Terms of Use


People iQ PLATFORM

These Terms of Use (this “Agreement”), which is a legal agreement between you (“You” or “End User” and The Younity Group LLC, a Texas Limited Liability Corporation, (“Company”) and Licensee (“Licensee”) of Company’s mobile application platform called the People iQ (Platform”) , formerly branded as Younity360TM and shall govern Your use of and access to the People iQ Consumer Application (“Application”) or any rebranded or “white-labeled” version of the Application for Licensee, which is a component Platform. By checking any acceptance boxes, clicking any acceptance buttons, submitting any text or content or simply by making any use of the Application, You (a) accept this Agreement and agree to be bound by each of its terms, and (b) represent and warrant to Company and/or Licensee that (i) You are at least 13 years of age and have the authority to enter into this Agreement (either on your own behalf or by having a parent or legal guardian agree to the terms set forth herein on your behalf), (ii) this Agreement is binding and enforceable against You, and (iii) You have read and understand Company’s Privacy Policy, the terms of which are incorporated herein by reference (the “Privacy Policy”), and agree to abide by the Privacy Policy. A link to the Privacy Policy can be found on the, and at www.theyounitygroup.com or www.peopleiq.io . Company may amend this Agreement from time to time, each of which amendments shall be deemed to be effective 2 days after posting the updated Agreement within the Application. You should check the Application and this Agreement regularly to ensure You remain current on the terms and agreements set forth herein.

1. Purpose.
The purpose of this Agreement is to set forth the terms and conditions under which, among other things, Company will license to You use of certain of Company’s technology, software and/or services such that You can utilize the Application with your mobile device, as part of the Platform (collectively, the “Purpose”). As stipulated elsewhere in this Agreement, Company does not exert any control over any Licensee, Business, Business Operator/Owner, commercial venture or other third parties, and as such is not liable or responsible for any actions taken or omitted to be taken by any such third parties.

2. License.
Company hereby grants You a non-transferable, non-exclusive, revocable, limited license to access and use Company’s Application, or any rebranded, customized, or “white-labeled” version of Application as made available through mobile application download methodology during the Term (as defined below) solely for the Purpose. Company may, from time to time, update or modify the Application, release new versions of the Application or create new modules related thereto, each of which may, at Company’s discretion, be included within the license described above. You shall not be permitted to sublicense or transfer any of Your rights hereunder including, without limitation, access to the Application.

3. Certain Restrictions.
You shall not directly or indirectly copy or reproduce all or any part of the Application, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Application solely for its intended Purpose and shall not use the Application for the benefit of any third party except as specifically contemplated under this Agreement. You shall not use the Application to post, transmit, convey, submit, distribute, store or destroy any content, photographs, descriptions, drawings, content, audio materials, text, messages or other information (collectively, “Posted Information”): (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any malware, viruses, or other computer programming routines or components that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) that is false, misleading or inaccurate in any way; or (f) in violation of the any acceptable use policy or other policy posted within the Application from time to time. You shall not violate or attempt to violate the security of

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The Younity Group LLC – Consumer App TOU 6-1-17

the Application. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Application, including, without limitation, any of the software comprising or in any way making up a part of the Application. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the Application where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. You shall defend and indemnify Company and its Licensee, at Your sole cost and expense, from and against any claims, damages, liabilities and/or expenses arising out of Your breach of any of Your obligations or representations set forth in this Section 3.

4. Certain Responsibilities.
You shall be solely responsible for: (i) all Posted Information you input into the Application; (ii) ensuring that all Posted Information is appropriate in tone and is accurate; (iii) complying with all applicable laws, rules and regulations at all times; and (iv) maintaining all passwords and access codes to the Application, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Application.

5. Company Rights.
Company and/or Licensee shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, Your access to the Application or Your account with Company for any reason. Notwithstanding the foregoing, Company shall not be required to review or monitor any Posted Information entered into the Application or otherwise submitted by You, and You shall be solely responsible for the veracity and accuracy of all such data, content and information.

6. Fees.
Company does not currently charge its individual consumer users to access and use the Application, however Company may, at any point and in its discretion, elect to begin charging fees for use of various portions and/or features of the Application and/or for different levels of subscription or account or for in- app purchases.

7. Term and Termination.
This Agreement shall continue in full force until the earlier to occur of (i) either party providing written or electronic notice of termination to the other party (at which point You shall no longer be entitled to access or use the Application), or (ii) Company electing to terminate Your access to the Application, with or without notice (the “Term”). For purposes of clarity, you are entitled to terminate your Company account at any time. Upon termination of this Agreement for any reason, you shall no longer be entitled to access or use the Application. In addition to the foregoing, in the event that Company determines, in its sole and absolute discretion, that You have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, breached any Company policy in effect from time to time or otherwise failed to perform to the standards required of Company, Company shall be entitled, at its discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to the Application, in each of the foregoing cases at any time and for any period of time. Company shall not be responsible for the return of any Posted Information of any kind to You upon any termination of this Agreement or suspension of Your access to the Application, including without limitation any information input into the Application by You. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of this Agreement shall survive any termination of this Agreement.

