Terms of Service

Last updated March 5th, 2025

These Terms of Service ("Terms") are a binding contract between you and Ankored, Inc. and its affiliates (collectively, "Ankored," "us," or "we"), and together with our Privacy Policy, govern your use of www.Ankored.com and other websites and online platforms we own or operate (collectively, the "Platform"), as well as our online services, mobile applications, and software-as-a-service offerings, and other products and services we offer (collectively, the "Services"). Any terms we use in these Terms without defining them have the definitions given to them in our Privacy Policy. These Terms shall substitute for and replace all prior terms and conditions that may have governed your access to the Platform or Services. In addition, separate terms or agreements may apply for our Services, including without limitation any agreements between Ankored and your Organization (defined below), each of which will be considered to form part of these Terms.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND ANKORED.

1. Acceptance

By accessing the Platform or Services, you agree to be unconditionally bound by these Terms. If you access the Platform or Services on behalf of a company or other entity ("Entity"), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms. You accept the Terms by clicking to accept or agree to the Terms where this option is made available to you in any agreement, electronic form, or user interface, or by simply visiting the Platform or accessing our other Services. These Terms will remain in effect as long as you use the Platform or Services. If you do not agree with any of these Terms, do not access the Platform or use the Services. You acknowledge and agree that we may make changes to the Platform or Services or to these Terms at any time and that you will be bound by such changes if you continue to access the Platform or use the Services. If you have any questions, please contact us at legal@ankored.com. BY ACCESSING THE PLATFORM OR SERVICES, YOU AGREE TO BE UNCONDITIONALLY BOUND BY THESE TERMS.

2. Not Professional Advice and Third Party Services

You understand and agree that the Platform and Services are not medical, health care, legal, accounting, financial, or other professional advice (collectively, "Professional Advice"). Ankored may offer content or services through the Platform or Services that relates to employment or training, compliance, and other topics of interest to our users. When you access the Platform or use the Services, you agree that the results of such use are not Professional Advice, or an indication that you should take any particular action regarding any application, employment, practice, legal compliance, or organization. ANKORED CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. ANKORED DOES NOT OFFER PROFESSIONAL ADVICE, OR ANY TYPE OF TRAINING, ADVISING, MEDICAL, OR PROFESSIONAL SERVICE. If you have employment, compliance, or career questions, you are advised to speak with your supervisor or legal counsel or other third party specialists. Ankored advises all potential Organizations to seek legal advice before offering our Services to others as an employment or other benefit, or to ensure you comply with whatever legal or regulatory rules may be applicable to you.

You may purchase and use services provided to you by third parties including, without limitation, any smartphones, tablets, computers, online, web-based, or cloud-based applications, or offline software or other hardware products that are provided by third parties (the “Third-Party Services”) to interoperate with the Platform or Services provided by Ankored. Any purchase or use by you of any Third-Party Services are solely between you and the third-party provider offering the Third-Party Services. Ankored does not warrant, take responsibility for, or make any claim that any Third-Party Services that are offered to you through the Platform or Services or others you may engage that will interoperate with Ankored’s Platform or Services.

If you install or enable Third-Party Services, you acknowledge and agree that Ankored may allow third-party providers to transport your data or personal information as required for interoperation of such Third-Party Services with Ankored’s Service or Platform. Ankored shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access. The Services may allow you to restrict such access by restricting users or entities from installing or enabling any additional Third-Party Services not purchased by you.

3. Eligibility

To be eligible to access the Platform or use the Services, you must be at least 18 years old. You may access the Services as an individual end user ("Independent User"), or through your employer, potential future employer, educational institution, company, or other organization for which you work or you are applying to join (your "Organization") that contracts with Ankored to provide you with access to the Services (an "Organization User"). By accessing the Platform or using the Services, you represent and warrant that you are of legal age to form a binding contract with Ankored and you meet all the foregoing eligibility requirements. If you do not meet the requirements or agree to these Terms, you must not use the Services.

As part of the Services, you authorize and direct Ankored to offer Third Party Services, which may include, but not be limited to various compliance training, programs, continuing education, background checks, any other personal , or certification services.  All such Third Party Services are subject to the terms and conditions of the third party entities offering such Third Party Services and you acknowledge and agree that such terms and conditions are binding obligations with you and Ankored is not liable or responsible to ensuring your compliance or performance or the compliance or performance of such third party in offering or performing such Third Party Services.

4. Registration and Access

To access certain features on the Platform or use certain Services, you must first register with us and create an account, either yourself or by your Organization on your behalf and later completed by you. By registering an Account and using the Services, you confirm that the information, whether about yourself or about users in your Account, that you provide during the registration process (including but not limited to User Data) and in the Services or that is already in the Services (via an Organization, administrator or another User), is accurate. You agree to update your registration and user details promptly if they change. If you register an Account on behalf of an Organization, company, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of that entity with the authority to bind the entity to these Terms (and to any related agreements, such as order forms, which you agree to on its behalf), and that you acknowledge and accept these Terms on the entity’s behalf The information we collect during registration and how we use that information is described in our Privacy Policy. Only you are permitted to access the Services via your account. You are responsible for maintaining the confidentiality of your login and password. You accept responsibility for all activity that occurs under your account and password. Your credentials are for your personal use only and shall not, under any circumstances, be shared, distributed, or otherwise made available to any person or entity. You may not use false identities or impersonate any other person or use credentials that you not authorized to use. You are solely responsible for ensuring the security and confidentiality of your credentials and account.  We are not liable for any loss or damage arising out of your failure to maintain your account security. You agree to notify Ankored immediately of any suspected theft, loss, or fraudulent use of your login or password.

Where you are accessing the Platform and/or Services because you are a user of an Organization or were invited to participate from an Organization, you acknowledge and agree that your access will be subject to any designated terms & conditions imposed by the Organization, and any personal information uploaded by the Organization to the Platform will be subject to such Organization’s privacy policy. 

Where you are accessing the Platform and/or Services because you are an authorized representative of an Organization, including administrators, you acknowledge and agree that the use and disclosure of information collected from you, including business contact data, by Ankored as part of the Ankored Account creation process and through your ongoing use of the Platform, including our interactions with you relating to customer support, troubleshooting, security and other purposes shall be governed by our Privacy Policy.

You also agree that, where relevant, with regard to any information or documents you upload to the Platform or the Services that are required for eligibility determinations for any Organization or other entity you wish to enter -- including personal information, certificates, background checks, clearances, medical waivers, or proof of vaccination -- you are specifically and expressly directing and authorizing Ankored to share that information with the relevant Organization, entity or governing body that requested the information and all additional entities that are required to review it to determine eligibility for the services or purpose for which it was uploaded as designated in your account registration or profile.  All requests for documentation, information, data, or certifications are from the Organization to which you are associated as a User and all such information will be shared with such Organization as a result of you creating an account on the Platform and Services for such Organization. If you choose to join another Organization that is using Ankored, with your consent, we reserve the right to share any and all information you have provided to us with those additional Organizations and to do so on an ongoing basis as information is added or changes unless you notify us in writing expressly directing Ankored to stop sharing such information and data. The Platform does not review, assess, or filter the data, documents, information, or certifications that you input, complete or answer on the Service.  Ankored is not responsible for any information contained in any documents, certifications, reports, data, outcomes, assessments or other verifications that are uploaded, transmitted, processed, or delivered through the Platform or Services.  Ankored is the Platform connecting you with Organizations and Third Party Services and has no control or responsibility for actions, outcomes, or results related to any such Third Party Services.   

