These Program terms and conditions (“Agreement”) are made by and between VComply Technologies, Inc. having its business address at 75 E. Santa Clara St. Suite 900 San Jose, CA 95113 and individuals that chose to participate in the Program by following the steps detailed in this Agreement (“Participants”). This Agreement enters into effect the earlier of (i) the date Participants accept the Agreement or (ii) the date a Participant follow the steps detailed in Section 2 below and elects to participate in the Program (“Effective Date”).

1. ELIGIBILITY

This Program is open to Participants who are age 18 years or older at the time of entry and residents of the United States or Canada (excluding the province of Quebec). This Program is not open to: (1) employees or customers of VComply or its parent/subsidiaries, agents or affiliates; (2) the immediate family members or members of the same household of any such employee or customer; (3) anyone professionally involved in the development or administration of this Program; (4) employees of governments and government-affiliated companies or organizations; (5) employees, consultants, or agents of competitors of VComply (including any parent/subsidiary or affiliate of such competitor) or (6) any individual whose employer’s guidelines or regulations do not allow entry in the Program or acceptance of the prize(s).

2. HOW TO PARTICIPATE

To participate in the Program, read this Agreement, meet the eligibility requirements set forth above, and complete a full live one-on-one product demonstration pre-scheduled through the special invitation email link sent to qualified participants and completed by May 31, 2022 (each a “Demo”).

3. REWARDS

Subject to the terms and conditions of this Agreement, and once confirmed by VComply, one (1) Participant will be selected through a random drawing conducted on or around May 31, 2022 to receive a a free ticket to attend the Higher Education Conference, 2022 covering Air-tickets and Accommodation.

4. CONDITIONS

This Program is subject to applicable federal, state and local laws. By participating in the Program, Participants agree: (a) to be bound by these terms and conditions and the decisions of VComply, which shall be final and binding; and (b) to waive any right to claim ambiguity in the Program or these terms and conditions, except where prohibited by law. Taxes, if any, are the sole responsibility of the Participants; and Participants may be issued an IRS Form 1099 or other tax documentation for the approximate retail value of any redeemed reward. By participating in the Program, all Participants agree to release and hold harmless VComply and its directors, employees, officers, licensees, licensors and agents, and respective advertising and Program entities and any person or entity associated with the administration of the Program (collectively, the “Released Parties”), from and against any and all rights, claims and causes of action whatsoever that they may have, or which may arise, against any of them for any liability for any matter, cause or thing whatsoever, including but not limited to any injury, loss, damage, whether direct, compensatory, incidental or consequential, to person, including death and damage to property, arising in whole or in part, directly or indirectly, from their acceptance, possession, use or misuse of a reward, or their participation in the Program, or their participation in any Program or reward related activity. Each Participant acknowledges that the Released Parties have neither made, nor are in any manner responsible or liable for, any warranty, representation or guarantee, expressed or implied, in fact or in law, relative to any reward or the Program. Each Participant will accept the reward “AS IS.”

None of the Released Parties are responsible for: (a) lost, late, misdirected, undeliverable, incomplete or indecipherable entries due to system errors or failures, or faulty transmissions or other telecommunications malfunctions and/or entries; (b) technical failures of any kinds; (c) failures of any of the equipment or programming associated with or utilized in the Program; (d) unauthorized human and/or mechanical intervention in any part of the submission process or the Program; or (e) technical or human error which may occur in the administration of the Program or the processing of entries.

Use of any automated entry device or software is prohibited. Creation or use of multiple accounts for registration or participation in the Program is prohibited. To the extent the Program uses or requires functionality of any third-party website (e.g., social media sites or platforms that enable broad communications, collaboration and/or posting of videos), you understand that the Program is not sponsored by such third parties, and further agree to follow the policies on such website(s), as applicable. VComply reserves the right to disqualify any Participant it finds to be tampering with the reward process or the operation of the Program or violating these terms and conditions, and reserves the right to cancel the Program should it suspect fraud or for reasons out of the control of VComply. Disputes regarding these terms and conditions and/or this Program will be governed by the internal laws of California. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION OF SUCH PERSON FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, VCOMPLY RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

All Participants are solely responsible for compliance with any applicable laws, rules and regulations, contractual limitations and/or office or company policies, if any, regarding Participant’s participation in the Program or redemption and acceptance of Program rewards; and by entering this Program, Participant confirms that he or she is not in violation of any of the foregoing and has obtained the consent of his or her employer to participate, if applicable. If a Participant is not permitted to accept any redeemed reward, then the Participant shall take reasonable efforts to inform VComply as soon as possible, however, should a prize or reward be shipped to Participant prior to participant being able to inform VComply of such circumstances, Participant may return such prize to VComply ; and VComply will refund the cost of shipment, as appropriate.

Subject to applicable law, VComply reserves the right, in its discretion, to (a) cancel, terminate, modify or suspend this Program and these terms and conditions, for any reason, at any time and without any liability, and (b) limit or restrict participation in the Program, upon notice.

5. PUBLICITY

Participants acknowledge and agree that VComply may use the Program for publicity, advertising or other marketing purposes in any media, and may use the name, likeness, and state of residence and/or reward information of potential Participants as part of that publicity, without additional compensation to the potential Participants.

6. COMPUTER, INTERNET, AND PROGRAM ADMINISTRATION

VComply is not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by VComply on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof. If for any reason the Program is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which, in VComply’s sole determination, corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Program, VComply reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Program. If the Program is cancelled for any reason, notice will be posted on the Program website and the rewards may, in VComply’s discretion, be awarded to eligible Participants.

7. PRIVACY

Any personal information collected by VComply will be used for the administration of the Program and in accordance with VComply’s privacy notice. Any questions regarding privacy matters should be directed to VComply’s address as listed in the first paragraph of this Agreement. Please refer to VComply privacy notice located at Terms of Service for important information regarding the collection, use and disclosure of personal information by VComply.

8. CONFIDENTIAL INFORMATION

In connection with the Program, Participants may receive proprietary VComply information. Participants shall hold confidential and shall not use or permit others to use any proprietary information identified as such in writing or orally by VComply or information which Participant knows or has reason to know is confidential, proprietary or trade secret information of VComply.

9. FORCE MAJEURE

VComply shall not be liable for any delay or failure in performance whatsoever due to Acts of God, earthquakes, shortages of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics and similar occurrences. The obligations and rights of VComply shall be extended on a day-to-day basis for a period of time equivalent to the period of the delay.

10. NO WAIVER

No waiver of rights under this Agreement by either party shall constitute a waiver of this or any other right under this Agreement.

11. SEVERABILITY

In the event that any term of this Agreement becomes or is declared illegal by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect.

12. SURVIVAL

Sections 3, 4, 6, 8, 11 and any rights and obligations which by their nature should survive termination or expiration, shall survive the termination or expiration of this Agreement.

13. NO AGENCY

Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

14. ENTIRE AGREEMENT

This Agreement is the entire agreement between the parties hereto concerning the subject matter hereof and replaces any prior oral or written communications between the parties.