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Adminify Payments Service Terms

August 23, 2023

By using or accessing Adminify’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).

These Payments Service Terms incorporate by this reference the Adminify Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Adminify Terms of Service, these Payments Service Terms will govern.

Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Adminify Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Adminify Terms of Service to the “Agreement” will include these Payments Service Terms.

DEFINITIONS.

1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services, and “Payment Processing Service Providers” means payment processors that Adminify uses to enable the Payment Processing Services.

1.2 “Payments Service” means the Payment Processing Services, together with such related functionality as Adminify may offer from time to time, as provided by Adminify and the Payment Services Providers, and “Payment Service Providers” means the third-party service providers used by Adminify to facilitate certain features of the Payments Service. Payment Service Providers includes Payment Processing Service Providers, and Adminify may add or remove Payment Service Providers from time to time.

1.4 “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Adminify via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.

2. SERVICES.

2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Adminify will provide you with access to the Payments Service. Adminify will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).

2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Adminify Terminal Products (as defined in the applicable terms), you agree to be bound by the Adminify Terminal Terms.

2.3 Limited Payment Services. Adminify may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of the Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account (as defined below) or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that you will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.

2.4 Stored Credentials. Adminify may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Adminify to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Adminify may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction without express authorization of the Customer – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.

2.5. Subscription and Recurring Transactions. If you use the Payment Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).

PAYMENT PROCESSING SERVICES

3.1 Account Registration. You may access and fully use the Payment Processing Services only after your Payment Processing Service Provider account (“PPSP Account”) has been activated and verified within Adminify’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Adminify to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Adminify may terminate your access at any time and for any reason.

3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a “PPSP Agreement“). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Adminify engages Stripe as a Payment Processing Services Provider, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. The Stripe entity that enters into the PPSP Agreement with you, and the content of your Stripe PPSP Agreement, will depend upon your location. For the avoidance of doubt, Adminify is not a party to any PPSP Agreement.

3.3 PPSP Account Management. The PSPP Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, and your Transactions, and (ii) action that may be submitted via your PPSP Account, such as initiating and refunding Transactions, handling disputes and other functions that are or may become available through your PPSP Account. You consent to Adminify’s disclosure of your data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of your data (which may include Personal Data) to Adminify, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.

3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Adminify may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.

DATA USE.

4.1 In addition to the Client’s obligations under the Adminify Terms of Service, Client agrees that where Client provides or makes available to Adminify any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Adminify and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Adminify’s third-party service providers) in order to provide the Payments Service to Client and (ii) to enable Adminify to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Adminify’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Adminify’s Privacy Policy.

4.2 Adminify may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Adminify notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Adminify will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. If you are located in California, then solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Adminify is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Adminify is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Adminify that the Business Purpose includes Adminify (and its service providers) using and retaining the Client Data internally for the benefit of all of Adminify’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Adminify understands and will comply with these restrictions.

CLIENT OBLIGATIONS.

5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.

5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Adminify to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.

5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Adminify or any Payment Service Provider. Where Adminify incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Adminify may require Client to pay such losses.

REQUIREMENTS, LIMITATIONS AND RESTRICTIONS

6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.

6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Adminify (or a Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Adminify Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Adminify.

6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Adminify’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Adminify’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.

FEES, SETTLEMENT & PAYOUT SCHEDULE

7.1 Fees. In addition to any other Fees due to Adminify under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Adminify from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service)(the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Adminify Terms of Service).

7.2 Determining Fees. Fees are set by Adminify in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Adminify Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to Adminify’s then-current rates, available at the Adminify Pricing Page (for rates applicable to clients located in Australia, please visit this page or contact us here). Adminify may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Adminify for any liabilities incurred by Adminify as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Adminify will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Adminify from your PPSP Account. If your PPSP Account balance is insufficient, Adminify may debit the Client Bank Account to recover owed amounts.

7.3 Settlement. Adminify will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Adminify has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds. Additionally, if a refund or reversal is processed for any Transaction you complete using the Payments Service, you understand and agree that the initial Transaction Fees for the related Transaction will not be refunded back to you.

7.4 Payout Schedule. In your Adminify dashboard, Adminify will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Adminify Account type, and Adminify may delay or withhold a payout, notwithstanding the Payout Schedule, if Adminify is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Adminify will attempt to initiate a payout, and Adminify will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Adminify’s control.

7.5 Reserve. If Adminify determines your use of the Payments Service exposes or is likely to expose Adminify to liability, Adminify may set an amount of funds that Adminify will hold to offset this risk (“Reserve”). Adminify may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Adminify may use the Reserve to offset any amounts that you owe Adminify. A failure to fund a Reserve as required by Adminify will constitute a breach of this Agreement, and Adminify may hold the Reserve until Adminify determines that it is no longer necessary.

7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Adminify may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Adminify will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Adminify or the Payment Processing Service Provider is unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.

SUSPENSION & TERMINATION

8.1 Adminify may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Adminify, or others to risks unacceptable to Adminify. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.

8.2 Adminify may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Adminify believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Adminify, a Customer, or any other third party.

8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however, termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.

LIMITATIONS ON Adminify’s Liability

9.1 Adminify is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Adminify expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification, and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Adminify for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to any Payment Service Provider or your Customers.

9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Adminify Service Terms.

ADDITIONAL SERVICES

10.1 From time to time, Adminify may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.

10.2 The additional terms and conditions applicable to Additional Services currently offered via Adminify are described below.

10.2.1. Adminify Premium Fraud Protection Service. If you use the Adminify Premium Fraud Protection Service, you agree to be bound by the Adminify Premium Fraud Protection Service Terms.

10.2.2. Terminal Products. If you use Adminify Terminal Products (as defined in the applicable terms), you agree to be bound by the Adminify Terminal Terms.

10.2.3. Stripe Capital. Adminify may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Adminify, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing. You should also be aware that Stripe Capital is a beta service, until such time as Stripe removes the beta label from the service.

10.3 Adminify may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.

DEFINITIONS.

2. SERVICES.

PAYMENT PROCESSING SERVICES

DATA USE.

CLIENT OBLIGATIONS.

REQUIREMENTS, LIMITATIONS AND RESTRICTIONS

FEES, SETTLEMENT & PAYOUT SCHEDULE

SUSPENSION & TERMINATION

LIMITATIONS ON Adminify’s Liability

9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Adminify Service Terms.

ADDITIONAL SERVICES

10.2 The additional terms and conditions applicable to Additional Services currently offered via Adminify are described below.

10.2.1. Adminify Premium Fraud Protection Service. If you use the Adminify Premium Fraud Protection Service, you agree to be bound by the Adminify Premium Fraud Protection Service Terms.

10.2.2. Terminal Products. If you use Adminify Terminal Products (as defined in the applicable terms), you agree to be bound by the Adminify Terminal Terms.

10.3 Adminify may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.

Adminify Developer Terms

August 23, 2023

Thank you for choosing to develop on the Adminify Developer Platform.

Adminify.com (https://www.Adminify.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Adminify Corporation, Inc. (“Adminify”, “we” or “us”). The Adminify Developer Platform (defined below) allows you to build Apps (as defined herein) for users of the Adminify Services (as defined in Adminify’s Terms of Service located at https://adminify.ai/terms-of-service/. By clicking on “I agree” (or a similar button) or by using or developing on the Adminify Developer Platform, you agree to be bound by these Terms, so please read them carefully.

These Adminify Developer Terms (the “Developer Terms” or “Terms“) are a binding agreement between Adminify and the individual or entity registering as a developer on the Adminify Developer Platform (“you” or “Developer“). If you are using the Adminify Developer Platform on behalf of a company, organization, or other entity, then “Developer” or “you” means that entity, and you are binding that entity to these Terms. You represent and warrant that you have the legal power and authority to enter into these Terms and that, if the Developer is an entity, these Terms are entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to these Terms. The Adminify Developer Platform is not intended for and may not be used by anyone under the age of 18.

Adminify may modify these Terms from time to time, subject to Section 19.7 (Amendments; Waiver).

1. Program Overview. The Adminify marketplace is an online marketplace (the “Marketplace”) for cloud and downloadable software applications, plugins, and extensions that are designed to operate in connection with Adminify’s Services (“Apps”). Pursuant to these Terms, you may develop Apps to be listed on the Marketplace where Adminify clients subscribed to Adminify’s Services (“Adminify Clients”) may access and use your Apps. The Adminify Marketplace is intended only to be used and accessed in the United States, Canada, and Australia (the “Territory”). “Adminify Developer Platform” means Adminify’s developer platform, including the Adminify API (as defined in the Adminify API Terms of Use (the “API Terms”)), API keys, CLIs, sample code, access tokens, SDKs, and other tools described. Your use of the Adminify Developer Platform, the ecosystem of Apps, and the Marketplace, and your interaction with Adminify Clients is governed by these Terms (the “Adminify Developer Program”).

2. Eligibility.

2.1. In order to develop to the Marketplace, you must be in good standing and not previously suspended or removed from the Adminify Developer Program in the past.

2.2. The following use cases for developing Apps are permitted under these Terms. Any other use cases must be expressly approved in writing by Adminify in advance:

2.2.1. A Adminify Client developing an App solely for its own personal and private use (a “Private App”);

2.2.2. A third-party developer developing an App for a single Adminify Client that intends to submit Apps to the Marketplace for use solely by such Adminify Client (a “Third-Party Private App”); or

2.2.3. A third-party developer developing an App for use by any Adminify Client via the Marketplace (a “Public App”).

2.3. Prior to developing and/or hosting an App on the Marketplace, Adminify must validate that you are an established company or individual developer. If Developer is an individual, you must be 18 years or older.

3. Use Rights. You may use the Adminify Developer Platform to develop and use Apps in connection with Adminify Services, but only as permitted by these Terms and the API Terms. Failure to comply with the requirements listed in these Terms may result in Adminify, in its sole discretion, removing your App from the Marketplace and suspending your access to the Marketplace, the Sandbox, the Adminify API, and the Adminify Developer Platform. All of your use rights in these Terms (including your rights to use Adminify Marks below) are limited, non-exclusive, non-sublicensable, and non-transferable. You may, however, permit your agents and contractors to exercise your use rights on your behalf, provided that you remain responsible for their compliance with these Terms. You agree to comply as follows:

3.1. Compliance with Adminify Policies. Subject to all terms and conditions of these Terms, including any Additional Terms, Adminify grants Developer a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license within the Territory (to the extent available in the Territory) to use the Adminify Developer Platform to develop Apps, but only in accordance with these Terms (including the API Terms), Adminify’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://adminify.ai/legal), and all applicable scope of use descriptions provided to Developer by Adminify. Although the Adminify Services, the Adminify Developer Platform, and the Marketplace may be accessible worldwide, Adminify makes no representation that the Adminify Services, the Adminify Developer Platform, Apps, or the Marketplace are appropriate or available for use in locations outside the Territory (or that all products or features of the Adminify Services, Adminify Developer Platform, Apps, or the Marketplace are available throughout the Territory). Furthermore, accessing the Adminify Services, Adminify Developer Platform, Apps, or the Marketplace from territories where their content or use is illegal is prohibited. Those who choose to access the Adminify Services, Adminify Developer Platform, Apps, or the Marketplace from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Adminify Services, Adminify Developer Platform, Apps, or the Marketplace in violation of U.S. export laws and regulations.