5. Services

Ankored offers various Third Party Services through the Services Platform to assist Independent Users and Organizations with compliance with various training, pre- and post- hiring certifications, or compliance requirements, optional desired requirements, as well all other Ankored Services, Content (defined below), and tools provided to you by Ankored. Your receipt of the Services is subject to these Terms, all applicable terms and conditions on the Platform or in other agreements, as well as any supplemental notices we may provide to you. You agree and acknowledge that Ankored does not guarantee any outcomes of your use of the Services or access to the Platform.

You are only permitted to use the Services in compliance with these Terms, any supplemental agreements with Ankored and applicable laws. Ankored cannot and will not be responsible for your use of the Services in an unlawful manner. If you are an Independent User, you are only permitted to use the Services for yourself.

Some Services offered through the Platform may not be available to all users. The Services available to you will be described when you create your account or when your Organization provides instructions for your use of the Services or Platform.  We reserve the right to change the Services or adjust our fees or any components thereof in any manner and at any time. We will give you at least 15 days' notice of any fee change by posting the change to the Platform or otherwise providing you with notice. Should you chose not to continue with the new fee change your only remedy is to discontinue use of Ankored.

6. Privacy

Ankored treats all personal information it collects or receives through the Platform or Services in accordance with our Privacy Policy, incorporated herein by this reference. Some of our Services have additional, separate privacy notices or statements governing their use, each of which will be considered to form part of these Terms but may be separately provided or noticed to you depending on the Services used on the Platform.  By visiting the Platform or using the Services, you consent to the Ankored Privacy Policy and any additional, separate privacy notices or disclosures applicable to the Services, including all Third Party Services, you use.

7. Billing and Payment

a. Fees

If you subscribe to one of our paid Services, either as an Independent User or as an Organization, you acknowledge and agree to the billing and payment provisions in this section. You are responsible for paying all fees associated with the Services you have selected, as well as any applicable sales and use taxes for your purchase of Services based on the address that you provide at registration. All fees are quoted in United States dollars. The billing period any payment provisions will be outlined for you in your account settings or on an order form.

Each Independent User and Organization User is responsible for their own wireless and/or internet service provider fees, devices and equipment, sales taxes, and any other fees and charges necessary to access the Services.

Ankored may offer Independent Users and Organizations access to create accounts and use certain features at no cost on its Platform. Ankored reserves the right to change/terminate free access at any time with 15 days’ notice for any reason.

Ankored offers Organizations some ability to customize who pays for certain clearances and compliance requirements that cost money, for example, background checks.  For paid compliance requirements where the Organization has selected that the user will pay, Ankored will present the user with the ability to enter payment information and will be charged directly. Ankored may charge an additional processing and service fee to the user.

For Organizations that select to pay for certain clearances and compliance requirements Ankored will enable the Organization to enter payment information into the Platform and such Organizations authorize Ankored to charge the Organization for all the fees associated with the paid clearances and compliances undertaken by their users. Each Organization is specifically responsible for any and all fees, charges, and compliances run by the users associated with such Organizations in their account. It is the sole responsibility of the Organization to invite, authorize and monitor which users have access to join their Organization through Ankored as well as the decision of what paid or unpaid requirements, clearances, or compliances are assigned to users. Ankored may bill these costs either periodically, in aggregate, which is typically once per month on the 15^th of the month, or at its discretion may bill the charges individually as they occur. Ankored reserves the right to set and charge a service and processing fee in either case.

Ankored may offer Organizations the ability to purchase paid software-as-a-service features (SaaS) or other premium services from Ankored. These services are sold on an annual basis and are paid for by the Organization, in advance.  In the event of an upgrade or additional paid Service added to an Organization’s account, Ankored may at its discretion prorate the cost for the new Service for the remainder of the existing term or prorate the existing balance paid and begin a new one year term for the customer at the new price. The Organization is solely responsible for selecting which additional paid Services it chooses to purchase.

b. Payment Processing

All payments required for the Services are processed via our secure third-party payment gateway and may be subject to the third party's transaction fee. Please review our Privacy Policy for further information about your payment information and payment processing. Information collected through the third-party payment gateway (e.g., payment information, name, and address) may be accessible to Ankored but will not be used or stored by us. We are not liable for any issues arising from or related to your breach of any third-party payment gateway terms or policies, nor any security incident occurring on or through the third-party payment gateway's systems.

8. Organization Access

a. Organization Users

If you are an Organization User, you gain access to the Services pursuant to your Organization’s contract with Ankored. As an Organization User, your Organization controls the scope and duration of the Services available to you, and you will be able to use your Organization 's agreed-to Services until the expiration of the term of your Organization 's agreement with us. You understand and agree that Ankored is a service provider to your Organization, and has no control over your training, certifications, or any other outcomes related to your use of the Services. Please contact your Organization if you have any questions about your use of the Services as an Organization User, your User Data, or your relationship with your Organization. Additionally, Ankored will not be liable to you or any third-party for any termination or cancellation of your access to, or use of, the Services that were originally provided to you by your Organization.

b. Organization Responsibilities

Organizations will: (i) be responsible for compliance with these Terms by each Organization User; (ii) ensure that the number of Organization Users accessing the Services does not exceed permissible use of the Services, if applicable, pursuant to Organization's agreement with Ankored; (iii) be responsible for the accuracy and legality of any data (including personal information) input to the Services by Organization Users; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Ankored promptly of any unauthorized access or use; (v) use the Services only in accordance with these Terms, the documents referenced herein, and applicable law; and (vi) comply with the terms and conditions of any third party software with which you use the Services. Any use of the Services in violation of the foregoing by an Organization or its Organization Users that in our judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services.

c. Legal Compliance

If you are an Organization, you are solely responsible for using the Services in compliance with all laws and regulations that apply to you and your Organization Users, including without limitation the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Family Educational Rights and Privacy Act ("FERPA"), and the Fair Credit Reporting Act ("FCRA"), as applicable. You hereby grant Ankored unlimited permission to parse, store, and manage all User Data provided to Ankored by you, whether directly or via a third party at your instruction, to provide you the Services. You acknowledge and agree that you: (i) assume all responsibility for the potential identifiability of individual students whether by name or by inference according to FERPA, HIPAA, and FCRA guidelines; (ii) Ankored is not responsible for misuse or misinterpretation of User Data by your organization, anyone else in connection in any other way with your account, or by the public; and (iii) if you provide User Data to us via a third party, Ankored may only receive a link to view such User Data and, in such case we may not receive the actual User Data and therefore we cannot guarantee access to such User Data.

d. Minimum Requirements

As part of your obligations under this section, you agree to, at a minimum, take the following actions to the extent required by applicable law: (i) provide any and all necessary notices and obtain all required consents or authorizations from Organization Users to collect, process, transmit, or share User Data; (ii) upload or otherwise make available to Ankored a copy of each consent or authorization to the Services;(iii) set up and maintain user permission profiles related to your provision of the Services to your Organization Users that appropriately restrict access to User Data according to your internal policies and your Organization Users' roles and responsibilities within your organization; and (iv) provide adequate training to your Organization Users under applicable state and federal laws regarding the use of User Data.

e. FERPA

If you are an Organization subject to FERPA, you acknowledge and agree that: (i) Ankored is a contractor working on your behalf and is therefore considered a "school official" for FERPA purposes; (ii) you are contracting with us to store information about students in your organization; and (iii) if required by state or federal law, you have specifically listed Ankored and the applicable Services as one of your contractors. Additionally, you certify that you have indicated in your annual FERPA notification to parents that you use contractors to provide certain services on your behalf.

9. License Grant

In exchange for your agreement to these Terms, Ankored hereby grants you a revocable, non-transferable, non-exclusive license to access the Platform and any Services you select and use, all access shall be for personal, informational, or internal business purposes. Any documentation that accompanies the Services, whether in printed, electronic, or any other form, is subject to this license and these Terms.

