not sublicense, sell, lease, or distribute the software, or any portion thereof, to any third-party. The license granted to you is personal and non- transferable.

1. 1. ACCESS LIMITATIONS:

You are permitted to log in and use the software on one device at a time. If you attempt to log in on a new device, you will be required to log out of any currently logged-in devices before access is granted. This limitation is enforced to ensure compliance with the licensing terms and to prevent unauthorized use.

1. DURATION AND TERMINATION:
   1. LICENSE DURATION:

The license granted under this agreement is valid for the duration of the selected billing cycle, either monthly or yearly. The license will automatically renew at the end of each billing cycle unless you choose to cancel your subscription prior to the renewal date.

1. 1. TERMINATION CONDITIONS:
      1. Breach of terms:

TEKOS reserves the right to terminate this license immediately if you violate any terms of this agreement.

1. 1. 1. Non-Payment:

Failure to make the required payments for your subscription will result in the termination of this license.

1. 1. 1. End of Subscription:

This license will terminate at the end of the current subscription period unless renewed.

1. 1. 1. Other Conditions:

TEKOS reserves the right to terminate your membership, without notice, for any reason at its sole discretion.

1. 1. 1. Cancellation Notice:

You agree to provide TEKOS SYSTEMS INC with a minimum of 15 calendar days’ notice to cancel your subscription. If you do not provide the required notice, the recurring charge will occur for the following cycle, and the membership will be canceled thereafter.

1. SUPPORT AND MAINTENANCE:
   1. TYPES OF SUPPORT:
      1. Email Support:

You can reach out to our support team via email at support@tekoscrm.com.

1. 1. 1. Phone Support:

Phone support is available during business hours at 1-888-959-9509.

1. 1. 1. Support Ticketing System:

You can submit support tickets through our online system for tracking and resolution. Visit app.tekoscrm.com/support to access the ticketing system.

1. 1. MAINTENANCE:
      1. Regular Updates:

We will provide regular updates to ensure the software remains current and functional.

1. 1. 1. Bug Fixes:

Identified bugs will be addressed and fixed in a timely manner.

1. 1. 1. Feature Upgrades:

You will receive upgrades to existing features as they become available.

1. 1. TECHNICAL SUPPORT AND ADDITIONAL FEES:

There are no additional fees for support services. All support and maintenance services are included in your subscription fee.

1. 1. RESPONSE TIME/SLAs (Service level Agreement):

Standard Response Times: Our support team will respond to your inquiries within 48 hours.

1. INTELLECTUAL PROPRETY RIGHTS:
   1. OWNERSHIP:

The software and all associated intellectual property rights are and will remain the exclusive property of TEKOS SYSTEMS INC. This includes, but is not limited to, all software code, documentation, and related materials.

1. 1. USER RESTRICTIONS:
      1. No Modification:

You are not permitted to modify, adapt, translate, or create derivative works based on the software.

1. 1. 1. No Copying:

You are prohibited from copying, reproducing, or duplicating the software in any form, except as expressly permitted by this agreement.

1. 1. 1. No Distribution:

You may not distribute, sublicense, lease, rent, or otherwise transfer the software to any third-party.

8. LIMITATION OF LIABILITY:

Except in the case of a violation by TEKOS of its obligations under the Confidentiality Section and except as provided in Section 13 below (Indemnification), TEKOS shall not be liable for and you waive the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the software provided to you by TEKOS.

YOU AGREE THAT THE LIABILITY OF TEKOS ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SOFTWARE WILL NOT EXCEED THE TOTAL AMOUNT  YOU  HAVE  PAID  FOR  THE  SOFTWARE  PURSUANT  TO  THE AGREEMENT WITHIN THE SIX-MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. YOU FURTHER AGREE THAT TEKOS IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES)  RELATING  TO  THIS  AGREEMENT.   THESE  DISCLAIMERS  APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER THEMIS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.  THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 13. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMERS OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.  THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY TEKOS TO YOU AND IS AN ESSENTIAL ELMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

CERTAIN  LIMITATIONS.   SOME  JURISDICTIONS  DO  NOT  ALLOW  THE EXCLUSION OF OR LIMITATION OR EXCLUSION OF CERTAIN TYPES OF

WARRANTIES, DAMAGES, OR LIABILITIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.

