Thank you for using Maxwell.

Maxwell Solutions, Inc. (“Maxwell”) Terms of Service

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”) CAREFULLY BEFORE USING OUR WEBSITE, https://www.maxwell.app, OR OUR MOBILE APPLICATIONS (COLLECTIVELY, THE “SITE”).

YOU AGREE THAT BY USING THE SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SITE.

You may visit the Site without being an Authorized User. However, in order to enjoy all the benefits of the Site and the services offered through the Site, you must be an Authorized User. By using the Site, you represent and warrant that you are at least 18 years of age and legally able to enter into a binding contract. If you are using the Site on behalf of a legal entity, you hereby represent and warrant that (i) you have the authority to enter into these Terms on behalf of the legal entity and (ii) agree to be bound by the Terms individually, even when acting on behalf of the legal entity.

Changes to the Terms

We may make changes to these Terms from time to time in our sole discretion. When we do so, we will post the most current version of the Terms on our website and, if a revision to the Terms is material, we will also notify you of the new Terms (for example, by email to the address provided by you when registering or through a notification on our Site). Changes are effective immediately when we post them and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. If you do not agree to the revised Terms, you should discontinue your use of the Site.

1. Your Relationship with Maxwell and the Client (Authorized User Specific)

• You are an Authorized User: You are an individual associated with a client organization ("Client") that has entered into a Master Subscription Agreement with Maxwell. Your access to the Maxwell Products is provided and authorized by the Client.

• Purpose: You may use the Maxwell Products only for the Client's own internal business purposes, as authorized by the Client.

• Information Accuracy: It is a condition of your use of the Site that all information you provide on the Site, including payment information, is correct, current and complete. You agree that all information you provide to register with the Site is governed by the Privacy Policy (https://www.maxwell.app/privacy/), and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

• Account Security and Liability: You must use the separate user account (with a unique ID) issued to you ("User Account"). You must ensure that the generated codes or any credentials associated with your User Account remain confidential and secure and you must not allow multiple users to utilize the same User Account. You are solely responsible for protecting the security and confidentiality of your account. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE BY ANYONE USING YOUR ACCOUNT, WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE. You will immediately notify us of any unauthorized use of your account or any other breach or threatened breach of the Site’s security.

2. Subscription Service and Use of Maxwell Products

• Maxwell Services: Maxwell provides access to its online business application (the "Subscription Service") and the Maxwell App. These services allow the Client to provide you with a platform for recognition, rewards, lifestyle spending, and connection to the Client's organizational benefits and policies.

• Monetary Rewards: You may receive monetary rewards from the Client via the Maxwell App and use those rewards in the app or "off app" using the Maxwell Card Visa® Commercial.

• Maxwell Card Terms. The Maxwell Card Visa® Commercial is a feature offered as part of the Maxwell Products. Your ability to use the Maxwell Card is governed by separate terms, conditions, and policies imposed by the third-party card provider, which you will be required to accept to fully utilize the card service.

• Updates: You acknowledge that Maxwell may update the content, functionality, or user interface of the Subscription Service at Maxwell’s sole discretion, at any time, or from time to time, with or without notice.

• Third Party Services: Maxwell or third-party providers may offer Third Party Services (products, services, or professional services provided by a party other than Maxwell employees). Maxwell does not warrant any Third Party Services, and your procurement of such services is solely between you and the third-party provider.

3. Use of the AI Chatbot ("Max")

• Max Functionality: Maxwell may offer "Max," an AI-powered chatbot, as part of the Maxwell Services. Max is intended to assist with inquiries regarding the use of Maxwell Products and benefits, policies, and procedures provided by the Client.

• Data Processing: When you use Max, the User Input (question, query, conversation history) and Contextual Data (relevant, non-Personal Information from Maxwell's knowledge base or the Client's documents) may be processed to formulate a response.

• Third-Party AI Acknowledgment: You acknowledge and agree that Max utilizes third-party Artificial Intelligence technology. By using Max, you acknowledge and agree to the use of this third-party AI technology and accept that Maxwell Solutions Inc. does not control the data use or retention practices of the third-party AI service provider.

• Caution on Sensitive Data: You should not submit any sensitive personal information (such as social security numbers, medical information, or account passwords) when interacting with Max.

4. User Conduct and Restrictions on Use

• Legal Compliance and Conduct: You agree to use the Site in accordance with all applicable federal, state, municipal and otherwise applicable laws and regulations, and shall refrain from engaging in behavior that is abusive, threatening, harassing, or otherwise inappropriate when interacting with Maxwell or with independent contractors.

• Restrictions: You shall not use Maxwell Products for any purposes beyond the scope of access granted by the Client. You must not, and must not permit any other party to:

• Copy, modify, or create derivative works of Maxwell Products.

• Rent, lease, lend, sell, sublicense, or otherwise make Maxwell Products available to any third party except as authorized.

• Reverse engineer, disassemble, decompile, or attempt to derive or gain access to any software component of Maxwell Products.

• Remove any proprietary notices from Maxwell Products.

• Use Maxwell Products in any manner that infringes any intellectual property right.

• Use Maxwell Products to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations.

5. Third-Party Links and Site Linking Permissions

• Third-Party Links and Sites: The Site may link to other websites operated by third parties. We have no control over these linked sites, each of which has separate privacy and data collection practices independent of Maxwell. We are not responsible for, do not endorse and do not accept any responsibility for the availability, contents, products, services or use of any third-party site, any website accessed from a third-party site or any changes or updates to such sites. These linked sites are provided to you only for your convenience and you access them at your own risk. You agree that we are not responsible for any loss or damage you may incur from dealing with any such third-party site. You should contact the site administrator for the applicable third-party site if you have any concerns regarding such links or the content located on any such third-party site.

• Site Linking Permissions: The following organizations may link to our Site by use of our corporate name or by use of the uniform resource locator (Web address) without prior written approval:

1. Government agencies;

2. Search engines;

3. News organizations;

4. Online directory distributors, if the Site is linked to in the same manner as the web sites of other listed businesses; and

5. Systemwide Accredited Businesses, except for soliciting non-profit organizations, charity shopping malls, and charity fundraising groups.

• Linking Requirements: The above-listed organizations may link to our home page, to publications or to other Site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

6. Updates

• Provision of Updates: Maxwell may from time to time in its sole discretion develop and provide Site updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Maxwell has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Site and shall be subject to these Terms.

• Automatic Mobile Updates: You agree that, with respect to your use of the Site through Maxwell’s mobile applications, Maxwell is authorized to provide Updates automatically, which may include deploying “over the air” Updates. Such automatic Updates may be provided without any additional notice, and you permit Maxwell to download and install them on your mobile device for you without liability for any damages, loss of data or loss of functionalities arising from provision of such Updates. You understand that once a new Update is provided hereunder, you may be unable to revert back to prior versions of the Maxwell mobile application. Automatic Updates will occur only when you have provided your mobile device with adequate internet access or mobile data coverage. Be aware that you may bear additional costs with respect to your obtaining adequate internet access or mobile data coverage to permit automatic Updates, liability for which Maxwell expressly disclaims.

7. Vendor Policies, Item Refunds/Credits

• Vendor Policies: All purchases made through the Site are subject to any and all policies maintained by the Vendor you select, as applicable. Maxwell does not control those policies or the respective Vendor’s application of those policies. You and Maxwell shall each endeavor to comply with Vendor policies as applicable.

• Item Refunds/Credits: In the event that you are dissatisfied with services received by you through your use of the Site, you may be eligible for a credit or a refund. Please be aware that a credit or refund will not be applied to your account without you first reaching out to Maxwell and describing the issue with detail. The decision to provide a refund is solely within the discretion of Maxwell. Nothing herein establishes any obligation on the part of Maxwell to offer a credit or refund to you. Any acceptance by you of a credit or refund offered by Maxwell constitutes a full release, waiver and discharge of any claim you may have against Maxwell, Maxwell’s affiliates, or their directors, officers, employees, or agents and any MaxForce Members, that arises from or relates to the incident giving rise to your request for a credit or refund.

8. Intellectual Property and Feedback

• Ownership: Maxwell reserves all rights not expressly granted to the Client in the MSA, including without limitation all rights in or to all Maxwell Products.

• Feedback: If you provide any suggestions, comments, or recommendations regarding Maxwell Products ("Feedback"), Maxwell is free to use such Feedback for any purpose without any attribution or compensation to you.

9. Communications, Data, and Privacy

• Consent to Communications: As an Authorized User, you agree to receive emails promoting any special offer(s), including third-party offers. We may also send you our monthly newsletter.

• Cookies and Automatic Collection: Additionally, we may employ the use of cookies and other automatic means of collecting information about you, your use of the Site or your device. By using the Site, you consent to the use of cookies and other automatic means of collection in accordance with our Privacy Policy.

• Client Data: Any data, information, or material you submit or enter into Maxwell Products ("Client Data") is subject to Maxwell’s Privacy Policy, available at www.Maxwell.app/privacy/.

• Third-Party Terms: By accessing or using the Maxwell Services, you agree to be bound by third-party terms and conditions imposed by third-party providers that provide the Maxwell card (e.g., Stripe).

10. Termination

Your right to access and use the Maxwell Products terminates immediately if the agreement between Maxwell and the Client terminates. Maxwell may also suspend your account or use of Maxwell Products if Maxwell believes you have breached any term of this Agreement.

11. Governing Law

This Agreement will be governed by and construed in accordance with the internal laws of Nebraska, without regard to the conflicts of law principles of Nebraska or any other state. The Parties (including you as an Authorized User) hereby irrevocably submit to the exclusive jurisdiction of any United States federal or Nebraska state court located in Omaha, Nebraska.