3.2. Compliance with Laws. You warrant and represent that you will fully comply with all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”) (individually a “Law” and collectively, “Laws”) and that you will not develop Apps in a manner that would violate or cause Adminify or any Adminify Clients to violate any obligation with respect to any Laws. You also warrant and represent that: (a) You have a license to use any Adminify End-User Data provided that is used in connection with an App or the Marketplace and any Adminify End-User Data and Adminify’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights and (b) You have authorization to provide Adminify with any Adminify Client information you provide in connection with the Adminify Services, your App, or the Marketplace, including but not limited to any End-User Data and any personally identifying information. If you receive any take-down requests or infringement notices related to Adminify End-User Data, your App, or your use of third-party products or data, you will promptly stop using these items with the Adminify Services, your App, and the Marketplace and notify Adminify immediately.

3.3. HIPAA Compliance. If you are a Covered Entity or Business Associate, as defined in HIPAA, and are operating as a subcontractor to Adminify, you agree to the terms of Adminify’s Subcontractor BAA (the “Subcontractor BAA”), which may be amended from time to time, and to secure and utilize Protected Health Information (as that term is defined in HIPAA) in accordance with the Subcontractor BAA.

4. Permissions, and Limitations. Adminify may place limits on access to the Adminify Developer Platform and Marketplace and on use of the Adminify API (e.g., limits on numbers of calls or requests). Adminify may also monitor your usage of the Adminify Developer Platform and Marketplace and limit the number of calls or requests you may make if Adminify believes, in its sole discretion, that your usage violates these Terms or may negatively affect the Adminify Developer Platform, the Marketplace, or any Adminify Clients (or otherwise impose liability on Adminify). You agree to take all reasonable efforts to limit the use of the Adminify API and to use only the minimum necessary calls, requests, pushes, integrations, Adminify API, endpoints, or webhooks to make your App function. Each App should request the fewest number of authorization or permission scopes required to function.

5. Marketing Activities. You will bear all costs and expenses related to your marketing or promotion of Adminify, any Adminify Services, the Marketplace, and, as applicable, your Apps or your other products or services associated with your participation in the Adminify Developer Program (collectively, “Partner Marketing Activities”). Partner Marketing Activities are limited to the Territory. Adminify may promote your App as it sees fit in its sole discretion.

5.1. App Listing. Apps will be listed in the Marketplace once approved by Adminify. App listing content will be provided by you and approved by Adminify. Public Apps will be listed for all users of the Marketplace to view, access, and use. If your App is a Private App or a Third-Party Private App, it will not be listed publicly in the Marketplace, but will be accessible by you or the Adminify Client who hired you to develop the App.

5.2. No commission, fees, revenue sharing, or profit sharing will be exchanged unless noted expressly in additional terms between you and Adminify.

6. Onboarding/Offboarding. The documented authentication path is currently the only supported method for customer onboarding. Your App will require no manual onboarding (meaning it requires a person to integrate, set up, or install the App) by Adminify. If your App requires manual onboarding, you must provide such services directly to the Adminify Client(s). Adminify will not manually generate tokens, access, or integrations. If your App requires manual onboarding, upon receipt of an order notification, you will be required to onboard and assist the Adminify Client so that they can fully use your App within 5 days. Additionally, if your App requires manual onboarding, specific details must be added to the Marketplace listing for your App to clearly notify Adminify Clients of this requirement. Fulfillment and onboarding costs will solely be your responsibility.

7. Required Documentation. The following documentation is required between you and any Adminify Client who uses your App and must be provided for review by Adminify as part of each App approval and listing process:

7.1. End User Terms (“End User Terms”) between you and any Adminify Client who uses your App. You must obtain all necessary permissions, authorizations, and consents from each Client or end user, as the case may be, to access and use their Client account and Client Data via the Adminify API, your App, and Services. You must ensure anyone who uses your App agrees to your End User Terms, which must comply with all Laws. The End User Terms for each Client must include provisions that are at least as protective as those contained in these Terms. The End User Terms must also include provisions informing the Client that:

7.1.1. Adminify will not be responsible for any support or assistance relating to your App or services (unless Adminify has expressly stated otherwise in writing);

7.1.2. You, not Adminify, are solely responsible for your App, your related services, and for any liability or damages that arise out of a Client’s authorized use of the App; and

7.1.3. The provisions of your End User Terms govern the scope of your access and use rights with respect to the Client’s Data and account.

7.2. Privacy Policy between you and any Adminify Client who uses your App (“End User Privacy Policy”). The Privacy Policy must be a legally compliant privacy policy detailing the data and information you’ll collect from any Client or user when they use your App, and you agree that you will only use such data and information as expressly authorized by the Client in each case

7.3. Business Associate Agreement (“End User BAA”) between you and any Adminify Client who uses your App if your App is subject to HIPAA. You will only use Client Protected Health Information (“PHI”) as that term is defined under HIPAA, as authorized under the BAA and HIPAA and will remain fully liable for any violations with respect to PHI.

7.4. List of software licenses currently in use.

8. Developer Approval Process for Sandbox Access. In order to access the developer test platform (the “Sandbox”), you must: (a) agree to the API Terms; (b) have a valid Developer Account; (c) request Sandbox access from Adminify; and (d) not use Sandbox for any purpose other than the development of an App intended to operate in conjunction with the Adminify API and which will be listed on the Marketplace. Developer Accounts and Sandbox use may be monitored and throttled at Adminify’s discretion. Sandbox functionality and features may vary over time. Sandbox access can be revoked at any time at Adminify’s sole discretion.

9. App Approval Process. Your App will generally be reviewed by Adminify within 2 weeks of submission of the documentation and information described in Section 9 and Section 10 (“App Approval Requirements”). If your App is rejected, you will be notified with reasons and requirements to resubmit, if applicable. Once approved you will receive a notification of your App’s approval. Adminify reserves the right to reject any App for any reason. Your App may only permit session cookies to have the following attributes set: Secure, HTTPOnly. Prior to Adminify approving your App, you must submit the following information:

9.1. Submit your App with listing content including:

9.1.1. App name;

9.1.2. App description;

9.1.3. App Logo;

9.1.4. API scope access needed;

9.1.5. API scope access reasoning;

9.1.6. the documentation listed in Section 9; and

9.1.7. emergency engineering contact email

9.2. You must provide additional App solution documentation outlining App functionality, Adminify API used, screen shots, user flow, feature set, install instructions, setup time, pricing (if applicable), industries served, and general customer expectations.

9.3. App testing instructions must be provided to Adminify for review purposes, including but not limited to, steps, credentials, and any other pertinent information to reproduce the end-user experience.

9.4. You must certify that your App does not sell data, collect personally identifiable data without valid authorization or consent, send data outside the Territory, perform functions not outlined in the App description, or mislead Adminify Clients in any way.

9.5. You must verify and certify to Adminify that your App complies with the requirements of Section 10.

10. Security Certification. Your App must comply with the requirements listed in the Developer Security and SLA Requirements. Adminify may revoke your access to the Marketplace and remove or disable your App if you violate any of the security or service level requirements contained in the Security/SLA Documentation. If your App breaches any of the security or service level requirements contained in the Security/SLA Documentation, you may apply for recertification by following the steps outlined in these Terms for an App approval and by documenting how your resubmission cures the violations.

11. Data Use and Ownership.

11.1. Adminify End-User Data. For purposes of these Terms, “End-User Data” means any data, content, or information of an end user or Adminify Client that is accessed, collected, or otherwise processed by you or your App in connection with use of the Adminify Developer Platform, Adminify API, or Adminify Services. Adminify Clients may enable you or your Apps to access End-User Data. Based on the activities under these Terms, Adminify may provide you with access to End-User Data.

11.2. Collection and Use. You must obtain all necessary rights, permissions, and consents from Adminify Clients and any end users for your access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of any End-User Data, and you must ensure that all such processing complies with your End User Terms, your End User Privacy Policy, your End User BAA (if applicable), and all Laws. If you use the Adminify API to retrieve End-User Data directly from Adminify, you must limit your access and processing of such information to that (a) authorized by the Adminify Client or (b) necessary for the purposes of providing the functionality of your App. You may not sell any End-User Data. Adminify will not be liable for, or have any responsibility in connection with, End-User Data processed by you or your App, and such activities with regard to End-User Data are not in any way by or on behalf of Adminify.

11.3. Ownership of Apps and Marketplace. Unless otherwise expressly agreed in writing, including under these terms, Adminify claims no ownership of your Apps. You may reserve all rights not expressly granted in these Terms, including any goodwill associated with Your Marks. Adminify retains all ownership and other rights (including all intellectual property rights) in the Adminify Developer Platform, the Services, the Adminify Marks (including associated goodwill), and the Marketplace. Providing feedback, comments or suggestions about the Adminify Developer Platform, the Services, or the Marketplace (“Feedback“) to Adminify is completely voluntary, and Adminify may freely use Feedback for any purpose.

11.4. End User Communications. You may use End-User Data to communicate directly with Adminify Clients or any third parties only where the communication is with technical or billing contacts, required by Laws, or as consented to or requested by the end user. You also agree that you will not send advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable Laws (hereinafter, collectively “Marketing Messages”), and that you may not use the Services, the Adminify APIs, or the Marketplace to send Marketing Messages to Adminify Clients unless you have valid consent from such Adminify Client.

12. Confidential Information. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under these Terms or learned during the performance of these Terms, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

12.1. Obligation of Confidentiality. Except as otherwise expressly permitted in these Terms, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Adminify, includes the subcontractors referenced in Section 19.5), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 12 and these recipients are bound to confidentiality obligations no less protective than this Section 12.

12.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.

12.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section 12 each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

13. Intellectual Property

13.1. Use of Marks. Subject to these Terms, you may use the Adminify’s name, logos, or trademarks (collectively the “Adminify Marks”) to promote your Application(s) as compatible with the relevant Adminify Products. Your use of Adminify Marks must be approved by Adminify, and (without limiting Adminify’s other termination rights) you must promptly cease any use of Adminify Marks identified by Adminify as problematic. You may not register any domain name containing Adminify Marks, the word “Adminify” or the name of any Adminify Product (or anything confusingly similar) and if you have done so you agree to transfer ownership of the domain name to Adminify at no charge. You also agree not to contest the validity of ownership of any Adminify Marks. You receive no other rights to Adminify Marks under these Terms. All goodwill arising from use of Adminify Marks inures to Adminify.

13.2. Your Marks. If you make your Apps available to Adminify Clients (or other end users), Adminify may (but is not obligated to) use Your Marks to identify you as a Adminify developer and to promote your Apps and Adminify’s Services and the Marketplace.

14. Term; Termination. These Terms will remain in effect until terminated, as set forth below (the “Term”).

14.1. Termination by You. You may terminate these Terms at any time by ceasing all use of the Adminify Developer Platform, the Adminify API, the Marketplace, and any relevant developer credentials, and by notifying Adminify of your intent to terminate this Agreement and use of the Adminify Developer Platform.