You will be solely responsible for any damage and or loss of content contained in your technology which occurs as a result of your electronic equipment and/or your computer system.

1. 1. DISCLAIMER:
      1. TEKOS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD- PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY TEKOS.   NOTHING  IN  THIS  SECTION  SHALL  MODIFY  TEKOS’S OBLIGATIONS  TO  INDEMNIFY  YOU  AS  REQUIRED  UNDER  THE INDEMNIFICATION SECTION OF THIS AGREEMENT.
      2. The information available through the Platform is provided solely for informational purposes on an “as is” basis at your sole risk. TEKOS makes no guarantee as to the accurateness, quality, or completeness of the information and TEKOS shall not be responsible or liable for any errors or omissions, or inaccuracies in the information or for any of your reliance on the information. You are solely responsible for verifying the information as being appropriate for your personal use.
      3. TEKOS hereby disclaims all warranties of any kind related to your hardware or software beyond the warranties provided by the manufacture of your hardware or software.
      4. TEKOS SYSTEMS INC will not be liable for any loss of profits, revenue, or data arising out of or in connection with the use or performance of the software.
      5. By clicking “I Agree” you agree to be bound by the disclaimer. By agreeing to this disclaimer, you represent that you have the capacity to be legally bound by it.

1. 1. CAPS ON DAMAGES:

The total liability of TEKOS SYSTEMS INC for any claim arising out of or relating to this agreement or the use of the software shall be limited to the amount paid by the user for the software in the last 12 months.

1. GOVERNING LAW AND DISPUTE RESOLUTION:
   1. GOVERNING LAW:

This agreement shall be governed by and construed in accordance with the laws of the State of Florida. This Agreement and you relationship with TEKOS shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in Fort Lauderdale, Florida and shall be considered to have been made and accepted in Fort Lauderdale Florida, without regards to its conflict of law provisions.

1. 1. DISPUTE RESOLUTION:
      1. Arbitration:

Any dispute arising out of or relating to this agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Fort Lauderdale, Florida.

Mediation:

Before proceeding to arbitration, the parties agree to first attempt to resolve the dispute  through  non-binding  mediation,  in  Fort  Lauderdale,  Florida administered by the American Arbitration Association under its Mediation Procedures.

1. 1. 1. Litigation:

If arbitration is not available or enforceable, any litigation arising out of or relating to this agreement shall be brought in the state or federal courts located in Fort Lauderdale, Florida, and the parties’ consent to the jurisdiction of such courts. All disputes under this Agreement will be resolved by the state or federal courts in Fort Lauderdale, Florida, and you consent to the jurisdiction of a venue in such courts and waive any objection as to inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and legal fees

1. TERMINATION:
   1. METHODS OF TERMINATION:

10.1.1. By  user:  If  The  customer  chooses  to  cancel  or  terminate  their membership/subscription, he may do so solely by using the billing page of their admin user account.

1. 1. CONDITIONS OF TERMINATIONS:
      1. For cause:

TEKOS SYSTEMS INC may terminate this agreement immediately if the user breaches any terms of the agreement, including non-payment. And access will be immediately terminated or limited to supervised access only.

1. 1. 1. Without cause:
         1. The cancellation will take effect at the end of the current paid billing cycle.
         2. TEKOS SYSTEMS INC may terminate the user’s membership for any reason at any time. If the termination is not justified by a breach of contract or non-payment, the user will have access until the end of the current billing cycle.
   2. CONSEQUENCES OF TERMINATION:
      1. Immediate Cessation of Use:

Upon termination, the user must immediately cease all use of the software.

1. 1. 1. Return or Destruction of Materials:

The user must return or destroy all copies of the software in their possession.

1. 1. 1. No Refunds:

All purchases are non-refundable.

1. 1. NOTICE OF CANCELATION:

The customer agrees to provide TEKOS SYSTEMS INC with a minimum of 15 calendar days’ notice to cancel the subscription. If the customer does not provide the required notice, the recurring charge will occur for the following cycle, and the membership will be canceled thereafter.

