Terms and Conditions of Website Use

Last Modified: April 24, 2020

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Trusted Herd a Delaware corporation (“Company”, “we” “our” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of www.trustedherd.com, including any content, functionality and services offered on or through www.trustedherd.com (the “Website”), and the corresponding mobile application (the “App”), together with the Website the “Platform”, whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Platform. By using the Website or App or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found below and is incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

This Platform is offered and available to users who are 13 years of age or older and reside in the United States or any of its territories or possessions. By using this Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website or App.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Platform so you are aware of any changes, as they are binding on you.

Accessing the Platform and Account Security

We reserve the right to withdraw or amend this Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

You are responsible for:

• Making all arrangements necessary for you to have access to the Platform.
• Ensuring that all persons who access the Website or App through your internet connection are aware of these Terms of Use and comply with them.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current and complete. You agree that all information you provide to register with this Platform or otherwise, including but not limited to through the use of any interactive features on the Platform, is governed by our Privacy Policy located below, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Posting and Transmitting to a Platform

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Except for information that is subject to the Trusted Herd Privacy Policy, Trusted Herd will not treat information you post or transmit to a Site as confidential or proprietary. By sending information to Trusted Herd through a Platform (by transmitting, posting, or otherwise), you agree that Trusted Herd may use that information in any way, for any purpose, including Trusted Herd’s own commercial purposes, subject only to the Trusted Herd’s Privacy Policy.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current and complete. You agree that all information you provide to register with this Website, App, or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Trademarks

The Company name, the terms and Trusted Herd Logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners.

User Contributions

The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Platform.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the Platform will be considered non-

confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose/according to your account settings.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Platform, including but not limited to the Reviews API.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
• Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Trusted Herd endeavors to review posts on our Platform and some reviews require approval by the administrator prior to public posting. However, we do not undertake to review all material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy located below.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

This Platform may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Terms of Use

Trusted Herd may change these terms and conditions of use at any time, without prior notice. If you access or use the Platform after we post a change, you accept that change. If you do not accept the change, do not access or use the Platform. You should check these terms and conditions of use periodically.

The content of each Platform is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Platform

All information we collect on this Website and App is subject to our Privacy Policy located below. By using the Website or App, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions

Trusted Herd uses a third party to manage the payment transactions for its Platform. If prompted to enter payment information, you should review the terms and conditions outlined on our third-party service provider, Stripe. Trusted Herd only stores the last 4 digits of your card and the expiration date. Trusted Herd is not responsible for any acts or omissions of any of its third-party service providers.

YOU WAIVE AND HOLD HARMLESS TRUSTED HERD AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY THIRD PARTY SERVICE PROVIDERS.

Linking to the Website and Social Media Features

You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

This Website or App may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website or App.
• Send e-mails or other communications with certain content, or links to certain content, on this Website or App.
• Cause limited portions of content on this Website or App to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or App or portions of them to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website or App that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Platform

If the Website or App contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no

control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website or App, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Additional Terms Applicable to Employers

Employers are solely responsible for their postings on Trusted Herd websites. Trusted Herd is not to be considered to be an employer with respect to Your use of any part of the Platform, and Trusted Herd shall not be responsible for any employment decisions, for whatever reason, made by any entity posting jobs on any Trusted Herd website.

You understand and acknowledge that if You cancel Your employer account or Your employer account is terminated, all Your account information from Trusted Herd, including saved resumes, network contacts, and e-mail mailing lists, will be marked as deleted in and may be deleted from Trusted Herd’s databases. Information may continue to be available for some period of time because of delays in propagating such deletion through Trusted Herd’s web servers.

In order to protect our Trusted Herd Users from commercial advertising or solicitation, Trusted Herd reserves the right to restrict the number of e-mails which an employer may send to Users to a number which Trusted Herd deems appropriate in its sole discretion. You shall use the Trusted Herd Networking and Profiles in accordance with all applicable privacy and data protection laws.