14.2. Termination by Adminify. Adminify may terminate these Terms at any time in Adminify’s sole discretion.

14.3. Effect of Termination. Upon any suspension or termination, you must cease using the Adminify Developer Platform, the Adminify API, the Marketplace, and any Adminify Marks and, at Adminify’s request, return or destroy all Confidential Information. Section 3 (Use Rights), Section 10 (Security Certification), Section 11 (Data Use and Ownership), Section 13.2 (Your Marks), Section 12 (Confidential Information) and Section 19 (General) will survive any termination of these Terms. After termination, you will have no further access to any Adminify developer website or portal or to any data or content that you submitted to Adminify relating to the Adminify Developer Platform or Marketplace. Adminify may delete any of your data at its sole discretion. Adminify will have no obligation or liability resulting from termination or suspension of these Terms as permitted above.

15. Indemnification.

15.1. Indemnification by User. You will indemnify and hold harmless Adminify and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Adminify Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Marketplace and/or any App; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your end user(s), customers, any Developer, and any Third-Party Service Providers); (d) misuse of any customer data; (e) Adminify’s use, as contemplated in these Terms, of any information provided to Adminify by you or your end users or customers; (f) breach or alleged breach of these Terms; or (g) any claim of a governmental entity or other party that you have violated any Law. You also agree to defend the Adminify Entities against these claims at Adminify’s request, but Adminify may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Adminify assumes exclusive defense of such claims, you agree to cooperate with our defense of any such claims. You may not settle any claim without Adminify’s prior written consent if the settlement does not fully release Adminify from liability or would require Adminify to admit fault, pay any amounts, or take or refrain from taking any action. Developer will promptly inform Adminify of any information known to Developer that could reasonably lead to a claim, demand, or liability of or against Adminify by any third party.

16. Limited Warranty of the Marketplace and Disclaimers.

16.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE Adminify DEVELOPER PLATFORM, Adminify API, THE MARKETPLACE,THE SERVICES, AND ANY RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE Adminify DEVELOPER PLATFORM, Adminify API, AND MARKETPLACE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER Adminify NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Adminify MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE Adminify DEVELOPER PLATFORM, Adminify API, OR MARKETPLACE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT YOUR DATA OR END-USER DATAENDEND USER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT THE Adminify DEVELOPER PLATFORM, Adminify API, THE MARKETPLACE, OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND Adminify DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. Adminify WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY YOUR PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-Adminify SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF YOUR DATA OR END-USER DATAENDEND USER DATA AUTHORIZED BY THESE TERMS, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY YOU BASED UPON THE Adminify DEVELOPER PLATFORM, Adminify APIS, THE MARKETPLACE, THE SERVICES, OR Adminify’S RELATED SERVICES (INCLUDING CHANGES TO YOUR PROPERTIES). THE DISCLAIMERS IN THIS SECTION 16.1 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. DEVELOPER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

16.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE Adminify DEVELOPER PLATFORM, Adminify API, THE MARKETPLACE, THE SERVICES, OR Adminify ENTITIES, OR ANY MATERIALS OR CONTENT AVAILABLE THEREIN, WILL CREATE ANY WARRANTY REGARDING ANY OF THE Adminify ENTITIES OR THE Adminify DEVELOPER PLATFORM, Adminify API, OR MARKETPLACE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. Adminify DOES NOT PROVIDE DEVELOPER OR Adminify’S CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY Adminify TO DEVELOPERS OR ITS CLIENT(S) DOES NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.

17. Limitation of Liability. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL Adminify OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Adminify’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE FIFTY THOUSAND U.S. DOLLARS ($50,000.00). FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, Adminify’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 17 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 17. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 17 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 17 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY Adminify TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. Dispute Resolution. If a dispute arises between the parties related to these Terms, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:

18.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and these Terms before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and these Terms, the provisions in these Terms will govern.

18.2. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.

18.2.1. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.

18.2.2. Location. Mediation will occur in Salt Lake City, Utah.

18.3. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.

18.4. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 18:

18.4.1. A request for an order of injunctive relief and any related incidental damages; or

18.4.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets.

19. GENERAL

19.1. Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that Adminify may assign these Terms without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 19.1 will be null and void.

19.2. Independent Contractors. The parties to these Terms are independent contractors, and these Terms do not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

19.3. Non-Exclusivity. Nothing in these Terms is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties to these Terms. These Terms will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under these Terms by doing so, including without limitation, any confidentiality obligations. Additionally, Adminify is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Developer’s products or services, regardless of their similarity to Developer’s products or services, provided that Adminify does violate its confidentiality obligations to do so.

19.4. Non-Solicitation; Noncompetition. During the Term and for a period of six months thereafter, Developer will not solicit any Client(s) or end user

of Adminify to cease doing business with Adminify; provided, however, that this provision shall not limit the ability of Developer to continue servicing such end user(s) with respect to services performed by Developer during the Term. Additionally, during the Term and for a period of one year thereafter, Developer will not, directly or indirectly, (a) employ or solicit the employment or services of an employee or independent contractor of Adminify; or (b) develop or offer for sale or license to any end user or other third-party tools or services that directly competes with or is substantially similar to any Adminify products (including but not limited to the Services, the Marketplace, and the Adminify Developer Platform) without the prior express written consent of Adminify.

19.5. Subcontractors. Adminify may use subcontractors and permit them to exercise the rights granted to Adminify in order to provide the Adminify Developer Platform, the Marketplace, and related services under these Terms. Unless Adminify expressly states otherwise in writing, third-party providers are not “subcontractors” under these Terms, and Adminify disclaims all responsibility and liability for the actions or omissions of any third-party providers.

19.6. Notices. Any notice or communication to Adminify under these Terms must be in writing. You must send any notices under these Terms (including breach notices) to Adminify Headquarters (and include “Attn. Legal Department” in the subject line) or by email to legal@Adminify.com. Adminify may send notices to the e-mail addresses on your account or, at Adminify’s option, to your last-known postal address. Adminify may also provide operational notices regarding the Adminify Developer Platform, the Marketplace, or other business-related notices through conspicuous posting of such notice on Adminify’s Website or the Adminify Developer Platform. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Adminify is not responsible for any automatic filtering you or your network provider may apply to email notifications.

19.7. Amendments; Waivers. Adminify may update or modify these Terms (including any referenced policies and other documents) from time to time by posting a revised version on the Website or the Adminify Developer Platform or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Adminify Developer Platform. Modifications will become effective upon posting or notification, and continued use of the Adminify Developer Platform or Website, following the update, will constitute acceptance of the updated Terms. If you do not agree to the updated Terms, you will no longer have the right to use the Adminify Developer Platform or the Marketplace. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms. No waiver of any provision of these Terms will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of these Terms will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.

19.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under these Terms if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.

19.9. Governing Law; Jurisdiction and Venue. These Terms are governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of these Terms will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.

19.10. Headings. The headings used in these Terms are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of these Terms, and not just the headings.

19.11. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce these Terms will be entitled to recover its reasonable attorneys’ fees and costs for the action.

19.12. No Third-Party Rights. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms. Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect, and all other provisions remain in full effect.

19.13. Counterparts; Electronic Transmission. These Terms may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of these Terms may be executed by one or more parties hereto, and an executed copy of these Terms may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of these Terms as well as any facsimile or other reproduction hereof.

19.14. Entire Agreement. These Terms represent the parties’ complete and exclusive understanding relating to these Terms’ subject matter. These Terms supersedes\ all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Adminify Developer Platform, the Marketplace, or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted. Any terms provided by you are for administrative purposes only, and have no legal effect.

Adminify API Terms of Use

August 23, 2023

These Adminify API Terms of Use (these “Terms“) are a binding contract between you (“you” or “your“) and Adminify Corporation, Inc. (“Adminify,” “we,” or “us“). These Terms includes all applicable Adminify policies and guidelines, including but not limited to our Privacy Policy and our Acceptable Use Policy, (together, this “Agreement“) and govern your access to and use of the Adminify API (as defined below). If you are entering into this Agreement on behalf of a company or other entity, then “you” means that entity, and you are binding that entity to this Agreement.

This Agreement governs your use of and interaction with the Adminify API and the Adminify Marketplace, both Beta Services (as defined in the Partner Terms). TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT THESE BETA SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND FROM Adminify. WITH RESPECT TO BETA SERVICES, YOU FURTHER ACKNOWLEDGE AND AGREE THAT BETA SERVICES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH Adminify WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF THE BETA SERVICES IS AT YOUR SOLE RISK.

BY ACCESSING OR USING THE Adminify API, OR BY SIGNING OR CLICKING TO ACCEPT THIS AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE Adminify API.

Adminify MAY UPDATE OR MODIFY THE Adminify API AND THIS AGREEMENT FROM TIME TO TIME BY POSTING THE CHANGES ON THIS SITE OR NOTIFYING YOU VIA EMAIL. THESE CHANGES MAY AFFECT YOUR USE OF THE Adminify API OR THE WAY YOUR APPLICATION INTERACTS WITH THE Adminify API. IF Adminify MAKES A CHANGE THAT’S UNACCEPTABLE TO YOU, YOU SHOULD STOP USING THE Adminify API.

IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT, THE Adminify PARTNER TERMS, ANY OTHER PARTNER OR DEVELOPER AGREEMENT, OR THE ADMINIFY TERMS OF SERVICE , THE TERMS OF THIS AGREEMENT WILL GOVERN BUT ONLY TO THE EXTENT NECESSARY TO RESOLVE THE CONFLICT.

Definitions.
1. “API Documentation” means the API documentation described at https://docs.Adminify.com/docs, as updated from time to time.
2. “API Credentials” means the secure keys, passwords, tokens, or other credentials Adminify makes available to you to allow you to access the API.
3. “Application” means any application developed by you to interact with the Adminify API in compliance with the terms and conditions of this Agreement.
4. “Client” means a business or entity, including their Authorized Users (as that term is defined in the Adminify TOS) that is a user of the Adminify Platform and/or Adminify Services (as that term is defined in the Adminify Terms of Service). If you are a Adminify Client using the Adminify API on your own behalf, “Client” means you.
5. “Client Agreement” means the terms or agreement entered into between you and a Client, which govern the Client’s access to and use of your Application and services if you are acting as a Developer Partner on behalf of a Client or end user and not on your own behalf.
6. “Client Data” means any data, content, or other information, including but not limited to any personal information or sensitive personal information, owned by or relating to a Client or their Customers. Client Data may include Customer Data.
7. “Customer” means any individual or entity that is a client, customer, or patient of a Client, or that is a potential client, customer, or patient of a Client.
8. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to or via the Adminify Platform by Client or by Customer(s).
9. “Developer Partner” means a partner who develops an Application or otherwise accesses, connects to, or uses the Adminify APIs.
10. “Developer Portal” means portal, available at https://developer.Adminify.com/, by which a partner may sign up to become a Developer Partner and access related materials and documentation.
11. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
12. “Partner Terms” means the Adminify Partner Program Terms and Conditions.
13. “Adminify API” means the Adminify public application programming interface and any API Documentation or other API materials made available by Adminify via Adminify.com (https://www.Adminify.ai/) including all of its related applications, dashboards, platforms, or other web locations (individually and collectively, the “Website”) or otherwise in writing. The Adminify API is a Beta Service as defined in the Partner Terms.
14. “Adminify Data” means any data, content, or other information owned by or relating to Adminify.
15. “Adminify Marks“ means Adminify’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
16. “Adminify Platform” means Adminify’s software-as-a-service and Payments platform as described on the Website or other written documentation provided to you by Adminify, and all related services, applications, and technology.
17. “Adminify Marketplace” means the mechanism by which Clients can view, access, install, and purchase (as applicable) your Application. The Adminify Marketplace is currently a Beta Service (as defined in the Partner Terms.
18. “Adminify TOS” means the Adminify Terms of Service.
19. “Territory” means the United States, Canada, and Australia.