The Platform, Services, and any Content available for viewing or licensing via the Services, including all Third-Party Content and Third-Party Services, are intended to be accessed and utilized solely by registered users of the Platform. You are specifically prohibited from: (i) copying or re-transmitting the Services or any Content or any portion thereof, without a valid license; (ii) downloading and/or using any of the Content available from the Platform without a valid agreement with the Third-Party Content or Third-Party Services provider or absent other agreements with Ankored; or (iii) manipulating or otherwise displaying the Services or any Content available from the Services including the Platform by using framing or other navigational technology. You are also prohibited from using any data mining, automated, robotic, or similar data aggregation or extraction methods or technologies on or in connection with the Services. Any unauthorized use of the Services or any Content available from the Platform or Ankored may violate applicable copyright and trade mark laws, right of privacy or right of publicity, and/or other proprietary rights and applicable laws, rules, orders, regulations or other legislation, which shall entitle Ankored or the Third-Party Content providers to take action against you including, without limitation, seeking injunctive relief, as well as damages in the form of actual damages for loss of income, profits derived from the unauthorized use and, where appropriate, legal costs, other costs of collection, and/or statutory damage. 

Certain areas of the Platform and Services are restricted to users that are party to a separate agreement with Ankored or other applicable terms and conditions. All obligations regarding areas of the Platform or Services governed by a separate agreement and these Terms shall not be construed to modify or alter any agreements relative to such areas. Ankored reserves the right to modify or terminate your Platform or Services access, impose limits on certain features, restrict your access to parts of or the entire Platform or Services, or charge fees for access to portions of the Platform or Services at any time and for any reason, without notice or liability. You acknowledge and agree that Ankored will not be liable to you or any third party if Ankored exercises this right.

10. Services Access

Ankored will use commercially reasonable efforts to maintain availability of the Platform, as well as the Services you sign up to receive. Notwithstanding the foregoing, you acknowledge and agree that there will be times when the Platform or Services will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, other users; and causes beyond our reasonable control. You further agree that we cannot guarantee complete security for any online transfer of information, and we will not be responsible for any User Data (defined below) lost or stolen while transmitting information on the Internet. We will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. It is your responsibility to keep copies of any User Data you upload to the Platform or Services. You are also responsible for obtaining and maintaining all internet connections, computer hardware, printers, and other equipment needed for access to and use of the Platform or Services, and for all charges related thereto. We will not be liable for any lack of Platform or Services caused by your device or your internet or wireless service provider, nor any damages to your equipment resulting from your use of the Platform or Services, nor for any delays, interruptions, or other transmission errors of any kind resulting from any lack of Platform or Services.

11. Content and Ownership

a. Content

Unless otherwise expressly indicated, the information contained on this Platform and in the Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing on the Platform or in the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks, on the Platform or in our Services, are copyrights, trademarks, trade dress or other intellectual property (collectively, the "Content") owned, controlled, or licensed by Ankored or are the property of their respective owners. The Content is protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. Neither these Terms nor your use of the Platform or Services transfers any right, title, or interest in the Platform or Services or Content thereof to you. All rights not expressly granted under these Terms are reserved by Ankored. Only a duly authorized officer of Ankored may grant permission or a license to use any of our Content; any attempted grant or similar promise by anyone other than a duly authorized officer of Ankored is invalid.

b. Copyright

You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Content without the prior written permission of Ankored. You may only display, download, or print the Content for the purpose of using the Services as an internal or personal business resource. 

c. Trademarks

Ankored's trademarks, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of Ankored. You may not use any meta tags or any other hidden text utilizing an Ankored name, trademark, or product name without Ankored's prior written permission. Third party trademarks and service marks used in our Services are the property of their respective owners, and we use them with their consent. Ankored and the other licensors of the marks in our Services reserve all rights with respect to all Content and all intellectual property.

d. Third Party Materials

Third Party Content and Third-Party Services on the Platform or in the Services are furnished by third parties other than Ankored and all trademarks, trade names, logos, product, or service names for such Third-Party Content and Third-Party Services are the trademarks, registered or unregistered, of their respective owners.

e. User Data

Any data or information submitted or generated by you as an Independent User or Organization User or otherwise obtained from you as a result of your use of the Services, including without limitation biographical and demographic information and data about you, your education or employment information, and your continuing education courses ("User Data") is owned exclusively by you. In exchange for Ankored making the Services available to you under these Terms, you hereby grant Ankored and the Organization to whom you are submitting such User Data, as well as any new Organizations you join through Ankored, an unrestricted, royalty-free, irrevocable license: (i) to maintain, distribute, and make available your User Data to your Organization(s) or to current or potential employer(s), healthcare providers who may contract for your services, and accreditation or licensing organizations; (ii) to maintain, distribute, and use aggregate compilations of User Data; (iii) to fulfill and manage purchases of the Services; (iv) to provide you with information related to our other Services that may be of interest to you; and (v) to provide, maintain, protect, and improve the Services (including the development of new Services).

f. Feedback

You may from time-to-time provide us with materials, communications, suggestions, comments, improvements, ideas or other feedback related to the Platform or our Services ("Feedback"). You hereby additionally grant to us all rights, titles, and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Platform or our Services any of the Feedback. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.

By uploading, transmitting, or posting any content to the Platform related to Feedback or commentary regarding the Platform or Services, you grant Ankored a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute such content in its entirety or in part for any purpose.

g. Monitoring

Ankored has no obligation to monitor User Data or Feedback. However, Ankored reserves the sole right to review, modify, distribute, remove, or delete any User Data or Feedback at any time. Ankored also reserves the right at all times to disclose any information as Ankored deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Ankored's sole discretion.

h. Unsolicited Submissions

Ankored does not seek or accept unsolicited ideas, works, materials, proposals, suggestions, artwork, content or the like, including for advertising campaigns, promotions, products, services, technologies, product enhancements, processes, product names, or creative materials (collectively, "Unsolicited Submissions") in any form unless specifically provided in a separate written agreement. If you submit an Unsolicited Submission despite our assertion that it will not be accepted, then regardless of the contents of your Unsolicited Submission or correspondence, you understand and agree that the following terms will apply: (i) your Unsolicited Submissions and their contents will automatically become the property of Ankored, without any compensation to you; (ii) there is no obligation for Ankored to review, consider, or otherwise use the Unsolicited Submissions; (iii) Ankored may use or redistribute the Unsolicited Submissions and their contents for any purpose and in any way; and (iv) there is no obligation to keep any submissions confidential.

12. Acceptable Use

a. Acceptable use Standards

Your use of the Platform and Services must comply with Ankored's Acceptable Use Standards described in this section. You hereby agree to not:

i. Send messages that violate the CAN-SPAM or other anti-spam laws;

ii. Use the Service for any unlawful or abusive purpose or in any way which interferes with our ability to provide the Services to other Organizations or potential users or in a manner that may impose an unreasonable burden or load on the Platform or Services or our servers and infrastructure;

iii. Upload, post or otherwise distribute or facilitate the distribution of a software virus or any other computer code that is designed or intended to disrupt, damage, or limit the functioning of the Platforms or Services, or to obtain unauthorized access to the Platforms or Services or any data or other information of any third party

iv. Use purchased, rented, or third-party lists of email addresses;

v. Use a false e-mail address, impersonate any person or entity, or otherwise mislead us or other Organizations or users as to your identity;

vi. Post false, inaccurate, misleading, defamatory, or libelous content (including Personal Information);

vii. Use the Services in a manner that might confuse others as to Ankored's identity or disparage us;

viii. Commercialize, rent, retransmit, disclose, publish, resell, assign, lease, sublicense, market or transfer the Services or any portion of it (including the Contents);

ix. Copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services without Ankored's permission;

x. Harvest or otherwise collect information about other users, including email addresses, without their consent;

xi. Remove, change, or obscure any copyright, trademark, or other proprietary rights notice or any identification marks or notices of proprietary rights and restrictions from the Services, any elements of the Services, or materials, or documentation within the Services;

xii. Redistribute, copy, reproduce, or disseminate to any person any information or content (except for content created by and about you for your personal use) without Ankored's prior written consent; or

xiii. Upload, post, transmit, or otherwise distribute or facilitate the distribution of content, data or information that is fraudulent or infringes the rights of any third party, including, without limitation, patent, trademark, copyright, right of publicity, or other proprietary rights, or in any other manner that is deemed objectionable by Ankored in our sole discretion.