Job postings

A Job posting may not contain:

(a)any hyperlinks, other than those specifically authorized by Trusted Herd;

(b)misleading, unreadable, or “hidden” keywords, repeated keywords or keywords that are irrelevant to the job opportunity being presented, as determined in Trusted Herd’s reasonable discretion;

(c)the names, logos or trademarks of unaffiliated companies other than those of your customer save where expressly agreed by Trusted Herd;

(d)the names of colleges, cities, states, towns or countries that are unrelated to the posting;

(e)more than one job or job description, more than one location, or more than one job category, unless the product so allows;

(f)inaccurate, false, or misleading information; and

(g)material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18.

You may not use Your Trusted Herd job posting, Trusted Herd Networking, or Profiles to:

(a)post jobs in a manner that does not comply with applicable local, national and international laws, including but not limited to laws relating to labor and employment, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, and intellectual property;

(b)post jobs that require citizenship of any particular country or lawful permanent residence in a country as a condition of employment, unless otherwise required in order to comply with law, regulations, executive order, or federal, state or local government contract;

(c)post jobs that include any screening requirement or criterion in connection with a job posting where such requirement or criterion is not an actual and legal requirement of the posted job;

(d)with respect to Profiles, determine a consumer’s eligibility for: (i) credit or insurance for person, family, or household purposes; (ii) employment; or (iii) a government license of benefit.

(e)post jobs or other advertisements for competitors of Trusted Herd or post jobs or other content that contains links to any website competitive with Trusted Herd;

(f)sell, promote or advertise products or services;

(g)post any franchise, pyramid scheme, “club membership”, distributorship, multi-level marketing opportunity, or sales representative agency arrangement;

(h)post any business opportunity that requires an upfront or periodic payment or requires recruitment of other members, sub-distributors or sub-agents;

(i)post any business opportunity that pays commission only unless the posting clearly states that the available job pays commission only and clearly describes the product or service that the job seeker would be selling;

(j)promote any opportunity that does not represent bona fide employment which is generally indicated by the employer’s use of IRS forms W-2 or 1099;

(k)advertise sexual services or seek employees for jobs of a sexual nature;

(l)except where allowed by applicable law, post jobs which require the applicant to provide information relating to his/her (i) racial or ethnic origin (ii) political beliefs (iii) philosophical or religious beliefs (iv) membership of a trade union (v) physical or mental

health (vi) sexual life (vii) the commission of criminal offences or proceedings or (vii) age.

(m)request the use of human body parts or the donation of human parts, including, without limitation, reproductive services such as egg donation and surrogacy;

(n)endorse a particular political party, political agenda, political position or issue;

(o)promote a particular religion; or

(p)post jobs located in countries subject to economic sanctions of the United States Government.

Trusted Herd reserves the right to remove any job posting or content from any Trusted Herd Site, which in the reasonable exercise of Trusted Herd’s discretion, does not comply with the above Terms, or if any content is posted that Trusted Herd believes is not in the best interest of Trusted Herd.

If at any time during Your use of the Trusted Herd Services, You made a misrepresentation of fact to Trusted Herd or otherwise misled Trusted Herd in regards to the nature of Your business activities, Trusted Herd will have grounds to terminate Your use of the Trusted Herd Services.

Additional terms applicable to Job Seekers

When You register with any Trusted Herd Site, You will be asked to create an account and provide Trusted Herd with certain information including, without limitation, a valid e-mail address (Your “Information”).

Any Profile You submit must be accurate and describe You, an individual person. The Profile requires standard fields to be completed, and you may include in these fields any telephone numbers, street addresses, e-mail addresses or other means of contacting You, other than Your last name and URLs. We do not disclose street or mailing addresses to any third parties on the Platform; we only show telephone numbers or e-mail addresses to employers when you apply for a position with that particular employer. We do not screen for, and are not responsible for, disclosure of Information that you make directly to an employer via our Platform; all such disclosures are at your own risk.

You acknowledge and agree that You are solely responsible for the form, content and accuracy of any resume or material contained therein placed by You on the Trusted Herd Sites.