2. Access to and use of the Adminify API Access.

a. Adminify API License.

(i) Subject to and conditioned on your compliance with this Agreement, Adminify grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to access and use the Adminify API solely to develop, implement, and provide your Application that will communicate and interoperate with the Adminify Platform. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the Adminify API or any Adminify Marks for any other purpose without our prior written consent.

b. Access to the Adminify API.

(i) Approval and API Credentials. In order to access and use the Adminify API, you must receive express approval from Adminify and you must obtain API Credentials through the registration process set in Adminify’s sole discretion. Adminify may deny you access to the Adminify API for any reason. You may not share your API Credentials with any third party (other than a subcontractor as expressly authorized in this Agreement), you must keep your API Credentials and all log-in information secure at all times, and you must use the API Credentials as your sole means of accessing the Adminify API. Your API access and API Credentials may be revoked at any time by Adminify.

(ii) Compliance with Laws. In accessing or using the Adminify API, or in developing, implementing, or distributing your Application, you will comply with all terms and conditions of this Agreement and all guidelines, standards, and requirements that may be posted on the Website or which Adminify communicates to you in writing from time to time. You will also, at all times, comply with all applicable state, federal, and international laws, rules, and regulations, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the California Consumer Privacy Act, the California Privacy Rights Act, and other data privacy laws. To the extent the Adminify API is subject to US export control laws, including the Export Control Reform Act and its associated regulations, you will not, directly or indirectly, export, re-export, or release the Adminify API to, or make the Adminify API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Adminify API available outside the US.

(iii) API Limits. Adminify may, in its own discretion, set and enforce limits applicable to your use of the Adminify API, which it may communicate to you via the API Documentation or otherwise in writing. You must not attempt to circumvent any such limits. Any use above the standard limits set by Adminify must be expressly approved by Adminify in writing in advance.

(iv) Use of a Subcontractor. You may not use a subcontractor in developing, implementing, or providing your Application unless such subcontractor has agreed in writing to comply with terms at least as restrictive as the provisions of this Agreement. You are responsible for ensuring that any subcontractor you use in relation to the Adminify API complies with the terms of this Agreement, and you will remain fully liable to Adminify and Clients for any breach of this Agreement by your subcontractor. You will provide a complete list of your subcontractors upon request by Adminify or Client(s), as applicable.

(v) Developer Partners. To the extent you are accessing or using the Adminify API as a Developer Partner, and not for your own personal benefit as a Adminify Client, you are also subject to and hereby agree to the applicable provisions of the Partner Terms.

c. Adminify API Use Restrictions. Except as expressly authorized under this Agreement or otherwise in writing by Adminify, you will not:

(i) access or use the Adminify API to distribute data, develop content, or develop an Application except for your use or a Client’s use in connection with the Adminify Platform;

(ii) copy, modify, or create derivative works of the Adminify API, in whole or in part;

(iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Adminify API;

(iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Adminify API, in whole or in part;

(v) remove any proprietary notices from the Adminify API;

(vi) use the Adminify API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law or would cause Adminify or our Client(s), as applicable, to violate any applicable law;

(vii) combine or integrate the Adminify API with any software, technology, services, or materials not authorized by Adminify;

(viii) design or permit your Application to disable, override, or otherwise interfere with any Adminify-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;

(ix) use the Adminify API in any of your Application to replicate or attempt to replace the user experience of the Adminify Platform;

(x) use the Adminify API in any way that would violate Adminify’s Terms of Service, if used by a Adminify Client, or develop, implement, or distribute any Application that would cause or permit a Client to use the Adminify Platform in a manner that would violate Adminify’s Master Terms of Service;

(xi) offer or distribute the Application outside the Territory;

(xii) process or transmit any Adminify Data or Client Data outside the Territory, or outside any limited scope of the Territory as you have otherwise been authorized by Adminify or the Client, as applicable;

(xiii) attempt to cloak or conceal your identity of Your Applications when requesting authorization to use the Adminify API; or

(xiv) use the Adminify API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities or that would otherwise violate Adminify’s Acceptable Use Policy.

3. Your Application.

a. Obligation to Monitor. You agree to monitor the use of your Application for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of your Application from further use of your Application. You agree to provide a resource for users of your Application to report abuse of your Application.

b. Responsibility for Users. As between you and us, you are responsible for all acts and omissions of your Client or other end users in connection with your Application and their use of the Adminify API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents and authorizations from your Client or other end users required under applicable laws, rules, regulations, and Section 7(a)(ii) of this Agreement for their use of your Application. You are further responsible to provide the terms of use of your Application, which are applicable to your Client or other end users, pursuant to Section 7(a)(i) of this Agreement.

c. Adminify Marketplace.

(i) Your Application will not be published or otherwise made available in the Adminify Marketplace unless and until you have submitted to Adminify all documentation requested by Adminify and Adminify has reviewed such documentation and provided you written notice that your Application has been approved for addition to the Adminify Marketplace. Your Application may be approved or denied for addition to the Adminify Marketplace in Adminify’s sole discretion. Once approved and listed on the Adminify Marketplace you will be subject to the applicable terms of the Adminify Marketplace Terms of Service then in effect.

4. No Support; Updates.

This Agreement does not entitle you to any support from Adminify for the Adminify API. You acknowledge that we may update or modify the Adminify API from time to time and at our sole discretion (in each instance, an “Update“), and may require you to obtain and use the most recent version of the Adminify API. Updates may adversely affect how your Application communicates with the Adminify Platform. You are required to make any changes to the Application that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the Adminify API following an Update constitutes binding acceptance of the Update.

5. Adminify Rights.

a. Collection and Use of Your Information. We may collect certain information through the Adminify API or the Adminify Platform about you or any of your employees, contractors, agents, or users. By accessing, using, or providing information to or through the Adminify API or the Adminify Platform, you consent to all actions taken by us with respect to your information in compliance with this Agreement, the then-current version of our Privacy Policy, and applicable data protection requirements, available at Adminify.com. You also agree that Adminify may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Adminify immediately in the event that your contact information changes.

b. Monitoring; Auditing. You agree that Adminify may monitor your use of the Adminify API to confirm your compliance with your obligations under this Agreement and to improve the Adminify API, the Adminify Platform, and the user experience of the Adminify API and Adminify Platform. You also understand and agree that Adminify will have the right to audit your Application, systems, and associated records to confirm your compliance with this Agreement. Upon our request, you will provide reasonable assistance to Adminify to allow us to perform these monitoring and auditing functions. You will also ensure that if you use a subcontractor in relation to the Adminify API or to develop, implement, or provide your Application, that the subcontractor agrees in writing to this same obligation.

6. Intellectual Property Ownership; Feedback.

a. IP Ownership. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Adminify API, the Adminify Platform, and the Adminify Marks; and (b) you own all right, title, and interest, including all intellectual property rights, in and to your Applications, except to the extent the Application is built by or for Adminify or as otherwise stated in this Agreement or another writing mutually agreed to by and between you and Adminify. Additionally, to the extent applicable, as between you and Adminify, Adminify will own all right, title, and interest in any Client Data that Adminify receives as a result of a Client’s use of an Application, subject to the applicable terms between Adminify and the Client, including Adminify’s Privacy Policy. You will use commercially reasonable efforts to safeguard the Adminify API and Adminify Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Adminify API and Adminify Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.

b. Your Marks. You hereby grant Adminify a non-exclusive, royalty free license during the term of the Agreement to use your trademarks, service marks, and trade names for the purposes of advertising, promoting, merchandising, marketing, and otherwise communicating to Clients, Customers, and other third parties regarding your Application and/or services.

c. Adminify Marks. Adminify hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to display the Adminify Marks solely in connection with the use of the Adminify API and your Application. You may not use the Adminify Marks: (a) in any way that is misleading or disparaging; (b) in a way that implies that Adminify endorses, sponsors, approves, or is in any way responsible for your Application or the services you provide (unless otherwise expressly authorized by Adminify in writing); (c) in violation of any provision of this Agreement or any applicable law; or (d) in a manner that does not comply with any branding guidelines we post on our Website or otherwise notify you of in writing. You must stop using the Adminify Marks immediately upon termination or otherwise upon our request. You agree that your use of the Adminify Marks in connection with this Agreement will not create any right, title, or interest in or to the Adminify Marks in favor of you, and all goodwill associated with the use of the Adminify Marks will inure to the benefit of Adminify.

d. Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Adminify API, the Adminify Platform, or the Adminify Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

e. Competitive or Similar Materials. In no event will Adminify be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, or marketing and distributing, materials which are competitive with an Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.

7. Privacy and Security.

a. Client Agreement and Privacy Policy.

(i) Client Agreement. Before you access or use any Client Data or any Client Account (other than your own if you are a Client using the Adminify API on your own behalf), you must, by way of a legally valid Client Agreement, obtain all necessary permissions, authorizations, and consents from each Client or end user, as the case may be, to access and use their Client Account and Client Data via the Adminify API, your Application, and services. The Client Agreement for each Client must include provisions that are at least as protective as those contained in this Agreement. The Client Agreement must also include provisions informing the Client that:

(A) Adminify will not be responsible for any support or assistance relating to your Application or services (unless Adminify has expressly stated otherwise in writing);

(B) You, not Adminify, are solely responsible for your Application, your related services, and for any liability or damages that arise out of a Client’s authorized use of the Application; and

(C) The provisions of your Client Agreement govern the scope of your access and use rights with respect to the Client’s Data and Account.

(ii) Privacy Policy. You must maintain, and your Application must display, a legally compliant privacy policy detailing the data and information you’ll collect from any Client or user when they use your Application, and you agree that you will only use such data and information as expressly authorized by the Client in each case.

(iii) Protected Health Information. To the extent you or your Application or services will access or use any Client Protected Health Information (“PHI”) as that term is defined under HIPAA, you represent and warrant that you will execute a legally valid Business Associate Agreement (“BAA”) with each applicable Client prior to using or accessing their PHI via the Adminify API and your Application. You will only use such data as authorized under the BAA and HIPAA and will remain fully liable for any violations with respect to PHI.

b. Security. You will implement and maintain a security program designed to prevent the unauthorized access, use, or disclosure of any of the data you access or use via the Adminify API and in developing, implementing, and distributing your Application and related services. Your security program must include appropriate administrative, physical, and technical safeguards that meet or exceed industry standards, according to the nature and scope of the data you use or access via the Adminify API, and which is. You will also ensure that any subcontractor you use in relation to the Adminify API also agrees to comply with this provision. You also represent and warrant that any Applications you develop or distribute using the Adminify API or Adminify Marketplace will not contain any security vulnerabilities. If you are using the Adminify API for security testing purposes, you also agree that you will adhere to Adminify’s testing policy outlined in our Vulnerability Disclosure Policy.

