Terms of Service

Affiliate

Means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, "control" means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

Connie Data

Means any data that is (a) derived or generated from the use or provision of the Services that does not identify you, your End Users, or any natural person or is anonymized, de-identified, and/or aggregated such that it can no longer identify you, your End Users, or any natural person or (b) any Customer Data that is anonymized, de-identified, and/or aggregated by Connie in accordance with this Agreement.

Customer Data

Means any data (a) provided by you or your End Users to Connie in connection with your use of the Services or (b) generated for your use as part of the Services. Customer Data excludes any Connie Data.

Customer Services

Means any software application or other products and services provided by you and used in connection with your use of the Services under this Agreement. If applicable, Customer Services includes sources from which you choose to retrieve Customer Data and destinations to which you choose to transmit Customer Data using the Services.

Documentation

Means Connie's documentation, including any usage guides and policies, for the Services.

End User

Means any user of the Services, including via any Customer Services.

Malicious Code

Means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

Order Form

Means an ordering document between you and Connie, or any of their Affiliates, that specifies mutually agreed upon rates for certain Services and any commercial terms related thereto.

Services

Means the products and services provided by Connie or its Affiliates, as applicable, including all updates, modifications, or improvements thereto, that you purchase pursuant to an Order Form or otherwise use. Services excludes any Customer Services and Third Party Services.

Third Party Services

Means any products, services, or software components that are purchased by you from Connie, but provided, or otherwise made available, by a third party (i.e., a party other than Connie). Third Party Services are governed by a separate agreement between you and the third-party provider.

2.1 Provision of the Services

Connie will:

• Provide the Services to you pursuant to this Agreement, the applicable Documentation, and any applicable Order Form(s)
• Comply with applicable laws regarding Connie's provision of the Services to its customers generally
• Use commercially reasonable efforts to scan, detect, and delete Malicious Code
• Use trained, qualified personnel to provide the Services
• Use commercially reasonable efforts to provide you with applicable support for the Services

2.2 Customer Responsibilities

You will:

• Be solely responsible for all use of the Services and Documentation under your account and the Customer Services
• Not transfer, resell, lease, license, or otherwise make available the Services to third parties (except to make the Services available to your End Users) or offer them on a standalone basis
• Use the Services only in accordance with this Agreement, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation
• Be solely responsible for all acts, omissions, and activities of your End Users, including their compliance with this Agreement
• Use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Connie promptly of any such unauthorized access or use
• Provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers
• Comply with your representations and warranties set forth in Section 5

2.3 Suspension of Services

Connie may suspend the Services upon written notice to you if Connie, in good faith, determines:

• That you or your End Users materially breach the acceptable use policy
• There is an unusual and material spike or increase in your use of the Services that threatens service stability
• That its provision of the Services is prohibited by applicable law or regulation
• There is any use of the Services that threatens security, integrity, or availability
• That information in your account is untrue, inaccurate, or incomplete

You remain responsible for the fees during any suspension period.

2.4 Changes to the Services

You acknowledge that the features and functions of the Services may change over time. Connie will not materially decrease the overall functionality of the Services. Connie will use commercially reasonable efforts to notify you at least sixty (60) days prior to implementation of any non-backwards compatible changes.

3.1 Fees

You agree to pay the fees set forth in the applicable Order Form(s). If you use any Services not set forth in the applicable Order Form(s), you will be charged the applicable rates.

3.2 Taxes and Communications Surcharges

3.2.1 Taxes

All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction. You will pay all taxes in connection with this Agreement, excluding any taxes based on Connie's net income, property, or employees.

3.2.2 Communications Charges

If applicable, all fees are exclusive of any applicable communications service or telecommunication provider fees or surcharges. You will pay all Communications Surcharges in connection with your use of the Services.

3.2.3 Exemption

If you are exempt from paying certain taxes or communications surcharges, you will provide the necessary exemption information as requested by Connie. You will be exempt on a going-forward basis once Connie has approved your exemption request.

3.3 Payment Terms

Payment obligations are non-cancelable and fees are non-refundable. You will pay the fees due in accordance with the following applicable payment method:

3.3.1 Credit Card

If you elect to add funds to your account by credit card, you are responsible for ensuring sufficient funds cover the fees. If your account does not have sufficient funds or your credit card declines, Connie may suspend the provision of the Services until the fees are paid in full.

3.3.2 Invoicing

If you elect to receive invoices and Connie approves, then:

• Invoices will be sent to you each month via email to the email address you designate
• You will pay the fees due within thirty (30) days of the date of the invoice

Fees are payable in United States dollars unless otherwise specified. If you fail to pay on time, Connie may assess a late fee and suspend services.

3.3.3 Payment Disputes

You will notify Connie in writing within sixty (60) days of any fee dispute. You must act reasonably and in good faith when disputing charges.

4.1 Ownership Rights

As between the parties:

• Connie exclusively owns all rights in the Services, Documentation, Connie's Confidential Information, and Connie Data
• You exclusively own all rights in Customer Services, your Confidential Information, and Customer Data (subject to Connie's rights to process Customer Data)

4.2 Customer Data

You grant Connie and its Affiliates the right to process Customer Data as necessary to provide the Services in a manner consistent with this Agreement. You are responsible for the quality and integrity of Customer Data.