Trusted Herd reserves the right to offer third party services and products to You based on the preferences that You identify in Your registration and at any time thereafter or you have agreed to receive, such offers may be made by Trusted Herd or by third parties. Please see Trusted Herd’s Privacy Policy [insert hyperlink], for further details regarding Your Information.

You understand and acknowledge that You have no ownership rights in Your account, and that Trusted Herd is not responsible or liable for any favorable or unfavorable employment decision made by a third party on the basis of content posted on Trusted Herd.

Trusted Herd reserves the right to delete Your account and all of Your Information after a significant duration of inactivity solely at Trusted Herd’s discretion.

Geographic Restrictions

The owner of the Platform is based in the state of Illinois in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Governing Law and Jurisdiction

THESE TERMS AND CONDITIONS, ANY STATEMENTS OF WORK, THE SERVICES HEREUNDER AND ANY SALE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN COOK COUNTY, ILLINOIS, AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

The Trusted Herd Sites act as, among other things, venues for (i) employers to post job opportunities and search for and evaluate job candidates and (ii) candidates to post resumes and Profiles and search for and evaluate job opportunities. Trusted Herd does not screen or censor the listings, including Profiles offered. Trusted Herd is not involved in, and does not control, the actual transaction between employers and candidates. As a result, Trusted Herd is not responsible for User Content, the quality, safety or legality of the jobs or resumes posted, the truth or accuracy of the listings, the ability of employers to offer job opportunities to candidates or the ability of candidates to fill job openings and Trusted Herd makes no representations about any jobs, resumes or User Content on the Trusted Herd Sites. While Trusted Herd reserves the right in its sole discretion to remove User Content, job postings, resumes or other material from the Trusted Herd Sites from time to time, Trusted Herd does not assume any obligation to do so and to the extent permitted by law, disclaims any liability for failing to take any such action.

Trusted Herd provides a venue for individuals to network for professional and personal purposes and Trusted Herd does not screen or censor the Profiles or User

Content on the Trusted Herd Sites. Trusted Herd is not involved in the actual communications between Users. As a result, Trusted Herd has no control over the accuracy, reliability, completeness, or timeliness of the Profiles or User Content submitted on the Trusted Herd Sites and makes no representations about any Profile or User Content on the Trusted Herd Sites.

Note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other users with whom You come in contact through the Trusted Herd Sites. By its very nature other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that You will use caution and common sense when using the Trusted Herd Sites.

Because User authentication on the Internet is difficult, Trusted Herd cannot and does not confirm that each User is who they claim to be. Because we do not and cannot be involved in User-to-User dealings or control the behavior of participants on any Trusted Herd Site, in the event that You have a dispute with one or more Users, You release Trusted Herd (and our agents and employees) from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes to the fullest extent permitted by law.

The Trusted Herd Sites and the Trusted Herd Content may contain inaccuracies or typographical errors. Trusted Herd makes no representations about the accuracy, reliability, completeness, or timeliness of any Trusted Herd Site or the Trusted Herd Content. The use of all Trusted Herd Sites and the Trusted Herd Content is at Your own risk. Changes are periodically made to Trusted Herd Sites and may be made at any time. Trusted Herd cannot guarantee and does not promise any specific results from use of any Trusted Herd Site. No advice or information, whether oral or written, obtained by a User from Trusted Herd or through or from any Trusted Herd Site shall create any warranty not expressly stated herein.

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES OR MOBILE APPLICATIONS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES OR MOBILE APPLICATIONS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND

WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, your User Contributions, any use of the Platform’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Platform.

No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other that you.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Trusted Herd with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

Assignment

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

Dispute Resolution and Binding Arbitration

YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution and Binding Arbitration Process. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800- 778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

Waiver of Class Arbitration

YOU ARE NOT ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

Severability

If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

Your Comments and Concerns

The Platform, comprising the Website and the App, are operated by Trusted Herd, located at www.trustedherd.com. All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: support@trustedherd.com.

Trusted Herd Privacy Policy

Last Revised: April 24, 2020

Effective Date: April 27, 2020

Overview

Trusted Herd and its affiliates respect the privacy of our website visitors, prospective client, clients, business partners, prospective employees, and employees.

