TERMS OF USE

Mike Dunne Consulting Pty. Ltd. (“MDC,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our proprietary website u2assess (“u2assess""). U2assess allows customers to create an assessment that is populated and maintained by our customer (“Assessment”, and such customer, a “Customer”). U2assess is made available to you in a variety of ways, including via our website located at u2assess.com (the “Website”).

We provide access to u2assess subject to the following Terms of Use, which may be updated by us from time to time without notice to you. By browsing the public areas or by accessing and using u2assess or any Assessment, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use, which is hereby incorporated by reference (collectively, this “Agreement. ”). If you do not agree to any of these terms, then please do not use u2assess.

1. DESCRIPTION OF U2ASSESS

U2assess is a proprietary online platform created to allow the public to create and experience a variety of assessments on subjects of their choosing. As a visitor to u2assess, you can search for and explore assessments that others have created in your chosen area of interest.

You may choose to create one or more Assessments with U2assess. The creation and operation of any Assessment you create through the U2assess platform is governed by these Terms of Use.

2. CONFIDENTIALITY

ALTHOUGH WE ENCOURAGE YOU TO CREATE AND UPLOAD POSTS AND COMMUNICATE WITH US AND OTHER USERS, PLEASE NOTE THAT ANY IDEAS, CONTENT, AND INFORMATION YOU POST OR SHARE WITH OTHER USERS OR CUSTOMERS THROUGH THE ASSESSMENT WILL BE SEEN AND MAY BE USED BY OTHER USERS, AND MDC CANNOT GUARANTEE THAT CUSTOMERS OR OTHER USERS WILL NOT USE THOSE IDEAS, CONTENT, OR INFORMATION THAT YOU SHARE ON THE ASSESSMENT. THEREFORE, IF YOU HAVE AN IDEA, OR OTHER INFORMATION THAT YOU WOULD LIKE TO KEEP CONFIDENTIAL, DON’T WANT OTHERS TO USE, AND/OR THAT IS SUBJECT TO THIRD-PARTY RIGHTS THAT MAY BE INFRINGED BY YOUR SHARING IT, DO NOT POST IT ANYWHERE ON OR THROUGH THE ASSESSMENT. MDC IS NOT RESPONSIBLE FOR ANY USER’S MISUSE OR MISAPPROPRIATION OF ANY IDEA, CONTENT, OR INFORMATION YOU POST ON OR THROUGH THE ASSESSMENT. IN THE EVENT YOU NEED TO COMMUNICATE ANY SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION TO ANOTHER USER, YOU SHOULD FIRST DISCUSS WITH YOUR LEGAL COUNSEL ABOUT ENTERING INTO A NON-DISCLOSURE AGREEMENT WITH SUCH USER.

3. WAIVER AND RELEASE

Although you are able to find information about a wide variety of topics on our Assessments (“Topics”), we are not a party to the creation of content about any Topics or any transaction relating to any such Topics that might be offered on an assessment (each, a “Transaction”). Accordingly, we shall have no liability to any party in connection with such Transactions. We do recommend, however, that in connection with each Transaction, you conduct your own due diligence and make sure you understand all aspects of what a Customer is offering in the Transaction.

In addition:

• We make no attempt to confirm, and do not confirm, any Customer’s or User’s purported identity. You are solely responsible for determining the identity and suitability of Customers and other Users whom you may contact or interact with by means of U2assess.
• We make no representations, offer no assurances, and do not investigate any of our Customers’ or Users’ background, history, course of dealing, morality, or character, and you hereby acknowledge that you assume the risk of any encounter or interaction with such persons and companies. We encourage all Users to communicate directly with Customers and other Users through the tools available on U2assess and to review their profile pages for feedback from other Users.
• Although we reserve the right to do so, we typically do not verify information that Customers or Users submit to U2assess.
• We do not endorse any Customers, Users or any Assessments.
• We make no, and hereby disclaim all, representations, warranties, claims, and assurances as to any Topic and Transaction.

