Terms & Conditions

Effective Date: August 27, 2025
Last Updated: August 27, 2025

Article I. Definitions & Interpretation

Section 1.01 Definitions

For purposes of these Terms and Conditions of Use (these "Terms"), the following capitalized terms shall have the meanings set forth below:

(a) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.

(b) "Assivo" means Assivo, Inc., an Illinois corporation, and its successors and assigns.

(c) "Client" or "you" means the individual or entity accessing or using the Services or Website, and such Person's successors and assigns.

(d) "Confidential Information" means all non-public, proprietary, or confidential information disclosed by either party to the other party.

(e) "Intellectual Property Rights" means all intellectual property rights worldwide, including without limitation patents, copyrights, trademarks, trade secrets, and moral rights.

(f) "Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

(g) "Services" means the business process outsourcing, technology services, and related consulting services provided by Assivo.

(h) "Website" means the websites operated by Assivo at assivo.com and related subdomains.

Section 1.02 Interpretation

(a) The headings in these Terms are for convenience only and shall not affect their interpretation. (b) References to "including" shall be deemed to mean "including without limitation." (c) Words importing the singular include the plural and vice versa. (d) References to any statute or regulation shall include such statute or regulation as amended, modified, or superseded from time to time.

Article II. Acceptance & Binding Effect

Section 2.01 Agreement Formation and Capacity

(a) Binding Agreement. By accessing or using the Website or Services, Client acknowledges having read, understood, and agreed to be bound by these Terms in their entirety, which constitute a legally binding agreement between Client and Assivo.

(b) Authority and Capacity. Client represents, warrants, and covenants that: (i) if an individual, Client has reached the age of majority in Client's jurisdiction of residence and has the legal capacity to enter into these Terms; (ii) if representing an entity, Client has been duly authorized by such entity to enter into these Terms and bind such entity thereto; and (iii) the execution and performance of these Terms will not violate any applicable law or breach any other agreement to which Client is a party.

Section 2.02 Modifications and Updates

(a) Right to Modify. Assivo reserves the unqualified right to modify, amend, or update these Terms at any time and in its sole discretion, provided that material modifications affecting Client's substantive rights shall be communicated in accordance with Section 2.02(b).

(b) Notice and Effective Date. Material modifications shall be communicated through conspicuous notice on the Website or via electronic communication to Client's most recent email address. Such modifications shall become effective thirty (30) days after notice, unless Client discontinues use of the Services prior to such effective date.

(c) Continued Use Constitutes Acceptance. Client's continued access to or use of the Website or Services following the effective date of any modifications constitutes Client's acceptance of such modifications.

Article III. Services Framework & Delivery

Section 3.01 Service Categories and Global Delivery Model

(a) Service Offerings. Assivo provides business process outsourcing, technology services, and related consulting services, as more particularly described in applicable Service Agreements executed between the parties.

(b) Global Delivery Infrastructure. Services are delivered through Assivo's global delivery framework utilizing resources in Chicago, Mexico City, Mumbai, Chennai, and such other locations as Assivo may determine appropriate for optimal service delivery and operational efficiency.

(c) Service Standards and Performance. Assivo shall endeavor to provide Services in accordance with: (i) industry-standard practices and methodologies; (ii) agreed-upon service level agreements and performance metrics as set forth in applicable Service Agreements; (iii) applicable regulatory and compliance requirements; and (iv) professional standards of care customary in the outsourcing industry.

Section 3.02 Service Engagement Framework and Contract Hierarchy

(a) Contract Hierarchy. These Terms govern general Website use and preliminary business discussions. Formal service engagements are governed by separately executed master service agreements, statements of work, or other written agreements ("Service Agreements"), which shall take precedence over these Terms with respect to all matters relating to contracted Services.

(b) Proposal Terms and Validity. Service proposals, estimates, and recommendations: (i) are valid for the period specified therein or, if no period is specified, thirty (30) days from the date of proposal; (ii) are subject to change based on scope modifications or material changes in market conditions; and (iii) are non-binding until formalized through execution of definitive Service Agreements.

(c) Confidentiality Framework. Preliminary discussions are subject to the confidentiality provisions set forth herein. Formal service engagements require execution of separate confidentiality agreements with enhanced protections commensurate with the nature of the contemplated Services.

Article IV. Website Terms & Acceptable Use

Section 4.01 Permitted Uses and License Grant

(a) Authorized Activities. Subject to these Terms, Client may use the Website solely for legitimate business purposes, including: (i) researching Assivo's service capabilities and thought leadership content; (ii) engaging with Assivo's business development representatives in connection with potential service relationships; and (iii) accessing client portals and service-related resources where specifically authorized in writing.