(i) Data Breach and Notification. In the event of any actual or suspected unauthorized access, use, disclosure, loss, or processing of Adminify Data or Client Data (“Data Breach”) you will notify Adminify in writing immediately (but no later than twenty-four (24) hours) upon discovering the Data Breach. Upon becoming aware of any Data Breach, you will, at your own expense, work to immediately mitigate the effects of the Data Breach, correct any flaws or deficiencies that contributed to the Data Breach, and cooperate fully with Adminify, including providing any and all information Adminify requests relating to the Data Breach. You will also, at your own expense, provide all notifications to Clients, end users, and any other parties affected by the Data Breach as required by law and your contractual obligations to the affected parties.

(ii) Deletion. Except as necessary to comply with your obligations under applicable law, you must immediately delete all Client Data: (a) upon request from the Client; and (b) upon termination of this Agreement or revocation of your access to the Adminify API.

8. Confidentiality

a. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Adminify, includes the subcontractors referenced in Section 14(f), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 8 and these recipients are bound to confidentiality obligations no less protective than this Section.

b. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.

c. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

9. Disclaimer of Warranties.

THE Adminify API, THE Adminify PLATFORM, AND Adminify MARKS ARE PROVIDED “AS IS” AND Adminify SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Adminify SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Adminify MAKES NO WARRANTY OF ANY KIND THAT THE Adminify API, THE Adminify PLATFORM, OR Adminify MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

10. Indemnification.

You agree to indemnify, defend, and hold harmless Adminify and its officers, directors, employees, consultants, affiliates, agents, successors, and assigns (together, the “Adminify Entities”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to: (a) your access to and use or misuse of the Adminify API, Adminify Platform, or Adminify Trademarks; (b) your breach of this Agreement; (c) your Application, including any Client’s or other end user’s use thereof; (d) any third party claim that your product or services, including any Application infringe the intellectual property or other rights of a third party; (e) a violation of applicable laws, rules, or regulations; (f) a Data Breach; and (g) any gross negligence or willful misconduct. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

11. Limitations of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL Adminify ENTITIES BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE Adminify API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR Adminify WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWELVE MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

12. Term and Termination.

a. Term. The term of this Agreement will begin when you access the Adminify API or when you otherwise sign or click to accept this Agreement and will continue in effect until terminated as set forth in this Section.

b. Termination. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Adminify API and the Adminify Marks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the Adminify API and Adminify Marks.

c. Effect of Termination. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the Adminify API, Adminify Marks, and other Adminify Confidential Information, as well as any and all Client Data or Customer Data then in your possession or control. You must also immediately cease: (a) your use and access to the Adminify API, Adminify Marks, and Adminify Platform; and (b) your distribution and/or provision your Application. Upon request from Adminify or a Client, as applicable, you will also provide written certification of your compliance with this section. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Adminify’s rights or remedies at law or in equity.

13. Non-Exclusivity; Competitive or Similar Products or Materials.

a. Non-Exclusivity. The arrangements under this Agreement are non-exclusive, and nothing in this Agreement is intended, nor should it be construed, to create any form of exclusive relationship between you and Adminify. Unless the parties expressly agree otherwise in writing, each party is free to enter into similar arrangements with other parties, provided that doing so will not cause the party to violate any of its obligations under this Agreement.

b. Competitive or Similar Products or Materials. Nothing in this Agreement will be deemed or construed to preclude or otherwise limit Adminify’s ability to discuss, develop, or distribute, either on its own or by a third-party subcontractor, any products, services, or other materials that are similar or competitive to your products, services, or materials, including your Application. Notwithstanding the foregoing, Adminify may not use your Confidential Information in discussing, developing, or distributing any such products, services, or other materials.

14. General.

a. Assignment. This Agreement will bind and insure to the benefit of each party’s permitted successors and assigns. You may not assign this Agreement without the advance written consent of Adminify, which will not be unreasonably withheld. Adminify may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 14(a) will be null and void.

b. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. You acknowledge that this Agreement only permits use by you and the legal entity or entities you represent and is binding to this Agreement and not any affiliates. Furthermore, your affiliates are not permitted to use the Adminify API under this Agreement unless that affiliate agrees to this Agreement individually and receives its own access to the Adminify API.

c. Notices. Any notice or communication to Adminify under this Agreement must be in writing. You must send any notices under this Agreement (including breach notices) to Adminify Headquarters and include “Attn. Legal Department” in the subject line. Adminify may send notices to the email address(es) on record for your account or as otherwise provided by you to Adminify. Adminify may also provide operational notices regarding the Adminify API or other business-related notices through conspicuous posting of such notice on Adminify’s Website. You hereby consent to receipt of electronic notices and agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Adminify is not responsible for any automatic filtering you or your network provider may apply to email notifications.

d. Modifications. Adminify may update or modify these Terms from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights and obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms, or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If you do not agree to the updated Terms, you will no longer have the right to use the API. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waiver must be made in writing and executed by a duly authorized representative of the waiving party.

e. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable, void or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.

f. Subcontractors. Adminify may use subcontractors and permit them to exercise the rights granted to Adminify fulfilling its obligations or exercising its rights under this Agreement.

g. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

h. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except applicable payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.

i. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.

j. Injunctive Relief. You understand and agree that the unauthorized use or disclosure of any Adminify or Client Data you access or use via the Adminify API or Adminify Platform may cause irreparable harm to Adminify or our Clients. You therefore agree that Adminify will have the right to obtain an immediate injunction against any breach or threatened breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

k. Non-Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.

l. Entire Agreement. This Agreement, including any terms, policies, or documents referenced or linked to herein, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Adminify API or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms you provide to Adminify are for administrative purposes only, and have no legal effect.

Adminify Marketplace Terms of Service

August 23, 2023

Adminify Corporation, Inc. (“Adminify”) owns and operates an internet-based marketplace that enables users of the Services (as defined below) to browse, install, purchase (as applicable), and manage subscriptions to Apps, and to access applications purchased or installed in this manner through a single sign on system (the “Marketplace”). By using, installing, or accessing the Marketplace or Apps (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms (the “Marketplace Terms”). To use the Marketplace and any Apps, you must have a current Subscription to use the Adminify Services and have agreed to the Adminify Terms of Service (“Adminify Terms of Service”), which incorporate these Marketplace Terms. Any capitalized terms not defined herein will have the definition given in the Adminify Terms of Service. For the avoidance of doubt, all references in the Adminify Terms of Service to the “Agreement” will include these Marketplace Terms.

If you are using the Marketplace on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to these Marketplace Terms and the Agreement. You represent and warrant that you have the legal power and authority to enter into these Marketplace Terms and that, if the Client is an entity, these Marketplace Terms are entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to these Marketplace Terms.

1. DEFINITIONS.

1.1. “App” means each software as a service or general service application owned and operated by Adminify or a Developer that has been built with the Adminify API and/or the Adminify Developer Platform.

1.2. “Client” means an individual user of the Marketplace, Services, or any portion thereof.

1.3. “Developer” means an individual or entity registered as a developer on the Adminify Developer Platform.

1.4. “Order” means an order, purchase, installation, trial, download, or enablement of an App (including renewals and upgrades), whether through the Marketplace or other processes or interfaces Adminify or a Developer makes available. All Orders are subject to these Terms.

1.5. “Marketplace Content” means any App, any content on the Marketplace, or any services made available through the Marketplace.

1.6. “Adminify Developer Platform” has that meaning described in the Adminify Developer Terms.

1.7. “Services” has the meaning set forth in Section 2 of the Adminify Terms of Service.

1.8. “Single Sign On” means the ability of Client to access Apps purchased or installed through the Marketplace using a single set of Marketplace access credentials.

1.9. “Third-Party App” means an App developed by a third-party Developer.

1.10. “Third-Party Products” means any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Adminify Technology.

1.11. “Usage Data” means data generated in connection with Client access and use of the Marketplace, including log-in credential data and Single Sign On data generated in connection with Client access and use of Apps.

2. ACCOUNT; INTEGRATION; AND RESPONSIBILITIES.

2.1. Account Registration. Client must have registered for a Adminify account in order to access the Marketplace. Account information must be accurate, current, and complete, and will be governed by Adminify’s Privacy Policy (“Adminify Privacy Policy”) and may be amended from time to time. Client agrees to keep its account information up to date so that Adminify may send notices, statements, and other information by email or through Client’s account. By using or accessing the Marketplace, Client agrees and consents to Adminify’s use of cookies in accordance with the terms of the Adminify Privacy Policy. You are solely responsible for all use of the Marketplace and the Marketplace Content. Adminify will not be liable for any loss or damage arising from unauthorized use of Client’s account.

2.2. App Integrations. When you are logged into your Adminify account, you can navigate to the Marketplace. You will then select the App icon you want to install. You will need to confirm your location in the drop down. Then you will click the connect button and provide the following information (depending on the App): App Key, Client ID, Client Secret, Subdomain, Username/Password (oAuth 2.0), Tenant ID, API Key, API Token, or API Access Token. Once your information is entered you may be prompted to set up prebuilt templates (depending on the App). A successfully configured and integrated App will appear with a green banner indicating it is installed.

2.3. Beta Releases and Free Access Subscriptions. The Marketplace is currently a Beta Release and is subject to the terms of the Adminify Terms of Service (including but not limited to Section 3.7). Additionally all Apps are provided as a Free Access Subscription (unless Developer requires payment independent of the Marketplace) and are subject to the terms of the Adminify Terms of Service (including but not limited to Section 3.7).

3. USE RIGHTS; RESTRICTIONS.

3.1. Use of the Marketplace and Restrictions. Sections 3.1, 3.3, 3.4, 3.5, and 3.6 of the Adminify Terms of Service are hereby incorporated by reference, and use of the Marketplace is subject to those terms.

3.2. Developer Terms. Without limiting the disclaimers, restrictions or other provisions in these Terms, usage of Apps is subject to the license or subscription terms, privacy policies and other applicable terms specified by the Developer (“App Developer Terms”), including any usage limits described therein. App Developer Terms are typically included on the App’s listing page or presented through the process while making an Order. You may not use an App if you do not agree to the relevant App Developer Terms.

3.3. Third-Party Apps and Terms. Third-Party Apps are subject only to the third-party Developer’s Terms. Adminify is not a party to, or responsible for compliance with, any third-party App Developer Terms, and does not guarantee that any third-party App Developer Terms meet your needs. By ordering, installing, integrating, or enabling any Third-Party App, you are entering into the App Developer Terms directly with the applicable third-party Developer.

3.4. Adminify Apps and Terms. If Adminify is the developer of the App, the Adminify Developer Terms are the App Developer Terms for such App (including the Adminify Privacy Policy). If there is a conflict between these Terms and the Adminify Terms of Service, the Adminify Terms of Service will control as to each party’s rights and responsibilities related to the App itself, while these Terms will control as to the Marketplace in general.

3.5. Availability of Marketplace Content. Marketplace features and Marketplace Content may become unavailable or be removed at any time and without notice by Adminify or a Developer, and any data stored in connection with such Marketplace Content may be lost or become inaccessible. If your use of the Services is modified, terminated, or suspended, you may be prevented from accessing the Marketplace and any files or Marketplace Content associated with your account.

3.6. Third-Party Links. The Marketplace may contain links to Third-Party Products. Such Third-Party Products may be subject to different terms and conditions and privacy practices. Adminify is not responsible or liable for the availability or accuracy of such Third-Party Products, or the content, products, or services available from such Third-Party Products, including any Third-Party Apps. Links to such Third-Party Products are not an endorsement by Adminify of such Third-Party Products.

