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    End User License Agreement

    Effective Date: November 29, 2025 | Last Updated: October 1, 2026

    This End User License Agreement ("Agreement" or "EULA") is a legally binding contract between you ("User," "you," or "your") and Ascend Leads, LLC ("Company," "we," "us," or "our") governing your access to and use of the WarleyHub platform, including our website, mobile applications, and related services (collectively, the "Service").

    BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

    1. Definitions

    • "Agency" means a workforce staffing organization, services company, or similar entity that subscribes to the Service to manage their workforce operations.
    • "Agency Administrator" means individuals designated by an Agency to manage their Agency's account and users on the Service.
    • "Authorized User" means any individual granted access to the Service by an Agency, including but not limited to workers, staff members, clients, and administrators.
    • "Content" means any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, links, and other content or materials.
    • "Worker" means professionals, contractors, and other service providers who use the Service.
    • "Personal Data" has the meaning set forth in our Privacy Policy.
    • "Sensitive Data" means any information subject to regulatory protection (e.g., student records under FERPA, patient data under HIPAA) that is maintained by an Agency.

    2. License Grant and Restrictions

    2.1 License Grant

    Subject to the terms of this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes (if you are an Agency) or personal use (if you are an individual Authorized User), in accordance with this Agreement and any applicable subscription plan.

    2.2 Restrictions

    You agree NOT to:

    • Copy, modify, adapt, translate, or create derivative works based on the Service;
    • Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;
    • Rent, lease, loan, sell, sublicense, distribute, or otherwise transfer the Service to any third party;
    • Remove, alter, or obscure any proprietary notices on the Service;
    • Use the Service to build a competing product or service;
    • Use the Service for any unlawful purpose or in violation of any applicable laws;
    • Use automated systems, bots, or scripts to access the Service without our express written permission;
    • Attempt to gain unauthorized access to the Service or its related systems;
    • Interfere with or disrupt the integrity or performance of the Service;
    • Transmit any viruses, malware, or other harmful code;
    • Harvest or collect information about other users without their consent;
    • Impersonate any person or entity or misrepresent your affiliation;
    • Use the Service to send unsolicited communications (spam).

    3. Account Registration and Security

    3.1 Account Creation

    To use certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

    3.2 Account Security

    You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to protect your account credentials.

    3.3 Age Requirements

    The Service is not intended for individuals under the age of 18. If you are under 18, you may only use the Service with the involvement and consent of a parent or legal guardian. Agencies are responsible for ensuring that their users meet the applicable age requirements.

    4. Subscription and Payment Terms

    4.1 Subscription Plans

    WarleyHub is in an early-access period: every feature is available at no cost and we don't collect payment details (see Section 5.1 of our Terms of Service). Once paid plans begin, use of the Service requires a paid subscription. We will tell you by email at least 30 days before paid plans begin, and you will never be charged unless you choose a paid plan. Current subscription plans and pricing are available on our website. We reserve the right to modify our pricing with 30 days' notice to existing subscribers.

    4.2 Payment Processing

    Payments are processed through our third-party payment processors, Stripe and PayPal. By subscribing to the Service, you agree to the terms of service of the processor that handles your payment. We do not store complete credit card information on our servers.

    4.3 Platform Fees

    Agencies using our payment processing features agree to pay applicable platform fees on transactions processed through the Service. Current fee rates are disclosed during payment-account onboarding and in your Agency dashboard.

    4.4 Billing Cycle

    Subscriptions are billed on a recurring basis (monthly or annually, as selected). Your subscription will automatically renew unless you cancel before the end of the current billing period.

    4.5 Refunds

    Subscription fees are generally non-refundable. However, we may provide refunds or credits at our sole discretion. When an Agency refunds a client payment that was processed through the Service's Stripe integration, the platform fee on that payment is returned in proportion to the amount refunded; platform fees are otherwise non-refundable except as required by law. See our Refund Policy.

    5. User Content and Conduct

    5.1 User Content

    You retain ownership of Content you submit to the Service. By submitting Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display such Content solely for the purpose of providing the Service to you.

    5.2 Content Standards

    You agree that your Content will not:

    • Be defamatory, obscene, abusive, or offensive;
    • Infringe any intellectual property or other rights of any party;
    • Contain viruses or other harmful code;
    • Violate the privacy or publicity rights of any third party;
    • Contain false or misleading information;
    • Violate any applicable law or regulation.

    5.3 Content Removal

    We reserve the right to remove any Content that violates this Agreement or that we determine, in our sole discretion, is otherwise objectionable.

    6. Sensitive Data and Regulatory Compliance

    6.1 Sensitive Data Protection

    We understand that Agencies may input Sensitive Data into the Service. We are committed to protecting Sensitive Data in accordance with applicable regulations, including FERPA (education), HIPAA (healthcare), ABA Ethics Rules (legal), and other industry-specific requirements.

    6.2 Authorized Access Designation

    To the extent required under applicable regulations, the Agency designates us as an authorized processor with a legitimate interest in the Sensitive Data for purposes of providing the Service.

    6.3 Data Use Limitations

    We will only use Sensitive Data for the purposes of providing the Service. We will not use Sensitive Data for advertising or marketing purposes. We will not disclose Sensitive Data to third parties except as necessary to provide the Service or as required by law.

    7. Third-Party Integrations

    7.1 Integration Services

    The Service may integrate with third-party services, including but not limited to:

    • Stripe - Payment processing and financial services
    • PayPal - Payment processing
    • Gusto - Payroll management and processing
    • QuickBooks - Accounting and financial management

    7.2 Third-Party Terms

    Your use of third-party integrations is subject to the respective third party's terms of service and privacy policies. We are not responsible for the practices or policies of third-party services. You authorize us to transmit your data to these third parties as necessary to provide the integrated features.

    7.3 Integration Authorization

    By enabling a third-party integration, you represent that you have the authority to connect that third-party account and to authorize the data sharing necessary for the integration to function.

    8. Intellectual Property

    8.1 Our Intellectual Property

    The Service and its original content, features, and functionality are owned by Ascend Leads, LLC and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

    8.2 Feedback

    If you provide us with any feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback for any purpose without compensation to you.

    9. Termination

    9.1 Termination by You

    You may terminate your account at any time by contacting us or using the account cancellation features in the Service. Termination does not entitle you to a refund of any fees paid.

    9.2 Termination by Us

    We may suspend or terminate your access to the Service immediately, without prior notice, if:

    • You breach any provision of this Agreement;
    • You fail to pay any fees when due;
    • We are required to do so by law;
    • We discontinue the Service.

    9.3 Effect of Termination

    Upon termination, your right to use the Service will immediately cease. We may delete your Content and data within 30 days of termination, unless we are required to retain it by law. Provisions of this Agreement that by their nature should survive termination will survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

    9.4 Data Export

    Upon request made within 30 days of termination, we will provide you with an export of your data in a commonly used format, subject to our data retention policies and legal requirements.

    10. Disclaimers

    THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

    We do not warrant that:

    • The Service will be uninterrupted, secure, or error-free;
    • The results obtained from using the Service will be accurate or reliable;
    • The quality of the Service will meet your expectations;
    • Any errors in the Service will be corrected.

    We are not responsible for:

    • The conduct of any Educators, Agencies, or other users of the Service;
    • The quality of educational services provided by Educators;
    • Background checks or verification of Educators (unless explicitly offered as a feature);
    • Employment decisions made by Agencies or schools;
    • Payment disputes between Agencies and their clients.

    11. Limitation of Liability

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASCEND LEADS, LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

    • Your access to or use of or inability to access or use the Service;
    • Any conduct or content of any third party on the Service;
    • Any content obtained from the Service;
    • Unauthorized access, use, or alteration of your transmissions or content;
    • Any other matter relating to the Service.

    IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

    12. Indemnification

    You agree to defend, indemnify, and hold harmless Ascend Leads, LLC and its officers, directors, employees, agents, licensors, and suppliers from and against any claims, actions, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

    • Your use of the Service;
    • Your violation of this Agreement;
    • Your violation of any rights of another party;
    • Your Content;
    • Your violation of any applicable laws or regulations.

    13. Dispute Resolution

    13.1 Informal Resolution

    Before filing a claim, you agree to try to resolve the dispute informally by contacting us at legal@warleyhub.com. We will try to resolve the dispute informally within 60 days.

    13.2 Arbitration Agreement

    If we cannot resolve the dispute informally, you and we agree to resolve any claims relating to this Agreement or the Service through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in Philadelphia, Pennsylvania (Philadelphia County), unless we agree otherwise.

    13.3 Class Action Waiver

    YOU AND WE AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

    13.4 Exceptions

    Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

    14. General Provisions

    14.1 Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions. Except as provided in Section 13.4, any claim that is not subject to arbitration shall be brought only in the state or federal courts located in Philadelphia County, Pennsylvania.

    14.2 Entire Agreement

    This Agreement, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitutes the entire agreement between you and us regarding the Service.

    14.3 Severability

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

    14.4 Waiver

    Our failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

    14.5 Assignment

    You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without restriction.

    14.6 Notices

    We may provide notices to you via email, posting on the Service, or other reasonable means. You may provide notices to us by mail at our registered address or by email to legal@warleyhub.com.

    14.7 Force Majeure

    We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

    15. Changes to This Agreement

    We reserve the right to modify this Agreement at any time. We will notify you of any material changes by posting the new Agreement on the Service and updating the "Last Updated" date. Your continued use of the Service after such changes constitutes your acceptance of the new Agreement. If you do not agree to the modified terms, you must stop using the Service.

    16. Contact Information

    If you have any questions about this Agreement, please contact us at:

    Ascend Leads, LLC
    Philadelphia, PA
    Email: legal@warleyhub.com
    Website: https://warleyhub.com

    By using the WarleyHub Service, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.