It’s important you understand the kind of information we collect about you and how it is used. We recognize the need for appropriate safeguards and management practices in relation to the collection and use of Personal Information. This Privacy Policy sets forth the privacy principles that Trusted Herd follows with respect to your Personal Information.

Acceptance of the Privacy Policy

This Privacy Policy is entered into by and between You and Trusted Herd LLC, a Delaware limited liability company (“Company”, “we” “our” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of www.trustedherd.com, including any content, functionality and services offered on or through www.trustedherd.com (the “Website”), or the corresponding Trusted Herd mobile application (the “App”), whether as a guest or a registered user. Together, the Website and the App shall be deemed the “Platform.”

Please read our Privacy Policy carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by this Privacy Policy and our Terms of Use Policy, found at above, and incorporated herein by reference. If you do not want to agree to the Terms of Use or the Privacy Policy, you must not access or use the Platform.

Changes to the Privacy Policy

We may revise and update the Privacy Policy from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.

Your continued use of the Platform following the posting of revised Privacy Policy means that you accept and agree to the changes. You are expected to check this page from time to time when you access this Website so you are aware of any changes, as they are binding on you. We may notify you of material changes by e-mail.

Defined Terms

“Data Subject” means an identified or identifiable natural living person. An identifiable person is one who can be identified, directly or indirectly, by reference to a name, or to one or more factors unique to his or her personal physical, psychological, mental, economic, cultural or social characteristics.

“Personal Information” or “Personally Identifying Information” as defined under the European Union Directive 95/46/EC, means data that personally identifies or may be used to personally identify a person, including an individual’s name in combination with country of birth, marital status, emergency contact, salary information, terms of employment, job qualifications (such as educational degrees earned), address, phone number, e-mail address, user ID, password, and identification numbers. Personal Information does not include data that is de-identified, anonymous, or publicly available. For Switzerland, the term “person” includes both a natural person and a legal entity, regardless of the form of the legal entity.

“Sensitive Information” means Personal Information that discloses a Data Subject’s medical or health condition, race or ethnicity, political, religious or philosophical affiliations or opinions, sexual orientation, or trade union membership.

“Third Party” means any individual or entity that is neither Trusted Herd nor a Trusted Herd employee, agent, contractor, or representative.

Information Collection

The information Trusted Herd collects falls into two primary categories: non-personally identifiable information and personally identifiable information

Non-Personally Identifiable Information is information that cannot alone be used to identify or contact you. A primary source of such information includes browser information when you are using our websites. Website log files and Third Party scripts collect information that may include IP addresses, browser type, internet service provider (ISP), referral / exit pages, pages viewed, date & time stamps, and other similar information. Log files and Third Party scripts may also collect general demographic information. We use these log files and Third Party scripts to help us analyze traffic patterns and site usage, understand audiences, as well as improve our sites and services.

Personally Identifiable Information (“PII”) is information that can be used to identify or contact you. Such information might include your name, mailing address, e-mail address, telephone number, company, title, social media handles, site username or site password.

PII may be collected when you apply for an employment opportunity on our site, establish a user account for use with our services, register for an event, complete a survey, inquire about employment, correspond with us, or inquire about our service offerings.

We may collect Personal Information either on the Website or App. This Privacy Policy applies equally to information collected via either.

Information Use and Sharing

General. Trusted Herd is the sole owner of the information collected through its marketing, recruitment, sales, and other commercial activities. In these activities, we only have access to and collect Personal Information that 1) you voluntarily provide us or that 2)we acquire through third-party sources such as business intelligence platforms. We will not sell or rent to anyone the information provided to us or obtained by us.

Unless you ask us not to, we use this Personal Information for purposes such as communicating information about products or services; offering employment; responding to requests; processing transactions; providing you the services you have requested; tracking compliance with our sites’ terms of use; analyzing the characteristics of our applicants, visitors, and customers; and improve our services.

You may opt-out of communications at any time by clicking the unsubscribe link provided in an e-mail or by sending a request to support@trustedherd.com.

