Terms & Conditions

Software Subscription Agreement
We're All Sales, People LLC
Effective Date: April 22, 2025

This Software Subscription Agreement ("Agreement") is entered into between We're All Sales, People LLC, a Minnesota limited liability company ("Company," "we," or "us"), and the individual or entity purchasing access to the WASP platform ("Subscriber" or "you"). By purchasing a subscription, creating an account, or using the WASP platform, you agree to be bound by the terms of this Agreement.

1. Definitions

For purposes of this Agreement:

• "Platform" means the WASP (We're All Sales, People) software-as-a-service application, including all features, assessments, scoring tools, reports, and related services provided by the Company.
• "Subscription" means the license granted to Subscriber to access and use the Platform during the applicable Subscription Term.
• "Subscription Term" means the period for which Subscriber has paid for access to the Platform, beginning on the date of purchase.
• "Candidate" means any individual invited by Subscriber to complete an assessment through the Platform.
• "Assessment" means a scenario-based evaluation created by Subscriber using the Platform's tools and question library.
• "Content" means any text, data, responses, or other materials submitted to or generated by the Platform.

2. Subscription and Access

2.1 License Grant

Subject to the terms of this Agreement and timely payment of all applicable fees, the Company grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the Subscription Term solely for Subscriber's internal business purposes.

2.2 Subscription Plans

The Platform is offered under tiered subscription plans as described on the Company's website. Features, assessment limits, and pricing vary by plan. The Company reserves the right to modify plan features and pricing upon reasonable notice to existing Subscribers.

2.3 Account Registration

Subscriber must create an account to access the Platform. Subscriber is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under the account. Subscriber must notify the Company immediately of any unauthorized use or suspected security breach.

2.4 Authorized Users

Subscriber's account may be used only by the Subscriber and authorized personnel of Subscriber's organization. Subscriber may not share login credentials or permit unauthorized third parties to access the Platform.

3. Fees and Payment

3.1 Subscription Fees

Subscriber agrees to pay the subscription fees associated with the selected plan, as displayed at the time of purchase. All fees are quoted in U.S. dollars.

3.2 Payment Processing

Payments are processed through a third-party payment processor. By providing payment information, Subscriber authorizes the Company to charge the applicable fees. The Company does not store credit card or payment account information.

3.3 Renewal

Subscriptions automatically renew for successive Subscription Terms at the then-current subscription rate unless Subscriber cancels prior to the renewal date. Subscriber is responsible for managing renewal and cancellation through the account dashboard or by contacting the Company.

3.4 Refund Policy

All subscription fees are non-refundable except as required by applicable law or as expressly stated by the Company at the time of purchase. The Company may, in its sole discretion, offer credits or refunds in exceptional circumstances.

3.5 Taxes

Subscriber is responsible for all applicable taxes, duties, and similar charges associated with the Subscription, except for taxes based on the Company's net income.

4. Acceptable Use

4.1 Permitted Use

Subscriber may use the Platform to create assessments, invite Candidates, review scoring and reports, and conduct sales hiring and coaching activities consistent with the Platform's intended purpose.

4.2 Prohibited Use

• Use the Platform for any unlawful purpose or in violation of any applicable federal, state, or local law, including employment discrimination laws.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform.
• Resell, sublicense, or otherwise make the Platform available to third parties outside of Subscriber's organization without written consent from the Company.
• Use the Platform to harass, discriminate against, or make unlawful employment decisions based on protected characteristics.
• Upload or transmit malicious code, viruses, or any content that could damage the Platform or other users' systems.
• Attempt to gain unauthorized access to any part of the Platform, the Company's systems, or other accounts.
• Scrape, copy, or systematically extract the Company's assessment content, rubrics, or proprietary scoring methodology.

5. Intellectual Property

5.1 Company IP

The Platform, including all assessment questions, scoring rubrics, frameworks (including the Win Every Moment, Go-Get, and I Gotta Guy methodologies), software, design, and related materials, are the exclusive property of We're All Sales, People LLC and are protected by copyright, trademark, and other intellectual property laws. Nothing in this Agreement transfers any ownership interest in the Company's intellectual property to Subscriber.

5.2 Subscriber Content

Subscriber retains ownership of any custom assessment configurations, candidate data, and other content created or uploaded by Subscriber. Subscriber grants the Company a limited license to use such content solely to operate and improve the Platform.