YOU, ON BEHALF OF: (I) YOURSELF AND YOUR HEIRS, NEXT OF KIN, SPOUSE, GUARDIANS, LEGAL REPRESENTATIVES, AGENTS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, AND ASSIGNS, AND (II) YOUR COMPANY AND ITS PAST, CURRENT, AND FUTURE MEMBERS, SHAREHOLDERS, EMPLOYEES, OFFICERS, DIRECTORS, SUBSIDIARIES, PARENT ENTITIES, ATTORNEYS, PRINCIPALS, TRUSTEES, REPRESENTATIVES, AGENTS, PARTNERS, AFFILIATES, PREDECESSORS, SUCCESSORS, OPERATING PARTNERSHIPS, GENERAL PARTNERS, INSURERS, REINSURERS, AND ASSIGNS (COLLECTIVELY, THE “RELEASING PARTIES”), AGREE THAT SUCH RELEASING PARTIES SHALL NOT HAVE ANY RIGHT OR CAUSE OF ACTION, AND HEREBY FULLY, FINALLY, AND FOREVER RELEASE, DISCHARGE, AND ACQUIT MDC AND ITS PAST, CURRENT, AND FUTURE MEMBERS, SHAREHOLDERS, EMPLOYEES, OFFICERS, DIRECTORS, SUBSIDIARIES, PARENT ENTITIES, ATTORNEYS, PRINCIPALS, TRUSTEES, REPRESENTATIVES, AGENTS, PARTNERS, AFFILIATES, PREDECESSORS, SUCCESSORS, OPERATING PARTNERSHIPS, GENERAL PARTNERS, INSURERS, REINSURERS, AND ASSIGNS FROM ANY AND ALL CLAIMS, SUITS, OBLIGATIONS, COSTS, DAMAGES, LOSSES, CLAIMS FOR SUMS OF MONEY, CONTRACTS, CONTROVERSIES, AGREEMENTS, JUDGMENTS, AND DEMANDS WHATSOEVER, RIGHTS, LIABILITIES, ACTIONS, AND CAUSES OF ACTION OF ANY NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, AT LAW OR IN EQUITY, FIXED OR CONTINGENT, WHICH SUCH RELEASING PARTIES NOW HAVE OR MAY CLAIM TO HAVE IN THE FUTURE (COLLECTIVELY, “CLAIMS”) ARISING OUT OF, BASED UPON, ATTRIBUTABLE TO, OR IN CONNECTION WITH YOUR INTERACTION WITH ANY CUSTOMERS, OTHER USERS, ANY TRANSACTION, ANY TOPIC AND ANY ASSESSMENT.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING RELEASE AND DISCHARGE SHALL BE EFFECTIVE AS A BAR TO ALL CLAIMS OF WHATEVER CHARACTER, NATURE, AND KIND, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, HEREINABOVE SPECIFIED TO BE SO BARRED. IN FURTHERANCE OF THIS INTENTION, THE RELEASING PARTIES EXPRESSLY WAIVE ANY AND ALL RIGHTS AND BENEFITS CONFERRED UPON THEM BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

4. COMMUNITY GUIDELINES

MDC’s U2assess community, like any community, functions best when its people follow a few simple rules. By accessing and/or using U2assess, you hereby agree to comply with these community rules and that:

• You will not use U2assess for any unlawful purpose;
• You will not post any commentary, articles, presentations, text, videos, photos, and other material or content (collectively, “User Content”) that you do not yourself own or have the right to offer (i.e., you may not serve as an agent on behalf of any third party);
• You will not submit false or misleading information;
• Other than creating and uploading User Content about Topics in accordance with this Agreement, you will not use U2assess to engage in any other commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
• You will not access or use U2assess to collect any market research for a competing business;
• You will not upload, post, e-mail, transmit, or otherwise make available any User Content that:
  • infringes any copyright, trademark, right of publicity, or other proprietary rights or confidential information of any person or entity;
  • is unlawful, threatening, tortious, harassing, abusive, defamatory, libelous, vulgar, indecent, obscene, pornographic, hateful, profane, invasive of another’s privacy, racially or ethnically derogatory, or otherwise objectionable or promotes violence;
  • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
  • contains corrupted files, viruses, or any other similar software files, the intent of which is to damage the operation of another's computer;
  • encourages conduct that would constitute a criminal offense;
  • gives rise to civil liability;
  • otherwise violates any law (including, but not limited to, those governing consumer protection, unfair competition, anti-discrimination or false advertising); or
  • in doing so, amounts to any conduct that, in our judgment, restricts, impairs, interferes or inhibits any other user from using or enjoying, or is otherwise detrimental to, u2assess or the Website;
• You will not “stalk” or otherwise harass another;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, including our employees and agents; and
• You will not interfere with or attempt to interrupt the proper operation of an Assessment through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to U2assess or an Assessment through hacking, password or data mining, or any other means.
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on U2assess or an Assessment;
• You will not use any robot, spider, scraper, or other automated means to access U2assess or an Assessment for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from an Assessment for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

Please let us know about inappropriate content. If you find something that violates our community guidelines, let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to U2assess, or any portion of an Assessment, without notice, and remove any User Content that does not adhere to these guidelines.

We are under no obligation to accept the registration of any User, and may accept or reject any registration in our sole and complete discretion.

5. COMMUNICATIONS DECENCY ACT NOTICE

U2assess are providers of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any User Content is limited as described therein. We are not responsible for any User Content or any other information posted to u2assess or any Assessment by third parties. We neither warrant the accuracy of such User Content or exercise any editorial control over such User Content, nor do we assume any legal obligation for editorial control of User Content posted by third parties or liability in connection with such User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content or any other information contained in such User Content.

6. FEES AND PAYMENT; AUTOMATIC RENEWALS

There is no cost or fee for a User to use U2assess. [However, monthly charges do apply if you sign up for our various subscription plans (“ Subscriptions”) or purchase any advertising or sponsorships.] In such case, you agree that MDC may authorize your credit card (or other approved facility) for payment of all fees and charges made under your account.

It is important to note that when you sign up for a Subscription, your Subscription will automatically renew until you cancel it. You may cancel at any time by following the instructions on U2assess to which you are subscribed, and the cancellation will take effect the following month. At the end of each month, we will send you a reminder e-mail about the Subscription’s automatic renewal. Again, if you do not cancel, then your Subscription will automatically renew under the same Subscription.

We may modify the fees at any time by posting such modification on U2assess and e-mailing you, and any such modification shall go into effect thirty (30) days after it is so posted and communicated to you.

As set forth more fully in Section 7 below, you must keep your account details strictly confidential. You are fully responsible for all activities that occur under your account, and you agree to be personally liable for all charges incurred under your account. Your liability for such charges shall continue after termination of this Agreement.

If you have a question about a transaction on your credit card statement, please contact us immediately.

7. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS

During the registration process, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password ”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers ”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through U2assess using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. MDC will not be liable for any loss or damage caused by any unauthorized use of your account.

8. INTELLECTUAL PROPERTY

Each List contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of MDC (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and any List automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of MDC (“MDC Trademarks”) used and displayed on U2assess are registered and unregistered trademarks or service marks of MDC. Other company, product, and service names located on U2assess may be trademarks or service marks owned by others (the “ Third-Party Trademarks,” and, collectively with the MDC Trademarks, the “Trademarks”). Nothing on U2assess should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the MDC Trademarks inures to our benefit.

Elements of U2assess are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

9. COMMUNICATIONS TO US; USER SUBMISSIONS; AND PUBLICITY

As noted above, although we encourage you to submit User Content and communicate with us and other Users, we do not want you to, and you should not, submit any ideas, User Content, or other information that contains confidential information. With respect to all communications you send to us concerning MDC or our U2assess, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation to you.