(b) Limited License. Subject to these Terms, Assivo grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Website solely for the permitted purposes set forth in Section 4.01(a).

Section 4.02 Prohibited Activities and Conduct

Client shall not, and shall not permit any third party acting on Client's behalf to:

(a) use the Website for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation;

(b) attempt to gain unauthorized access to any portion of the Website, other user accounts, computer systems, or networks connected to the Website through hacking, password mining, or any other means;

(c) interfere with or disrupt the integrity or performance of the Website or the data contained therein, or attempt to decrypt any transmissions to or from servers running the Website;

(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, file formats, or non-public APIs from the Website;

(e) use any automated means, including without limitation robots, crawlers, spiders, or scrapers, to access, monitor, or copy any portion of the Website without express written authorization from Assivo;

(f) transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature through the Website; or

(g) infringe upon or violate the intellectual property rights of Assivo or any third party.

Section 4.03 Intellectual Property Protection

(a) Proprietary Rights. All Website content, including without limitation text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, and design elements, constitutes proprietary property of Assivo or is used under appropriate license agreements. All rights not expressly granted herein are specifically reserved by Assivo.

(b) Trademark Notice. Assivo and related marks are trademarks or registered trademarks of Assivo. All other trademarks appearing on the Website are the property of their respective owners.

Article V. Data Protection & Confidentiality

Section 5.01 Information Security Framework

(a) Security Measures. Assivo implements commercially reasonable technical and organizational measures designed to protect Client data and maintain confidentiality in accordance with: (i) industry security standards and best practices; (ii) applicable data protection regulations, including without limitation the General Data Protection Regulation, California Consumer Privacy Act, and Health Insurance Portability and Accountability Act, as applicable; and (iii) contractual confidentiality and security obligations.

(b) Data Processing Governance. Client data processing activities are governed by Assivo's Privacy Policy, which is incorporated herein by reference and may be accessed at assivo.com/privacy.

Section 5.02 Mutual Confidentiality Obligations

(a) Confidential Information Definition. Each party acknowledges that it may have access to certain confidential information of the other party. "Confidential Information" means all non-public, proprietary information, whether oral, written, graphic, or electronic, disclosed by one party to the other party.

(b) Confidentiality Undertaking. Each party agrees to: (i) maintain in confidence all Confidential Information of the disclosing party; (ii) not disclose such Confidential Information to any third parties without the prior written consent of the disclosing party; and (iii) use such Confidential Information solely for the purposes contemplated by these Terms and any related Service Agreements.

(c) Standard Exceptions. The obligations in this Section 5.02 shall not apply to information that: (i) is or becomes publicly available through no breach of these Terms by the receiving party; (ii) is rightfully received by the receiving party from a third party without breach of any confidentiality obligation; (iii) is independently developed by the receiving party without use of or reference to the Confidential Information; or (iv) is required to be disclosed by applicable law or court order, provided the receiving party provides reasonable advance notice to the disclosing party.

Article VI. Representations, Warranties, & Disclaimers

Section 6.01 Mutual Representations and Warranties

Each party represents and warrants to the other that: (a) it has full corporate power and authority to execute and perform these Terms; (b) the execution of these Terms by such party has been duly authorized by all necessary corporate action; (c) these Terms have been duly executed and delivered by such party and constitute legal, valid, and binding obligations of such party; and (d) neither the execution and delivery of these Terms nor the performance of such party's obligations hereunder will violate applicable law or result in a breach of any other agreement to which such party is bound.

Section 6.02 Service Availability and Performance Disclaimers

(a) Best Efforts Standard. While Assivo endeavors to provide maximum service availability, Assivo does not guarantee uninterrupted access to the Website or Services. Planned maintenance activities and emergency maintenance may temporarily affect service availability.

(b) Information Accuracy Disclaimer. Assivo endeavors to maintain accurate and current information but makes no representations or warranties regarding the completeness, accuracy, or reliability of Website content, market information, or general recommendations provided outside the scope of formal Service Agreements.

Section 6.03 Disclaimer of Warranties

(a) AS-IS BASIS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.01, THE WEBSITE AND ANY SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND.

(b) DISCLAIMER. ASSIVO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

(c) THIRD-PARTY CONTENT. ASSIVO ASSUMES NO RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIRD-PARTY CONTENT, LINKS, OR RESOURCES REFERENCED ON THE WEBSITE.

Article VII. Limitation of Liability & Indemnification

Section 7.01 Limitation of Liability

(a) AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASSIVO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR ANY PRELIMINARY SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000).

(b) EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL ASSIVO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ASSIVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Service-Specific Limitations. Liability limitations for formal service engagements shall be governed by the applicable Service Agreements, which may provide for different limitation of liability provisions.

