IMPORTANT: This End User License Agreement ("EULA") is a legal agreement between you ("End User") and Engagifii ("Company") governing your access to and use of the Engagifii Platform ("Platform"). By accessing or using the Platform, you acknowledge that you have read and understood this EULA, you have the right to agree to this licensing agreement on your organization’s behalf and you agree to be bound by this EULA’s terms and conditions.

1. Definitions

• • Platform: The proprietary software as a service ("SaaS") platform provided by the Company, including all associated documentation, data, and content.
  • Direct Customer: The entity that directly contracts with the Company to use the Platform.
  • End User: Any individual or entity authorized by a Direct Customer to access and use the Platform.
  • Content: Any data, text, graphics, images, audio, video, or other information uploaded, submitted, or posted by End Users to the Platform.

2. Grant of License. Subject to the terms and conditions of this EULA, Company grants you a non-exclusive, non-transferable, limited license to access and use the Platform solely for the internal purposes of your organization and as designated by the association or other organization that directly contracts with Company to use the Platform and also the entity that invited you (your “Invitor”) and as authorized by your Invitor’s designated administrator ("Direct Customer Admin"). This license does not grant you any rights in or to the Platform other than those expressly granted herein.
   
   
3. Use of the Platform. You may use the Platform only for your intended purposes as authorized by Direct Customer Admin. You agree not to use the Platform for any illegal, unauthorized, or unethical purpose, or in any manner that could harm, damage, or disable the Platform or infringe upon the rights of Company or any third party.
   
   
4. Restricted Activities. You agree not to:

• • Access, tamper with, or reverse engineer any source code or underlying components of the Platform.
  • Modify, copy, distribute, license, sell, rent, lease, sublicense, or commercially exploit the Platform.
  • Remove or obscure any proprietary notices or markings from the Platform.
  • Use the Platform in a manner that violates any applicable law or regulation.
  • Impersonate any person or entity or misrepresent your relationship with Company or Direct Customer.
  • Use the Platform to collect or store personal data of any third party without their express consent.
  • Engage in any activity that could interfere with the operation of the Platform or jeopardize the security of the Platform or any data stored therein.

5. Content. You are solely responsible for any content you upload, transmit, or share through the Platform. You represent and warrant that you own all rights to the Content or have obtained all necessary permissions and licenses to use and share it. You agree to comply with all applicable laws and regulations relating to your Content, including those governing intellectual property, privacy, and data protection.
   
   
6. Data Protection. Company is committed to protecting the privacy of End Users and Direct Customers. For information on how the Company handles your data, please refer to our Privacy Policy, which is incorporated into this EULA by reference.
   
   
7. Termination. Company may terminate this EULA at any time and for any reason, with or without notice. You may terminate this EULA by ceasing all use of the Platform. Upon termination of this EULA, all rights granted to you hereunder shall immediately terminate, and you shall delete all copies of and any access credentials to the Platform in your possession or control.
   
   
8. Disclaimer of Warranties. THE PLATFORM IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
   
   
9. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
   
10. Indemnification. You agree to indemnify and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Platform or your breach of this EULA.
    
    
11. Governing Law. This EULA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.
    
    
12. Entire Agreement. This EULA constitutes the entire agreement between you and Company with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
    
    
13. Severability. If any provision of this EULA is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
    
    
14. Waiver. No waiver of any provision of this EULA shall be deemed a further or continuing waiver of such provision or any other provision.
    
    
15. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, sent by certified or registered mail, postage prepaid, return receipt requested, sent by overnight courier, or transmitted by confirmed facsimile to the addresses set forth below