Effective Date: June 1, 2025

Preamble

These Terms of Use (hereinafter referred to as the "Terms" or "ToU") constitute a legally

binding agreement governing access to and use of the websites, mobile applications,

software-as-a-service (SaaS) platform, tools, features, integrations, content, and

support services (collectively, the "Services") provided by APM Labs LLC, a limited

liability company duly organized and existing under the laws of the State of Delaware,

doing business as Shapeshifter ("Shapeshifter," "we," "us," or "our"), with its principal

place of business at 2093 Philadelphia Pike #4840, Claymont, Delaware 19703, United

States. By accessing, browsing, or otherwise utilizing the Services, you, the individual or

entity ("User," "you," or "your"), acknowledge that you have read, understood, and agree

to be legally bound by these Terms in their entirety, together with any documents

incorporated herein by reference. If you do not agree to be bound by these Terms, you

shall not access or use the Services.

Clause 1: Definitions

Article 1.1: Defined Terms

For the purposes of these Terms, the following terms shall have the meanings ascribed

to them below unless expressly stated otherwise:

1.1.1 Services: The proprietary SaaS platform owned and operated by Shapeshifter,

powered by artificial intelligence, encompassing all associated websites, mobile

applications, tools, features, integrations, content, data processing capabilities, and

support services, designed exclusively for career coaching management and related

functionalities.

1.1.2 User: Any natural person or legal entity, including but not limited to career

coaches ("Coaches"), their clients ("Clients"), or general website visitors, who accesses,

interacts with, or utilizes the Services, whether directly or indirectly, in connection with

career coaching or related activities.1.1.3 Coach: A paying subscriber, whether an individual or entity, who licenses the

Services pursuant to the Shapeshifter Terms and Conditions of Use for the purpose of

delivering career coaching services to Clients.

1.1.4 Client: An individual or entity receiving career coaching services from a Coach

through the Services.

1.1.5 Personal Data: Any information relating to an identified or identifiable natural

person, as defined under applicable data protection laws, including but not limited to the

General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and the

California Consumer Privacy Act (CCPA) (Cal. Civ. Code § 1798.100 et seq.),

submitted, uploaded, or processed through the Services.

1.1.6 Third-Party Data: Any data, information, or content sourced from third-party

websites, platforms, or services, including but not limited to social media career-based

platforms, job aggregators, or company websites, obtained through direct scraping,

application programming interfaces (APIs), third-party data providers, or other lawful

means.

1.1.7 Data Controller: The entity that determines the purposes and means of

processing Personal Data, as defined under applicable data protection laws.

1.1.8 Data Processor: The entity that processes Personal Data on behalf of the Data

Controller, as defined under applicable data protection laws.

1.1.9 Confidential Information: All non-public, proprietary, or sensitive information

disclosed by Shapeshifter, including but not limited to software code, algorithms, data

processing methodologies, and trade secrets, whether in written, oral, or electronic

form.

Clause 2: Eligibility and Acceptable Use

Article 2.1: Eligibility Requirements

To access or use the Services, you represent and warrant that you:

(a) Are at least eighteen (18) years of age or the age of legal majority in your

jurisdiction, whichever is greater;

(b) Possess the legal capacity and authority to enter into and be bound by these Terms;

and(c) Are duly authorized to act on behalf of any entity you represent, if applicable.

Article 2.2: Acceptable Use Policy

You covenant and agree to use the Services solely in accordance with these Terms and

all applicable local, state, national, and international laws, statutes, ordinances, and

regulations, including but not limited to data protection laws (e.g., GDPR, CCPA) and

intellectual property laws. Specifically, you shall:

(a) Comply with the terms of service, policies, or agreements of any third-party

platforms (e.g., social media career-based platforms, job aggregators) from which

Third-Party Data is sourced;

(b) Refrain from engaging in any activity that disrupts, interferes with, or harms the

Services, including but not limited to transmitting malicious code, viruses, or other

harmful components;

(c) Not attempt to reverse engineer, decompile, disassemble, replicate, or create

derivative works of the Services or any component thereof;

(d) Not scrape, collect, or process data through the Services in violation of third-party

terms of service, policies, or applicable laws;

(e) Not use the Services for any unlawful, fraudulent, or unauthorized purpose, including

but not limited to impersonation, misrepresentation, or infringement of third-party rights.

