HOW WE UPDATE THESE TERMS OF USE

We reserve the right, in our sole discretion, to modify or replace this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material way, we will update the ‘last updated’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Service.

USE OF OUR SERVICE

Eligibility. Because we respect the rights of children and parents, you may use the Service only if you can form a binding contract, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. Because we respect the User community, the Service is not available to any Users previously removed from the Service. Payment. Business will pay us the fees set forth in the applicable pricing guide at the time of engagement. For ongoing services, Business will pay us fees (“Fees”) beginning on the Billing Start Date at the rates determined by agreement elsewhere on the . All Fees are earned when received and are nonrefundable. If Business fails to pay the Fees by the due date specified on the invoice, we shall be entitled to interest from the day on which the Fees are due. Both parties agree that the rate of interest on overdue invoices shall be the lesser of one and one half percent (1.5%) per month or the maximum amount permitted by law. Business will be responsible for, and will promptly pay or reimburse us for, the payment of all sales, use, excise, value-added or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission by us that is in accordance with the direction or request of Business) that are based on or with respect to any Services or goods provided by us to Business, or the amounts payable to us therefore. Certain other fees may be designated by the applicable pricing guide, including fees related to resubmissions to the App Store due to a user generated request such as an update to the Splash Screen or App Icon. Term and Termination. This Agreement shall become effective when Business completes a purchase order (“Order”) and, unless terminated earlier in accordance herewith, shall continue from the Billing Start Date for the period specified in the Order. Unless otherwise noted in the signed Order, Customer agrees to sign up for the Service for a term of one (1) year or one (1) month and billing will be collected upfront for the year or occur on a monthly basis dependent on the method terms selected. All amounts are earned when received and are non-refundable. The Agreement will continue for the entirety of the Term and automatically renew for successive periods equal to the Term. If a Customer terminates this agreement before the current term is over, the customer will not be entitled to a refund of any amount. Termination or expiration of this Agreement shall not affect any rights or obligations of the parties, including the payment of amounts due, which have accrued up to the date of such termination or expiration. THE PROVISIONS OF SECTIONS 5-10 SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT. Your Service. You can browse and enjoy the Service without creating a profile or account. By connecting to the Service with a third-party service like Facebook, you give us permission to access and use your information from that service as permitted by that service, and to store your login credentials for that service. For more information on the types of information we collect from these third-party services, please read our Privacy Policy below. By accessing our Service, you agree to receive text messages and push notifications. Your responsibility for your App: You are solely responsible for the activity that occurs on or through your App. We will not be liable for your losses caused by any unauthorized use of your account, and you shall be solely liable for the losses due to such unauthorized use. How to control your service. You may control your User profile and how you interact with the Service by changing the settings on your profile page. For more information on how you can control the types of information we collect, please read our Privacy Policy. Your interaction with other Users. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We will have no liability for your interactions with other Users, or for any User’s action or inaction. Please be good to one another. Separate End User Policies. Business agrees to abide by the separate Terms of Use, Privacy Policy and Acceptable Use Policy maintained in the App stores and provided to end users prior to downloading the service (App) onto their mobile device. The end user of a Business’s App must agree to separate end user agreements and privacy policies. Changes to the Service. We’re always innovating and finding ways to provide our Businesses and Users with new and innovative features and services. Therefore, we may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

ACCEPTABLE USE OF THE SERVICE

To keep the Service running smoothly for all of our Users, you agree that you will use the Service only in a manner consistent with the Acceptable Use Policy below

SHARING YOUR CONTENT

Your content. We may allow you to post content on the Service, including comments, photos, blog posts, messages, blog URLs, and other materials. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as “User Content.” You retain ownership of your User Content. How we can use your content. You own all of the User Content that you post or publish (“post”) on the Service. Your responsibility for your content. By uploading, posting, submitting or otherwise disclosing or distributing User Content, you represent and warrant that you own all rights in your User Content and that any User Content you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (defined below) or rights of publicity or privacy. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates these provisions. We take no responsibility and assume no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. We are not responsible for any public display or misuse of your User Content. Definition of Intellectual Property Rights. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

OUR CONTENT

Content. Except for User Content, the Service, and all Intellectual Property Rights therein and related thereto, is our exclusive property (“Exclusive Content”). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license to the Exclusive Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Exclusive Content, including without limitation any materials or content accessible on the Service. Our name and other graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks or trade dress protected by the laws of the United States and/or other countries or jurisdictions. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Use of the Exclusive Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited. Feedback you provide. We value input from our Users, and are always interested in learning of ways we can make the Service better. You may choose to or we may invite you to submit comments, ideas or feedback about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related Feedback previously known to us, or developed by our employees, or obtained from sources other than you.

LICENSES

Our license to you. Subject to the terms and conditions of this Agreement, we grant you with a non-exclusive, non-transferable, revocable-at-will license to use the Service for your use as expressly permitted by the features of the Service. Any license granted herein terminates automatically and immediately upon a breach of this Agreement or any other agreement regarding the use of the Service. Your license to us. You grant us a worldwide, fully-paid and royalty-free, perpetual, transferable license with the right to sublicense the User Content. This license is a license of any and all rights you have in the User Content.