Trusted Herd is the sole owner of Personal Information collected from its employees in the context of employment relationships. In this context, the data collected is solely used for employment-related purposes.

When Personal Information collected is no longer needed for the purpose(s) for which it was collected and Trusted Herd no longer is required to retain this information by law or policy, Trusted Herd reserves the right to destroy or delete the information.

In connection with the services provided by Trusted Herd professionals to clients, Trusted Herd may receive, store, and/or process Personal Information on behalf of our customers and partners within the context of the services. In such cases, we are acting as a data processor and will process such personal information on behalf of and under the specific direction of our client and their agents. Trusted Herd does not own this Personal Information or use it for its own commercial purposes.

For more information on how we collect and disclose Personal Information, please see our Terms of Use section entitled Additional terms applicable to Job Seekers.

Reviews API. We may also use this Personal Information to build and offer our Reviews API, which creates a scaled rating system that allows event operators and other employers on the Trusted Herd platform to rate individual workers. The worker can then use his or her rating to procure further employment at future events. Trusted Herd also creates a badging system for qualified workers. Please see the Terms of Use, specifically the sections on Reliance on Information Posted and Additional terms applicable to Job Seekers for further information regarding the rating system. Third party employers must be registered with Trusted Herd to provide or access rating information. We do not disclose ratings information to third parties who are not registered with Trusted Herd. We do not sell ratings to any third parties. We may deidentify ratings from any particular individual for analytical purposes. Trusted Herd workers always have the right to opt out of the collection and/or disclosure of their ratings information by visiting https://www.trustedherd.com/workerAccount/privacySettings. However, if you need further assistance, you may opt-out of communications at any time by clicking the unsubscribe link provided in an e-mail or by sending a request to support@trustedherd.com.

Disclosures & Onward Transfers of Personal Information

In achievement of internal business operations, Trusted Herd discloses Personal Information only to Third Parties who reasonably need to know such data in accomplishment of a contracted task or Trusted Herd business purpose. This includes event operators and vendors who will employ Trusted Herd professionals at individual events and third-party providers and payment processors who process the electronic billing of clients or orders.

Recipients must agree to abide by contractual obligations established 1) restricting use of information to Trusted Herd instructed/specified purposes, 2) securing the availability, integrity, and confidentiality of the information while in their possession, and 3) returning &purging information upon termination of contract. Trusted Herd will ensure that the same or a better level of protection as Trusted Herd provides is afforded to Personal Information by contracted third-parties throughout the defined term during which a third- party is contracted. Third-parties are not permitted to use Personal Information except for the purpose of providing contracted services.

Trusted Herd may also disclose your personally identifying information in the following circumstances:

• As required by law to comply with a subpoena or similar legal process. To the extent we are legally permitted to do so, we will take commercially reasonable steps to notify you in the event that we are required to provide your personal information, customer or business information to third parties as part of a legal process. Trusted Herd also may be required to disclose personal information in response to lawful requests by public authorities, including requests from national security or law enforcement authorities.
• When we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud or respond to a written government request
• To any other Third Party with your prior consent to do so.

Links and Cookies

Trusted Herd’s websites contain links to other sites. Please be aware that we are not responsible for the content or privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of any other site that collects personally identifiable information. This Privacy Policy applies solely to information collected by Trusted Herd.

Trusted Herd may use “cookies” on its sites. A cookie is a piece of data stored on a site visitor’s system that help us improve your access to our site and identify repeat visitors to our site. Cookies can also enable us to track and target the interests of our users to enhance their experience on our site. Except where job applicants elect to establish and use an account to apply to Trusted Herd and employment opportunities with Trusted Herd. You can disable or remove any cookies already stored on your computer, but these may stop our websites from functioning properly.

Responsibilities and Management

Trusted Herd will maintain, monitor, test, and improve information security policies, practices, and systems to protect Personal Information that it collects. Trusted Herd team members and contractors will receive role-specific training to effectively implement this policy.

