The SpeakUp Terms of Service ("Terms of Service") constitute a legally binding agreement between SpeakUp, LLC ("SpeakUp," "we", "us", or "our"), the owner and operator of the getspeakup.com website and its related software application and platform (hereafter, collectively referred to as the "SpeakUp Service") and you ("you" or "user"), the user of the SpeakUp Service. BY USING THE SPEAKUP SERVICE IN ANY FORM OR FASHION (INCLUDING, WITHOUT LIMITATION, NAVIGATING GETSPEAKUP.COM OR UTILIZING THE SPEAKUP SOFTWARE APPLICATION OR PLATFORM MOBILE PLATFORM OR APPLICATION), YOU ACKNOWLEDGE AND AGREE TO THESE TERMS OF SERVICE, AND THE SPEAKUP PRIVACY POLICY, WHICH CAN BE FOUND AT http://getspeakup.com/ AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree with any of these terms, you may not use the SpeakUp Service.

THE TERMS OF SERVICE ARE INTENDED FOR ALL USERS OF THE SPEAKUP SERVICE, INCLUDING THOSE WHO ARE SIMPLY NAVIGATING THE WEBSITE OR THOSE WHO REGISTER AN ACCOUNT. BY USING THE SPEAKUP SERVICE, YOU AFFIRM THAT YOU ARE EITHER MORE THAN 18 YEARS OF AGE OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND ARE FULLY ABLE AND COMPETENT TO ABIDE BY AND ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THESE TERMS OF SERVICE AND PRIVACY POLICY. DIFFERENT SECTIONS OF THE TERMS OF SERVICE AFFECT USERS DIFFERENTLY, SO PLEASE BE SURE TO READ THESE TERMS OF SERVICE CAREFULLY.

1. SpeakUp Service Overview

The Terms of Service apply to all users of the SpeakUp Service. Information provided by our users through the SpeakUp Service may contain references to third party websites (such as links or embedded media), that may not be owned or controlled by SpeakUp. SpeakUp has no control over posting of such links and does NOT assume any responsibility for, the content, privacy policies, or practices of any third party websites. In addition, SpeakUp will not and cannot censor or edit the content of any third-party site.

The SpeakUp Service Is Solely a Venue for User Content. SpeakUp does not guarantee the accuracy, integrity, quality or appropriateness of any content transmitted to or through the SpeakUp Service. The SpeakUp Service simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of content from and between its users. By submitting an order or communication request through the site, you authorize SpeakUp to pass along the order or communication request to the relevant contact person or company. You understand that all content posted on, transmitted through or linked through the SpeakUp Service, is the sole responsibility of the person or party from whom such content originated. You acknowledge that SpeakUp does not own or control, and is not responsible for any claims, representation or warranties within the content made available through the SpeakUp Service, and that by using the SpeakUp Service, you may be exposed to content that is inaccurate, misleading, or offensive. You agree that you must bear all risks associated with, the use of the SpeakUp Service and any content accessible therefrom.

SpeakUp reserves the right, at its sole discretion, to review, edit or delete any material posted by Users. SpeakUp also reserves the right to refuse to forward or participate with any communication or user we feel is attempting to forward threatening, vulgar or harmful communication. If you see something on SpeakUp that you believe violates our Terms of Service, you should report it to us at info@getspeakup.com. Please keep in mind that reporting a piece of content does not guarantee that it will be removed from the site. SpeakUp, at its sole discretion, will decide what actions are necessary to respond to reported content.

2. Use of the SpeakUp Service

A. Limited License Grant: Subject to your compliance with these Terms of Service, SpeakUp hereby grants you a limited, non-exclusive, non-transferable license to access and use the SpeakUp Service, provided that: (i) your use of the SpeakUp Service as permitted is solely for your personal use, and you do not resell or charge others for use of or access to the SpeakUp Service, or in any other manner inconsistent with these Terms of Service; (ii) you do not duplicate, transfer, give access to, copy or distribute any part of the SpeakUp Service in any medium without SpeakUp's prior written authorization; (iii) you will not attempt to reverse engineer, alter or modify any part of the SpeakUp Service; and (iv) you will otherwise comply with all Terms of Service (including, without limitation, the Privacy Policy.)

B. Privacy Policy: In order to access and use the features of the SpeakUp Service, you acknowledge and agree that you will have to provide SpeakUp with personal information subject to the Privacy Policy. You expressly acknowledge and agree that in order to provide the SpeakUp Service to you and your employees (where applicable), SpeakUp may store and maintain content (including personal information and messages and other communications transmitted by and between you and other users) as part of the SpeakUp Service. When providing your personal information, you must provide accurate and complete information. By accessing and using the SpeakUp Service, you hereby give your express consent to SpeakUp to access your personal information as needed to provide the SpeakUp Service.