3.7. Reservation of Rights. Except for the rights explicitly granted to you in these Terms and in the App Developer Terms for each App, all right, title, and interest (including intellectual property rights) in the Marketplace are reserved by Adminify, and all right, title, and interest (including intellectual property rights) in the Apps are reserved and retained by their respective Developers and licensors. Apps are provided on a license or subscription basis, not sold, and you do not acquire any ownership rights in the Marketplace or the Apps.

3.8. Removal; Reinstatement of Client. Client may be removed by Adminify, in its sole discretion, from the Marketplace if Client or any of its Authorized Users violate these Terms, the Adminify Terms of Service, or the Acceptable Use Policy. Client may have its access reinstated if it cures the violation, subject to Adminify’s sole discretion.

3.9. Removal; Reinstatement of App Use. Client may have its access to any App revoked by Adminify, in its sole discretion, if Client or any of its Authorized Users violate these Terms, the Adminify Terms of Service, or the Acceptable Use Policy. Client may have its access reinstated if it cures the violation, subject to Adminify’s sole discretion.

3.10. Removal; Reinstatement of Third-Party App Use. Client may have its access to any Third-Party App revoked by Adminify, in its sole discretion, if Client or any of its Authorized Users violate these Terms, the Adminify Terms of Service, or the Acceptable Use Policy. Client may have its access reinstated if it cures the violation, subject to Adminify’s sole discretion. Additionally, Client and its Authorized Users may be subject to similar terms under the App Developer Terms.

4. DATA AND SECURITY.

4.1. Order Information. If you order an App through the Marketplace, Adminify may provide the Developer with the information you provide in completing the Order, such as your name, company name (if any), addresses (including email address), and phone number.

4.2. Third-Party Developer Use of Data. If you place an Order for a Third-Party App, you authorize Developers to access or use certain data in the applicable Adminify Services or the Marketplace. This may include transmitting, transferring, modifying or deleting such data, or storing such data on Developer or third-party systems. Any third-party Developer’s use of accessed data (whether data in the Adminify Services, the Marketplace, or separately collected from you or your device) is subject to the applicable App Developer Terms. Adminify is not responsible for any access, use, transfer, or security of data or information by third-party Developers or by Third Party Apps, or for the security or privacy practices of any third-party Developer or such Developer’s Third-Party Apps and third-party processors. You are solely responsible for your decision to permit any third-party Developer or Third-Party App to access or use data to which you’ve granted access.

4.3. Adminify Use of Marketplace Data. Any data that Adminify collects from you based on your use of the Marketplace and your Orders, or that Adminify receives from third-party Developers on your behalf, is subject to the Adminify Terms of Service and the Adminify Privacy Policy.

4.4. Analytics and Usage Data. In addition, you authorize the Developer and Adminify (if Adminify is not the Developer) to collect and use technical data and related information (including technical information relating to your device, system, and the App), in non-personally identifiable form, to facilitate the provision of software updates, product support, marketing efforts, and other services to you related to the App. Developer and Adminify (if Adminify is not the Developer) may each use this information, as long as it is in a form that does not personally identify individual users, to improve their respective products or to provide services or technology to you (including with respect to Adminify, the Marketplace, and the Adminify Services).

5. SUPPORT. Adminify does not provide support for Developer’s App or Marketplace Content. For any support-related needs, you should contact the Developer or App publisher directly. Adminify provides support for Marketplace Content expressly created or developed by Adminify only, and then only in accordance with the Adminify Terms of Service. A Developer’s failure to provide any support or maintenance does not entitle you to any refund. Adminify is not responsible for any support and maintenance for Third-Party Apps.

6. FEEDBACK. By submitting ideas, suggestions, documents, and/or proposals (“Feedback”) to Adminify, you acknowledge and agree that: (a) your Feedback does not contain confidential or proprietary information; (b) Adminify is under no obligation of confidentiality, express or implied, with respect to the Feedback; (c) Adminify shall be entitled to use or disclose such Feedback for any purpose, in any way, in any media, worldwide; (d) Adminify may already be developing a solution or solution component related to the Feedback; and (e) you grant Adminify a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish the Feedback for any purpose, without compensation to you.

7. PRIVACY. The Marketplace is a Adminify Service and your use of the Marketplace is subject to these Terms, the Adminify Terms of Service, and the Adminify Privacy Policy. Adminify’s collection, use, and sharing of personal data in connection with the Marketplace and Marketplace Content are described in the Adminify Terms of Service and Adminify Privacy Policy.

8. MODIFICATION OF THE MARKETPLACE TERMS. Adminify will exercise commercially reasonable efforts to provide notice to you of any material changes to these Marketplace Terms. Any updates to these Terms will be immediately binding upon your next use of the Marketplace, any App, or any Marketplace Content. If you do not agree with the changes, you should discontinue using the Marketplace and any Marketplace Content and terminate these Marketplace Terms immediately. If you continue using the Marketplace and/or any Marketplace Content, you will be deemed to have accepted the changes to these Marketplace Terms.

9. TERM AND TERMINATION

9.1. Term. These Marketplace Terms will apply and remain in effect for as long as you use the Marketplace or any Marketplace Content.

9.2. Termination and Suspension. Adminify may terminate these Marketplace Terms and/or suspend your access to the Marketplace immediately if you: (i) violate any of the terms of the Agreement, (ii) use the Marketplace in a way that has or may negatively reflect on or affect Adminify, our prospects, or our clients, (iv) violate the Acceptable Use Policy, or (v) if we determine it to be necessary or desirable in our sole discretion. Adminify is not obligated to provide you with any of your content used in connection with the Marketplace after termination. Termination or expiration of these Marketplace Terms shall not automatically cause your Subscription or partner agreement to be terminated if you have one.

10. WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE MARKETPLACE AND MARKETPLACE CONTENT ARE PROVIDED “AS IS” AND Adminify, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, SUBSIDIARIES, AGENTS, CONTRACTORS, AFFILIATES, PARTNERS, SUPPLIERS, AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Adminify, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, SUBSIDIARIES, AGENTS, CONTRACTORS, AFFILIATES, PARTNERS, SUPPLIERS, AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MARKETPLACE OR MARKETPLACE CONTENT, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE MARKETPLACE OR MARKETPLACE CONTENT, OR THAT THE MARKETPLACE CONTENT WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. USE OF THE MARKETPLACE AND MARKETPLACE CONTENT IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR MARKETPLACE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE OR MARKETPLACE CONTENT IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE MARKETPLACE OR MARKETPLACE CONTENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE MARKETPLACE OR MARKETPLACE CONTENT REMAINS WITH YOU. Adminify CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE MARKETPLACE OR MARKETPLACE CONTENT.

11. INDEMNIFICATION. Client will indemnify and hold harmless Adminify and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Adminify Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of the Adminify Marketplace and Adminify API, as; (b) your violation of, any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Service Providers); (d) any Client Data; (e) Adminify’s use, as contemplated in this Agreement, of any information provided to Adminify by you or your Customers; (f) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or, (h) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Adminify Entities against these claims at Adminify’s request, but Adminify may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Adminify assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Adminify’s prior written consent if the settlement does not fully release Adminify from liability or would require Adminify to admit fault, pay any amounts, or take or refrain from taking any action.

12. DISCLAIMERS.

12.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE Adminify MARKETPLACE, ANY APPS, AND ALL RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE MARKETPLACE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER Adminify NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Adminify MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE MARKETPLACE OR ANY APP WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT THE MARKETPLACE OR ANY APP WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND Adminify DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. Adminify WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-Adminify SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON THE MARKETPLACE, ANY APP, OR Adminify’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 12.1 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

12.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE THE MARKETPLACE OR ANY APP OR Adminify ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE THE MARKETPLACE OR ANY APP WILL CREATE ANY WARRANTY REGARDING ANY OF THE Adminify ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. Adminify DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY Adminify TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE MARKETPLACE DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.

13. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL Adminify OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Adminify’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE FIVE THOUSAND U.S. DOLLARS ($5,000.00). FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, Adminify’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 13 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 13. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY Adminify TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. DISPUTE RESOLUTION AND GENERAL TERMS. Sections 15 and 16 of the Adminify Terms of Service are hereby incorporated by reference.

Adminify Phone Service Terms

August 23, 2023

By using or accessing Adminify’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).

These Phones Service Terms incorporate by this reference the Adminify Terms of Service (currently available at: https://adminify.ai/legal (the “Adminify Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Adminify Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Adminify Terms of Service, these Phones Service Terms will govern.

Capitalized terms used herein without a definition have the same meaning as the defined term in the Adminify Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.

1. DEFINITIONS

1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Adminify to facilitate certain features of Phones. Adminify may add or remove Phones Service Providers from time to time.

1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Adminify as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products.

1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Adminify clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.

2. SERVICES.

2.1. Adminify Phones. Adminify Phones is a voice over internet protocol (“VoIP”) phone system integrated with Adminify software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Adminify will provide Client with access to Phones. Adminify Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Adminify. Client understands and agrees that Phones may be used in the United States only. Adminify Phones is powered by Adminify Voice, LLC, which is a regulated affiliate of Adminify. Adminify Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement

2.2. Phones Professional Installation. Phones Professional Installation (“Phones Professional Installation”) is a program Adminify makes available whereby we connect you with certain Third-Party Providers to perform installation services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided.

2.2.1. Adminify does not perform your Phones Professional Installation and has no responsibility or liability for the installation. Adminify partners with certain Third-Party Providers, who are independent of Adminify, who will provide the Phones Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Adminify. For your convenience, you will pay for the Phones Professional Installation services as defined above through Adminify, who will accept payment on behalf of the Third-Party Provider that completes your Phones Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Phones Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.

2.2.2. By purchasing Phones Professional Installation, Client authorizes Adminify to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Adminify Platform account for the purposes of providing Phones Professional Installation services. Adminify will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Phones Professional Installation services or Client’s Adminify account.

3. CLIENT OBLIGATIONS.

3.1. Client Data. In addition to Client’s obligations under the Adminify Terms of Service, Client agrees that where Client provides or makes available to Adminify (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Adminify, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Adminify’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Adminify may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Adminify notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Adminify will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.

3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Adminify the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Adminify’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://adminify.ai/legal, and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users’) compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Adminify expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Adminify reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Adminify believes, in its sole discretion, that Client has violated these Phones Service Terms.

3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Adminify disclaims all liability for your use of these recording and transcribing features, and you agree to hold Adminify harmless for all liabilities related to your use of these features.

3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Adminify within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Adminify discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Phones, Adminify reserves the right to take actions it deems reasonably necessary to prevent or stop, without prior notice.

3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client’s ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Adminify’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Phones Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.

3.5.1. Where possible, Adminify will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Adminify is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Adminify during the post-purchase onboarding process.

3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Phones Professional Installation and any applicable Phones Professional Installation warranty period.

3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Phones Professional Installation, Client may not cancel or otherwise terminate its Phones Subscription, nor will Adminify provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Adminify’s direct control.

4. TERM AND TERMINATION

4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.

5. OWNERSHIP AND RIGHTS.

5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Adminify Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Adminify owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.

6. FEES AND PAYMENT.

6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Adminify the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.

6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Adminify may charge Client for applicable taxes and fees through Client’s invoice.

7. DESK PHONE PRODUCTS.

7.1. Desk Phone Products are manufactured by third parties and are resold by Adminify. All Desk Phone Products features, specifications, and prices are subject to change at any time. Adminify does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Adminify is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Adminify may cancel accepted Subscription Documentation at any time if Adminify is unable to fulfill the purchase request for any reason. If Adminify cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Adminify will fully refund the purchase fees prepaid by you for such Desk Phone Products.

7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):

7.2.1. Adminify will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Adminify will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Adminify.

7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.

7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Adminify Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Adminify Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.

7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Adminify’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.

7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Adminify or its Phones Service Provider(s) from time to time. Adminify may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Adminify will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.

7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.

8. LIMITED DESK PHONE WARRANTY AND SUPPORT.

8.1. Adminify provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Adminify and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Adminify’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Adminify will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.

8.2. This limited warranty is provided by Adminify and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Adminify. Adminify will provide you with information about how to return your Desk Phone Products.

8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, Adminify PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND Adminify DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE ADMINIFY TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.

9. PHONE NUMBER PORTING.

9.1. Port-In Requests. If you request Adminify to port your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Adminify, including all required information, and authorizing Adminify and its Phones Service Provider to initiate the porting process. Adminify assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Adminify’s control.

9.2. Port-Out Requests. As required by Law, Adminify will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Adminify at the time of the request, and that you will be responsible to pay any remaining balance owed to Adminify even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Adminify may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Adminify all documentation and information necessary to complete the port-out request, follow all processes required by Adminify and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Adminify will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Adminify’s control, or for any service interruptions or downtime that occurs during the porting.

9.3. Number Releases. Upon termination of your Adminify account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Adminify Subscription ends or is otherwise terminated.

10. EMERGENCY SERVICES

10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.

10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.

10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:

(a) By dialing 933 to be connected to an automated system that will read back the Adminify Phones phone number you are calling from, along with the address associated with that number; or

(b) By visiting the “Phones Settings” page of the Adminify portal and viewing your contact information on record.

Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”

10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.

10.4. Additional Phones Limitations.

10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.

10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Adminify’s control. Adminify relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Adminify does not have control over emergency response centers, emergency responders, or other third parties.

10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF Adminify PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Adminify relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.

10.6. Client Indemnity. Client will indemnify and hold harmless Adminify Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.

10.7. Disclaimer. Neither Adminify nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Adminify harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Adminify disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Adminify from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.

1. DEFINITIONS

2. SERVICES.

3. CLIENT OBLIGATIONS.

4. TERM AND TERMINATION

5. OWNERSHIP AND RIGHTS.

6. FEES AND PAYMENT.

7. DESK PHONE PRODUCTS.

7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):

7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.

8. LIMITED DESK PHONE WARRANTY AND SUPPORT.

9. PHONE NUMBER PORTING.

10. EMERGENCY SERVICES

(a) By dialing 933 to be connected to an automated system that will read back the Adminify Phones phone number you are calling from, along with the address associated with that number; or

(b) By visiting the “Phones Settings” page of the Adminify portal and viewing your contact information on record.

Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”

10.4. Additional Phones Limitations.

1. DEFINITIONS

2. SERVICES.

3. CLIENT OBLIGATIONS.

4. TERM AND TERMINATION

5. OWNERSHIP AND RIGHTS.

6. FEES AND PAYMENT.

7. DESK PHONE PRODUCTS.

7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):

7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.

8. LIMITED DESK PHONE WARRANTY AND SUPPORT.

9. PHONE NUMBER PORTING.

10. EMERGENCY SERVICES

(a) By dialing 933 to be connected to an automated system that will read back the Adminify Phones phone number you are calling from, along with the address associated with that number; or

(b) By visiting the “Phones Settings” page of the Adminify portal and viewing your contact information on record.

Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”

10.4. Additional Phones Limitations.

Adminify Payments Service Terms

August 23, 2023

DEFINITIONS.

1.3 “Personal Data” means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.1.4 “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Adminify via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.

2. SERVICES.

PAYMENT PROCESSING SERVICES

3.4 Responsibility for PPSP Compliance. Adminify is not responsible for any non-compliance by any Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Adminify may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.

DATA USE.

5.CLIENT OBLIGATIONS.

REQUIREMENTS, LIMITATIONS AND RESTRICTIONS

7.FEES, SETTLEMENT & PAYOUT SCHEDULE

8.SUSPENSION & TERMINATION

9.LIMITATIONS ON Adminify’s Liability

9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Adminify Service Terms.

10.ADDITIONAL SERVICES

10.2 The additional terms and conditions applicable to Additional Services currently offered via Adminify are described below.

10.2.1. Adminify Premium Fraud Protection Service. If you use the Adminify Premium Fraud Protection Service, you agree to be bound by the Adminify Premium Fraud Protection Service Terms.

10.2.2. Terminal Products. If you use Adminify Terminal Products (as defined in the applicable terms), you agree to be bound by the Adminify Terminal Terms.

10.3 Adminify may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.

Adminify Acceptable Use Policy

This Acceptable Use Policy (the “Policy”) sets out rules applicable to your use of the Adminify Corporation, Inc. (“Adminify”, “we”, “us” or “our”) Services and Adminify Technology, including via our clients’ websites or platforms (the “Services”). The examples described in this Policy are not exhaustive.

This Policy should be read in conjunction with the Adminify Terms of Service (“Adminify Terms of Service”) (currently available at: https://adminify.ai/terms-of-service/) into which it is incorporated by reference. We may suspend, terminate, or take other interim action regarding your access to or use of the Services, if, in our sole judgment, we believe you, directly or indirectly, violated this Policy or authorize or help others to do so.

We may modify this Policy from time to time by posting a revised version on our Website. By using the Services, you agree to the latest version of this Policy. Any capitalized terms not defined in this Policy have the meaning set forth in the Adminify Terms of Service.

General Policies/Requirements. We all expect that the messages and communications we want to send and receive will reach the intended recipient(s), unhindered by filtering or other blockers. An important step you can take to make that expectation a reality is to prevent unwanted communications by only sending messages and communications that comply with applicable laws and communications-industry guidelines/standards. To that end, all communications originating from your use of the Adminify Services and Adminify Technology (including but not limited to SMS, MMS, webchat, Voice, and similar messaging channels available through the Services) are subject to, and must comply with, the Adminify Terms of Service, including this Policy, which sets out certain rules and/or prohibitions regarding: Consent (“opt-in”); Revocation of Consent (“opt-out”); Sender identification; Messaging Usage; Prohibited Content; Filtering Evasion; and Enforcement.

Consent Requirements

Standard Consent Requirements. Prior to sending the first message to an individual, you must obtain agreement from the message recipient to communicate with them – this is referred to as “consent.” You must make clear to the individual they are agreeing to receive messages of the type you’re going to send.
- You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow or otherwise provided consent. This record of consent must be retained as set forth by local regulations or best practices after the end user opts out of receiving messages.
- If you do not send an initial message to that individual within a reasonable period after receiving consent (or as set forth by local regulations or best practices), then you will need to reconfirm consent in the first message you send to that recipient.
- The consent applies only to you, and to the specific use that the recipient has consented to. Consent can’t be bought, sold, or exchanged. For example, you can’t obtain the consent of message recipients by purchasing a phone list from another party. You also can’t treat it as blanket consent allowing you to send messages from other brands or companies you may have, or additional messages about other uses for which you haven’t received consent.
Alternative Consent Requirements. While consent is always required and the consent requirements noted above are generally the safest path, there are two scenarios where consent can be received differently.
- Contact initiated by an individual
  - If an individual sends a message to you, you may respond in an exchange with that individual. For example, if an individual texts your phone number asking for your hours of operation, you can respond directly to that individual, relaying your open hours. In such a case, the individual’s inbound message to you constitutes both consent and proof of consent. Remember that the consent is limited only to that particular conversation. Unless you obtain additional consent, don’t send messages that are outside that conversation.
- Informational content to an individual based on a prior relationship
  - You may send a message to an individual where you have a prior relationship, provided that individual provided their phone number to you, and has taken some action to trigger the potential communication, and has not opted out or otherwise expressed a preference to not receive messages from you.
  - Actions can include a button press, alert setup, appointments, or order placements. Examples of acceptable messages in these scenarios include appointment reminders, receipts, one-time passwords, order/shipping/reservation confirmations, drivers coordinating pick-up locations with riders, and repair persons confirming service call times. The message can’t attempt to promote a product, convince someone to buy something, or advocate for a social cause.
Periodic Messages and Ongoing Consent.
- If you intend to send messages to a recipient on an ongoing basis, you should confirm the recipient’s consent by offering them a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). You must also respect the message recipient’s preferences in terms of frequency of contact. You also need to proactively ask individuals to reconfirm their consent as set forth by local regulations and best practices.

Identifying Yourself as the Sender
- Every message you send must clearly identify you (the party that obtained the opt-in from the recipient) as the sender, except in follow-up messages of an ongoing conversation.
Opt-out
- The initial message that you send to an individual needs to include the following language: “Reply END to unsubscribe,” or the equivalent using another standard opt-out keyword, such as STOP, STOPALL, UNSUBSCRIBE,, and QUIT.
- Individuals must have the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, you may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are not allowed. An individual must once again provide consent before you can send any additional messages.

Prohibited Content. You agree that you will not use the Services, or encourage, promote, facilitate, or instruct others to use the Services, to send messages that contain, offer, promote, reference, or link to any information or content related to any of the following:

Solicitations or Advertising. Any messages, communication, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Adminify Client, this includes using the Services to send any such message, communication, or announcement to a Adminify Client or any other person or entity.
Illegal, Harmful, or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations, or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
- child pornography, child sexual abuse material, or other sexually exploitative content; fraudulent goods, services, schemes, or promotions;
- make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
- high-risk financial services (including payday loans, short-term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
- third-party lead generation services (such as companies that buy, sell, or share consumer information);
- debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
- illegal or regulated substances (including, but not limited to, Cannabis, CBD, or offers for (or payment transactions relating to) Prescription Drugs that cannot be sold over-the-counter);
- Gambling;
- “SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
- phishing or pharming.
Infringing Content. Content that infringes or misappropriate the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Evasive Content. Content that is designed to intentionally evade filters, detection, or monitoring (see below)
Prohibited Industries. If you are using Adminify’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Adminify’s Payment Service Terms.

Message Abuse; Falsification of Identity or Origin. You will not send messages using spam bots or other similar systems, alter or obscure mail headers, provide false identification, or assume a sender’s identity without the sender’s explicit permission. You will also not create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications.

Evasion. You may not use the Services or Adminify Technology to evade Adminify’s (including our subcontractor’s) or a telecommunications provider’s unwanted messaging detection and prevention mechanisms. Examples of prohibited practices include:

Content designed to evade detection. As noted above, we do not allow content which has been specifically designed to evade detection by unwanted messaging detection and prevention mechanisms. This includes intentionally misspelled words or non-standard opt-out phrases which have been specifically created with the intent to evade these mechanisms.
Snowshoeing. We do not permit snowshoeing, which is defined as spreading similar or identical messages across many phone numbers with the intent or effect of evading unwanted messaging detection and prevention mechanisms.
Use of shared public URL shorteners. Where a web address (i.e., Uniform Resource Locator (URL)) shortener is used, you should not use links that have been shortened using shared public URL shorteners like Bitly or TinyURL. If you want to include shortened URLs in your messages, we recommend using a dedicated short domain.

Reverse Engineering and Related Restrictions. You will not (a) modify or create a derivative work of the Services or any portion thereof; (b) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Adminify; (c) break or circumvent any security measures or rate limits for the Services; or (d) remove or obscure any proprietary or other notices contained in the Services, including in any reports or output obtained from the Services.

Our Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to monitor content on and sent through the Services and to investigate any violation of the Adminify Terms of Service, including this Policy, or misuse of the Services. We may remove or disable access to any user, content, or resource that violates the Adminify Terms of Service or this Policy or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.

Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.

DEFINITIONS.

2. SERVICES.

PAYMENT PROCESSING SERVICES

DATA USE.

5.CLIENT OBLIGATIONS.

REQUIREMENTS, LIMITATIONS AND RESTRICTIONS

7.FEES, SETTLEMENT & PAYOUT SCHEDULE

8.SUSPENSION & TERMINATION

9.LIMITATIONS ON Adminify’s Liability

9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Adminify Service Terms.

10.ADDITIONAL SERVICES

10.2 The additional terms and conditions applicable to Additional Services currently offered via Adminify are described below.

10.2.1. Adminify Premium Fraud Protection Service. If you use the Adminify Premium Fraud Protection Service, you agree to be bound by the Adminify Premium Fraud Protection Service Terms.

10.2.2. Terminal Products. If you use Adminify Terminal Products (as defined in the applicable terms), you agree to be bound by the Adminify Terminal Terms.

10.3 Adminify may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.

Adminify Acceptable Use Policy

Consent Requirements

Standard Consent Requirements. Prior to sending the first message to an individual, you must obtain agreement from the message recipient to communicate with them – this is referred to as “consent.” You must make clear to the individual they are agreeing to receive messages of the type you’re going to send.
- You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow or otherwise provided consent. This record of consent must be retained as set forth by local regulations or best practices after the end user opts out of receiving messages.
- If you do not send an initial message to that individual within a reasonable period after receiving consent (or as set forth by local regulations or best practices), then you will need to reconfirm consent in the first message you send to that recipient.
- The consent applies only to you, and to the specific use that the recipient has consented to. Consent can’t be bought, sold, or exchanged. For example, you can’t obtain the consent of message recipients by purchasing a phone list from another party. You also can’t treat it as blanket consent allowing you to send messages from other brands or companies you may have, or additional messages about other uses for which you haven’t received consent.
Alternative Consent Requirements. While consent is always required and the consent requirements noted above are generally the safest path, there are two scenarios where consent can be received differently.
- Contact initiated by an individual
  - If an individual sends a message to you, you may respond in an exchange with that individual. For example, if an individual texts your phone number asking for your hours of operation, you can respond directly to that individual, relaying your open hours. In such a case, the individual’s inbound message to you constitutes both consent and proof of consent. Remember that the consent is limited only to that particular conversation. Unless you obtain additional consent, don’t send messages that are outside that conversation.
- Informational content to an individual based on a prior relationship
  - You may send a message to an individual where you have a prior relationship, provided that individual provided their phone number to you, and has taken some action to trigger the potential communication, and has not opted out or otherwise expressed a preference to not receive messages from you.
  - Actions can include a button press, alert setup, appointments, or order placements. Examples of acceptable messages in these scenarios include appointment reminders, receipts, one-time passwords, order/shipping/reservation confirmations, drivers coordinating pick-up locations with riders, and repair persons confirming service call times. The message can’t attempt to promote a product, convince someone to buy something, or advocate for a social cause.
Periodic Messages and Ongoing Consent.
- If you intend to send messages to a recipient on an ongoing basis, you should confirm the recipient’s consent by offering them a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). You must also respect the message recipient’s preferences in terms of frequency of contact. You also need to proactively ask individuals to reconfirm their consent as set forth by local regulations and best practices.

Identifying Yourself as the Sender
- Every message you send must clearly identify you (the party that obtained the opt-in from the recipient) as the sender, except in follow-up messages of an ongoing conversation.
Opt-out
- The initial message that you send to an individual needs to include the following language: “Reply END to unsubscribe,” or the equivalent using another standard opt-out keyword, such as STOP, STOPALL, UNSUBSCRIBE,, and QUIT.
- Individuals must have the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, you may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are not allowed. An individual must once again provide consent before you can send any additional messages.

Solicitations or Advertising. Any messages, communication, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Adminify Client, this includes using the Services to send any such message, communication, or announcement to a Adminify Client or any other person or entity.
Illegal, Harmful, or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations, or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
- child pornography, child sexual abuse material, or other sexually exploitative content; fraudulent goods, services, schemes, or promotions;
- make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
- high-risk financial services (including payday loans, short-term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
- third-party lead generation services (such as companies that buy, sell, or share consumer information);
- debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
- illegal or regulated substances (including, but not limited to, Cannabis, CBD, or offers for (or payment transactions relating to) Prescription Drugs that cannot be sold over-the-counter);
- Gambling;
- “SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
- phishing or pharming.
Infringing Content. Content that infringes or misappropriate the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Evasive Content. Content that is designed to intentionally evade filters, detection, or monitoring (see below)
Prohibited Industries. If you are using Adminify’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Adminify’s Payment Service Terms.

Content designed to evade detection. As noted above, we do not allow content which has been specifically designed to evade detection by unwanted messaging detection and prevention mechanisms. This includes intentionally misspelled words or non-standard opt-out phrases which have been specifically created with the intent to evade these mechanisms.
Snowshoeing. We do not permit snowshoeing, which is defined as spreading similar or identical messages across many phone numbers with the intent or effect of evading unwanted messaging detection and prevention mechanisms.
Use of shared public URL shorteners. Where a web address (i.e., Uniform Resource Locator (URL)) shortener is used, you should not use links that have been shortened using shared public URL shorteners like Bitly or TinyURL. If you want to include shortened URLs in your messages, we recommend using a dedicated short domain.

Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.

DEFINITIONS.

2. SERVICES.

PAYMENT PROCESSING SERVICES

DATA USE.

5.CLIENT OBLIGATIONS.

REQUIREMENTS, LIMITATIONS AND RESTRICTIONS

7.FEES, SETTLEMENT & PAYOUT SCHEDULE

8.SUSPENSION & TERMINATION

9.LIMITATIONS ON Adminify’s Liability

9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Adminify Service Terms.

10.ADDITIONAL SERVICES

10.2 The additional terms and conditions applicable to Additional Services currently offered via Adminify are described below.

10.2.1. Adminify Premium Fraud Protection Service. If you use the Adminify Premium Fraud Protection Service, you agree to be bound by the Adminify Premium Fraud Protection Service Terms.

10.2.2. Terminal Products. If you use Adminify Terminal Products (as defined in the applicable terms), you agree to be bound by the Adminify Terminal Terms.

10.3 Adminify may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.

Adminify Acceptable Use Policy

Consent Requirements

Standard Consent Requirements. Prior to sending the first message to an individual, you must obtain agreement from the message recipient to communicate with them – this is referred to as “consent.” You must make clear to the individual they are agreeing to receive messages of the type you’re going to send.
- You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow or otherwise provided consent. This record of consent must be retained as set forth by local regulations or best practices after the end user opts out of receiving messages.
- If you do not send an initial message to that individual within a reasonable period after receiving consent (or as set forth by local regulations or best practices), then you will need to reconfirm consent in the first message you send to that recipient.
- The consent applies only to you, and to the specific use that the recipient has consented to. Consent can’t be bought, sold, or exchanged. For example, you can’t obtain the consent of message recipients by purchasing a phone list from another party. You also can’t treat it as blanket consent allowing you to send messages from other brands or companies you may have, or additional messages about other uses for which you haven’t received consent.
Alternative Consent Requirements. While consent is always required and the consent requirements noted above are generally the safest path, there are two scenarios where consent can be received differently.
- Contact initiated by an individual
  - If an individual sends a message to you, you may respond in an exchange with that individual. For example, if an individual texts your phone number asking for your hours of operation, you can respond directly to that individual, relaying your open hours. In such a case, the individual’s inbound message to you constitutes both consent and proof of consent. Remember that the consent is limited only to that particular conversation. Unless you obtain additional consent, don’t send messages that are outside that conversation.
- Informational content to an individual based on a prior relationship
  - You may send a message to an individual where you have a prior relationship, provided that individual provided their phone number to you, and has taken some action to trigger the potential communication, and has not opted out or otherwise expressed a preference to not receive messages from you.
  - Actions can include a button press, alert setup, appointments, or order placements. Examples of acceptable messages in these scenarios include appointment reminders, receipts, one-time passwords, order/shipping/reservation confirmations, drivers coordinating pick-up locations with riders, and repair persons confirming service call times. The message can’t attempt to promote a product, convince someone to buy something, or advocate for a social cause.
Periodic Messages and Ongoing Consent.
- If you intend to send messages to a recipient on an ongoing basis, you should confirm the recipient’s consent by offering them a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). You must also respect the message recipient’s preferences in terms of frequency of contact. You also need to proactively ask individuals to reconfirm their consent as set forth by local regulations and best practices.

Identifying Yourself as the Sender
- Every message you send must clearly identify you (the party that obtained the opt-in from the recipient) as the sender, except in follow-up messages of an ongoing conversation.
Opt-out
- The initial message that you send to an individual needs to include the following language: “Reply END to unsubscribe,” or the equivalent using another standard opt-out keyword, such as STOP, STOPALL, UNSUBSCRIBE,, and QUIT.
- Individuals must have the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, you may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are not allowed. An individual must once again provide consent before you can send any additional messages.

Solicitations or Advertising. Any messages, communication, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Adminify Client, this includes using the Services to send any such message, communication, or announcement to a Adminify Client or any other person or entity.
Illegal, Harmful, or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations, or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
- child pornography, child sexual abuse material, or other sexually exploitative content; fraudulent goods, services, schemes, or promotions;
- make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
- high-risk financial services (including payday loans, short-term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
- third-party lead generation services (such as companies that buy, sell, or share consumer information);
- debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
- illegal or regulated substances (including, but not limited to, Cannabis, CBD, or offers for (or payment transactions relating to) Prescription Drugs that cannot be sold over-the-counter);
- Gambling;
- “SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
- phishing or pharming.
Infringing Content. Content that infringes or misappropriate the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Evasive Content. Content that is designed to intentionally evade filters, detection, or monitoring (see below)
Prohibited Industries. If you are using Adminify’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Adminify’s Payment Service Terms.

Content designed to evade detection. As noted above, we do not allow content which has been specifically designed to evade detection by unwanted messaging detection and prevention mechanisms. This includes intentionally misspelled words or non-standard opt-out phrases which have been specifically created with the intent to evade these mechanisms.
Snowshoeing. We do not permit snowshoeing, which is defined as spreading similar or identical messages across many phone numbers with the intent or effect of evading unwanted messaging detection and prevention mechanisms.
Use of shared public URL shorteners. Where a web address (i.e., Uniform Resource Locator (URL)) shortener is used, you should not use links that have been shortened using shared public URL shorteners like Bitly or TinyURL. If you want to include shortened URLs in your messages, we recommend using a dedicated short domain.

Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.

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