Additionally, tampering with the Platform or Services, conducting fraudulent activities on the Platform or Services, and all other illegal activities are prohibited and may subject you to legal action and/or termination of access to the Platform or Services. We reserve the right to establish and revise these Acceptable Use Standards from time to time in our sole discretion.

We reserve the right to interrupt or restrict Service at any time, without notice to you, if we suspect you have violated our Acceptable Use Standards or otherwise engaged in fraudulent, abusive, or unlawful activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe as set forth from time to time at the sole discretion of Ankored. You also agree that we may report any activity that we suspect is unlawful to appropriate government authorities and to cooperate with any investigation conducted by any government authority.

b. Links to the Platform

Unless you and Ankored have agreed otherwise in writing, you may not link or hyperlink to the top-level home page of the Platform from any website, unless: (i) you do not frame the Platform or any portion of the Platform; (ii) the hyperlink to the Platform is not used in a way that suggests that Ankored endorses you or your website; (iii) the link to the Platform is not used or presented in any way that disparages Ankored or tarnishes, blurs, or dilutes the quality of Ankored's name or trademarks or any associated goodwill; and (iv) the link to the Platform is not displayed on any web page that displays objectionable content or links, including but not limited to, any content or information that: (A) is libelous or defamatory, pornographic, sexually explicit, unlawful, or plagiarized; (B) a reasonable person would consider harassing, abusive, threatening, harmful, profane, obscene, racially, ethnically, or otherwise objectionable or offensive in any way; (C) constitutes a breach of any person's privacy or publicity rights, a misrepresentation of facts, hate speech, or an infringement of any third party's intellectual property or proprietary rights; or (D) violates or encourages others to violate any applicable law.

13. Beta Versions

We may make new versions of the Services available prior to their release to the general public, for testing and evaluation purposes ("Beta Versions"). Beta Versions are subject in all respects to these Terms, except that we may discontinue a Beta Version or your ability to use it at any time, with or without notice and without further obligations to you. You agree to notify us of all comments or suggestions about Ankored, including without limitation any problems and ideas for improvements, which come to your attention during its use of the Beta Version. By permitting you to access, download, install, or use a Beta Version, Ankored does not grant any additional right to you under any copyrights, patents, trademarks, or trade secret information.

14. Copyright Infringement

In accordance with the US Federal Digital Millennium Copyright Act ("DMCA"), Ankored has designated an agent to receive notifications of alleged copyright infringement associated with the Platform or Services. Ankored will, upon receiving proper notice as set forth below, use commercially reasonable efforts to investigate notices of copyright infringement and take appropriate action. If you believe that your copyrighted work or the copyrighted work of another party is being infringed, please notify the designated agent, Ankored, Inc. Attn: Ankored, Inc 399 Boyston Street, STE 650, Boston, MA 02116 or by email at legal@ankored.com, or by phone at (508) 290-8363‬.

When notifying Ankored of the alleged copyright infringement or other violation of intellectual property rights, please provide the following information:

• an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;
• description of the copyrighted work or other intellectual property that is claimed to have been infringed.
• a description of where the material that is claimed to be infringing is located on the Platform;
• the claiming party’s address, telephone number, and email address.
• a statement by the claiming party that it has a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law; and
• a statement by claimant, made under penalty of perjury, that the above information in the notice is accurate and that claimant is the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner's behalf.

If material is believed in good faith by Ankored to infringe a copyright or otherwise violate any intellectual property rights, Ankored will remove or disable access to the material. If you knowingly misrepresent that material is infringing, you may be subject to liability.

15. Ankored Communications

a. Service Messages

Ankored may use your contact information to communicate with you about your use of the Services. You understand that you receive these communications as part of your use of the Services, and you will not be able to opt out from receiving these service announcements and administrative messages.

b. Text Messages

If you provide your wireless phone number, you consent to Ankored sending you informational text messages related to the Services, including security authentication text messages. The number of texts that we send to you will be based on your circumstances and requests. You can unsubscribe from text messages by replying STOP or UNSUBSCRIBE to any of these text messages. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.

c. Marketing Messages

We may also send you marketing communications by email, mail, or other means in compliance with applicable law. As part of our policy to provide you total privacy, we provide you the option of opting out from receiving marketing communications.

16. Mobile Application

If you use our Services via a mobile application, you must have a compatible mobile telephone or handheld device, Internet access, and the necessary minimum specifications ("Software Requirements") to use the mobile application. The Software Requirements for Apple iOS devices and Android OS devices can be found on the relevant App Store page. Ankored software may be upgraded from time to time to add support for new functions and services. Ankored may request certain privacy permissions from time to time such as access to your calendar, device camera or microphone, or other apps and associated features on your device. You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using Ankored. Data and messaging charges may apply to your use of Ankored or any text messaging or photo sharing features you use via Ankored. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access Ankored, you will be assumed to have received permission from the bill payer for using Ankored.

17. Security

You are strictly prohibited from violating or trying to violate Ankored's security features, such as by:

a. Accessing data not intended for you or logging onto a server or an account which you are not authorized to access;

b. Attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing;

c. Attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Platform, overloading, "flooding," "spamming," "mail bombing" or "crashing"; or

d. Sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.

You hereby agree not to use any device, software, or routine to interfere or try to interfere with the proper working of the Platform or Services or any activity being conducted on via the Platform or Services. You further agree not to use or try to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Platform or Services other than the search engine and search agents that we make available via the Services and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.

18. Third Party Content

The Platform or Services may contain access to content, features, or services or links to Third Party Services ("Third Party Content"). This access is provided solely for your convenience. Ankored is not responsible for Third Party Services or Third-Party Content, nor do we make any representations about the content or accuracy of material on any Third-Party Services or Third-Party Content. Inclusion of any Third-Party Content on the Platform or Services does not imply Ankored's approval or endorsement thereof. Please be aware that when you use Third Party Services or content or click on links that take you to external websites, you do so at your own risk, and you will be subject to third party privacy policies and practices, not ours. Any concerns regarding Third Party Services or Third-Party Content should be directed to the third party owner or operator. Ankored:

• Makes no warranty or other agreements regarding such Third-Party Content or Third-Party Services;
• Has no responsibility for the contents of such Third-Party Content or Third-Party Services; and
• Will not be liable for any loss or damage caused by your use of or reliance on such Third-Party Content or Third-Party Services.

19. Disclaimer of Warranties

YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN RISK. ANKORED MAKES NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE PLATFORM OR SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY, OR COMPLETENESS THEREOF. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE," AND "WHERE-IS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD-PARTY RIGHTS. Ankored does not warrant that the Platform or Services will meet all your requirements or that its operations will be uninterrupted or error free, or that any defects will be corrected. No oral or written information, representation, or advice given by Ankored shall create a warranty without a writing signed by Ankored reflecting the creation of such warranty.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANKORED SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE PLATFORM OR SERVICES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ANKORED SHALL NOT BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED  WITH  ALL  OTHER  CLAIMS,  EXCEED  THE AGGREGATE OF THE FEES  PAID  BY  YOU TO ANKORED FOR SERVICES DURING THE THREE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY OR, IF NO FEES WERE PAID DURING SUCH THREE MONTH PERIOD, ONE HUNDRED U.S. DOLLARS ($100), IN EACH CASE, WHETHER OR NOT ANKORED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If any exclusion, disclaimer or other provision contained in THESE TERMS is held to be invalid for any reason by a court of competent jurisdiction and WE become liable thereby for loss or damage that could otherwise be limited, such liability, whether in contract, tort, or otherwise, will not exceed the amount actually paid FOR YOUR USE OF the PLATFORM OR SERVICES. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation may not apply to You.

