1. Introduction

1.1 Contract
You agree that by clicking “Join Now”, “Join PowerUpp”, “Sign Up” or similar, registering,
accessing or using our services (described below), you are agreeing to enter into a legally
binding contract with PowerUpp (even if you are using our Services on behalf of a
company). If you do not agree to this contract (“Contract” or “User Agreement”),
do not click “Join Now” (or similar) and do not access or otherwise use any of our Services.
Your use of our Services is also subject to our Privacy Policy and Cookie Policy.

Services
This Contract applies to PowerUpp app, powerup.org and other PowerUpp-related sites,
apps, communications and other services that state that they are offered under this
Contract (“Services”), including the offsite collection of data for those Services, such as our
ads and the “Apply with PowerUpp” and “Share with PowerUpp” plugins. Registered users
of our Services are “Members” and unregistered users are “Visitors”. This Contract applies
to both.

PowerUpp
You are entering into this Contract with PowerUpp (also referred to as “we” and “us”). If
you reside in the United States, you are entering into this Contract with PowerUpp
Corporation and your personal data provided to, or collected by or for, our Services is
controlled by PowerUpp Corporation.

1.2 Members and Visitors
When you register and join the PowerUpp Service, you become a Member. If you have
chosen not to register for our Services, you may access certain features as a visitor.

1.3 Change
We may modify this Contract, our Privacy Policy and our Cookies Policies from time to
time. If we make material changes to it, we will provide you notice through our Services, or
by other means, to provide you the opportunity to review the changes before they
become effective. If you object to any changes, you may close your account. Your
continued use of our Services after we publish or send a notice about our changes to these
terms means that you are consenting to the updated terms.

2. Obligations

2.1 Service Eligibility
The Services are not for use by anyone under the age of 16.
To use the Services, you agree that: (1) you must be the “Minimum Age” (described below)
or older; (2) you will only have one PowerUpp account, which must be in your real name;
and (3) you are not already restricted by PowerUpp from using the Services.
Members who were below this new Minimum Age when they started using the Services
under a previous User Agreement may continue to use them, as they have already reached
the new Minimum Age since then or will reach it in the near future.
“Minimum Age” means 16 years old. However, if law requires that you must be older in
order for PowerUpp to lawfully provide the Services to you without parental consent
(including using of your personal data) then the Minimum Age is such older age.

2.2 Your Account
Members are account holders. You agree to: (1) try to choose a strong and secure
password; (2) keep your password secure and confidential; (3) not transfer any part of
your account (e.g., connections) and (4) follow the law and our list of Dos and Don’ts. You
are responsible for anything that happens through your account unless you close it or
report misuse.
As between you and others (including your employer), your account belongs to you.
However, if the Services were purchased by another party for you to use (e.g. Recruiter
seat bought by your employer), the party paying for such Service has the right to control
access to and get reports on your use of such paid Service; however, they do not have
rights to your personal account.

2.3 Notices and Service Messages
You agree that we will provide notices to you in the following ways: (1) a notice within the
Service, or (2) a message sent to the contact information you provided us (e.g., email,
mobile number, physical address). You agree to keep your contact information up to date.

2.4 Sharing
Our Services allow messaging and sharing of information in many ways. Information and
content that you share may be seen by other Members. For worker searching activities,
we default to not notifying your connections network or the public.
We are not obligated to publish any information or content on our Service and can remove
it in our sole discretion, with or without notice.

3. Rights and Limits

3.1. Your License to PowerUpp
As between you and PowerUpp, you own the content and information that you submit or
post to the Services and you are only granting PowerUpp and our affiliates the following
non-exclusive license: A worldwide, transferable and sublicensable right to use, copy,
modify, distribute, publish, and process, information and content that you provide through
our Services, without any further consent, notice and/or compensation to you or others.
These rights are limited in the following ways:

1. You can end this license for specific content by deleting such content from the
Services, or generally by closing your account, except (a) to the extent you shared
it with others as part of the Service and they copied, re-shared it or stored it and
(b) for the reasonable time it takes to remove from backup and other systems.

2. We will not include your content in advertisements for the products and services
of third parties to others without your separate consent (including sponsored
content). However, we have the right, without payment to you or others, to serve
ads near your content and information, and your social actions on sponsored
content and company pages may be visible, as noted in the Privacy Policy.

3. We will get your consent if we want to give third parties the right to publish your
posts beyond the Service. However, other Members and/or Visitors may access
and share your content and information, consistent with your choices.

4. While we may edit and make formatting changes to your content (such as
translating it, modifying the size, layout or file type or removing metadata), we will
not modify the meaning of your expression.

5. Because you own your content and information and we only have non-exclusive
rights to it, you may choose to make it available to others, including under the
terms of a Creative Commons license.
You agree that we may access, store and use any information that you provide in
accordance with the terms of the Privacy Policy and your choices (including settings).
By submitting suggestions or other feedback regarding our Services to PowerUpp, you
agree that PowerUpp can use and share (but does not have to) such feedback for any
purpose without compensation to you.
You agree to only provide content or information that does not violate the law nor
anyone’s rights (including intellectual property rights). You also agree that your profile
information will be truthful. PowerUpp may be required by law to remove certain
information or content in certain countries.

3.2 Service Availability
We may change or discontinue any of our Services. We don’t promise to store or keep
showing any information and content that you’ve posted.
PowerUpp is not a storage service. You agree that we have no obligation to store, maintain
or provide you a copy of any content or information that you or others provide, except to
the extent required by applicable law and as noted in our Privacy Policy.

3.3 Other Content, Sites and Apps
By using the Services, you may encounter content or information that might be inaccurate,
incomplete, delayed, misleading, illegal, offensive or otherwise harmful. PowerUpp
generally does not review content provided by our Members or others. You agree that we
are not responsible for others’ (including other Members’) content or information. We
cannot always prevent this misuse of our services, and you agree that we are not
responsible for any such misuse. You also acknowledge the risk that you or your
organization may be mistakenly associated with content about others when we let
connections and followers know you or your organization were mentioned in the news.
You are responsible for deciding if you want to access or use third party apps or sites that
link from our Services. If you allow a third party app or site to authenticate you or connect
with your PowerUpp account, that app or site can access information on PowerUpp
related to you and your connections. Third party apps and sites have their own legal terms
and privacy policies, and you may be giving others permission to use your information in
ways we would not. Except to the limited extent it may be required by applicable law,
PowerUpp is not responsible for these other sites and apps – use these at your own risk.
Please see our Privacy Policy.

3.4 Limits
PowerUpp reserves the right to limit your use of the Services, including the number of
your connections and your ability to contact other Members, such as others. PowerUpp
reserves the right to restrict, suspend, or terminate your account if PowerUpp believes
that you may be in breach of this Contract or law or are misusing the Services (e.g.
violating any Do and Don’ts).

3.5 Intellectual Property Rights
PowerUpp reserves all of its intellectual property rights in the Services. Using the Services
does not give you any ownership in our Services or the content or information made
available through our Services. Trademarks and logos used in connection with the Services
are be the trademarks of their respective owners. PowerUpp and “in” logos and other
PowerUpp trademarks, service marks, graphics, and logos used for our Services are
trademarks or registered trademarks of PowerUpp.

4. Disclaimer and Limit of Liability

4.1 No Warranty
TO THE EXTENT ALLOWED UNDER LAW, POWERUPP AND ITS AFFILIATES (AND THOSE
THAT POWERUPP WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED
WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT
GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS,
AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS”
AND “AS AVAILABLE” BASIS.
SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE
DISCLAIMERS MAY NOT APPLY TO YOU.

4.2 Exclusion of Liability
TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS POWERUPP HAS ENTERED INTO A
SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), POWERUPP AND ITS
AFFILIATES (AND THOSE THAT POWERUPP WORKS WITH TO PROVIDE THE SERVICES)
SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES,
REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR
DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR
INFORMATION OR CONTENT).
IN NO EVENT SHALL THE LIABILITY OF POWERUPP AND ITS AFFILIATES (AND THOSE THAT
POWERUPP WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR
ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT
MONTHLY OR YEARLY FEE THAT YOU PAID FOR A SERVICE.
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND
POWERUPP AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT,
NEGLIGENCE, CONTRACT, LAW) AND EVEN IF POWERUPP OR ITS AFFILIATES HAS BEEN
TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL
THEIR ESSENTIAL PURPOSE.
SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE
LIMITS MAY NOT APPLY TO YOU.

5. Termination
Both you and PowerUpp may terminate this Contract at any time with notice to the other.
On termination, you lose the right to access or use the Services. The following shall survive
termination:
• Our rights to use and disclose your feedback;
• Members and/or Visitors’ rights to further re-share content and information you
shared through the Service to the extent copied or re-shared prior to termination;
• Sections 4, 6 and 7 of this Contract;
• Any amounts owed by either party prior to termination remain owed after
termination.

6. Dispute Resolution
If you live in the European Union: You agree that the laws of Ireland, excluding conflict of
laws rules, shall exclusively govern any dispute relating to this Contract and/or the
Services. We both agree that all of these claims can only be litigated in Dublin, Ireland, and
we each agree to personal jurisdiction of the courts located in Dublin, Ireland.
For all others, including those who live outside of the United States, you agree that the
laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively
govern any dispute relating to this Contract and/or the Services. We both agree that all of
these claims can only be litigated in the federal or state courts in Santa Clara County,
California, USA, and we each agree to personal jurisdiction in those courts.

7. General Terms
If a court with authority over this Contract finds any part of it not enforceable, you and us
agree that the court should modify the terms to make that part enforceable while still
achieving its intent. If the court cannot do that, you and us agree to ask the court to
remove that unenforceable part and still enforce the rest of this Contract. To the extent
allowed by law, the English language version of this Contract is binding and other
translations are for convenience only. This Contract (including additional terms that may
be provided by us when you engage with a feature of the Services) is the only agreement
between us regarding the Services and supersedes all prior agreements for the Services.
If we don’t act to enforce a breach of this Contract, that does not mean that PowerUpp
has waived its right to enforce this Contract. You may not assign or transfer this Contract
(or your membership or use of Services) to anyone without our consent. However, you
agree that PowerUpp may assign this Contract to its affiliates or a party that buys it
without your consent. There are no third party beneficiaries to this Contract.
We reserve the right to change the terms of this Contract and will provide you notice if we
do and we agree that changes cannot be retroactive. If you don’t agree to these changes,
you must stop using the Services.
You agree that the only way to provide us legal notice is at the addresses provided in
Section 10.