YOUR EULA/PASSTHROUGH PROVISIONS

This provision is an express condition of the license granted in this Agreement. Any App you develop with our Service must have its own End User License Agreement and Terms of Use for its users. The Terms of Use must incorporate provisions regarding licensing user content to Sandbox, as shown in the Sandbox Model Terms of Use (Section 4(c)) and Privacy Policy (Section 15), in substantially the same form as are shown at the following link www.sandboxcommerce.com/terms-of-use The End User License Agreement must incorporate the Privacy Policy of the Sandbox Model End User License Agreement (Section 6), in substantially the same form as is shown at the following link, www.sandboxcommerce.com/eula. These provisions are collectively, the “Pass Through Provisions.” The remainder of your End User License Agreement and Terms of Use must not effectively diminish or eliminate the breadth or enforceability of the Pass Through Provisions. The Business can otherwise create its own End User License Agreement or Terms of Use. If the Business does not wish to create its own, the Model Terms of Use and Model End User License Agreements can be used, modified where appropriate specific to the needs of the Business. The Business acknowledges that we are entitled to injunctive relief, including an affirmative or obligatory temporary restraining order, preliminary injunction, and permanent injunction for breach of this section, without bond, in any court having jurisdiction.

MESSAGING

We may allow you to send messages through our Service to other Users or to third parties (“Messages”). We may send administrative messages to you and other Users

COPYRIGHT POLICY

We require that Users of the Service respect the copyright and other intellectual property rights of all third parties.

PRIVACY

We care about the privacy of our Businesses Users. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy below applicable to Businesses and the Privacy Policy for end users, available at www.sandboxcommerce.com/privacy-policy, and to have your Personally Identifiable Information collected, used, transferred to and processed in the United States. While we take care to anonymize information, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk

IDEMNITY

You agree to defend, indemnify and hold us harmless, along with our parents, subsidiaries, agents, affiliates, customers, vendors, officers and employees from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys fees and cost) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule, or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account. The indemnification herein includes allegations related to the foregoing, regardless whether those allegations are ultimately shown to be true or correct

NO WARRANTY THE SERVICE, INCLUDING ALL CONTENT, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT THE CONTENT ON THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, INCLUDING USER CONTENT, THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

THIRD-PARTY LINKS, SITES AND SERVICES

The Service may contain links to other websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. You understand that these Terms of Service and our Privacy Policy below do not apply to your use of such sites. We encourage you to be aware of when you leave the Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR ITS LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (I) WITH RESPECT TO THE SERVICE OR ANY CONTENT THEREON FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

TERMINATION OF YOUR ACCOUNT AND THE SERVICE

We may terminate or suspend the Service in whole or in part immediately, without prior notice or liability, for any reason or for no reason, including without limitation, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Service will immediately cease.

ALL PROVISIONS OF THIS AGREEMENT, WHICH BY THEIR NATURE SHOULD SURVIVE TERMINATION, SHALL SURVIVE TERMINATION, INCLUDING, WITHOUT LIMITATION, OWNERSHIP PROVISIONS, WARRANTY DISCLAIMERS, INDEMNITY, AND LIMITATIONS OF LIABILITY.

GOVERNING LAW/DISPUTES

Governing Law. You agree that: (i) the Service shall be deemed solely based in Texas; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Texas. This Agreement, as well as any and all tort claims arising from this Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this Agreement, shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without respect to its conflict of laws principles and excluding any law in conflict with the Federal Arbitration Act. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding confidential arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules before a single arbitrator, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration shall be held in Travis County, Texas. Costs of the Arbitration shall be shared evenly among the parties. Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding the foregoing, you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

MISCELLANEOUS TERMS

No Agency; Waiver. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind us in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Notification. We may provide notifications, whether such notifications are required by law or are for other business purposes, to you via email notice, “push” notification on your mobile device, written or hard copy notice, or through posting of such notice on the Service, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in this Agreement. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with us in connection with the Service in writing, shall constitute the entire agreement between you and us concerning the Service. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable Amendment. This Agreement may not be amended except in a writing executed by authorized representatives of Customer and ourselves. Assignment. This Agreement is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer, assign, sublicense or delegate this Agreement and its rights and obligations without consent. Force Majeure. Any failure or delay by us in the performance of our obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third party failure, lockouts, or labor difficulties, or any similar cause beyond our reasonable control. Waiver of rights. Except where specifically stated to the contrary, all remedies available to either party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either party at any time to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter. Injunctive relief. If Customer breaches this Agreement, we will be entitled, in addition to any other rights available under this Agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security and Customer acknowledges and agrees to not contest such application. Contact. Please contact us with any questions regarding this Agreement. This Agreement was last updated on: October 23, 2017.