Any claim or cause of action arising out of your use of the Platform or Services or these Terms must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary.

21. Indemnification and Release

You agree to defend, indemnify, and hold harmless Ankored and its officers, directors, employees, licensors, representatives, and/or agents at all times from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and/or expenses (including, without limitation, reasonable attorney's fees) in connection with or as a result of any claim that arises from your breach of these Terms.

In connection with any activity engaged in by any user of the Platform or Services with any Organization, employer or other institution, users agree to release and hold harmless Ankored and its respective parents, subsidiaries, affiliates, and each of their respective officers, directors, employees, shareholders, representatives, and agents (the "Released Parties”) from and against any claim or cause of action, including injuries, arising out of a user’s participation in such activity. This release includes any disclosure of eligibility-related data, including but not limited to birth certificates, medical waivers, proof of vaccination and certification, which has been requested by an Organization, or other authorized user of the Platform to determine eligibility. Nothing in these Terms excludes or limits Ankored’s liability for death or personal injury arising from negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law.

22. Dispute Resolution

a. Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice-of-law provisions. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Willimington, Delaware, USA to enforce these Terms.

b. Class Action Waiver

YOU HEREBY WAIVE ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AGAINST ANKORED RELATED TO ANY CLAIM, DISPUTE, OR CONTROVERSY, AND, WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS PROCEEDING AGAINST ANKORED OTHERWISE COMMENCED ON OR AFTER THE EFFECTIVE DATE OF THESE TERMS.

c. Arbitration Agreement

Any controversy or claim between you and Ankored arising out of or relating to: (i) these Terms, or the breach thereof; (ii) your access to or use of the Services; or (iii) any alleged violation of any federal or state or local law, statute or ordinance (each such controversy or claim, a "Claim"), shall be resolved exclusively by a binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Claims shall be heard by a single arbitrator. Arbitrations shall be held in Essex County, Massachusetts but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the Federal Arbitration Act and by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of laws principles. The prevailing party shall be entitled to an award of reasonable attorneys' fees. In arbitration, the parties give up their right to have their Claim decided by a judge or jury, and their Claim is instead decided by an arbitrator. Discovery rights and appellate rights in arbitration are more limited than in court. The arbitrator shall issue a reasoned award in writing, including all findings of fact and law upon which the award was made. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

YOU AND ANKORED AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND ANKORED AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SECTION, AND IF THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE, OR ILLEGAL BY A COURT OF COMPETENT JURISDICTION, THEN SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR. NOTWITHSTANDING THE FOREGOING, IF ANY CLAIM IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN ESSEXCOUNTY, MASSACHUSETTS, WHICH IS THE PLACE OF PERFORMANCE OF THESE TERMS.

23. General Terms

a. Geographic Limitations

The Platform and Services are provided from Ankored's headquarters in the United States. You acknowledge that you may not be able to access all or some of the Platform or Services from outside of the United States and that access thereto may not be legal by certain persons or in certain countries. You agree to comply with all applicable local, state, federal, and foreign laws in accessing the Platform and using the Services. Ankored makes no representation that the Platform or Services comply with legal or regulatory requirements of jurisdictions outside the United States. You are solely responsible for notifying Ankored if your use of the Platform or Services or these Terms violates any law, regulation, or rule of your locality. Use of the Platform or Services from jurisdictions where such access is illegal is prohibited. Ankored is not responsible for any violation of law in relation to your use of the Platform or Services. If you or your Organization User choose to use the Platform or Services from other jurisdictions, such use is at your own initiative and you are solely responsible for compliance with applicable local laws.

b. Export Controls

You agree to use the Services in compliance with U.S. export control laws, and that you will not export the Services to countries, persons or entities prohibited by such laws. You also agree to not submit the Services to any government agency for licensing consideration or other regulatory approval without our prior written consent.

c. Relationship; Assignment

The relationship of the parties hereto is that of independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and Ankored as a result of these Terms or your or your Organization Users' use of the Platform or Services. These Terms and all of your rights and obligations under it are not assignable or transferrable by you without the prior written consent of Ankored. We may, at any time, sell, transfer, or assign any or all of our rights and obligations under these Terms.

d. No Third-Party Rights

You acknowledge that the Platform and Services and these Terms are for your exclusive benefit. Nothing in these Terms shall be interpreted as creating third-party beneficiary rights.

e. Consent to Do Business Online

By accessing our Platform, subscribing to Services or creating a Ankored account, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to: (i) Ankored communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, "Records") from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. We will use electronic documents for all communications, notices, agreements, disclosures, authorizations, and other documents necessary to provide you with the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at legal@ankored.com. Agreements and transactions executed prior to this request will remain valid and enforceable.

f. Severability; No Waiver

If any provision in these Terms is found by a court or arbitrator to be invalid, the parties agree that the court or arbitrator should give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect. Ankored's failure to act with respect to any breach hereof does not constitute a waiver of our right to act with respect to subsequent or similar breaches.

g. Entire Agreement

These Terms and the agreements referenced herein constitute the entire agreement between the parties with regard to the subject matter in these Terms and supersede all prior understandings and agreements, whether written or oral, as to the subject matter.

h. Term and Termination

These Terms will remain in effect as long as you access the Platform or use the Services. You may change or cancel your Services by adjusting your settings in your account or by contacting us at support@ankored.com.

These Terms and the license granted to you hereunder will terminate automatically if you are no longer eligible to access the Platform or receive the Services, if you breach these Terms, or for any other reason at our sole discretion.

The following provisions shall survive any termination of these Terms: Sections 8, 11, 18, 19, 20, 21, 22, and 23.

i. Changes to Terms

Ankored reserves the right to change these Terms at any time. Please review these Terms periodically for any updates or changes. Your continued use of the Platform or Services following the posting of any updates or changes to these Terms constitutes your acceptance of the changes. If you object to any provision of these Terms or any subsequent modifications to these Terms, your only recourse is to terminate your use of the Platform and Services immediately.

j. Contact Ankored

If you have any questions about these Terms, the Platform or Services, or Ankored's practices of Ankored, please contact us at support@ankored.com. You may also contact us to update your personal information.

Ankored Additional Terms and Conditions for Organizations

These Ankored Additional Terms and Conditions for Organizations (“Terms and Conditions”) are incorporated by reference into the Terms of Service above. The Terms of Service and these Terms and Conditions (collectively the “Agreement,” as may be amended, supplemented and/or modified from time to time), constitute the entire agreement between the Organization (as defined in the Terms of Service) and Ankored, Inc. (“Ankored”). Failure to abide by the terms of the Agreement may result in immediate suspension and/or termination of Organization’s access to and use of the Services, in Ankored’s sole discretion.

1. Restricted License.

Ankored grants to Organization and the persons that Organization permits to access the Services (“Permitted Users”) a restricted personal, non-exclusive, non-transferable, non-sublicenseable, revocable license to obtain and use the Services and the information derived from the Services (“Content”) as permitted in the Agreement. Organization agrees its and its Permitted Users’ use of the Services and Content will comply with the Agreement and all applicable laws, rules, regulations and regulatory directives.