8. PowerUpp “Dos” and “Don’ts”

8.1. Dos
You agree that you will:
a. Comply with all applicable laws, including, without limitation, privacy laws,
intellectual property laws, anti-spam laws, export control laws, tax laws, and
regulatory requirements;
b. Provide accurate information to us and keep it updated;
c. Use your real name on your profile;
d. Use the Services in a professional manner.

8.2. Don’ts
You agree that you will not:
a. Act in an unlawful or unprofessional manner in connection with our Services,
including being dishonest, abusive or discriminatory;
b. Post inaccurate, defamatory obscene, shocking, hateful, threatening or otherwise
inappropriate content or airing personal grievances or disputes;
c. Use an image that is not your likeness or a head-shot photo for your profile;
d. Create a false identity on PowerUpp. The occasional creation of clearly fictional
profiles by PowerUpp or with its express permission in connection with a
promotional campaign does not waive this obligation;
e. Misrepresent your identity (e.g. by using a pseudonym), your current or previous
positions, qualifications or affiliations with a person or entity;
f. Create a Member profile for anyone other than yourself (a real person);
g. Invite people you do not know to join your network;
h. Use or attempt to use another’s account;
i. Harass, abuse or harm another person;
j. Send or post any unsolicited or unauthorized advertising, “junk mail,” “spam,”
“chain letters,” “pyramid schemes,” or any form of solicitation unauthorized by
PowerUpp;
k. Develop, support or use software, devices, scripts, robots, or any other means or
processes (including crawlers, browser plugins and add-ons, or any other
technology or manual work) to scrape the Services or otherwise copy profiles and
other data from the Services;
l. Bypass or circumvent any access controls or Service use limits (such as caps on
keyword searches);
m. Copy, use, disclose or distribute any information obtained from the Services,
whether directly or through third parties (such as search engines), without the
consent of PowerUpp;
n. Solicit email addresses or other personal information from Members you don’t
know, without authorization.
o. Use, disclose or distribute any data obtained in violation of this policy;
p. Disclose information that you do not have the consent to disclose (such as
confidential information of others (including your employer));
q. Violate the intellectual property rights of others, including copyrights, patents,
trademarks, trade secrets, or other proprietary rights. For example, do not copy or
distribute (except through the available sharing functionality) the posts or other
content of others without their permission, which they may give by posting under
a Creative Commons license;
r. Violate the intellectual property or other rights of PowerUpp, including, without
limitation, (i) copying or distributing our learning videos or other materials or (ii)
copying or distributing our technology, unless it is released under open source
licenses; (iii) using the word “PowerUpp” or our logos in any business name, email,
or URL except as provided in the Brand Guidelines;
s. Use PowerUpp invitations to send messages to people who don’t know you or who
are unlikely to recognize you as a known contact;
t. Post anything that contains software viruses, worms, or any other harmful code;
u. Manipulate identifiers in order to disguise the origin of any message or post
transmitted through the Services.
v. Create profiles or provide content that promotes escort services or prostitution.
w. Create or operate a pyramid scheme, fraud or other similar practice;
x. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to
derive the source code for the Services or any related technology that is not open
source;
y. Imply or state that you are affiliated with or endorsed by PowerUpp without our
express consent (e.g., representing yourself as an accredited PowerUpp trainer);
z. Rent, lease, loan, trade, sell/re-sell access to the Services or related data;
aa. Sell, sponsor, or otherwise monetize any Service without PowerUpp’s consent;
bb. Deep-link to our Services for any purpose other than to promote your profile or a
Group on our Services, without PowerUpp’s consent;
cc. Remove any copyright, trademark or other proprietary rights notices contained in
or on our Service;
dd. Remove, cover or obscure any advertisement included on the Services;
ee. Use bots or other automated methods to access the Services, add or download
contacts, send or redirect messages;
ff. Monitor the Services’ availability, performance or functionality for any competitive
purpose;
gg. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or
function of the Services;
hh. Overlaying or otherwise modifying the Services or their appearance;
ii. Access the Services except through the interfaces expressly provided by
PowerUpp, such as its mobile applications, powerupp.com;
jj. Use a Service for tasks that it is not intended for;
kk. Override any security feature of the Services;
ll. Interfere with the operation of, or place an unreasonable load on, the Services
(e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
mm. Violate the Professional Community Guidelines or any additional terms
concerning a specific Service that are provided when you sign up for or start using
such Service.

9. Complaints Regarding Content
We respect the intellectual property rights of others. We require that information posted
by Members be accurate and not in violation of the intellectual property rights or other
rights of third parties. We provide a policy and process for complaints concerning content
posted by our Members.

10. How To Contact Us
If you want to send us notices or service of process, please contact us: ONLINE OR BY MAIL.