Article 2.3: Coach-Specific Obligations

If you are a Coach, you acknowledge and agree that you are solely responsible for:

(a) Obtaining explicit, documented, and legally sufficient consents from your Clients for

the collection, processing, storage, and use of their Personal Data, including AI-driven

processing and integration of Third-Party Data, as required under the Shapeshifter

Terms and Conditions of Use;

(b) Ensuring that all Clients accessing the Services through your implementation comply

with terms no less protective of Shapeshifter’s rights and obligations than those set forth

in these Terms;

(c) Complying with all applicable data protection laws and third-party platform terms in

connection with your use of the Services, including any white-label rebranding permitted

under the Terms and Conditions of Use.Clause 3: Privacy and Data Responsibilities

Article 3.1: Incorporation of Privacy Policy

The collection, use, processing, storage, and disclosure of Personal Data through the

Services are governed by the Shapeshifter Privacy Policy, accessible at

https://shapeshifter.so/privacy-policy, which is incorporated herein by reference and

forms an integral part of these Terms. By accessing or using the Services, you consent

to the data practices described in the Privacy Policy.

Article 3.2: User Responsibilities for Data Compliance

You represent, warrant, and covenant that:

(a) Any Personal Data or Third-Party Data you submit, upload, or process through the

Services complies with all applicable data protection laws and third-party terms of

service;

(b) You have obtained all necessary consents, permissions, and authorizations from

individuals (e.g., Clients) whose Personal Data is processed through the Services,

including for AI-driven processing and Third-Party Data integration;

(c) Shapeshifter acts solely as a Data Processor under the instructions of Coaches (as

Data Controllers) and disclaims any direct contractual relationship or liability with

respect to Clients or other End-users;

(d) You shall defend, indemnify, and hold harmless Shapeshifter against any claims,

demands, or liabilities arising from your failure to obtain proper consents or comply with

applicable data protection laws.

Article 3.3: Third-Party Data Usage

You acknowledge and agree that:

(a) The Services may incorporate Third-Party Data sourced from external platforms to

enhance career coaching functionalities;

(b) You are solely responsible for ensuring that your use of Third-Party Data complies

with all applicable laws, regulations, and third-party terms of service or policies;

(c) Shapeshifter expressly disclaims any and all liability for claims, damages, or losses

arising from your use of Third-Party Data, including but not limited to claims for

intellectual property infringement, data privacy violations, or breach of third-party terms.Article 3.4: Artificial Intelligence Processing

You acknowledge that the Services utilize artificial intelligence technologies to process

Personal Data and Third-Party Data, including but not limited to resume analysis, job

matching, and career coaching analytics. You represent and warrant that you have

obtained all necessary consents for such AI-driven processing and agree that

Shapeshifter shall not be liable for any outcomes, inaccuracies, or consequences

arising therefrom, provided Shapeshifter acts in accordance with its obligations as a

Data Processor.

Article 3.5: Data Security

Shapeshifter shall implement and maintain industry-standard technical and

organizational measures to protect Personal Data against unauthorized access, loss,

alteration, or disclosure. Notwithstanding the foregoing, you acknowledge that no

security measures are infallible, and Shapeshifter disclaims liability for any data

breaches, losses, or damages resulting from external cyberattacks, unauthorized

access, or incidents beyond Shapeshifter’s reasonable control, provided Shapeshifter

has complied with its legal obligations.

Clause 4: Intellectual Property

Article 4.1: Ownership of Intellectual Property

Shapeshifter retains all right, title, and interest in and to the Services, including but not

limited to all software, algorithms, artificial intelligence models, user interfaces,

Third-Party Data integrations, content, and other intellectual property rights associated

therewith, whether registered or unregistered. No rights, title, or interest are granted to

you except as expressly provided in these Terms.

Article 4.2: Grant of Limited License

Subject to your full compliance with these Terms, Shapeshifter hereby grants you a

limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access

and use the Services solely for personal or professional career-related purposes,

including career coaching or job-seeking activities, as applicable.