Upon termination of the Agreement, Organization shall immediately cease use of the Services and Content and promptly return to Ankored or purge and destroy the Content taking measures in accordance with industry standards to protect against unauthorized access to or use of the Content, including, but not limited to, purge and destruction being undertaken in a manner that renders same completely non-reconstructible, unusable, and undecipherable. Upon request, Organization shall certify in writing to Ankored that such purge and destruction has occurred. Organization recognizes that Ankored will suffer irreparable harm, and that monetary damages may be incalculable and/or inadequate in the event that Organization retains Content in breach of this Agreement, and therefore, such breach shall be entitled to remedy by injunctive relief, in addition to any and all other relief which may be available at law or at equity.

2. Fees and Payment.

Organization agrees to pay all charges and fees applicable to the Services. All accounts are subject to a minimum monthly fee as determined by Ankored’s then-current fee schedule. Unless otherwise agreed to in writing between Organization and Ankored, all fees and applicable charges may be revised from time to time without notice to Organization. All current and future pricing documents and schedules are deemed incorporated herein by reference. Fees and charges not timely paid may result in immediate account suspension and/or termination. Delinquent payment, customer-initiated termination, or suspension due to violations of these Terms and Conditions or Ankored policies and procedures may be subject to additional reconnection fees. To avoid the monthly minimum fees and/or fees and charges set forth in this Agreement and in any executed Pricing Supplement, Organization must terminate account prior to the first day of the month. If account is terminated after the first day of the month, the monthly minimum fee and/or monthly fees outlined in the Pricing Supplement will apply; however, no further charges will be incurred. Organization will not receive a refund for the remainder the billing month. For any past due outstanding amounts and without limiting any of Ankored’ remedies for non payment or late payment of invoices, invoices not timely paid may be subject to a late charge of one and one-half percent (1.5%) per month (18% per year) or the maximum allowed by law, whichever is less. If collection efforts are required, Organization shall pay all costs of collection, including reasonable attorneys’ fees. Any delinquent Organization account may result in Ankored reporting to Dun & Bradstreet or other business credit reporting agencies. Organization shall pay any and all costs, taxes (excluding federal and state income taxes on the overall income of Ankored) or other similar assessments or charges payable or ruled payable by any governmental authority in respect of the Agreement or the transactions contemplated hereunder, including all interest and penalties, if any.

By providing payment information online and/or directly to Ankored, Organization authorizes Ankored to charge credit card or other account designated for such purpose (“Payment Source”). A prior authorization may be requested from the Payment Source during the free trial period to ensure it is valid, but Payment Source will not be charged for usage fees until the end of the first billing month, provided that Organization has not cancelled account prior to the end of the free trial. If Organization does not cancel account beyond the trial period, account access will automatically continue without interruption and the applicable fee(s) will be billed to the Payment Source. Organization will still be responsible for any applicable site visit fee incurred, regardless of whether or not the account has been canceled during or after the free trial. In the event that Ankored is unable to charge Organization Payment Source, failure by Organization to provide a valid Payment Source in a timely manner may result in account suspension and/or termination. Ankored is not responsible for any overdraft/over-the-limit charges or bank fees resulting from processing of account charges.

3. Audit.

Organization understands and agrees that, Ankored, including its parents, affiliates and subsidiaries may request information of Organization and its Permitted Users and/or perform initial and periodic on-site audits, in each case for the purpose of investigating and confirming that Organization and its Permitted Users intend to use the Services for a permitted use and that Organization and its Permitted Users are acting in accordance with the Organization Agreement and applicable law.

Organization shall promptly comply (and cause its Permitted Users to comply) with any requests for information, and understands and agrees that, upon reasonable notice, Ankored, including its parents, affiliates and subsidiaries, may conduct on-site audits of Organization and its processes and procedures related to Organization’s and its Permitted Users’ use, storage, and disposal of Services and Content. Organization shall fully cooperate with such reviews and audits and shall cause its Permitted Users to do the same. Violations discovered in any review or audit may be subject to immediate action including, but not limited to, legal action, suspension of the provision of Services, termination of the license, reactivation fees, and/or referral to federal or state regulatory agencies.

4. Compliance with Law.

By accessing or using Services, Organization represents and warrants that Organization shall comply with all applicable federal and state law, including but not limited to the Drivers Privacy Protection Act, the Fair Credit Reporting Act, the Equal Employment Opportunity Act, and the Gramm-Leach-Bliley Act. Organization represents and warrants that it shall comply (and cause its Permitted Users to comply with) with all applicable federal, state and local laws, statutes, rules and regulations including, but not limited to, Section 6802(e) of the Gramm-Leach-Bliley Act (“GLBA”), Title V, Subtitle A, Financial Privacy (15 U.S.C. § 6801–6809) and the United States Federal Trade Commission rules promulgated thereunder, all other applicable privacy laws, “do not call” laws, the Drivers Privacy Protection Act (18 U.S.C. § 2721 et seq.) (“DPPA”) and similar and/or associated state laws and regulations governing the use and disclosure of drivers’ license information, and the Telephone Consumer Protection Act (47 U.S.C. § 227) (“TCPA”) and similar and/or associated state laws and regulations, as they each may be respectively interpreted from time to time, by competent legislative, regulatory or judicial authority.

5. Drivers Privacy Protection Act (“DPPA”) Data.

If Organization or one of its Permitted Users receives Content subject to DPPA, Organization hereby certifies that use such Content will only be used for one of the permitted uses under the DPPA as set forth in 18 U.S.C. § 2721(b).

6. Fair Credit Reporting Act.

Ankored is not a “consumer reporting agency,” as defined by the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) (“FCRA”) and Services do not constitute a “consumer report,” as defined by FCRA and shall not be subject to the FCRA requirements relating to disputes, access, accuracy or otherwise. Content may not be used in whole or in part as a factor in determining eligibility for credit, insurance, or employment or for any other purpose contemplated by the FCRA.

Organization shall not take (and shall cause its Permitted Users not to take) any “adverse action,” as defined in the FCRA, or otherwise act in a manner that is contrary to a consumer’s (as defined in the FCRA) interest unless the basis for doing so is information Organization obtains from a source other than Ankored Services.

 

7. Death Master File (“DMF”) Data.

Certain data provided by Ankored as part of Services may include information obtained from the Limited Access Death Master File (“LADMF”) made available by the US Department of Commerce National Technical Information Service (“NTIS”) and subject to regulations found at 15 CFR Part 1110. All Ankored subscribers are required to comply with all applicable laws and, if Organization is granted access to LADMF data, Organization and its Permitted Users certifies compliance with 15 CFR Part 1110. Organization’s failure to comply with 15 CFR Part 1110 may subject Organization to penalties under 15 CFR 1110.200 of $1,000.00 for each disclosure or use, up to a maximum of $250,000.00 in penalties per calendar year.]

8. Content Restrictions.

Organization shall not, and shall not permit any permitted user to: (a) except as otherwise expressly permitted herein, copy all or any portion of any Content and related materials for purposes not permitted by the Services; (b) decompile, disassemble or otherwise reverse engineer the Content or related materials; (c) modify, translate, or otherwise create any derivative works based upon the Content or related materials; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge or otherwise transfer the Content or any materials derived therefrom, in whole or in part, to any third party; or (e) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on the Content or related materials.

9. Incarceration and Arrest Search.

If Organization or one of its Permitted Users receives incarceration and arrest search information as part of the Services, such search and the information obtained therefrom is to be used for investigative purposes, including collections, skip tracing, and corporate due diligence purposes, and may not be used for program integrity (that is, integrity of public assistance programs to detect and deter fraud, waste and/or abuse and confirm compliance with applicable law) or for regulatory licensing purposes, without the prior written consent of Ankored.