Section 7.02 Indemnification by Client

Client agrees to defend, indemnify, and hold harmless Assivo and its officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Client's violation of these Terms or applicable law; (b) Client's unauthorized use of the Website or Services; (c) Client's breach of any representation, warranty, or covenant contained herein; or (d) any negligent acts or omissions or willful misconduct by Client.

Article VIII. Dispute Resolution & Governing Law

Section 8.01 Governing Law and Jurisdiction

(a) Choice of Law. These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to its conflict of laws principles.

(b) Exclusive Jurisdiction and Venue. Any legal action or proceeding arising out of or relating to these Terms shall be instituted exclusively in the state and federal courts located in Cook County, Illinois, and each party hereby irrevocably submits to the exclusive personal jurisdiction of such courts and waives any objection to venue therein.

(c) WAIVER OF JURY TRIAL. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.02 Alternative Dispute Resolution

(a) Mandatory Informal Resolution. Prior to initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation between authorized representatives for a period of thirty (30) days following written notice of the dispute.

(b) Service Agreement Disputes. Disputes relating to formal service engagements may be subject to alternative dispute resolution mechanisms as specifically provided in the applicable Service Agreements.

Article IX. Compliance & Regulatory Matters

Section 9.01 Export Control and Trade Compliance

(a) Export Restrictions. The Website content, Services, and related technical data are subject to U.S. export control laws and regulations, including without limitation the Export Administration Regulations administered by the Department of Commerce and the International Traffic in Arms Regulations administered by the Department of State.

(b) Client Compliance Obligations. Client represents, warrants, and covenants that it shall comply with all applicable export control, trade sanctions, anti-boycott, and related laws and regulations in its use of the Website and any Services.

Section 9.02 Anti-Corruption and Ethical Business Practices

(a) Anti-Corruption Laws. All business relationships between the parties must comply with applicable anti-corruption laws, including without limitation the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and similar international anti-corruption statutes and regulations.

(b) Ethical Conduct Representation. Each party represents and warrants that it shall conduct all interactions and business dealings in accordance with applicable law and the highest standards of ethical business conduct.

Article X. General Provisions

Section 10.01 Entire Agreement and Amendment

(a) Integration Clause. These Terms, together with the Privacy Policy incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter.

(b) Amendment. These Terms may be amended only in accordance with Section 2.02 hereof with respect to unilateral amendments by Assivo, or by written agreement signed by authorized representatives of both parties with respect to bilateral amendments.

Section 10.02 Assignment and Successors

(a) Assignment Restriction. Client may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without the prior written consent of Assivo, which consent may be withheld in Assivo's sole discretion. Any attempted assignment in violation of this Section 10.02(a) shall be null and void ab initio.

(b) Assivo Assignment Rights. Assivo may freely assign these Terms and its rights and obligations hereunder without Client consent in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

(c) Binding Effect. Subject to the assignment restrictions set forth above, these Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 10.03 Severability and Waiver

(a) Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect, and such invalid, illegal, or unenforceable provision shall be deemed reformed to the minimum extent necessary to make it valid, legal, and enforceable.

(b) No Waiver. No failure or delay by either party in exercising any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Section 10.04 Force Majeure

Neither party shall be deemed in default of these Terms or liable for any delay in or failure of its performance hereunder (other than payment obligations) if such delay or failure arises from any cause beyond the reasonable control of such party, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, strikes, labor disputes, governmental actions, epidemic, pandemic, or failures of the internet or other network infrastructure.

Section 10.05 Survival

The following provisions shall survive any termination or expiration of these Terms: Article I (Definitions and Interpretation), Section 5.02 (Mutual Confidentiality Obligations), Article VII (Limitation of Liability and Indemnification), Article VIII (Dispute Resolution and Governing Law), and Article X (General Provisions).

Article XI. Notices & Communications

Section 11.01 Notice Requirements

All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when transmitted via confirmed facsimile or electronic mail to the addresses set forth below (provided that electronic transmission is confirmed by telephone or return electronic transmission); or (c) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at their respective addresses set forth in Section 11.02.

Section 11.02 Contact Information

For all legal notices, communications, and correspondence regarding these Terms:

To Assivo:
Assivo, Inc.
Attention: General Counsel
444 West Lake Street, Suite 1700
Chicago, Illinois 60606
Telephone: (312) 416-8649
Email: legal@assivo.com

To Client:
At the most recent contact information provided to Assivo

These Terms and Conditions represent a comprehensive legal framework governing the relationship between the parties. Both parties should carefully review all provisions and consult with qualified legal counsel regarding any questions concerning these Terms or their legal implications.