You retain all copyrights and other intellectual property rights in and to your User Content. You do, however, grant us a non-exclusive, worldwide, perpetual, fully paid-up, royalty-free license, with the right to grant sublicenses, to use, copy, publicly display, compile, combine with other content, modify (solely to conform such User Content to the technical requirements of an Assessment), and publicly perform all User Content you provide to us in any media now known or hereafter devised solely in connection with providing the functionalities of an Assessment, and the right, but not the obligation, to reproduce and use any such User Content, including, without limitation, your name, image, likeness, photograph, and Sign-In Name to advertise and promote an Assessment, U2assess and/or MDC. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, name, image, likeness, photograph, and Sign-In Name permitted by the foregoing rights and licenses may include the display of such materials adjacent to advertising and other material or content, including for profit.

If you submit User Content to us, each such submission constitutes a representation and warranty to MDC that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under this Section, and that it and its use by MDC and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property, privacy, publicity, or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our community guidelines set forth above.

10. NO WARRANTIES; LIMITATION OF LIABILITY

AS NOTED ABOVE, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF ANY LIST, ANY TOPICS, ANY TRANSACTIONS, OR OUR CUSTOMERS OR USERS. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF ANY LIST FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT AND U2ASSESS AT YOUR OWN RISK.

WE DO NOT WARRANT THAT ANY LIST WILL OPERATE ERROR-FREE OR THAT ANY LIST, ITS SERVERS, OR ITS CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT OR ANY LIST RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.

THE CONTENT AND U2ASSESS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOST PROFITS, LOSS OF GOODWILL, OR SIMILAR DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE CONTENT OR ANY LIST, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY – OR IN FACT KNEW – OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL OUR LIABILITY TO YOU – OR ANY THIRD PARTY CLAIMING RIGHTS THROUGH YOU – EXCEED THE FEES ACTUALLY PAID TO MDC BY YOU IN THE PERIOD THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM.

U2ASSESS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON U2ASSESS. U2ASSESS MAY CONTAIN INFORMATION ON OPPORTUNITIES THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO AN OPPORTUNITY ON U2ASSESS DOES NOT IMPLY THAT SUCH OPPORTUNITY IS OR WILL BE AVAILABLE WHEN YOU WOULD LIKE TO PURSUE IT. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO U2ASSESS AT ANY TIME WITHOUT NOTICE.

NO MATERIAL AVAILABLE THROUGH U2ASSESS SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE PRODUCTS OR SERVICES OF ANY ENTITY. U2ASSESS PROVIDE NO ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH U2ASSESS IS TO BE RELIED UPON FOR THE PURPOSE OF ENTERING TRANSACTIONS OR MAKING OTHER DECISIONS.

11. EXTERNAL SITES

U2assess may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement (including, without limitation, breach of any warranties or representations made by you herein) or any of your Transactions, or your access to, use, or misuse of the Content or any List. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

13. COMPLIANCE WITH APPLICABLE LAWS

U2assess are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access U2assess or any Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

14. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of U2assess, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of U2assess at any time without prior notice or liability.

15. DIGITAL MILLENNIUM COPYRIGHT ACT

MDC respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User submissions deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Mike Dunne Consulting Pty. Ltd.
Attention: DMCA
PO Box 399
Ettalong Beach, NSW 2257, Australia

If you believe that your work has been copied on U2assess in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on U2assess where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number, and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

16. MISCELLANEOUS

This Agreement is governed by the internal substantive laws of the State of California, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of California; and (ii) that u2assess shall be deemed a passive service that does not give rise to personal jurisdiction over MDC, either specific or general, in jurisdictions other than California.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO U2ASSESS OR OTHERWISE ARISING UNDER THIS AGREEMENT MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.

The following provisions will survive any expiration or termination of this Agreement: “Confidentiality,” “Waiver and Release,” “Communications Decency Act Notice,” “Intellectual Property,” “Communications to Us; User Submissions; and Publicity,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in a signed writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in a signed writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Copyright 2020 Mike Dunne Consulting P/L . All rights reserved.