10. Relationship.

The parties are independent contractors. Nothing in these Terms and Conditions or in the activities contemplated by the parties hereunder shall be deemed to create an agency, partnership, employment, outsourced service or joint venture relationship between the parties.

11. Modifications.

Modifications to these Terms and Conditions are only binding upon Ankored if contained in a written amendment signed by authorized representatives of Ankored.

These Terms and Conditions are subject to change from time to time. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof which may be given by any reasonable means, including, but not limited to, [email or posting such changes on Ankored’s website]. By continuing to use the Services, Organization acknowledges and agrees that it shall be bound by any such modifications.

12. Confidentiality; Reservation of Rights.

Organization shall (and cause its Permitted Users to) hold in confidence and shall (and shall cause its Permitted Users to) not disclose, in whole or in part, information relating to Ankored’s business, including, without limitation, products, services, systems, processes, pricing, data sources, test results, and other Ankored technical and financial information, including the terms of the Agreement, as well as Ankored Services and Content, and any analyses, compilations and reports derived from any of the foregoing.

Ankored and Organization acknowledge that they each may have access to confidential information of the disclosing party relating to the disclosing party’s business including, without limitation, technical, financial, strategies and related information, computer programs, algorithms, know-how, processes, ideas, inventions, schematics, trade secrets, and other information (whether written or oral), and in the case of Content, product information, pricing information, product development plans, forecasts, the Ankored Services, other business information, and any information that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure (“Confidential Information”). Confidential Information shall not include information that: (i) was known to the receiving party, as demonstrated through its written records, prior to the time of receipt under the Terms of Service and these Terms and Conditions; (ii) is or becomes public or available to the general public (through no improper action or inaction by the receiving party); (iii) was independently developed without use of any Confidential Information of the disclosing party by employees of the receiving party who have had no access to such Confidential Information; or (iv) was lawfully disclosed to the receiving party by a third-party and received in good faith and without any duty of confidentiality by the receiving party or the third-party; provided, however, that none of the foregoing exclusions shall apply to any personally identifiable information protected under applicable laws. Each receiving party agrees not to disclose any Confidential Information or information derived therefrom to any third-party and shall protect the confidentiality of the Confidential Information with the same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree of care.

Notwithstanding the foregoing, the receiving party may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that the receiving party shall give the disclosing party prompt written notice of such subpoena, court order or other governmental authority so as to allow the disclosing party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information.

Each party’s obligations with respect to Confidential Information shall survive the termination of the Agreement. In the event that Organization has or acquires actual knowledge of any breach of the confidentiality of, or the misappropriation of, any Ankored Confidential Information received under this Agreement, Organization shall promptly give notice thereof to Ankored.

Organization shall not issue any news releases, advertising or promotional releases relating to this Agreement without the prior written approval of Ankored. Such approval shall not be unreasonably withheld. Prior to responding to any inquiry, that either party receives from news media concerning this Agreement, Organization shall coordinate its response with Ankored.

Organization acknowledges that Ankored has expended considerable time, effort and funds to create, compile and generate the Ankored Services and Content. Except for the limited access and use rights granted in the Agreement, Ankored and its data sources retain all respective rights, titles and interests in the Ankored Services and Content, and Organization is not granted any ownership rights or title thereto, whether by estoppel or otherwise. Organization shall not (and shall cause its Permitted Users not to) use the Ankored Services or Content in any way that may infringe any copyright or other proprietary interests of Ankored or a third party. Ankored shall own Organization’s input data used to access the Ankored Services and may use such data for any purpose consistent with applicable federal, state and local laws, rules and regulations.

Each party acknowledges that any breach of any of Organization’s obligations with respect to confidentiality or use of Ankored Confidential Information hereunder is likely to cause or threaten irreparable harm to Ankored. The parties therefore agree that in the event of such breach by Organization, Ankored shall be entitled to seek equitable relief to protect its interests, including but not limited to preliminary and permanent injunctive relief, without the necessity of proving any actual damages sustained by Ankored, and without the requirement of bond or security, as well as monetary damages. Moreover, any such award of relief to Ankored shall include recovery of all actual and reasonable costs associated with enforcement of this Agreement including, without limitation, attorneys’ fees. The parties hereto acknowledge their respective obligations to control access to technical information and material under the U.S. Export Laws and Regulations and agree to adhere to such Laws and Regulations with regard to any technical information and material received under this Agreement.

13. Access, Use and Security Requirements.

Ankored Services may only be accessed from within the United States or other country approved by Ankored, as set forth in Section 23(a) of the Terms of Service (“Geographic Scope”). Ankored reserves the right to immediately suspend or terminate the Ankored Services if Organization or one of its Permitted Users accesses Ankored Services or Content from outside of the Geographic Scope.

Ankored reserves the right, in its sole discretion, to determine, at a frequency in its sole discretion, the equipment or software required to access the Ankored Services. By way of example and not limitation, requiring that certain web browsers be used for online access to the Ankored Services.

Organization and its Permitted Users shall use Ankored Services and Content for their exclusive one-time use. Organization may not identify Ankored as the source of the Content, and the Ankored Services may not be delivered or resold to or filed with third parties. Organization shall not, directly or indirectly, use, reproduce, re-transmit, re-publish, resell, license, sublicense, reverse engineer, derive other work from, or transfer Ankored Services, Content, and/or any information derived from either, for any purpose other than as expressly permitted in this Agreement.

Organization shall not use the Ankored Services and/or Content for marketing purposes without the prior written consent of Ankored.

Organization shall not use the Ankored Services and/or Content for any impermissible purpose, including, but not limited to, using the Ankored Services and/or Content to impermissibly track, monitor, or otherwise target a person based upon race, color, ethnicity, religion, or sexual orientation.

If Organization is a government entity or law enforcement agency, the following additional use restriction applies: Organization shall not use the Ankored Services and/or Content to impermissibly track, monitor, or otherwise target a person solely because they engaged in lawful protests, demonstrations and/or public gatherings.

Organization must (and, as applicable, must ensure that its Permitted Users): (i) not disclose its Ankored ID(s) and Ankored password(s) to anyone other than its Permitted Users, even if such individuals claim to be employees of Ankored; (ii) secure all devices used to access Ankored Services as well as all hard copies and electronic files of Content to prevent unauthorized access; (iii) permanently destroy all hard copies and electronic files of Content when no longer needed and when applicable regulation(s) permit destruction; (iv) have their workstations configured to automatically lock after fifteen (15) minutes of inactivity, or set online timeout settings for any Ankored Services session to no more than fifteen (15) minutes and (v) not access and/or use the Ankored Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by Ankored. Any password / Ankored ID issued to Organization is personal and confidential to the Organization. If Ankored suspects that any such password / ID is being used by an unauthorized user or a different authorized user to the person to whom it was issued, that password / ID may be cancelled and Organization may be liable for additional charges, in accordance with Ankored’s then current pricing for the applicable Ankored Services, in respect of any such unauthorized use.

Organization and its Permitted Users are authorized to access the Ankored Services and in no event will Organization’s or its Permitted Users’ use of the Ankored Services be considered unauthorized so long as Ankored has not suspended or terminated the Ankored Services with respect to Organization. Organization’s, and its Permitted Users’, use of the Content must comply with the terms of this Agreement. In the event that Organization designates Permitted Users in a way that is inconsistent with the Agreement or Organization’s Permitted Users use the Ankored Services for purposes other than Organization’s internal business purposes, Ankored reserves the right to immediately suspend or terminate Organization’s account.

Organization represents and warrants that it will conduct, or has conducted, the appropriate level of background screening, including but not limited to, criminal history screening and drug testing (where permitted by applicable law), on its Permitted Users prior to access to Ankored Services being granted to its Permitted Users. Organization agrees to retain documentation which validates the appropriate level of screening requirements has been completed and allow Ankored to review such documentation upon request. Organization further agrees to maintain and follow a written procedure for how it will comply with the screening of permitted users. If the permitted user satisfies the appropriate screening requirements prior to being given access to Ankored Services, but Organization subsequently becomes aware of any information that would result in a permitted user failing the appropriate screening requirements, Organization shall immediately remove the permitted user’s access to Ankored Services.

Organization represents and warrants it has the right and/or authorization to provide and/or make available any and all inquiry data and/or input data, including, but not limited to, data obtained from third parties, to Ankored (a) for its use in providing the Ankored Services hereunder, (b) to process and use data derived from the information provided by Organization to develop, train, and use Ankored AI Technologies, develop additional Ankored products and services, and (c) to fulfill other lawful purposes, consistent with the Ankored Privacy Policy (available at ankored.com/privacy-policy). “AI Technology” refers to machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment.

Organization represents and warrants that it will not access or use the Services, including any services provided by third parties, in order to build competitive product(s) or service(s).

Organization agrees to be responsible for all access to and use of the Ankored Services and Content by Ankored IDs created by or on behalf of Organization or its Permitted Users, whether Organization authorized such use or not. Organization agrees to ensure all use of the Ankored Services and Content by Ankored IDs created by or on behalf of Organization or permitted user complies with the Agreement and applicable law.

Organization further agrees to designate an account administrator to ensure compliance with this Agreement by all Permitted Users. Specifically, the account administrator is responsible for (i) allowing only appropriate individuals to obtain Ankored Services in compliance with this Agreement; (ii) monitoring appropriate use of Ankored Services by the Organization and its Permitted Users; (iii) maintaining accurate records of all current Permitted Users with access to Ankored Services, and all former permitted users who have ever accessed them; (iv) issuing guidelines for the appropriate use of Ankored Services by its Permitted Users; (v) ensuring that each of its Permitted Users is accessing Ankored Services with only thier own individually-assigned username and password; and (vi) terminating access when a permitted user’s access is no longer necessary or a permitted user or is suspected of improper use of Ankored Services. Organization will employ appropriate policies and procedures to control access and security of usernames, passwords, and terminal access for Ankored Services. Organization will promptly (but in no event later than within twenty-four hours of the occurrence) notify Ankored at security@ankored.com of any breach of security involving the Ankored Services.

Organization will (i) limit access to Ankored Services to only to its Permitted Users in connection with the duties and obligations under this Agreement; (ii) advise individuals having access to Ankored Services of the proprietary and confidential nature thereof and of the obligations set forth in the Terms of Service; (iii) safeguard the Content using reasonable and appropriate administrative, technical, and physical security safeguards; (iv) track and monitor its access to Ankored Services; (v) prevent any use not in conformance with this Agreement, (vi) maintain records sufficient to demonstrate compliance with its obligations under this Agreement, and (vii) in addition to the obligations set forth herein, Organization shall take all commercially reasonable measures to prevent unauthorized access to, or use of, Ankored Services or Content by any person or entity.

In the event Organization will utilize a third party (“Third-Party Provider”) for the purpose of accessing and/or transmitting requests for, receiving, hosting, or otherwise performing processing of any kind related to Organization’s access to and/or use of the Ankored Services and/or Content, such as, for example, but not limited to, an application services provider, platform provider, systems interface provider, or internet or hosting services provider, Organization shall ensure it has first entered into an agreement with such Third-Party Provider prohibiting such Third-Party Provider’s use of, and/or access to, the Ankored Services and Content for any purpose other than to the extent necessary to provide such Third-Party Provider’s services to Organization. Organization shall ensure its Third-Party Provider complies with Ankored’s technical specifications and access and security requirements, as same are updated from time to time. If, and when, using a Third-Party Provider to access (such as, for example, and not limited to, a third party link to the Ankored Services), transmit requests for, or receive the Ankored Services and/or Content, Organization authorizes such Third-Party Provider to act on Organization’s behalf as a third-party intermediary, including, as applicable, transmittal to Ankored of Organization’s user credentials and other required authentication information. Certain features and/or functionality and searches and/or reports may not be available to Organization within the Ankored Services when accessing the Ankored Services via a third party platform, application or interface. Ankored is not responsible for errors in configuration, authentication, and/or provisioning by any Third-Party Provider used by Organization.

Organization shall be solely liable for, and indemnify Ankored with respect to, any of its, Permitted User’s, or Third-Party Provider’s actions or omissions, including, but not limited to, any misappropriation or other compromise of Ankored ID’s and/or passwords, any misappropriation and/or unauthorized disclosure of Ankored Services and/or Content, any security/data breaches (as defined by applicable law), or any misuse of the Ankored Services and/or Content in violation of this Agreement or applicable law.

Organization shall fully cooperate with Ankored in mitigating any damages due to any misappropriation or unauthorized use or disclosure of any Ankored Services or Content. Such cooperation shall include, but not necessarily be limited to, allowing Ankored to participate in the investigation of the cause and extent of such misappropriation and/or unauthorized use or disclosure. Such cooperation shall not relieve Organization of any liability it may have as a result of such a misappropriation and/or unauthorized use or disclosure. Organization agrees, that to the extent any such unauthorized use, unauthorized disclosure, misappropriation, or other event is due to Organization’s (including, without limitation, its employee’s, or Third-Party Provider’s) negligence, intentional wrongful conduct, or breach of this Agreement, Organization shall be responsible for any required consumer, public and/or other notifications, and all costs associated therewith; provided however, that other than except to the extent required to comply with applicable law, Organization shall make no public notification, including but not limited to press releases or consumer notifications, of the potential or actual occurrence of such misappropriation and/or unauthorized disclosure without Ankored’s prior written consent, and, with respect to any such notifications required by law, Organization shall not use any Ankored trade name, trademark, service mark, logo, in any such notifications without the prior written approval of Ankored.

Organization understands and agrees that its Permitted Users and/or Third-Party Providers shall not be entitled as a third-party beneficiary or otherwise, to take any action or have any recourse against Ankored in respect of any claim based upon any actual or alleged failure to perform under this Agreement.]

14. Conflict.

If there is a conflict between the terms of the documents constituting the Agreement, the order of precedence is as follows, unless expressly agreed otherwise by Ankored and Organization: these Terms and Conditions then Terms of Service.

To the extent that any Services rely upon or use information from any third-party sources, then those sources shall be intended third-party beneficiaries with all rights and privileges of Ankored. Ankored, and any such sources (as intended third-party beneficiaries), are entitled to enforce the Terms and Conditions directly against Organization.

15. Governing Law; Venue.

The Agreement shall be governed by Delaware law, without reference to its choice of law rules. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to the Agreement. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Willimington, Delaware, USA to enforce the Agreement.

16. Survival.

All provisions in these Terms and Conditions that relate to disclaimer of warranties, access and use of Services, audit, limitation of liability, indemnification, Organization’s release of claims, confidentiality of Ankored information, and payment for Services, shall survive any termination of this Terms and Conditions.

17. Assignment.

The Organization Agreement and the license granted hereunder may not be assigned, transferred, or sublicensed by Organization, in whole or in part.

18. Severability.

If any provision of the Organization Agreement, including these Terms and Conditions, is or becomes void or unenforceable by law, the other provisions shall remain valid and enforceable.

19. Injunctive Relief.

Organization agrees that any breach by Organization of its Organization Agreement with Ankored may cause Ankored immediate and irreparable harm and that Ankored shall be entitled to seek injunctive relief, without having to post a bond, in addition to any and all other remedies available at law or in equity.