1. 1. TRIAL CANCELATION:

The user must cancel their membership before the trial period ends to avoid any charges being captured. During the trial period, the amount will be authorized with the card provider but will not be posted until the trial has ended.

11. CONFIDENTIALITY:

Each party agrees to treat all confidential information as confidential and not to use or disclose such confidential information except as necessary to perform its obligations under these Terms.

TEKOS and any third-party vendors and hosting partners it utilizes to provide the software shall hold content in strict confidence and shall not use or disclose content except as required to perform their obligations under this agreement or as otherwise authorized by you in writing.

TEKOS maintains that its primary duty is to protect the content to the extent the law allows. TEKOS reserves the right to provide the confidential information to third parties as required and permitted by law, and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.

If TEKOS is required by law to make any disclosure of the confidential information that is prohibited or otherwise constrained by this agreement, then TEKOS will provide you with prompt written notice (to the extent permitted by law) prior to such disclosure so that you make seek a protective order or other appropriate relief. Subject to the foregoing sentence, TEKOS may furnish that portion (and only that portion) of the confidential information that is legally compelled or otherwise legally required to disclose.

1. INDEMNIFICATION:

You hereby agree to indemnify and hold harmless TEKOS, its directors, shareholders, employees, representatives, agents, subsidiaries, assignors, and licensors from and against any claim action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:

1. Your breach of any obligation stated within this agreement; and
2. Your negligent acts or omissions.

TEKOS will provide prompt notice to you of any indemnifiable event or loss.  You will undertake, at your own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to TEKOS. TEKOS reserves the right to participate in the defense of the claim, suit or proceeding, at TEKOS’ expense, with counsel of TEKOS’ choosing.

1. MODIFICATION OF TERMS:
   1. Authority to Modify:

TEKOS SYSTEMS INC reserves the right to modify the terms of this agreement unilaterally. Any modifications will be effective upon providing notice to the user.

1. 1. Assignability:

This agreement shall not be assignable by you, and any assignment purported to be made by you in violation of this provision shall be void and of no effect. This agreement will inure to the benefit of TEKOS, its successor, assignees, licensees and grantees.

1. 1. Notice Requirements:

TEKOS SYSTEMS INC will provide the user with at least thirty (30) days’ advance

written notice of any material modifications to the terms of this agreement. Notice may be provided by email or by posting the changes on the TEKOS SYSTEMS

INC website.

13.4. Acceptance of Modifications:

The user’s continued use of the software following the expiration of the notice period will constitute acceptance of the modified terms. If the user does not

agree to the modified terms, they must discontinue use of the software before the changes take effect.

This agreement constitutes the entire agreement between you and TEKOS and may not be changed except in writing signed by an officer of TEKOS. You warrant that he, she or it has read this agreement in its entirety and by continuing with the transaction, fully understands and agrees to its terms.  Further, you waive any claims or defenses based in whole or in part of not reading, knowing, or understanding this agreement and conditions and agrees to indemnify and hold harmless TEKOS for any fees or costs, including attorney’s fees and costs, arising out of any claims or defense asserted based upon not reading, having knowledge of, or understanding these terms and conditions.

You agree that the electronic signature(s), whether digital or encrypted, included in this Agreement, if any, is intended to authenticate this writing and to have the same force and effect as manual signatures. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by You with the intent to sign such record, including facsimile or email electronic signatures. This Agreement may also be executed through the use of electronic signature, which You acknowledges is a lawful mean of obtaining signature(s) in the United States. You agree that this electronic signature is the legal equivalent of its manual signature on this Agreement. You further agree that its use of a keypad, mouse or other device to select an item, button, icon or similar act/action, regarding any agreement, acknowledgement,  consent  terms,  disclosures  or  conditions  constitutes  its signature, acceptance and agreement as if actually signed by You in writing. Furthermore, to the extent applicable, all references to signatures in this Agreement may be satisfied by procedures that TEKOS has established or may establish for an electronic signature system, and that your electronic signature shall be the same

as, and shall have the same force and effect as your written signature.