Security

To prevent unauthorized access or disclosure, to maintain data accuracy, and to allow only the appropriate use of your Personal Information, we utilize industry standard physical, technical, and administrative controls to safeguard the information we collect and process.

We follow generally accepted industry standards to protect access, storage, and transmission of Personal Information submitted to or acquired by us. Trusted Herd’s Information Security policies define acceptable use, protocols for access & authorization, and appropriate safeguards around information through information’s lifecycle (i.e. collection/acquisition through destruction).

Trusted Herd team members and contractors may access and use Personal Information only if they are authorized to do so and only for the purposes for which they are authorized.

Your Choice to Access, Change, or Delete Personal Information

You as a Data Subject have the choice to 1) know what Personal Information has been collected and stored within Trusted Herd’s information systems about you and 2) ensure that this Personal Information is accurate and relevant for the purposes for which Trusted Herd has collected it.

Upon reasonable written request directed to support@trustedherd.com, you may 1) review your Personal Information, 2) request modification/correction of any data that it is incorrect, or 3) request removal/inactivation of Personal Information as permitted by applicable law and Trusted Herd’s policies. We may require you to verify your identity prior to disclosing, modifying or deleting any Personal Information, in our sole discretion.

Such updates will not have an effect on other information that we maintain, or information that we have provided to third parties in accordance with this Privacy Statement before such update. In certain circumstances, we may not be able to continue to provide you our services if you change or delete Personal Information.

Trusted Herd will endeavor to respond to all reasonable written requests of individuals to view, modify, or remove/inactivate Personal Information within 30 days of the original request.

If you do not receive a timely acknowledgement to a question/concern submitted to Trusted Herd by way of e-mail, please contact us at support@trustedherd.com.

Changes to the Privacy Policy

We may revise this Privacy Policy from time to time in our sole discretion. All changes are effective as of the Effective Date listed at the top of the Privacy Policy, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Privacy Policy means that you accept and agree to the changes. You should review the Privacy Policy when you visit the Website or App, but we may e-mail you to notify you of material updates to the Privacy Policy (subject to your opting out of e-mail communications from us.)

Your California Privacy Rights

Trusted Herd does not meet the qualifications requiring compliance with the California Consumer Privacy Act (“CCPA”); however, because we respect the privacy of the persons who use the Trusted Herd platform, we do offer some of the CCPA rights to California residents where practicable.

For purposes of compliance with the California Online Privacy Protection Act (“CalOPPA”), we hereby disclose and acknowledge the following:

Trusted Herd does not track its customers over time and across third party websites to provide targeted advertising. Therefore, we do not respond to Do Not Track (DNT) signals.

For purposes of compliance with the California Shine the Light Law, we hereby acknowledge the following:

We share Personal Information as disclosed in this Privacy Policy, and only for those purposes. We provide you the ability to opt out of the sharing of your Personal Information as set forth above. To opt out, please review the Your Choice to Access, Change, or Delete Personal Information above and e-mail us at support@trustedherd.com. However, please note that we may not be able to provide you full services should you exercise your choice to opt out.

Your Nevada Privacy Rights

For purposes of compliance with Nevada SB 220, we hereby disclose and acknowledge the following:

We collect the following Personal Information: first and last name, e-mail address, mailing address, social media handles and telephone numbers. We do not collect Social Security numbers or other contact information from individual users. Currently, we collect credit card numbers only from our company members, not from individual workers. We do not disclose any of the above Personal Information to third parties except as necessary to operate the Trusted Herd business, within the reasonable expectations of any individual who provides Personal Information to Trusted Herd. We do not sell Personal Information. Third parties may provide us with e-mail addresses for individuals who are both registered users of Trusted Herd and who are not registered users of Trusted Herd; we use these e-mail addresses to pre-populate a profile for an individual worker in the event that the individual ever registers an account on Trusted Herd with that e-mail address, and for no other purpose. We do not build accounts for individuals who have not registered on the Platform. We do not disclose or sell these e-mail addresses to any third party, except that we may share the e-mail address with the third party that originally provided it to Trusted Herd.