USER PRIVACY POLICY

We at Mike Dunne Consulting P/L (“MDC,” “we,” “us,” or “our”) have created this privacy policy (this “Privacy Policy”) because we know that you care about how information you provide to us is used and shared. This Privacy Policy relates to the information collection and use practices of MDC in connection with U2connect and the Assessments.

By visiting U2connect and the Assessments, you are agreeing to the terms of this Privacy Policy and the accompanying Terms of Use.

Capitalized terms not defined in this Privacy Policy shall have the meaning set forth in our Terms of Use.

Important Notice to Non-U.S. Residents U2connect and their servers are all operated in the United States and elsewhere, including countries that may not provide the same level of protection for Personal Information as the one in which you reside. If you are located outside of the United States, please be aware that any Personal Information or Other Information (each as defined below and collectively, “Information”) you provide to us and/or that we collect from you and any Billing Information (as defined below) you provide to our third-party payment processor will be transferred to, processed, and used in the United States in accordance with the terms set forth in this Privacy Policy. By using U2connect, providing us with any Information, and/or providing any Billing Information, you hereby irrevocably and unconditionally consent to such transfer, processing, and use in the United States.

The Information We Collect

1. Personal Information

When you sign up to become a user or submit any correspondence to us, you will be required to provide us with personal information about yourself (collectively, the “Personal Information”). Such Personal Information includes your name, address, e-mail address, and phone number. We do not collect any Personal Information from you when you use a U2connect unless you provide us with the Personal Information voluntarily. We may also receive Personal Information about you from other Users of U2connect and/or from other third-party sources.

2. Billing Information

In order to register for any Subscription, you will be required to provide certain information in addition to the Personal Information noted above. Such information may include a debit card number, credit card number, and similar information (collectively, the “Billing Information”). Such Billing Information is collected and processed by our third-party vendor pursuant to the terms and conditions of its privacy policy, and we do not obtain access to any Billing Information in connection with these transactions.

3. Other Information

We may collect additional information (collectively, the “Other Information”). Such Other Information may include:

• From You. Additional information about yourself that you voluntarily provide to us, such as your personal interests, your product and service preferences, household income range and net worth.
• From Your Activity. Additional information that we automatically collect when you use U2connect or our Assessments, including, without limitation: • IP addresses, browser type and language, referring and exit pages and URLs, date and time, amount of time spent on particular pages, sections of U2connect visited, etc.; and • Activity and usage information occurring via U2connect, including Topics and Transaction information, tagging data, favorites, survey responses, preferences, session lengths; and similar data.
• From Cookies. Additional information that we collect using “cookie” technology. Cookies are small packets of data that a website stores on your computer’s hard drive so that your computer will “remember” information about your visit. We use cookies to help us collect Other Information and to enhance your experience using U2connect and the Assessments. If you do not want U2connect to place a cookie on your hard drive, you may be able to turn that feature off on your computer or mobile device. Please consult your Internet browser’s documentation for information on how to do this. However, if you decide not to accept cookies from us, U2connect may not function properly.
• From Other Sources. Additional information that we collect or receive from third-party sources in accordance with their privacy policies.

The Information Collected by or Through Third-Party Advertising Companies

We may share Other Information about your activity on U2connect and the Assessments with third parties for the purpose of tailoring, analyzing, managing, reporting, and optimizing advertising you see on U2connect and elsewhere. These third parties may use cookies, pixel tags (also called web beacons or clear gifs), and/or other technologies to collect such Other Information for such purposes. Pixel tags enable us, and these third-party advertisers, to recognize a browser’s cookie when a browser visits the site on which the pixel tag is located in order to learn which advertisement brings a user to a given site.

Accessing and Modifying Personal Information and Communication Preferences

If you have registered for an Assessment, you may access, review, and make changes to your Personal Information by following the instructions found on that List. In addition, you may manage your receipt of marketing and non-transactional communications by clicking on the “unsubscribe” link located on the bottom of any U2connect or List marketing email. We will use commercially reasonable efforts to process such requests in a timely manner. You should be aware, however, that it is not always possible to completely remove or modify information in our databases. Registered users cannot opt out of receiving transactional e-mails related to their account.