8. Intellectual Property.
(a) General Ownership.
Application and Platform are “Patent Pending”. All trademarks, patents, copyrights and other intellectual property rights owned by any of the parties on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on any other party. For purposes of clarity: (i) as between You and Company and You and Licensee, You shall be deemed to be the sole owner of all Posted Information entered into the Application or otherwise posted by You; and (ii) Company is the sole owner of the name

The Younity Group LLC – Consumer App TOU 6-1-17

“Younity 360TM” and “People iQTM”, Application, Platform and all components thereof, and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to Company regarding the Application shall, upon submission to Company, be owned solely and exclusively by Company. In addition, Company of Licensee shall be entitled to post feedback the Application (and/or allows others to do so), both positive and negative, regarding any End User. You acknowledge and agree that the applicable supplier(s) of any third-party software included within the Application shall own all worldwide rights, title and interest in and to such third-party software (and any intellectual property rights therein), subject to such suppliers’ license, if any, of such third-party software to Company.

(b) Use of Posted Information.
In exchange for Your use of the Application, You hereby grant to an unlimited, perpetual, irrevocable, fully-paid, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, commercially exploit, repurpose, perform and display any and all Posted Information You submit to Company, Licensee or post through the Application, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sub licensees, in connection with Company performing the services described herein. Finally, You irrevocably waive, and cause to be waived, against Company, Licensee and its End Users any claims and assertions of moral rights or attribution with respect to Your Posted Information. Company and/or Licensee shall be entitled to display advertising and/or any other content at locations of its choosing within the Application, including without limitation adjacent to Your Posted Information.

9. Confidentiality
You agree to treat as confidential all confidential information of Company and/or Licensee, not to use such confidential information for any purpose other than to the limited extent necessary to use the Application and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein.

10. Disclaimers.
(a) No Warranties.
Except as explicitly set forth herein, neither Company, its affiliates or any of any such party’s equity holders, directors, officers, employees, agents, suppliers, licensors or Licensees nor the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Application will be error-free, (c) as to a minimum level of uptime for the Application, or (d) as to the results that may be obtained by You by entering into this Agreement and/or using the Application. You agree and acknowledge that the Application is licensed and/or provided hereunder on an “as is” basis. In addition, You hereby agree and acknowledge that: (i) Company and/or Licensee shall not be responsible for any actions taken by any other party using the Application or reviewing any of Your Posted Information; (ii) Company nor Licensee do not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) Company and/or Licensee are not a party to any transaction between you and any business with which Company has a business relationship, and as such, any disputes regarding purchases, rewards and/or any other aspect of any transaction or other commercial dealings is solely between You and such third party; (iv) Company and/or Licensee is not responsible for any other party’s compliance with applicable laws, rules or regulations; (v) Company’s services are administrative in nature and Company is not responsible for ensuring that any third party honor any reward, offer or other obligations such third party may have towards You; (vi) Company and or Licensee shall not, under any set of circumstances, be responsible or liable for an content, text, photographs and/or other Posted Information, including any Posted Information which may violate applicable law and/or a third party’s intellectual property rights; and (vii) the Application may not function properly or as intended at times.

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(b) Unavailability of Application.
You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet and Application. While it is Company’s objective to make the Application accessible at all times, the Application may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Application may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of Company or Licensee, access the Application may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, Company or Licensee shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You. YOU AGREE THAT COMPANY OR LICENSEE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE APPLICATION

(c) Potential Distraction
Application has the capability to receive and deliver push-notification messages and alerts and to receive and/or generate electronic wireless messaging notifications, photos, videos, active url links, and other forms of media that may alert you visually, or by auditory or tactile means which may cause you to engage with the App or your mobile device. Such engagement action may cause you to be distracted from your current task or activity. As with all products of this nature, you should never engage with this application or the device it is running on while performing activities that require your complete focus and concentration (e.g. driving a vehicle, operating machinery, supervising or being responsible for the safety of others, and other activities where injury to yourself or others may occur.). YOU AGREE THAT YOU UNDERSTAND THE POTENTIAL DANGER ASSOCIATED TO SUCH DISTRACTION AND THAT IT IS YOUR RESPONSIBILITY TO UTILIZE THIS APPLICATION IN A WAY THAT CAUSES NO DANGER OF INJURY TO YOURSELF OR OTHERS. YOU ALSO AGREE THAT NEITHER COMPANY NOR ITS LICENSEES, AFFILLIATES, LICENSORS OR OTHER ENTITIES ASSOCIATED WITH PLATFORM OR ITS APPLICATIONS SHALL BE LIABLE FOR ANY DAMANGES ARISING FROM SUCH POTENTIAL DISTRACTION SHOULD IT OCCUR, UNDER ANY CIRCUMSANCES WHATSOEVER.

11. Limitation on Liability.
COMPANY OR LICENSEE SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE APPLICATION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, COMPANY’S OR LICENSEE’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL BE LIMITED TO THE AMOUNT OF MONEY YOU PAID FOR THE APPLICATION.