Article 4.3: Prohibited Activities

You shall not, directly or indirectly:(a) Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create

derivative works of the Services or any part thereof;

(b) Sell, rent, lease, sublicense, distribute, or otherwise make the Services available to

third parties, except as expressly permitted for Coaches under the Terms and

Conditions of Use;

(c) Use the Services to develop, offer, or market any product or service that competes

with the Services;

(d) Remove, alter, or obscure any proprietary notices, trademarks, or copyrights

displayed in connection with the Services.

Article 4.4: User Content

Any data, text, documents, resumes, or other materials you submit through the Services

("User Content") remains your property or that of the respective owner. By submitting

User Content, you grant Shapeshifter a worldwide, non-exclusive, royalty-free,

perpetual, irrevocable license to use, process, store, and display such User Content

solely to provide and improve the Services, subject to the Privacy Policy.

Clause 5: Disclaimers

Article 5.1: No Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS,

WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,

STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,

NON-INFRINGEMENT, OR ACCURACY. SHAPESHIFTER DOES NOT WARRANT

THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Article 5.2: No Guarantee of Outcomes

Shapeshifter makes no representations, warranties, or guarantees regarding specific

outcomes from the use of the Services, including but not limited to job placement,

employment success, career advancement, or the achievement of any professional

objectives.

Article 5.3: Third-Party Data and IntegrationsShapeshifter disclaims all responsibility and liability for the accuracy, availability, legality,

reliability, or completeness of Third-Party Data or third-party platforms, APIs, job boards,

or content accessed or integrated through the Services.

Article 5.4: Artificial Intelligence Processing

Shapeshifter disclaims any liability for outcomes, inaccuracies, errors, or unintended

consequences arising from AI-driven data processing, including but not limited to

automated insights, recommendations, or analytics generated by the Services.

Clause 6: Limitation of Liability

Article 6.1: Exclusion of Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHAPESHIFTER,

ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND

CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,

SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT

LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS

OPPORTUNITIES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING

NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES.

Article 6.2: Liability Cap

Shapeshifter’s aggregate liability under or in connection with these Terms, whether in

contract, tort, or otherwise, shall not exceed the total amount paid by you, if any, for

access to the Services during the six (6) months immediately preceding the event giving

rise to the claim.

Article 6.3: Third-Party Claims Exclusion

Shapeshifter expressly disclaims all liability for any claims, demands, actions, or

disputes initiated by third parties, including but not limited to Clients, social media

career-based platforms, job aggregators, or data providers, arising from your use of the

Services, including claims related to data privacy violations, intellectual property

infringement, or misuse of Third-Party Data.

Clause 7: Indemnification

Article 7.1: Indemnification by UserYou agree to defend, indemnify, and hold harmless Shapeshifter, its affiliates, officers,

directors, employees, contractors, and agents from and against any and all claims,

demands, actions, suits, liabilities, damages, losses, costs, and expenses (including

reasonable attorneys’ fees and costs) arising out of or relating to:

(a) Your access to or use of the Services, including your use of Third-Party Data or

AI-driven processing;

(b) Your breach or violation of any term, condition, representation, or warranty in these

Terms;

(c) Your violation of any applicable law, regulation, or third-party right, including but not

limited to data protection laws (e.g., GDPR, CCPA) or terms of service of third-party

platforms;

(d) Any User Content you submit or process through the Services that infringes or

violates the rights of any third party.

Article 7.2: Indemnification Procedures

Shapeshifter shall promptly notify you in writing of any claim subject to indemnification,

provided that failure to notify shall not relieve you of your obligations unless such failure

materially prejudices your ability to defend the claim. Shapeshifter reserves the right, at

its sole discretion, to assume control of the defense and settlement of any claim, at your

expense.

Clause 8: Termination

Article 8.1: Termination by Shapeshifter

Shapeshifter may, at its sole discretion, suspend or terminate your access to the

Services, with or without prior notice, in the event of:

(a) Your breach or violation of any term or condition of these Terms;

(b) Your misuse of the Services or violation of third-party rights or applicable laws;

(c) Any activity that poses a security risk to the Services or other Users.

Article 8.2: Termination by User

You may cease using the Services at any time. If you are a Coach, termination of your

account is governed by the Terms and Conditions of Use.

