Terms and Conditions

These Terms and Conditions ("Terms") govern your use of Aspen's websites, applications, and hosted services (collectively, the "Services"), along with any related agreement or legal relationship with Pando HR, Inc. ("Aspen", "we", "us"). Please read these Terms carefully. By using the Services, you agree to be bound by them. If you do not agree, do not use the Services.

Capitalized terms have the meanings given in the section in which they appear. Some provisions may apply only to certain categories of users (for example, consumers in specific jurisdictions). Such limitations are called out where they apply. Otherwise, the provisions apply to all users.

1. Acceptance

By accessing or using the Services, you confirm that you have read and agree to these Terms and to our Privacy Policy. If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.

These Terms apply to all users without restriction. Additional terms may apply to specific features, paid plans, or order forms, and where they conflict with these Terms the more specific document controls.

2. The Services

Aspen provides software-as-a-service tools for continuous performance management, delivered through our website, applications, and integrations (including Slack). Aspen is designed to support, not replace, manager judgment. Outputs generated by Aspen are intended to assist decision-making, and you are responsible for the decisions you make using them.

3. Account registration

To use most features you'll need an account. You agree to:

• provide accurate, current, and complete information
• keep your credentials confidential and secure
• take responsibility for activity that occurs under your account
• notify us promptly of unauthorized access

We may suspend or close accounts that include false information, are dormant, or are used in breach of these Terms.

4. Early access and beta features

Aspen is currently offered in early access. During this period:

• the Services may change significantly, including features being added, modified, or removed
• access may be provided at no charge or under promotional pricing for a limited time
• the Services may be interrupted, rate-limited, or temporarily unavailable
• features may be designated as "beta", "preview", or "experimental" and provided without service level commitments

We will give reasonable notice of material changes that affect your continued access. Beta and preview features are offered "as is" and may be discontinued at our discretion.

5. Subscription, trials, and billing

If you subscribe to a paid plan:

• fees are billed according to the plan or order form you select
• you authorize recurring charges to your payment method
• taxes may apply and are your responsibility unless stated otherwise
• non-payment may result in suspension or termination of your account

If we offer a free trial, the trial is limited in scope and duration and may end at our discretion. If you continue to use the Services after the trial ends, you may be charged according to the applicable plan.

6. Cancellation and refunds

You may cancel your subscription at any time using the controls in the Services or by contacting us. Fees already paid are generally non-refundable, except where required by law or as stated in your order form. We may suspend or terminate your access for breach of these Terms, misuse, or non-payment.

7. Your data and content

You retain all rights in the data and content you submit to the Services ("Customer Data"). You grant Aspen a worldwide, non-exclusive license to host, process, transmit, display, and otherwise use Customer Data solely to:

• provide, maintain, and improve the Services
• prevent or address technical issues, fraud, or abuse
• comply with legal obligations

We may use de-identified or aggregated information derived from Customer Data to improve and develop the Services, provided it does not identify you, your organization, or any individual.

You are responsible for the accuracy and legality of Customer Data and for obtaining the rights and consents needed to provide it to us, including consents from the individuals it describes where required.

8. Acceptable use

You agree not to:

• violate any applicable law, regulation, or third-party right
• upload malware, viruses, or other harmful code
• access or attempt to access systems, accounts, or data you are not authorized to access
• reverse engineer, decompile, or attempt to derive the source code or underlying models of the Services, except where this restriction is prohibited by applicable law
• use the Services to build a competing product, train a competing model, or scrape data at scale
• impair the Services or interfere with other users' access
• use the Services for unlawful surveillance, harassment, discrimination, or to harm individuals

We reserve the right to take any appropriate measure to protect our legitimate interests, including denying access, terminating contracts, or reporting misconduct to the appropriate authorities.

9. Intellectual property

The Services, including all software, models, designs, trademarks, content provided by us, and the look and feel of our websites, are the exclusive property of Aspen or its licensors and are protected by intellectual property laws and international treaties. All trademarks (nominal or figurative), service marks, logos, and trade names appearing in connection with the Services remain the property of Aspen or its licensors.

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the term of these Terms. Nothing in these Terms transfers ownership of the Services to you.

You may not copy, modify, distribute, sell, sublicense, or create derivative works of any part of the Services except as expressly permitted in writing or under applicable law. Any feedback or suggestions you provide may be used by us without obligation to you.

10. External resources and integrations

The Services may link to or integrate with third-party platforms (for example, Slack). We do not control those resources and are not responsible for their content, availability, or terms. Your use of any third-party resource is governed by the terms of the relevant third party.

11. Privacy

Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

12. Service availability

We work to keep the Services available and reliable, but we may interrupt them for maintenance, updates, security, or other operational reasons. We may also suspend or terminate the Services in whole or in part. Where reasonable, we'll give you notice. Where the Services are terminated, we'll cooperate with you to allow you to withdraw your data in accordance with applicable law and our retention policies.

The Services may also be unavailable due to events outside our reasonable control, such as force majeure events, infrastructure failures, or third-party outages. We're not responsible for those.

13. No reselling

You may not reproduce, duplicate, copy, sell, resell, or commercially exploit any portion of the Services without our prior written permission, except as expressly permitted in a written agreement with us.

14. Disclaimer of warranties

The Services are provided strictly on an "as is" and "as available" basis. Use of the Services is at your own risk. To the maximum extent permitted by applicable law, Aspen expressly disclaims all conditions, representations, and warranties, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information obtained from us or through the Services creates any warranty not expressly stated in these Terms.

Without limiting the foregoing, Aspen and its affiliates, licensors, officers, directors, agents, partners, suppliers, and employees do not warrant that the Services will meet your requirements, that the Services will be uninterrupted, secure, or available at any particular time, that defects will be corrected, or that the Services are free of viruses or other harmful components.

AI-generated outputs may be inaccurate, incomplete, or unsuitable for a given purpose. You are responsible for reviewing and validating outputs before acting on them, and you should not rely on the Services as the sole basis for employment decisions or other consequential actions.

Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to you. These Terms give you specific legal rights, and you may have additional rights that vary by jurisdiction.

15. Limitation of liability

To the maximum extent permitted by applicable law, in no event will Aspen, its affiliates, officers, directors, agents, partners, suppliers, or employees be liable for:

• any indirect, punitive, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to your use of (or inability to use) the Services
• damage, loss, or injury resulting from hacking, tampering, or unauthorized access to or use of the Services or your account
• errors, mistakes, or inaccuracies in content or outputs
• any interruption or cessation of transmission to or from the Services
• bugs, viruses, or other harmful code transmitted through the Services by a third party
• the defamatory, offensive, or illegal conduct of any user or third party

In no event will Aspen's aggregate liability for claims arising out of or relating to these Terms or the Services exceed the greater of (a) the amounts you paid to Aspen in the twelve months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD 100).

This limitation applies to the fullest extent permitted by law, whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if Aspen has been advised of the possibility of such damage. Some jurisdictions do not allow the exclusion of incidental or consequential damages, so some of the above may not apply to you.

16. Indemnification

You agree to defend, indemnify, and hold harmless Aspen and its affiliates, officers, directors, agents, partners, suppliers, and employees from and against any claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• your use of or access to the Services, including any data or content transmitted or received
• your violation of these Terms, including any breach of the representations and warranties in them
• your violation of any third-party right, including privacy or intellectual property rights
• your violation of any law, rule, or regulation
• any content submitted from your account, including content submitted through third-party access using your credentials
• your willful misconduct

17. Termination

We may suspend or terminate your access to the Services if you breach these Terms, fail to pay applicable fees, or misuse the Services. You may stop using the Services at any time. Provisions that by their nature should survive termination (including intellectual property, warranty disclaimers, limitations of liability, indemnification, and governing law) will survive.

Upon termination, your rights to use the Services end. We may delete your data in accordance with our Privacy Policy and any applicable data processing terms.

18. Changes to these Terms

We may amend these Terms from time to time. When we make material changes, we'll take reasonable steps to notify you, for example by posting a notice in the Services or sending an email. Changes apply prospectively only. Your continued use of the Services after the changes take effect means you accept the revised Terms. If you do not accept the revised Terms, you must stop using the Services.

The previous version of these Terms will continue to govern the relationship for periods prior to the effective date of any change. You can request a previous version from us at any time.

19. General provisions

Assignment

We may transfer, assign, or delegate any of our rights or obligations under these Terms, in whole or in part, taking your legitimate interests into account. You may not assign or transfer your rights or obligations under these Terms without our prior written permission.

Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be interpreted (or reformed to the extent permitted by law) to come as close as possible to the original intent.

Waiver

Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision, or any other right or provision. No waiver of any term will be a continuing waiver of that term or any other term.

Entire agreement

These Terms, together with our Privacy Policy and any applicable order form or subscription agreement, constitute the entire agreement between you and Aspen with respect to the Services, and supersede any prior agreements between the parties on that subject.

20. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. The exclusive venue for any dispute arising out of or relating to these Terms or the Services will be the state and federal courts located in the State of California, and you consent to the personal jurisdiction of those courts. This does not deprive consumers in jurisdictions with more protective consumer laws (including European consumers with habitual residence in the EU, Switzerland, Norway, or Iceland) of the protections those laws afford.

21. Contact

For questions about these Terms or to send any required notice, contact us at:

• Email: Legal@pando.com
• Address: Pando HR, Inc., 434 Camino Bandera, San Clemente, CA 92673

Aspen is a product by Pando.