12. Force Majeure.
Company or its Licensee shall not be liable to You for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.

13. General Terms.
The following terms and conditions govern general use of the Application:

(a) You agree to abide by all restrictions displayed within the Application, as and when they are updated from time to time, including, without limitation, the rules in this Section 13. Company reserves the right to remove any content You post within the Application, block the sending of any inquiry or other content Company deems inappropriate in its sole discretion, and may terminate all access to the Application at any time in its sole discretion for any or no reason. While Company and/or Licensee reserve the right to monitor all postings and/or content posted within the Application, it has no obligation to do so.

The Younity Group LLC – Consumer App TOU 6-1-17

Permitted Uses. You may use the Application only in good faith for the purposes described herein. You may not use the Application, or any business listings, contract information or other content, to promote another business or commercial venture.

Distribution. Except as expressly permitted under other provisions of this Agreement, You may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Application, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, or other trade or service marks in whole or in part, for any purpose.

Derivative Works. You may not create compilations or derivative works of the Application, the Application content or any other materials from the Application.

Infringement. You may not use the Application, and/or Application content or any other materials from the Application in any manner that may infringe upon any copyright or other intellectual property right, proprietary right, or property right of Company, Licensee or any third party.

Information Distribution. You may not use the Application or any communications service that may be available to You on or through the Application to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information, that:

is false;

contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation,

sexual language of a violent or

threatening nature directed at another individual or group of individuals;

includes any inside information and/or proprietary or confidential information learned or

disclosed under nondisclosure agreements;

you are restricted from using under any law;

infringes upon the intellectual property rights of any third party; or

contains software viruses or any other computer code, files or programs that are designed or

intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.

Other Prohibited Uses. You may not use the Application for any purpose that:

is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or otherwise violates Company’s or Licensee’s rules or policies;

victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law;

invades any person’s or entity’s privacy or other rights;

constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, push-notifications or

messaging (also known as “spamming”), chain letters, any other form of unauthorized

solicitation, or any form of lottery or gambling;

misidentifies You or impersonates any person or entity, including, without limitation, any

employee or representative of Company or Licensee, or falsely states, implies, or otherwise misrepresents Your affiliation with a person or entity by, for example, pretending to be someone other than You or pretending to represent a company or organization that You are not affiliated with or authorized to represent; or

could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.

The Younity Group LLC – Consumer App TOU 6-1-17

Harm to Minors. You may not take any action within the Application or use the Application content to harm minors in any way.

Solicitation. You may not use the Application or any Application content in a manner that violates any state or federal law regulating solicitations.

(b) The Application and Application content may contain and/or provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or otherwise transmitted through the Application (“Third Party Content”) that may include content You find to be offensive, indecent or objectionable. The third party from whom or which any such Third Party Content originates is solely responsible for it and Company or Licensee assume no responsibility to verify, has no control or influence over, make no representations regarding, and do not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Company and/or Licensee have no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Company or Licensee expressly state in writing to the contrary, Company nor Licensee neither endorse nor adopt as its belief any such statements. Company or Licensee may provide information in articles Company or Licensee posts or only for educational and general informational purposes and not as professional advice. Company and/or Licensee have made no attempt to verify any information contained in any such articles.

(c) As a convenience to You, the Application may contain links or integration with other software application systems or websites that are owned and operated by third parties that are not affiliated with Company or Licensee. When You use these links or access these other systems through various application interfaces, you will leave the Application and Company and/or Licensee will have no ability to protect Your interests. You visit third party applications or linked websites at Your own risk and it is Your responsibility to take any protective measures to guard against viruses and other destructive elements. Company and/or Licensee are not responsible for and, unless it expressly states otherwise in writing, make no warranty or representation regarding and do not endorse any other application, integrated application system or linked website or any service, product or information provided on or through the third party system or website.

14. Copyright Infringement.
Company respects the intellectual property of others, and asks You and all users to do the same. It is Company’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Company and/or others.

If You believe that Your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Company’s Agent for Notice with the following information in English (Your “Notice”):

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that You claim has been infringed;

a description of where the material that You claim is infringing is located within the Application;

Your address, telephone number, and email address;

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a statement by You that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which Company has disabled access, Company may forward a copy of a valid Notice including name and email address to such individual or entity. Company’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:
Copyright Agent
c/o The Younity Group LLC 115 Tennyson Place Coppell, Texas 75019

Copy to:

Lawrence B. Mandala Munck Wilson Mandala

600 Banner Place Tower 12770 Coit Road
Dallas, Texas 75251

Or to such address as the parties may provide to each other in writing from time to time.

15. Miscellaneous.
Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Texas, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Application shall be resolved in the appropriate Federal or state court located solely and exclusively in Dallas County, Texas. You hereby consent to exclusive jurisdiction in Dallas County, Texas, and agree not to raise any defense of forum non conveniens or any similar defense. The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, agent or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by You without Company’s prior written consent. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.

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