Article 8.3: Effect of TerminationUpon termination of your access to the Services for any reason:

(a) All licenses granted to you under these Terms shall immediately cease;

(b) You shall immediately discontinue all use of the Services;

(c) Shapeshifter may delete or anonymize any User Content or Personal Data in

accordance with the Privacy Policy, subject to applicable legal obligations.

Article 8.4: Survival of Provisions

The following provisions shall survive any termination or expiration of these Terms:

Clause 4 (Intellectual Property), Clause 5 (Disclaimers), Clause 6 (Limitation of

Liability), Clause 7 (Indemnification), Clause 9 (Governing Law and Dispute Resolution),

and Clause 10 (Miscellaneous).

Clause 9: Governing Law and Dispute Resolution

Article 9.1: Governing Law

These Terms and any disputes arising out of or relating to them shall be governed by

and construed in accordance with the laws of the State of Delaware, United States,

without regard to its conflict of laws principles.

Article 9.2: Binding Arbitration

Any dispute, controversy, or claim arising out of, relating to, or in connection with these

Terms, including their formation, validity, breach, or termination, shall be resolved

exclusively by binding arbitration administered by the American Arbitration Association

(AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be

conducted in English by a single arbitrator in New Castle County, Delaware, United

States. The arbitrator’s decision shall be final and binding, and judgment on the award

may be entered in any court of competent jurisdiction.

Article 9.3: Waiver of Class Actions

You expressly waive any right to bring or participate in any class action, collective

action, consolidated action, or representative proceeding against Shapeshifter or its

affiliates in connection with these Terms or the Services. All disputes shall be resolved

on an individual basis only.

Article 9.4: Equitable ReliefNotwithstanding Article 9.2, Shapeshifter may seek injunctive or other equitable relief in

any court of competent jurisdiction to protect its intellectual property, Confidential

Information, trade secrets, or other proprietary rights.

Article 9.5: Arbitration Costs

Each party shall bear its own costs and expenses, including attorneys’ fees, in

connection with any arbitration, unless the arbitrator determines otherwise in

accordance with applicable law.

Clause 10: Miscellaneous

Article 10.1: Modifications to Terms

Shapeshifter reserves the right to modify, amend, or update these Terms at its sole

discretion, provided that such modifications shall not materially diminish your rights

without your consent. Shapeshifter shall provide notice of any material modifications via

email or in-app communication at least thirty (30) days prior to the effective date of such

changes. Your continued use of the Services after the effective date constitutes your

acceptance of the modified Terms.

Article 10.2: Entire Agreement

These Terms, together with the Privacy Policy and any other documents incorporated by

reference, constitute the entire agreement between you and Shapeshifter with respect

to the Services and supersede all prior or contemporaneous agreements,

understandings, or representations, whether written or oral.

Article 10.3: Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court

of competent jurisdiction, such provision shall be modified to the minimum extent

necessary to make it enforceable, and the remaining provisions shall remain in full force

and effect.

Article 10.4: No Waiver

No waiver of any term, condition, or breach of these Terms shall be effective unless set

forth in a writing signed by Shapeshifter. No waiver shall constitute a continuing waiver

of any subsequent breach.

Article 10.5: AssignmentYou shall not assign, transfer, or delegate these Terms or any rights or obligations

hereunder without the prior written consent of Shapeshifter. Shapeshifter may assign

these Terms to a successor in interest, including in connection with a merger,

acquisition, or sale of assets, without your consent.

Article 10.6: Force Majeure

Shapeshifter shall not be liable for any delay or failure to perform its obligations under

these Terms due to causes beyond its reasonable control, including but not limited to

acts of God, natural disasters, cyberattacks, governmental actions, or interruptions in

third-party services.

Article 10.7: Notices

All notices required under these Terms shall be in writing and delivered to Shapeshifter

at the contact information provided in Article 10.8 or to you at the email address

provided during your interaction with the Services.

Article 10.8: Contact Information

For any questions, concerns, or notices regarding these Terms, please contact:

APM Labs LLC (dba Shapeshifter)

2093 Philadelphia Pike #4840

Claymont, Delaware 19703

Email: team@apm-labs.com