5.3 Feedback

If Subscriber provides feedback or suggestions regarding the Platform, the Company may use such feedback without restriction or compensation to Subscriber.

6. Data and Privacy

6.1 Candidate Data

Subscriber is responsible for obtaining any required consent from Candidates prior to collecting and submitting their assessment responses through the Platform. Subscriber represents and warrants that its use of Candidate data complies with all applicable privacy laws.

6.2 Company Data Practices

The Company collects and processes data in accordance with its Privacy Policy, which is incorporated into this Agreement by reference. The Company may use anonymized, aggregated data derived from Platform usage to improve its services and for benchmarking purposes, provided that such data does not identify individual Candidates or Subscribers.

6.3 Data Security

The Company implements reasonable technical and organizational measures to protect data stored on the Platform. However, no system is completely secure, and the Company does not guarantee the absolute security of Subscriber or Candidate data.

6.4 Hiring Decisions

The Platform is designed to supplement, not replace, Subscriber's hiring process. Subscriber acknowledges that assessment results are one data point among many and that all employment decisions should be made by qualified personnel considering the full scope of a candidate's qualifications. The Company expressly disclaims responsibility for any employment decisions made based on Platform output.

7. Confidentiality

Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law. The Company's assessment content, rubrics, and proprietary methodology are considered confidential information of the Company.

8. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS. AI-GENERATED SCORING AND ASSESSMENTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL HR, LEGAL, OR EMPLOYMENT ADVICE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE'RE ALL SALES, PEOPLE LLC, ITS MEMBERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO SUBSCRIBER FOR ANY CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

Subscriber agrees to defend, indemnify, and hold harmless We're All Sales, People LLC and its members, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Subscriber's use of the Platform in violation of this Agreement; (b) Subscriber's violation of any applicable law or third-party rights; (c) any employment decisions made by Subscriber based on Platform output; or (d) Subscriber's collection or use of Candidate data.

11. Term and Termination

11.1 Term

This Agreement commences on the date of Subscriber's purchase and continues for the duration of the Subscription Term, renewing automatically as provided in Section 3.3.

11.2 Termination by Subscriber

Subscriber may cancel the Subscription at any time through the account dashboard. Cancellation takes effect at the end of the then-current Subscription Term. No refunds are provided for early cancellation except as described in Section 3.4.

11.3 Termination by Company

The Company may suspend or terminate Subscriber's access to the Platform immediately upon written notice if Subscriber: (a) materially breaches this Agreement and fails to cure within fifteen (15) days of notice; (b) engages in prohibited use as described in Section 4.2; or (c) fails to pay fees when due.

11.4 Effect of Termination

Upon termination, Subscriber's license to access the Platform immediately ceases. Subscriber is responsible for exporting any data prior to termination. The Company may retain anonymized data in accordance with its Privacy Policy. Sections 5, 7, 8, 9, 10, and 13 survive termination of this Agreement.

12. Modifications to Agreement

The Company reserves the right to modify this Agreement at any time. Material changes will be communicated to Subscribers via email or prominent notice on the Platform at least thirty (30) days before taking effect. Continued use of the Platform following the effective date of any modification constitutes acceptance of the updated Agreement. If Subscriber does not agree to the modified terms, Subscriber may cancel the Subscription prior to the effective date.

13. General Provisions

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.

13.2 Dispute Resolution

The parties agree to first attempt to resolve any dispute informally by contacting the Company. If informal resolution fails, disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association, conducted in Minneapolis, Minnesota. Each party waives its right to a jury trial. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights.

13.3 Entire Agreement

This Agreement, together with the Company's Privacy Policy and any order confirmation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings.

13.4 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.5 Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.

13.6 Assignment

Subscriber may not assign this Agreement or any rights hereunder without the prior written consent of the Company. The Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

13.7 Notices

Notices under this Agreement shall be sent to Subscriber at the email address on file with the account and to the Company at the contact information provided on the Platform's website.

13.8 Independent Contractor

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

14. Acceptance

BY PURCHASING A SUBSCRIPTION, CREATING AN ACCOUNT, OR USING THE PLATFORM, SUBSCRIBER ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF SUBSCRIBER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, SUBSCRIBER REPRESENTS THAT THEY HAVE AUTHORITY TO BIND THAT ORGANIZATION.