How We Use and Share the Information

We use the Information to provide you the services available on U2connect, solicit your feedback, inform you about our products and services and those of our third-party marketing partners, to administer promotional programs, and to improve our services to you. Also, we may share Information as described below.

• Any data, User Content, or Information that you post to or make available on or via U2connect or an Assessment will be publicly viewable on the U2connect and shareable by other users.
• In order to provide U2connect and administer our promotional programs, we may share your Information with our third-party promotional and marketing partners, including, without limitation, businesses participating in our various programs.
• We may from time to time share Information with other companies who may provide you information about the products and services they offer. However, to the extent required by law, you will be given the opportunity to opt-out of such sharing.
• In an ongoing effort to better understand our users and our Assessments, we might analyze the Information in aggregate form in order to operate, maintain, manage, and improve U2connect. This aggregate information does not identify you personally. We may share this aggregate data with our affiliates, agents, and business partners. We may also disclose aggregated user statistics in order to describe our products and Assessments to current and prospective business partners and to other third parties for other lawful purposes.
• We may employ other companies and individuals to perform functions on our behalf. Examples may include companies and individuals providing marketing assistance, information technology support, and customer service. These other companies will have access to the Information only as necessary to perform their functions and to the extent permitted by law.
• We may share some or all of your Information with any of our parent companies, subsidiaries, joint ventures, or other companies under common control with us.
• As we develop our businesses, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, sale of assets, dissolution, or similar event, the Information may be part of the transferred assets.
• To the extent permitted by law, we may also disclose the Information when required by law, court order, or other government or law enforcement authority or regulatory agency, or whenever we believe that disclosing such Information is necessary or advisable, for example, to protect the rights, property, or safety of MDC, our users, or others.

How We Protect Your Information

We take commercially reasonable steps to protect the Information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Please understand, however, that no security system is impenetrable. We cannot guarantee the security of our databases, nor can we guarantee that the Information you supply will not be intercepted while being transmitted to and from us over the Internet. In particular, e-mail sent to or from U2connect may not be secure, and you should therefore take special care in deciding what information you send to us via e-mail.

Children

We do not knowingly collect Personal Information from children under the age of 13 through U2connect. If you are under 13, please do not give us any Personal Information. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce our Privacy Policy by instructing their children to never provide Personal Information through U2connect without their permission. If you have reason to believe that a child under the age of 13 has provided Personal Information to us, please contact us, and we will endeavor to delete that information from our databases.

California Residents

Under California Civil Code Section 1798.83, California residents who have an established business relationship with MDC may choose to opt out of our sharing your Personal Information with third parties for direct marketing purposes. If you are a California resident and (1) you wish to opt out; or (2) you wish to request certain information regarding our disclosure of your Personal Information to third parties for the direct marketing purposes, please send an e-mail to support@u2connect.com or write to us at:

Mike Dunne Consulting P/L. PO Box 399 Ettalong Beach NSW 2257 Australia

In addition, MDC does not monitor, recognize, or honor any opt-out or do not track mechanisms, including general web browser “Do Not Track” settings and/or signals.

External Websites

U2connect and the Assessments may contain links to third-party websites. MDC has no control over the privacy practices or the content of any of our business partners, advertisers, sponsors, or other websites to which we provide links. As such, we are not responsible for the content or the privacy policies of those third-party websites. You should check the applicable third-party privacy policy and terms of use when visiting any other websites.

Changes to This Privacy Policy

This Privacy Policy is effective as of the date stated at the top of this Privacy Policy. We may change this Privacy Policy from time to time, and will post any changes on U2connect as soon as they go into effect. By accessing or visiting U2connect after we make any such changes to this Privacy Policy, you are deemed to have accepted such changes. Please refer back to this Privacy Policy on a regular basis.

How to Contact Us If you have questions about this Privacy Policy, please e-mail us at support@u2assess.com

Copyright 2020 Mike Dunne Consulting P/L . All rights reserved.