C. Prohibited Use of the SpeakUp Service: In consideration of being allowed to use the SpeakUp Service (or any portion thereof), you agree that the following actions, without limitation, shall constitute a material breach of the Terms of Service:

• Transmitting material that infringes or violates the intellectual property or contractual rights of others or the privacy or publicity rights of others.
• Transmitting content that is unlawful, obscene, defamatory, predatory of minors, threatening, harassing, abusive, slanderous, or hateful to any person or entity as determined by SpeakUp in its sole discretion.
• Using the SpeakUp Service in a way that is intended to harm, or a reasonable person would understand would likely result in harm, to the user or others. • Collecting information about others, including e-mail addresses.
• Interfering with or damaging the SpeakUp Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.
• Posting any materials or otherwise engaging in conduct via the SpeakUp Service in violation of any applicable local, state, national, or international law or regulation.
• Using the SpeakUp Service for any commercial or competitive purpose whatsoever without express, written permission from SpeakUp.
• Using any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor the SpeakUp Service or any portion thereof, without the express, written consent of SpeakUp.
• Taking any action with respect to the SpeakUp Service which we deem to be (in our sole and absolute discretion) inappropriate for, damaging to, or not in the best interest of, the SpeakUp Service or the best interests of SpeakUp’s business operations.
• Assisting any other party in doing or engaging in any of the foregoing conduct.

SpeakUp expressly reserves the right, in its sole discretion, to terminate a user's access to the SpeakUp Service or any portion thereof due to any act that would constitute a violation of the Terms of Service. In addition to violating the Terms of Service, the foregoing actions on your part, or on behalf of any entity you are employed or otherwise acting as an agent for, involving intentional, unauthorized access of a protected computer or user accounts, may constitute a violation of state and federal law, including, but not limited to the Computer Fraud and Abuse Act (18 U.S.C. § 1030), and may potentially subject you and any affiliated parties to civil liability and criminal prosecution.

3. Registration Obligations

In order to use the SpeakUp Service, users will need to register with SpeakUp and create a “Member” account. When creating your account, you must provide accurate and complete information. Members are solely responsible for maintaining the confidentiality of their account(s) and password(s). Furthermore, Members are responsible for all activities, content, and liabilities associated with their account(s). Members must immediately notify SpeakUp of any unauthorized use of their account(s), and Members are responsible for any unauthorized content made on or through their account(s) until SpeakUp receives such notification. Members may not transfer their account(s) to another person. In cases where Members have authorized or registered another individual, to use their account(s), Members are fully responsible for (i) the online conduct of such user; (ii) controlling the user's access to and use of the SpeakUp Services; and (iii) the consequences of any misuse. For additional information on how we use your information, please see our PRIVACY POLICY. Your obligations with respect to registration are described below. If SpeakUp discovers that any information provided by the Member is inaccurate, incomplete or not current, SpeakUp may terminate the Member’s rights to access SpeakUp Services.

All Members must be part of a Corporate Network to use the SpeakUp Services. To create a Corporate Network, an individual must submit a complete SpeakUp registration form on behalf of the organization, company, group or entity subscribing to the SpeakUp Services. Such individual shall become the “Company Administrator” for the Corporate Network. The Company Administrator represents that the information on the registration form is true and agrees to inform us, via email, of any changes in the information set forth in the registration form. Once the organization has completed its SpeakUp Service registration, the Company Administrator may begin to invite staff members, independent contractors, advisors and other individuals to join their Corporate Network. As a Member of a Corporate Network, users may also invite individuals to use the SpeakUp Services, however, Corporate Administrators may have the ability to ultimately add or delete members within a Corporate Network.

By providing SpeakUp your email address, or the email address of others, you consent to our use of the email addresses to send SpeakUp Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use the email addresses to send other messages, including changes to features of the SpeakUp Service and special offers. Recipients of such emails may opt out of many Service-related communications. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

SpeakUp reserves the right to offer alternative and/or additional services to Company Administrators, including administrative control of Corporate Networks, which may not be offered to general Members. If you are a Company Administrator, you acknowledge that SpeakUp may charge a fee for the use of any alternative and/or additional services, provided that SpeakUp notifies you of any such fee before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you. In the event that you have elected to receive additional services for a fee, and you fail to pay such fee within thirty (30) days, then in addition to all other remedies available to SpeakUp, SpeakUp may immediately cease providing all such alternative and/or additional services.