4.3 Confidentiality

4.3.1 Definition

"Confidential Information" means any information or data, regardless of form, disclosed by either party to the other party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and circumstances surrounding disclosure.

4.3.2 Use and Disclosure

Except as otherwise authorized, Receiving Party will not:

• Use any Confidential Information of Disclosing Party for any purpose outside of exercising rights or fulfilling obligations under this Agreement
• Disclose Confidential Information to any party except to Affiliates and representatives who have a "need to know"

4.3.3 Compelled Disclosure

Receiving Party may disclose Confidential Information if required by law, regulation, subpoena, or court order, provided written notice is given to Disclosing Party to the extent legally permitted.

4.4 Use of Marks

You grant Connie the right to use and display your name, logo, and description of your use case(s) on Connie's website, in earnings releases and calls, and in marketing and promotional materials, subject to your standard trademark usage guidelines.

5.1 Power and Authority

Each party represents and warrants that it has validly accepted or entered into this Agreement and has the legal power to do so.

5.2 Anti-Corruption and International Trade Laws

Each party warrants compliance with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws and regulations in the jurisdictions that apply to the Services.

5.3 Consents and Permissions

You represent and warrant that you have provided adequate notices and obtained necessary permissions and consents required to enable Connie to process all Customer Data.

5.4 Services

Connie represents and warrants that the Services perform materially in accordance with the applicable Documentation. Your exclusive remedy for breach will be, at Connie's option, to remediate any material non-conformity or refund fees for the affected period.

6.1 Indemnification by Connie

Connie will defend you and your Affiliates from and against any third party claim alleging that Connie's provision of the Services infringes or misappropriates such third party's intellectual property rights, and will indemnify you from damages, attorneys' fees, and costs awarded against you or settlement amounts approved by Connie.

6.2 Indemnification by Customer

You will defend Connie and its Affiliates from and against any third party claim alleging or arising out of:

• Your or your End Users' breach of Section 2.2 (Customer Responsibilities)
• Any Customer Services infringing or misappropriating third party intellectual property rights

You will indemnify Connie from damages, attorneys' fees, and costs awarded against Connie or settlement amounts you approve.

6.3 Conditions of Indemnification

The indemnified party will:

• Promptly notify the indemnifying party of any claim
• Allow the indemnifying party sole authority to defend or settle the claim
• Reasonably cooperate with the indemnifying party

6.4 Exclusive Remedy

This Section 6 states each party's sole liability and exclusive remedy for third-party claims.

7.3 EXCEPTIONS

The limitations in Sections 7.1 and 7.2 do not apply to:

• Your breach of Section 2.2 (Customer Responsibilities)
• Your breach of Section 3 (Fees and Payment Terms)
• Amounts payable pursuant to indemnification obligations under Section 6

8.1 Agreement Term

This Agreement will commence on the Effective Date and continue until terminated in accordance with Section 8.2.

8.2 Termination

8.2.1 For Convenience

Either party may terminate this Agreement for convenience by providing the other party with at least thirty (30) days prior written notice.

8.2.2 Material Breach

Either party may terminate this Agreement if the other party commits any material breach and fails to remedy such breach within fifteen (15) days of written notice.

8.2.3 Insolvency

Either party may terminate this Agreement immediately upon written notice in the event of the other party's liquidation, commencement of dissolution proceedings, or bankruptcy.

8.3 Survival

Upon termination, the following sections will survive:

• Section 3 (Fees and Payment Terms)
• Section 4 (Ownership, Customer Data, and Confidentiality)
• Section 5.5 (Disclaimer)
• Section 6 (Mutual Indemnification)
• Section 7 (Limitation of Liability)
• Section 9 (General)
• Any applicable terms in Section 10

9.1 Affiliates of Customer

Your Affiliates may use the Services under this Agreement. You will be jointly and severally liable for acts and omissions of Affiliates.

9.2 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except to a successor to all or part of its assets or business or to an Affiliate.

9.3 Relationship

Each party is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, agency, joint venture, or franchise.

9.4 No Third-Party Beneficiaries

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

9.5 Notices

Notices to Connie: legal@connie.one. All notices to you will be provided via email to the contact(s) you designate in your account.

9.6 Governing Law and Jurisdiction

This Agreement will be governed by and interpreted according to the laws of the State of Nevada, without regard to conflicts of law principles. Any legal proceedings will be instituted in the courts of Clark County, Nevada.

9.7 Dispute Resolution

In the event of any dispute, the parties will attempt in good faith to resolve it. If unable to resolve within thirty (30) days, the parties may commence binding arbitration under JAMS' Comprehensive Arbitration Rules.

9.8 Force Majeure

No failure, delay, or default in performance will constitute breach to the extent arising from causes beyond reasonable control, including acts of nature, war, terrorism, strikes, or other labor disputes.

9.9 Waiver and Order of Precedence

No failure to exercise any right will constitute a waiver. In the event of conflict, the order of precedence will be:

1. Applicable Order Form(s)
2. This Agreement
3. Applicable Documentation

9.10 Severability

If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder will continue in full force and effect.

9.11 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, proposals, statements, or agreements.

10.1 United States Federal, State, and Tribal Governments

Special terms for government entities may apply. Please contact sales@connie.one for more information.

10.3 Partner Programs

If you are participating in any Connie partner program, additional terms apply as specified in the partner program documentation.