4. SpeakUp Workplace Use

The SpeakUp Service makes it easy for you to communicate with others within your organization utilizing SpeakUp’s software application and platform. By adopting the SpeakUp Service in your organization, you are acting as the Company Administrator for your organization. In so doing, you agree that:

• BY ADDING ANY USER OF THE SPEAKUP SERVICE, YOU REPRESENT AND WARRANT TO SPEAKUP THAT EACH USER YOU ADD TO YOUR ORGANIZATION HAS CONSENTED TO THE TERMS OF SERVICE AND TO RECEIVE ADMINISTRATIVE MESSAGES FROM SPEAKUP AND MESSAGES AND OTHER COMMUNICATIONS FROM YOU AND ANYONE ELSE IN YOUR ORGANIZATION WHO UTILIZES THE SPEAKUP SERVICE.
• YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ANY CLAIMS BY ANY MEMBER OF YOUR ORGANIZATION ARISING OUT OF OR RELATED TO YOUR ACTIVITIES AS ADMINISTRATOR OF THE SPEAKUP SERVICE FOR YOUR ORGANIZATION.

5. Intellectual Property Rights

All aspects of the SpeakUp Service, including, without limitation, the design of SpeakUp Service and its component parts (including the SpeakUp software application and platform), SpeakUp created text, scripts, graphics, interactive features and the like, except Status Submissions (as defined below), and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to SpeakUp and subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. SpeakUp reserves all rights not expressly granted in and to the Service. You agree to not engage in the use, copying, or distribution of any of the SpeakUp Service from SpeakUp, other than expressly permitted herein, including any use, copying, or distribution of Status Submissions of third parties obtained through the SpeakUp Service for any commercial purposes.

6. What Are Your Content Rights

The SpeakUp Service allows Members to post feedback, comments, questions, data, and other information on the site. You retain your rights to any content you submit (namely written text, images or video footage) (hereafter, “Content”), post, transmit or display on or through the SpeakUp Service. However, by submitting, posting or displaying Content on or through the SpeakUp Service, you grant SpeakUp a worldwide, nonexclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute any Content in any and all media or distribution methods (now known or later developed) solely as needed to provide the SpeakUp Service to you and investigate and address potential violations of the Terms of Service. By submitting Content, you represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit to that we can provide the SpeakUp Service to you and investigate and address potential violations of the Terms of Service.

Members should follow their particular company’s policies, guidelines, and procedures concerning the Content they post to the SpeakUp Service. Users may delete their own Content from the Network, so long as they are a Member of that Corporate Network. Company Administrators may be provided the option to delete Content of one or more Users in their Corporate Network. In addition, you should note that if you are no longer an eligible member of a Corporate Network (e.g., you cease to be employed by the relevant company), your access to your Content you uploaded may be terminated. Once a Member is removed from a Corporate Network, the content of that Member remains on the Corporate Network and is the sole property of the company which administers that Corporate Network.

By utilizing the SpeakUp Service, you agree to have the domain portion of your email address (“@yourcorp.com”) and/or the company, school, or organization name represented by such domain portion of your email address, listed on the SpeakUp website in a company directory listing (“Directory”).

You are solely responsible for your interactions with other SpeakUp Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Individual Members may form a group to segment the audience for certain Content (“Group”). Each Group may have one or more administrators (the “Group Administrator”). A Group may be designated as open to any Member in a Corporate Network (a “Public Group”) or a Group may be limited to certain Users in a Network with membership subject to the approval of the Group Administrator (a “Private Group”). A Group Administrator may add or remove Users to that particular Group. Though Company Administrators may be notified of when a Private Group is formed within their Company Network, they will not have access to Content posted within a Private Group unless the Group Administrator adds them as a member of that Private Group.

7. Copyright Infringement

All users of the SpeakUp Service represent and warrant they shall comply with all applicable copyright laws. In the event we receive proper notification of claimed copyright infringement, the response to such notice may include removing or disabling access to material claimed to be the subject of infringing activity and possibly terminating your account and/or the right to use our site. If you believe any material via the SpeakUp Service (including its website) constitutes an infringement of a copyright you own, you may file a notice of infringement to the contact identified below. A user who materially misrepresents that material is infringing will be liable for the costs incurred by us and our associated persons, including attorney fees. Accordingly, if you are uncertain whether you are or you represent the proper copyright holder or if copyright laws protect the subject materials, you are strongly advised to consult a qualified attorney at your own expense. Any copyright infringement notification must be a written communication, transmitted by fax or regular mail, setting forth the following:

• a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
• detailed identification of the copyrighted work claimed to have been infringed;
• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• your contact information, including your address, telephone number, and an email address;
• a statement by you that you have a good faith belief that use of the material in the mannercomplained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Copyright Infringement Notifications should be addressed as follows: SpeakUp 548 Market St. #39363 San Francisco, CA 94104

8. Modifications to SpeakUp Service and Terms of Service

SpeakUp reserves the right to modify, limit, suspend or terminate any and all services offered on or through the SpeakUp Service (or any feature thereof) for any reason, without notice, at any time. SpeakUp reserves the right to alter the Terms of Service or other SpeakUp policies at any time, so please review the policies frequently. You should regularly review the Terms of Service as posted on this web page to check for amendments and modifications. You understand and agree that if you use the SpeakUp Service after the date on which these amendments or modifications have been applied to the Terms of Service, SpeakUp will treat your continued use of the SpeakUp Service as acceptance of the updated Terms of Service. You may not amend or modify the Terms of Service and your obligations thereunder at any time without our prior written consent.

9. LIMITATION OF LIABILITY

NEITHER SPEAKUP NOR ITS AFFILIATES, LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SPEAKUP HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SPEAKUP SERVICE. UNDER NO CIRCUMSTANCES WILL SPEAKUP OR ITS AFFILIATES', LICENSORS' OR SUPPLIERS' TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY YOU TO SPEAKUP FOR SERVICE OR $1.00. THE LIMITATIONS SET FORTH IN THIS AGREEMENT APPLY EVEN IF ANY LIMITED REMEDY UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION ON CONSEQUENTIAL OR INCIDENTAL DAMAGES MAY NOT APPLY TO YOU.

10. NO WARRANTIES

SPEAKUP PROVIDES THE SPEAKUP SERVICE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SPEAKUP SERVICE IS AT YOUR SOLE RISK AND THAT SPEAKUP DOES NOT REPRESENT OR WARRANT TO YOU THAT: (i) YOUR USE OF THE SPEAKUP SERVICE WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SPEAKUP SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (iii) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SPEAKUP SERVICE WILL BE ACCURATE OR RELIABLE; AND (iv) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS A PART OF THE SPEAKUP SERVICE WILL BE CORRECTED. SPEAKUP SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM SPEAKUP SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

11. INDEMNITY

YOU AGREE TO INDEMNIFY AND HOLD SPEAKUP HARMLESS FROM AND AGAINST ALL DAMAGES, COSTS (INCLUDING, WITHOUT LIMITATION, SETTLEMENT COSTS), LOSSES, EXPENSES, (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) AND LIABILITIES RELATING TO ANY CLAIM OR DEMAND ASSERTED BY ANY PARTY AGAINST SPEAKUP OR ITS OFFICERS, DIRECTORS OR EMPLOYEES. ARISING FROM OR RELATED TO YOUR ACTIVITIES OR CONDUCT ON OR THROUGH THE SPEAKUP SERVICE.

12. Governing Law & Exclusive Forum

The Terms of Service will be interpreted in accordance with the laws of the State of California, without regard to its conflict-of-law provisions. You acknowledge and agree that any disputes, actions, claims or causes of action arising out of or in connection with the Terms of Service or the SpeakUp Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California. You agree to submit to the personal jurisdiction of a state court located in Orange County, California or a United States District Court located in the County of Orange serving the City of Irvine in relation thereto. The choice of law of and exclusive venue in California apply to you regardless of where you are accessing the SpeakUp Service from and even if you are accessing the SpeakUp Service from outside of the United States of America.

13. Miscellaneous

The Terms of Service (together with the Privacy Policy and any supplemental agreements between you and SpeakUp) represent the parties' entire understanding relating to the use of the SpeakUp Service provided related thereto and supersedes any prior or contemporaneous, conflicting or additional, communications. You may not assign these Terms of Service or your obligations thereunder without the prior written approval of SpeakUp. Any purported assignment in violation of this section shall be void. SpeakUp reserves the right to use third party providers in the provision of the SpeakUp Service. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms of Service, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court or arbitral forum costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy.

14. Contact Us

The Terms of Service (together with the Privacy Policy and any supplemental agreements between you and SpeakUp) represent the parties' entire understanding relating to the use of the SpeakUp Service provided related thereto and supersedes any prior or contemporaneous, conflicting or additional, communications. You may not assign these Terms of Service or your obligations thereunder without the prior written approval of SpeakUp. Any purported assignment in violation of this section shall be void. SpeakUp reserves the right to use third party providers in the provision of the SpeakUp Service. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms of Service, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court or arbitral forum costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy.