Fungies Terms & conditions

Thanks for using our products and services ("Services"). The Services are provided by Fungies Inc. , 2100 Geng Road, Suite 210, Palo Alto, California, 94303, EIN: 92-0927516 and its subsidiaries including Fungies Europe PSA, AL. ALEJE JEROZOLIMSKIE 109 / 70, 02-011, Warsaw, Poland, KRS: 0001137340.

By using our Services, you are agreeing to these terms. Please read them carefully.

Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services.

You must follow any policies made available to you within the Services.

Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don't remove, obscure, or alter any legal notices displayed in or along with our Services.

Personal Data is any information that relates to an identified or identifiable individual. The Personal Data that you provide directly to us through our Sites will be apparent from the context in which you provide the data. In particular:

• When you register for a Fungies account we collect your full name, email address, and account log-in credentials.
• When you fill-in our online form to contact our sales team, we collect your full name, work email, country, and anything else you tell us about your project, needs and timeline.
• When you use the "Remember Me" feature of Fungies Checkout, we collect your email address, payment card number, CVC code and expiration date.

When you respond to Fungies emails or surveys we collect your email address, name and any other information you choose to include in the body of your email or responses. If you contact us by phone, we will collect the phone number you use to call Fungies. If you contact us by phone as a Fungies User, we may collect additional information in order to verify your identity.

We also may collect information about your online activities on websites and connected devices over time and across third-party websites, devices, apps and other online features and services. We use Google Analytics on our Sites to help us analyze Your use of our Sites and diagnose technical issues.

To learn more about the cookies that may be served through our Sites and how You can control our use of cookies and third-party analytics, please see our Cookie Policy.

Fungies's privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Fungies can use such data in accordance with our privacy policies.

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

We provide information to help copyright holders manage their intellectual property online. If you think somebody is violating your copyrights and want to notify us, you can find information about submitting notices and Fungie's policy about responding to notices in our Help Center.

Some of our Services allow you to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content. In short, what belongs to you stays yours.

When you upload, submit, store, send or receive content to or through our Services, you give Fungies (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license continues even if you stop using our Services (for example, for a business listing you have added to Fungies Maps). Some Services may offer you ways to access and remove content that has been provided to that Service. Also, in some of our Services, there are terms or settings that narrow the scope of our use of the content submitted in those Services. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.

NB. These are the SaaS terms, relevant for those wishing to create an account and utilise the services provided by Fungies Inc.

Effective starting Jan 11, 2023

Please read this Agreement carefully and immediately cease using the Services if you do not agree to it.

1. These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between Fungies Inc. , 2100 Geng Road, Suite 210, Palo Alto, California, 94303, EIN: 92-0927516 (referred to as "SaaS Provider", "we" or "us") and the user (referred to as "Customer" or "you"), collectively referred to as the Parties or each a Party, (Agreement).
2. The SaaS Provider owns, or holds the relevant rights to, the Fungies Software and will license the use of the Software as a service to the Customer.
3. The Customer wishes to license the SaaS Services available at https://app.fungies.io/ (Site) from the SaaS Provider.
4. This Agreement sets out the terms upon which the SaaS Provider has agreed to grant a license to the Customer to use the SaaS Services. This Agreement is binding on any use of the Services and applies to the Customer from the time that the SaaS Provider provides the Customer with an account (Customer's account) to access and use the Services (Effective Date).
5. By accessing and/or using the Services you:
   1. warrant to us that you have reviewed this Agreement, including our Website Terms of Use (available on the Site) and our Privacy Policy (available on the Site), with your parent or legal guardian (if you are under 18 years of age), and you understand it;
   2. warrant to us that you have the legal capacity to enter into a legally binding agreement with us or (if you are under 18 years of age) you have your parent's or legal guardian's permission to access and use the Site and they have agreed to the Terms on your behalf; and
   3. .agree to use the Services in accordance with this Agreement.
6. You must not create a Customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a Minor) create a Customer account and/or use the Site, you agree to: (i) supervise the Minor's use of the Site and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor's use of the Site and their Customer account; (iii) ensure that the content on the Site is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor's behalf.
7. By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services.

1. On or from the Effective Date and during the Term, the SaaS Provider agrees to provide the Services in accordance with the terms of this Agreement.
2. The Customer agrees the SaaS Provider owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services and any documentation provided with the Services by the SaaS Provider to the Customer including any Customer configuration documentation.
3. The SaaS Provider reserves the right to change or remove features of the SaaS Services from time to time. Where there is any material alteration to the SaaS Services in accordance with this clause, the SaaS Provider will provide the Customer with 20 Business Days' notice and the Customer agrees that any material alteration is at the SaaS Provider's discretion.
4. The Parties agree that the SaaS Provider:
   1. will supply the Services on a non-exclusive basis;
   2. does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
   3. is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
5. The SaaS Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.

1. In consideration for payment of the Fees, the SaaS Provider grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the SaaS Services in accordance with the Service Provider's intended purpose for the SaaS Services (SaaS Licence).
2. The Customer agrees that the SaaS Licence:
   1. commences from the Effective Date or the day the Customer is granted access to the SaaS Services by the SaaS Provider, whichever occurs first;
   2. permits the Customer to use the SaaS Services in accordance with the SaaS Services' normal operating procedures; and
   3. permits the Customer to provide access and use of the SaaS Services to Authorised Users by embedding the SaaS Services into Customer's services to its customers, as applicable.

1. The Customer must not access or use the SaaS Services except as permitted by the SaaS Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with the SaaS Provider's Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:
   1. resell, assign, transfer, distribute or provide others with access to the SaaS Services;
   2. "frame", "mirror" or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;
   3. copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services or Software (except as expressly permitted by the Copyright Act 1968 (Cth)); or
   4. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.
2. The Customer must not use the SaaS Services in any way which is in breach of any statute, regulation, law or legal right of any person in any jurisdiction in which the Customer, its Personnel, or the relevant end user is located.

1. The Customer grants to the SaaS Provider a limited licence to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:
   1. to supply the Services including to enable the Customer, its Personnel and any Authorised Users to access and use the Services;
   2. to do analysis for the purposes of predictive safety analytics, industry guideline production and other construction safety-related uses, provide such Data is re-identified;
   3. for diagnostic purposes;
   4. to test, enhance and otherwise modify the Services whether requested by the Customer or not;
   5. to develop other Services; and
   6. as reasonably required for the performance of the SaaS Provider's obligations under this Agreement.
2. The Customer represents and warrants that:
   1. any and all Data supplied by the Customer or otherwise accessed by the SaaS Provider through the provision of the Services is the sole and exclusive property of the Customer or the Customer has secured any and all authorisations and rights to use the Data as applicable;
   2. its Data does not breach any relevant laws, regulations or codes;
   3. its Data does not infringe the Intellectual Property Rights of any third party;
   4. it will comply with all applicable laws and regulations in the jurisdiction where the Customer accesses and publishes content using the SaaS Services; and
   5. to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.
3. The Customer acknowledges and agrees that:
   1. any collation, conversion and analysis of Data performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. The SaaS Provider is not liable for any such errors, omissions, delays or losses. The Customer acknowledges and agrees it is responsible for adopting reasonable measures to limit the impact of such loss or error;
   2. The SaaS Provider may relocate the Data to another jurisdiction. In each case, the SaaS Provider will give the Customer 15 Business Days' notice and use all reasonable endeavours to minimise the effect of such change on the Customer's access and use of the Services;
   3. The SaaS Provider is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Customer, its Personnel, its Related Bodies Corporate or any Authorised Users; and
   4. The SaaS Provider is not responsible for the integrity or existence of any Data on the Customer's Environment, network or any device controlled by the Customer or its Personnel.
4. The Customer agrees to indemnify and hold the SaaS Provider harmless for the corruption or loss of any Data controlled or stored by the Customer or any Related Bodies Corporate, to extent the corruption or loss is not caused by the negligent act or omission of the SaaS Provider or its Personnel.

1. During the Term, the SaaS Provider will provide the Support Services in accordance with the Service Levels during the Support Hours provided that:
   1. the Customer provides the SaaS Provider with notice for applicable Services in accordance with any applicable system and processes as set out on the Site, as applicable; and
   2. where required, the Customer assists with investigating and ascertaining the cause of the fault and provides to the SaaS Provider all necessary information relevant to the fault (including but not limited to what the Customer or their Personnel has done in relation to the fault).

1. The SaaS Provider must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorised access, use, copying or disclosure.

1. The Customer will provide all required materials as required by the SaaS Provider from time to time for the SaaS Provider to perform the Services.
2. The Customer must, at the Customer's own expense:
   1. provide all reasonable assistance and cooperation to the SaaS Provider in order to enable the SaaS Provider to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the Customer and its Personnel to engage in the activities described in this Agreement and to allow the SaaS Provider to provide the Services;
   2. use reasonable endeavours to ensure the integrity of the Data;
   3. permit the SaaS Provider and its Personnel to have reasonable access to the Customer Environment for the purposes of supplying the Services;
   4. ensure that only Customer Personnel and Authorised Users will access and use the SaaS Services and such use and access will be in accordance with the terms and conditions of the SaaS Licence; and
   5. make any changes to its Customer Environment that may be required to support the delivery and operation of any Services.
3. The Customer is responsible for its use of the Services and must ensure that no person uses the Services:
   1. to break any law or infringe any person's rights including but not limited to Intellectual Property Rights;
   2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
   3. in any way that damages, interferes with or interrupts the supply of the Services.
4. The Customer acknowledges and agrees that:
   1. it is responsible for all users using the Services including its Personnel and any Authorised Users;
   2. its use of the Services will be at its own risk;
   3. it is responsible for maintaining the security of its account and password. The SaaS Provider cannot and will not be liable for any loss or damage from the Customer's failure to comply with this security obligation;
   4. the SaaS Provider may alter or update the Customer's account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;
   5. the Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer's account;
   6. if they operate a shared Customer account, make (or allow any third party to make) material available by means of the Services (including shareable links and SCORM objects), the Customer is entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code;
   7. the technical processing and transmission of the Service, including the Customer's content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
   8. if the SaaS Provider wishes to alter the delivery of the SaaS Services which requires a change to the Customer Environment (including reconfigurations or interface customisations the extent necessary to access or use the SaaS Services) the Customer will give any assistance to the SaaS Provider or make any such changes to the Customer Environment, that the SaaS Provider reasonably requires; and
   9. the SaaS Provider may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.

1. The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on the SaaS Provider's website or as provided to the Customer from time to time.
2. The Customer acknowledges and agrees that it must not, and will ensure each Authorised User does not:
   1. use the SaaS Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction;
   2. use the SaaS Services in relation to crimes such as theft and fraud;
   3. use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
   4. make any unauthorised copy of any copyrighted material owned or licenced by the SaaS Provider;
   5. introduce malicious programs into the SaaS Provider System (e.g. viruses, worms, trojan horses, e-mail bombs);
   6. reveal the Customer's account password to others or allow use of the Customer's account the to those who are not the Customer's Personnel or Authorised Users;
   7. use the SaaS Services to make fraudulent offers of goods or services;
   8. use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorised to access or corrupting any data. For the purposes of this paragraph, "security breaches" includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
   9. use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons' use of the SaaS Services;
   10. send any unsolicited email messages through or to users of the SaaS Services in breach of the Spam Act 2003 (Cth) or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; use the SaaS Services in breach of any person's privacy (such as by way of identity theft or "phishing") is strictly prohibited; and
   11. 11.use the SaaS Services to circumvent user authentication or security of any of the Customer's hosts, networks or accounts or those of the Customer's customers or suppliers.
3. Suspension. We may suspend, restrict, or terminate your account or access to the Services at any time if we reasonably determine that such action is necessary to protect our platform, users, payment partners, or third parties, to comply with applicable law, or where we suspect a breach of these Terms, fraud, abuse, or other activity that may expose us to legal, financial, or reputational risk.
4. Retention of Fund s. If your account is suspended or terminated, we may retain any funds otherwise payable to you as we reasonably determine necessary to settle any outstanding liabilities, cover actual or anticipated chargebacks, refunds, disputes, or other obligations, or to comply with applicable law. Any remaining balance, after deduction of any applicable liabilities or obligations, may be released once we determine that the relevant risks and obligations have been resolved.

1. Each Party will appoint and maintain at all times a relationship manager who will be responsible for the management of this Agreement.

1. The Customer must pay the SaaS Provider:
   1. the Fee; and
   2. any other amount payable to the Provider under this Agreement,

without set off or delay using the Payment Method in accordance with the Payment Terms. All Fees are in USD$, and are payable in advance.

2. If the Customer requires the use of a purchase order, the Customer is responsible for providing the applicable purchase order at the time of purchase. The Customer acknowledges and agrees to the extent of any inconsistency between this Agreement and any terms and conditions attached to the Customer's purchase order, the terms of this Agreement will prevail. The Parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.
3. If there is a Variation, the SaaS Provider will include the Variation Fees due and payable for the Variation performed in invoice(s) subsequent to the performance of any Variation.
4. If any payment has not been made in accordance with the Payment Terms, the SaaS Provider may (at its absolute discretion):
   1. immediately cease providing the Services, and recover as a debt due and immediately payable from the Customer its Additional Costs of doing so;
   2. charge interest at a rate equal to the Federal Reserve Bank of America cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date;
   3. engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
   4. report the Customer to any independent credit data agencies.

1. Subject to clause 12.2, each Party must (and must ensure that its Personnel do):
   1. keep confidential; and
   2. not use or permit any unauthorised use of all Confidential Information.

2. Clause 12.1 does not apply where:
   1. the information is in, or comes into, the public domain (other than by a breach of this clause 12 by the relevant Party);
   2. the relevant Party has the prior written consent of the Party that disclosed the Confidential Information;
   3. the disclosure is required by law;
   4. the disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this clause 12; and
   5. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 12.
3. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 12. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 12.
4. This clause 12 will survive the termination or expiry of this Agreement.

1. A Party's ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.
2. The Customer grants to the SaaS Provider a non-exclusive, royalty free, non-transferable and revocable licence to use any of the Customer's Intellectual Property Rights including any Pre-Existing Material as reasonably required for the SaaS Provider to provide the Services to the Customer.
3. We do not screen content uploaded onto the SaaS Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party's Intellectual Property Rights or this Agreement.
4. We have the discretion (but not obligation) to terminate a Customer's access to and use of the Services if, we determine that Customer or its Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.
5. This clause 13 will survive the termination or expiry of this Agreement.

1. Each Party and its Personnel agrees to comply with its obligations under applicable data protection law in relation to personal information collected, used or disclosed by that Party or its Personnel in connection with the Services and this Agreement. Applicable data protection law includes Regulation (EU) 2016/679 (the General Data Protection Regulation) and Polish data protection legislation where the Fungies Europe PSA entity is involved, and applicable United States federal and state privacy laws where the Fungies Inc. entity is involved, each as amended from time to time.
2. Details on how the SaaS Provider complies with applicable data protection law and how it collects, discloses, holds or uses personal information are available in the SaaS Provider's Privacy Policy at https://fungies.io/privacy-policy or as provided to the Customer from time to time. The SaaS Provider reserves the right to amend its Privacy Policy as required from time to time.
3. This Agreement supplements and incorporates the Privacy Policy at https://fungies.io/privacy-policy and, to the extent the European Union General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR) applies to this Agreement, the Data Processing Addendum at https://fungies.io/data-processing-addendum, under which we act as a processor.
4. The SaaS Provider will take all reasonable steps to notify the Customer in writing if it becomes aware of any actual, threatened or suspected breach of Data where such breach involves personal information.
5. The Customer warrants that it has obtained each of its Personnel's informed consent for the Service Provider, its related bodies corporate, and their respective Personnel to use, store, manipulate or otherwise deal with the personal information contained in the Data.
6. The Customer must ensure that any collection, processing, use, disclosure and transfer by the Customer and its Personnel of personal information in connection with the performance of its obligations under this Agreement complies with all applicable privacy law and the privacy policy of the Customer.
7. The Customer must take all necessary steps to ensure that the personal information held or accessed by it in connection with this Agreement is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure (Data Breach). The Customer will promptly give written notice to the Service Provider of any actual or suspected Data Breach and will provide information, assistance and other cooperation as requested by the Service Provider in respect of the Data Breach.
8. The Customer must co-operate with any reasonable requests or directions of the Service Provider relating to the security, use, disclosure, and transfer of personal information, the Service Provider's legal obligations relating to the personal information, complaints relating to the personal information and the rights of individuals to access and correct the personal information or opt out of receiving any communications from or on behalf of the Customer.
9. The Service Provider will retain Customer's information for as long as Customer account is active or as needed to provide Customer services. Service Provider will retain and use information as necessary to comply with legal obligations, resolve disputes, and enforce agreements.
10. This clause 14 will survive the termination or expiry of this Agreement.

1. General Each Party represents and warrants to each other Party:
   1. it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;
   2. no Insolvency Event has occurred in respect of it;
   3. this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and
   4. the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.
2. SaaS Provider
   1. The SaaS Provider warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the SaaS Services.
   2. The SaaS Provider does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer or the Services will meet the requirements of the Customer.
3. Repitition Each Party makes the representations and warranties in clause 15.1 on each day on which it is a Party.

1. The SaaS Provider is liable for the acts and omissions of all its Personnel as if they were done by the SaaS Provider.
2. Despite anything to the contrary (but subject to clause 16.3), to the maximum extent permitted by the law:
   1. the SaaS Provider's maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed, in any Contract Year, the total amount of Fees paid to SaaS Provider in the prior Contract Year; and
   2. the SaaS Provider will not be liable to the Customer for: (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data ); (ii) lack of access to or use of or inability to access or use the Service; (iii) any conduct or content of any third party on the Services; (iv) any content obtained from the Services; nor (v) unauthorised access, use or alteration of your transmissions or content,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

3. Clause 16.2 will not apply to the SaaS Provider's Liability to the Customer under this Agreement for any liability which cannot be excluded or limited by applicable law, including:
   1. 1.fraud or criminal conduct; or
   2. 2.death or personal injury.
4. Despite anything to the contrary, to the maximum extent permitted by the law, the SaaS Provider will have no Liability, and the Customer releases and discharges the SaaS Provider from all Liability, arising from or in connection with any:
   1. failure or delay in providing the Services;
   2. breach of this Agreement; or
   3. misuse of the Services,
5. where caused or contributed to by any:
   1. Force Majeure Event;
   2. a fault or defect in any item of the Customer Environment; or
   3. act or omission of the Customer or its Personnel.
6. The SaaS Provider uses third-party Service Providers to host the Services. The SaaS Provider will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of the Customer's Systems, caused by any such third-party service provider.
7. The Customer agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.
8. The Customer agrees to indemnify, and hold harmless, the Service Provider against all Liabilities and Claims arising out of or in connection with:
   1. any and all unauthorised use of the SaaS Service;
   2. Authorised Users access or use of the Services;
   3. injury to or death of any person caused by any act or omission by or on behalf of the Customer or its Personnel; and
   4. damage to any real or tangible property caused by any act or omission by or on behalf of the Customer or its personnel.
9. This Clause 16 will survive the termination or expiry of this Agreement.

1. Commencement
   1. The Term of this Agreement takes effect on and from the Effective Date and continues for the Initial Term, if specified, and any Renewal Term, or otherwise indefinitely, unless this Agreement is terminated earlier in accordance with the terms of this Agreement.
   2. Applicable to Initial Terms and any Renewal Term: At least 30 Business Days prior to the expiry of the current Contract Year, either Party may notify the other that it does not wish for the Term to be renewed and in such event, this Agreement will expire at the end of the then current Contract Year. If a Party has not given notice pursuant to this clause, this Agreement is automatically renewed for another 12-month period (Renewal Term).
   3. Applicable to Initial Terms and any Renewal Term: If a Party wishes to vary any of the Terms of this Agreement, it must give at least 30 Business Days' notice prior to the expiry of the current Contract Year to enable the Parties to meet to discuss any proposed variation.

1. Where there is no Initial Term or Renewal Term, Customer may terminate this Agreement by giving SaaS Provider at least 30 days prior written notice, such termination will take effect with at the expiry of the then current billing cycle.
2. Where there is an Initial Term or Renewal Term, Customer may only terminate this Agreement in accordance with clause 17.1(b)
3. The Customer may terminate this Agreement by giving at least 30 Business Days' notice to the SaaS Provider, or if the SaaS Provider is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the SaaS Provider has failed to remedy the breach within 30 Business Days' of receipt of written notice from the Customer describing the breach and calling for it to be remedied.
4. The SaaS Provider may terminate this Agreement by giving at least 30 Business Days' notice to the Customer if the Customer is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the Customer has failed to remedy the breach within 30 Business Days of receipt of written notice from the SaaS Provider describing the breach and calling for it to be remedied.
5. The SaaS Provider may terminate this Agreement immediately by giving written notice to the Customer where:
   1. the Customer undergoes a Change of Control to a competitor of the SaaS Provider as determined by the SaaS Provider;
   2. an Insolvency Event occurs in relation to the Customer;
   3. the Customer commits a breach of this Agreement not capable of remedy; or
   4. breaches clause 4 (Licence Restrictions) or clause 9 (Prohibited Use).
6. The SaaS Provider may suspend overdue accounts without notice to the Customer. A $300 reinstatement charge applies to reactivate any suspended account once full payment has been received.

1. Upon termination of this Agreement, the SaaS Provider will:
   1. immediately stop performing the Services;
   2. immediately stop placing orders for supplies or services required in connection with the performance of the Services; and
   3. promptly return to the Customer or destroy all property, including Confidential Information, Intellectual Property and Data in its possession that belongs to the Customer.
2. Upon termination of this Agreement, the Customer will immediately:
   1. cease and desist from any use of the Services;
   2. return to the SaaS Provider all property, including Confidential Information and Intellectual Property, in its possession that belongs to the SaaS Provider;
   3. pay the Fees for all Services completed; and
3. Where the Customer has terminated because of a material failure of the Services, the Service Provider will refund the Customer that portion of the Service Fee directly relating to the period of the material failure. Nothing in this Agreement limits a right or remedy the Customer has under mandatory consumer protection law that cannot lawfully be excluded.
4. The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement.
5. This clause 19 will survive the termination or expiry of this Agreement.

1. 1. Disputes
   1. A Party must not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first complying with this clause 20 unless:
      1. that Party is seeking urgent interlocutory relief; or
      2. the Dispute relates to compliance with this clause.
   2. Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Agreement.
2. Negotiation
   1. In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (Dispute Notice).
   2. Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if applicable by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith. All aspects of every such conference, except for the occurrence of the conference, will be privileged.
3. Mediation
   1. If the relevant Parties are unable to resolve the Dispute with 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to confidential mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures, with such mediation to be conducted:
      1. in good faith;
      2. remotely, or in Wilmington, Delaware, unless the Parties agree otherwise; and
      3. in accordance with the AAA Commercial Mediation Procedures.
   2. The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.
   3. If the Dispute has not been settled within 20 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to litigation.
4. This clause 20 will survive the termination or expiry of this Agreement.

1. The Parties agree the SaaS Provider may engage subcontractors to perform the Services on its behalf

1. The Customer will not solicit or entice away, any person or organisation that was an actual or prospective, client, employee, contractor, representative, agent of, or developer to, the SaaS Provider, during the Term of this Agreement.
2. This clause 22 will survive the termination or expiry of this Agreement.

1. Taxable supply If VAT, sales tax, goods and services tax, or another Transaction Tax is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to that tax. That amount must be paid at the same time that the consideration is to be provided under this Agreement, and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of that tax. The recipient is not required to pay the tax until the supplier issues a valid tax invoice for the supply.
2. Adjustment events If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
3. Payments If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
4. Transaction Tax terminology The terms "adjustment event", "consideration", "input tax credit", "recipient", "supplier", "supply", "taxable supply" and "tax invoice" each has the meaning given to it under the Transaction Tax legislation applicable to the supply. Where Fungies acts as Merchant of Record, clause 30 governs the calculation, collection, reporting, and remittance of Transaction Taxes on that Transaction and prevails over this clause 23 to the extent of any inconsistency.
5. This clause 23 will survive the termination or expiry of this Agreement.

1. Notices
   1. A notice or other communication given under this Agreement must be:
      1. 1n writing, in English and signed by the sender; and
      2. addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.
   2. The Customer's notice details are set out in the Customer's account. The SaaS Provider's notice details are set out on the Site. A Party may change its notice details by written notice to the other Parties, which, for the Customer, is by updating their Account, and for SaaS Provider, is by updating the Site.
   3. A notice or communication is taken as having been given:
      1. when left at a Party's current address for notices;
      2. if mailed, on the third Business Day after posting (if delivered to an address within the same country) or on the tenth Business Day after posting (if delivered to an address within another country); or
      3. if sent by email, if sent before 5pm on a Business Day in the place of receipt then on the Business Day when it is sent, otherwise on the following Business Day.
   4. This subclause will survive the termination or expiry of this Agreement.
2. Force Majeure If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.
3. Waiver Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.
4. Powers, rights, and remedies Except as provided in this Agreement or permitted by law, the powers, rights, and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.
5. Consents or approvals Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion. A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.
6. Assignment No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Parties. Any purported dealing in breach of this clause 24.6 is of no force or effect.
7. Further assurance Each Party must promptly do all things and execute all further documents necessary to give full force and effect to this Agreement and their obligations under it. This subclause will survive the termination or expiry of this Agreement.
8. Costs and expenses Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation, and execution of this Agreement and any document relating to it.
9. Relationship of Parties
   1. This Agreement is not intended to create a partnership, joint venture or agency relationship between the Parties.
   2. Nothing in this Agreement gives a Party authority to bind any other Party in any way.
10. Links to Third Parties The Services may contain links to third-party web sites or services that are not owned or controlled by the SaaS Provider. The SaaS Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. The Customer further acknowledges and agree that the SaaS Provider 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 web sites or services.
11. Independent legal advice Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.
12. Severance
    1. If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.
    2. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
13. Entire agreement The Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
14. Amendment This Agreement may only be amended by written document executed by all Parties.
15. Cumulative Rights
    1. The rights arising out of this Agreement do not exclude any other rights of either Party.
    2. Each indemnity in this Agreement is a continuing obligation that is separate and independent from the other obligations of the Parties under this Agreement.
    3. A Party is not obliged to take any action, or incur any expense, before enforcing any indemnity under this Agreement.
16. Governing law and jurisdiction This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. Subject to clause 20, the state and federal courts sitting in Wilmington, Delaware have exclusive jurisdiction over any permitted court proceeding, and each Party irrevocably submits to the personal jurisdiction and venue of those courts and waives any right to object to proceedings being brought there. Nothing in this clause deprives a Customer or Seller habitually resident in the European Union of the protection of a mandatory provision of the law of their country of habitual residence that cannot lawfully be excluded, and nothing in it prevents either Party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.

1. Definitions In this Agreement, unless the context otherwise requires:
   • Additional Costs means any additional costs, expenses, damages or losses suffered or incurred by the SaaS Provider.
   • Authorised User means the user(s) permitted to use the SaaS Services and the content, including Data, generated by, or the output of, the SaaS Services as a part of the Customer's services to its customers.
   • Business Day means a day on which banks are open for general banking business in both Wilmington, Delaware and Warsaw, Poland, excluding Saturdays, Sundays and public holidays.
   • Business Hours means 9am to 5pm on a Business Day.
   • Change in Control occurs in respect of a Party if, after the Effective Date, a person acquires (directly or indirectly):
     1. shares in that Party conferring alone or in aggregate 50% or more of the voting or economic interests in that Party on a fully diluted basis; the power to control the appointment or dismissal of a majority of the directors of that Party; or the capacity to control the financial and operating policies or management of that Party.
   • Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.
   • Confidential Information includes information or documentation which:
     1. is disclosed to the recipient in connection with this Agreement (whether before or after the Effective Date); is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or relates to:
        1. the business, assets or affairs of a Party or any of its affiliates; the business, assets or affairs of a company in a group of companies to which the Customer belongs, or any client of that company in the group; or the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
   • whether or not such information or documentation is reduced to a tangible form or marked in writing as "confidential", and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.
   • Contract Year means a 12 month period commencing on: (i) the Effective Date; and (ii) each subsequent anniversary of the Effective Date, of this Agreement during the Term.
   • Customer Environment means the computing environment of the Customer including all hardware, software, information technology and telecommunications services and Systems.
   • Data means all of the information, documents and other data provided by the Customer or their Personnel to the SaaS Provider, any content uploaded by the Customer or Personnel to the SaaS Provider's System, or otherwise accessed by the SaaS Provider in providing the Services.
   • Dispute has the meaning given in clause 20.1(a).
   • Dispute Notice has the meaning given in clause 20.2(a).
   • Fee means the fee set out on the Site for the Customer account.
   • Force Majeure means any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, nuclear contamination, terrorism, war or civil riot that occurs to the extent that it:
     1. would be unreasonable to expect the affected Party to have planned for, avoided or minimised the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan; and results in a Party being unable to perform an obligation under this Agreement on time.
   • Initial Term means the initial term set out in the Customer account.
   • Insolvency Event means the occurrence of any one or more of the following events in relation to a Party:
     1. the Party is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws; an application or order is made for the winding up, bankruptcy or dissolution of the Party or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution; an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of the Party or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days; a controller is appointed in respect of any of the Party's property; the Party is struck off, dissolved, or deregistered under the companies or insolvency legislation applicable to it, or notice of its proposed striking off or deregistration is given to it; a distress, attachment or execution is levied or becomes enforceable against the Party or any of its property; the Party enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them; a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of the Party or its property; a petition for the making of a sequestration order against the estate of the Party is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or the Party presents a petition against itself; or anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Party.
   • Intellectual Property Rights means all present and future rights to:
     1. copyright; registered or unregistered designs, patents, trade marks; trade, business, company or domain names; know-how, inventions, processes, trade secrets; circuit layouts, databases or source codes; and any similar rights in any part of the world,
   • including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
   • Liability means any expense, charge, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
   • Page View means as any time Customer's account loads a page (website) that has SaaS Services embedded in it.
   • Party means a party to this Agreement from time to time, and
   • Parties means all of them.
   • Payment Method is by credit card, Wire Transfers, or Bank Deposit.
   • Payment Terms means 30 days from the date of the invoice.
   • Personnel means in relation to a Party, any employee, contractor, officer and agent of that Party.
   • Products means hardware or software.
   • Related Body Corporate means an entity that controls, is controlled by, or is under common control with a Party, where control means holding more than 50% of the voting interests or the ability to direct the management of that entity.
   • SaaS Licence is defined in clause 3.1.
   • SaaS Services means the Fungies Software as a service described on the Site.
   • Service Level means any service levels set out on the Site.
   • Services means the SaaS Services and Support Services, to be provided or licensed by the SaaS Provider to the Customer on the terms and conditions set out in this Agreement.
   • Software means the software used to provide the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.
   • Support Hours means:
     1. the hours the SaaS Provider will provide the Support Services as set out on the Site; or if such hours are not specified, AEST Business Hours.
   • Support Services are set out on the Site.
   • System means a combination of Products or a combination of Products and services which are integrated and operate together, including a network.
   • Term means the term of this Agreement as set out in clause 17.
   • Variation means a change to the SaaS Licence after the date of this Agreement.
   • Variation Fee means any variation to the Fee as a consequence of the Variation.
2. Interpretation In this Agreement, unless the context otherwise requires:
   1. the singular includes the plural and vice versa;
   2. headings are for convenience only and do not affect interpretation;
   3. a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;
   4. if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
   5. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
   6. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
   7. a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
   8. includes and similar words mean includes without limitation;
   9. no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
   10. .a reference to a party to a document includes that party's executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
   11. .a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
   12. a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
   13. if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
   14. a reference to time is to local time in Wilmington, Delaware, United States; and
   15. a reference to $ or dollars refers to American Dollars from time to time.

This part applies to you if you use the Services to market, sell, or accept payment for an Offering — that is, if you are a Seller. It sits alongside the SaaS Terms of Use above and describes how Fungies acts as Merchant of Record, what Fungies takes on, and what remains yours.

Where a clause in this part conflicts with a clause in the SaaS Terms of Use above, this part prevails in respect of payment acceptance, Transaction Taxes, settlement, refunds, chargebacks, reserves, and the Merchant-of-Record relationship. Everything else continues to be governed by the clauses above. A signed amendment or an Order Form that expressly overrides a clause prevails over both.

This is a business-to-business agreement. It creates no employment, partnership, joint venture, franchise, fiduciary, or general agency relationship between you and Fungies. You must be at least 18 years old, lawfully operating, not subject to sanctions, and authorised to bind the legal entity you are contracting for.

1. Legal seller of record For each Transaction processed through the Services, Fungies is the Merchant of Record and the legal seller of record to the Customer, subject to the specific Fungies entity identified at checkout and to applicable law. Fungies accepts payment in its own name, or in the name of the relevant Affiliate, and not as your agent. The Customer's obligation to pay for the Transaction is discharged when payment is made to Fungies.
2. Contracting entity The Fungies entity that acts as Merchant of Record for a given Transaction is identified at checkout and on the receipt or invoice. Depending on the Customer's location and the payment method used, that entity is either Fungies Inc. (Palo Alto, California, United States) or Fungies Europe PSA (Warsaw, Poland). Each entity performs the Merchant-of-Record functions described in this clause 26 for the Transactions it accepts.
3. Functions Fungies performs Acting as Merchant of Record, Fungies:
   1. determines which payment methods, currencies, and transaction types are available for a Transaction;
   2. accepts and processes payment from the Customer;
   3. issues, or arranges the issue of, receipts, invoices, and payment confirmations identifying the legal seller;
   4. administers payment-related Customer enquiries, including billing, receipts, and payment status;
   5. processes refunds where required by law or otherwise appropriate under clause 34;
   6. receives and responds to Chargebacks and payment disputes; and
   7. calculates, collects, reports, and remits Transaction Taxes where required by law, using the information available to it.
4. Functions that remain yours Fungies does not create, control, or fulfil your Offering. The following remain your sole responsibility, and the Merchant-of-Record relationship does not transfer them to Fungies:
   1. the Offering itself — its content, quality, functionality, safety, legality, and fitness for the purpose advertised;
   2. delivery and fulfilment, including access, activation, licence keys, downloads, and service availability;
   3. product, technical, and fulfilment support to Customers, and first-line response to their complaints;
   4. the accuracy of every claim, price, promotion, trial term, renewal term, and cancellation path you present;
   5. the accuracy of the product, tax-classification, pricing, and delivery information you configure in the Services; and
   6. your own taxes on net income, profits, payroll, employment, property, or a similar Seller-specific tax base.
5. Allocation of economic responsibility Fungies administers the payment remedy; you bear the economic amount of remedies arising from your Offering. Fungies bears an amount only to the extent it is directly caused by Fungies' breach of the Agreement, negligence, wilful misconduct, or payment-processing error. Clauses 32 to 34 set out how this works for settlement, reserves, refunds, and Chargebacks.
6. Checkout and Customer-facing terms Fungies may display its name, payment descriptor, contact details, and Merchant-of-Record notices at checkout and on receipts, invoices, statements, and Customer communications, and may use your brand and Offering information as reasonably necessary to describe the Offering and administer the Transaction. Fungies may require specific disclosures, checkout wording, refund language, cancellation controls, and confirmation content. You must obtain Fungies' written approval before presenting a refund policy, subscription term, promotion, trial, or cancellation process that affects payment risk, Transaction Taxes, Customer rights, or Network Rules.
7. No authority outside Transactions Except for the limited Merchant-of-Record role described in this clause 26, you have no authority to make commitments, warranties, representations, refund promises, tax promises, or other obligations in Fungies' name. You must not state or imply that Fungies endorses your business, guarantees your Offering, or is responsible for your performance beyond the payment functions described here.
8. Monitoring is not approval Fungies may review or monitor your Offerings, pages, and account activity under clause 28. Doing so does not constitute approval, certification, warranty, or an assumption of responsibility for your Offering, and does not relieve you of any obligation under the Agreement.
9. Survival This clause 26 will survive the termination or expiry of this Agreement in respect of Transactions accepted before termination.

1. Lawful, accurate Offerings Every Offering must be lawful in each jurisdiction in which it is marketed or supplied, described accurately, priced as presented, and fit for the purpose advertised. You must comply with applicable consumer-protection, product-safety, accessibility, advertising, licensing, export-control, privacy, and intellectual-property requirements, and must hold all rights, registrations, licences, permits, approvals, consents, and insurance the Offering requires.
2. Fulfilment and performance You are solely responsible for fulfilment and performance of the Offering, including delivery, availability, functionality, access, activation, licence keys, content delivery, service availability, Customer onboarding, technical support, repair, replacement, and cancellation. You must fulfil promptly unless a different timeframe is clearly disclosed before purchase. For digital Offerings you must maintain commercially reasonable systems to deliver entitlements and to prevent unauthorised or duplicate delivery.
3. Support and complaints You must publish clear support contact details and provide timely, competent first-line support for product, technical, cancellation, delivery, and service-quality questions. You must respond promptly to Customer complaints, regulatory enquiries, and Fungies' requests for information. Fungies may redirect product enquiries to you, and may still administer a refund, Chargeback response, or other payment remedy under clause 34.
4. Marketing and promises Every statement, claim, demonstration, testimonial, price representation, discount, trial, renewal term, billing frequency, cancellation path, privacy representation, data-security claim, and advertisement concerning an Offering must be truthful, substantiated, non-misleading, and legally compliant. You must not use dark patterns, hidden charges, deceptive scarcity, fake reviews, misleading comparisons, or unauthorised endorsements.
5. Consistency with configuration Price, currency, billing frequency, trial conditions, tax disclosure, renewal terms, and other material terms shown on your sales pages, in the checkout flow, and in post-purchase communications must match what you have configured in the Services. You must not impose a surcharge or price change after a Customer has begun checkout unless the law permits it and Fungies has approved it. You must correct inaccurate configuration or Customer communication promptly.
6. Records and cooperation You must maintain complete and accurate records sufficient to substantiate Transactions, Customer consent, pricing, delivery, fulfilment, Customer communications, refunds, cancellations, tax inputs, licences, and compliance, for at least the longer of the period required by applicable law and seven years after the relevant Transaction. You must provide those records to Fungies promptly in a legible, complete, and legally usable form. Fungies may use them to respond to Customers, payment participants, tax authorities, regulators, or law enforcement.
7. Survival The record-keeping and cooperation obligations in this clause 27 will survive the termination or expiry of this Agreement.

1. Know-your-customer information Fungies may require information and documents about you, your Affiliates, beneficial owners, directors, account administrators, business model, websites, Offerings, expected volumes, Customer geographies, payment flows, Payout Accounts, licences, tax status, and compliance controls. You must provide information that is complete, accurate, current, and promptly updated. You authorise Fungies and its service providers to verify it through public databases, identity-verification services, credit reference agencies where lawful, payment participants, and other lawful sources.
2. Payout-account verification Fungies pays Settlement Proceeds only to a Fungies-approved Payout Account, generally held in your legal name, in a supported jurisdiction and currency. Fungies may require bank statements, evidence of ownership, evidence of signing authority, additional verification steps, and security holds. Fungies will not pay a third party unless it has expressly approved that arrangement in writing after verification.
3. Ongoing monitoring Fungies may monitor Transactions, product pages, account activity, Customer complaints, refunds, Chargebacks, fraud signals, website content, sanctions data, and usage patterns to the extent reasonably necessary to operate the Services, comply with law or Network Rules, and protect Customers, Fungies, payment participants, and other sellers. As clause 26 states, monitoring is not approval.
4. Where verification fails Fungies may delay, decline, restrict, suspend, or terminate access to the Services, to particular payment methods or Offerings, or to payouts, if it cannot complete verification to its reasonable satisfaction, if you provide incomplete, false, inconsistent, or misleading information, if a payment participant, authority, or law requires it, or if Fungies reasonably believes the relationship creates legal, regulatory, fraud, credit, reputational, or operational risk. Fungies will use reasonable efforts to give notice where it is permitted and practical to do so, but may act without prior notice where necessary.

1. General prohibition You must not use the Services for, in connection with, or to facilitate any activity that is illegal, fraudulent, deceptive, abusive, exploitative, unsafe, infringing, or prohibited by Fungies, by Network Rules, by a payment processor or financial institution, or by applicable law. You must not use the Services in a way that damages, interferes with, disables, overloads, or compromises the Services, payment systems, Customers, other users, or third parties.
2. Restricted and prohibited Offerings Unless Fungies has expressly approved it in writing, you must not offer, market, sell, or facilitate:
   1. illegal goods or services;
   2. controlled substances, drug paraphernalia, or products designed to mimic illegal drugs;
   3. weapons, firearms, ammunition, explosives, or regulated weapon components;
   4. adult or sexually explicit content or services;
   5. gambling, wagering, lotteries, sports betting, games of chance, prize competitions, or unlicensed gaming;
   6. multi-level marketing, pyramid, get-rich-quick, or deceptive business-opportunity schemes;
   7. counterfeit, stolen, or unauthorised goods;
   8. money transmission, currency exchange, or services facilitating money laundering, terrorist financing, or evasion of financial controls;
   9. hateful, harassing, or unlawfully discriminatory content;
   10. services facilitating infringement, malware, credential theft, fraud, phishing, denial-of-service, or other cyber abuse;
   11. Offerings that violate third-party rights; or
   12. products or services requiring a licence, age verification, prescriber relationship, or regulated-market approval, without first obtaining every required authorisation and Fungies' written approval.
3. Fraud and deceptive conduct You must not submit fraudulent, unauthorised, or artificially generated Transactions; use your own or a related payment method to simulate sales; split, reroute, or disguise Transactions; misrepresent the nature of an Offering; use a misleading payment descriptor; manipulate authorisation rates; facilitate card testing; resell payment-acceptance access; induce Customers to dispute valid Transactions; evade a prior suspension; or bypass fraud controls, tax collection, anti-money-laundering or know-your-customer controls, sanctions controls, or Network Rules.
4. Network Rules You must comply with the Network Rules that apply to your business, Offerings, integrations, websites, marketing, recurring billing, refunds, dispute evidence, Customer disclosures, and use of payment methods. Network Rules may change without notice to Fungies. You must promptly implement any reasonable change Fungies requests in order to maintain compliance. Where Network Rules, a processor, or a payment method requires action, Fungies may take it immediately, including disabling a payment method, withholding funds, issuing a refund, or suspending an Offering.
5. Consequences A breach of this clause 29 is a material breach of the Agreement. Fungies may remove or disable Offerings, block Transactions, reverse or refund payments, withhold Settlement Proceeds, impose or increase a Reserve, suspend your account, report the matter to authorities or payment participants, and terminate the Agreement. You remain liable for the resulting costs, liabilities, penalties, refunds, Chargebacks, and expenses.

1. What Fungies does For Transactions where Fungies acts as Merchant of Record, Fungies will, to the extent required by applicable law and using the information available to it, calculate, collect, report, and remit Transaction Taxes in its own name or in the name of the relevant Fungies Merchant-of-Record entity. Fungies may issue, or arrange the issue of, receipts and invoices identifying the legal seller and including the information the law requires.
2. Transaction Taxes are not your revenue Transaction Taxes collected from Customers are not your revenue and do not form part of Settlement Proceeds.
3. Information you must provide You must provide, maintain, and promptly update accurate information about each Offering, including product category, taxability, pricing, discount treatment, bundling, delivery method and location, evidence of Customer location, tax exemptions, return and refund treatment, and intended use. You must promptly notify Fungies of any change in your products, business model, or legal status that affects tax treatment.
4. Allocation of tax risk You are responsible for taxes on your net income, profits, payroll, employment, property, franchise, or business operations, and for any assessment, interest, penalty, or cost arising from tax information, classification, pricing, delivery information, exemption claim, or instruction that you provided and that was inaccurate, incomplete, late, or misleading. Fungies is responsible for Transaction Tax non-compliance directly caused by its own failure to perform the obligations in this clause 30, except to the extent you caused or contributed to it.
5. Reports are not tax advice Fungies may make Transaction, settlement, invoice, and tax reports available through the Dashboard. Those are operational records, not tax, accounting, or legal advice. You are responsible for reviewing them, maintaining your own books and records, determining your direct-tax obligations, and taking your own professional advice. You must notify Fungies within 30 days if a report contains a material error, though this does not limit Fungies' ability to correct its records where required.
6. Audits and information requests You must cooperate promptly with reasonable requests for information, certification, or documentation from Fungies, a tax authority, a processor, or a payment participant. If an authority audits, investigates, or challenges a Transaction Tax determination relating to your Offerings or your information, you must provide prompt and accurate assistance, and must reimburse Fungies for the resulting costs to the extent the matter arises from your breach or your inaccurate information.
7. Survival This clause 30 will survive the termination or expiry of this Agreement.

1. Payment-method availability Fungies determines which payment methods, currencies, geographies, and transaction types are available for a Transaction. Availability depends on Customer location, Offering category, risk signals, transaction amount, processor and Network Rule restrictions, and legal requirements. Fungies does not guarantee any approval rate, payment-method availability, authorisation, capture, settlement time, foreign-exchange rate, or volume.
2. Authorisation and acceptance Fungies may accept, decline, delay, review, void, reverse, cancel, or refund a Transaction as required by law, Network Rules, processor requirements, fraud controls, or sanctions requirements, or in response to technical error, Customer-protection needs, or Fungies' reasonable risk judgement. An authorisation is not a guarantee of settlement. A payment is not finally settled until Fungies has received cleared funds and the applicable return, dispute, or reversal risk has passed or been accepted.
3. Subscriptions and recurring charges For subscriptions, trials, usage-based billing, and other recurring charges, you must obtain the Customer's express, informed, affirmative consent before the first charge, and must clearly disclose price, currency, billing frequency, renewal date and method, trial conditions, promotional period, cancellation instructions, and refund policy. You must provide simple and effective cancellation controls and honour cancellations promptly. You must not restart, extend, or increase a recurring charge without the consent applicable law and Network Rules require.
4. Promotions, discounts, and free trials Promotions, discounts, coupons, free trials, and introductory offers must be truthful, clearly disclosed, and accurately configured. You must not present a trial as free if payment is required before or during the trial without clear disclosure, and you must state when paid billing begins and how the Customer can cancel. Fungies may require changes to any promotion that creates material refund, Chargeback, tax, consumer-protection, or reputational risk.
5. Payment data You must not collect, store, transmit, or display full payment-card data, card-verification data, credentials, or other sensitive payment data unless Fungies has expressly authorised it in writing and you comply with all applicable PCI DSS and payment-method requirements. You must use approved integrations and tokenisation methods, and must never send payment-card data through email, chat, support tickets, logs, or other unapproved systems.

1. Fees You must pay the Fees applicable to your account. Fees are set out in the Dashboard or your Order Form. Fungies may charge them to an authorised payment method, invoice them, or deduct them from Settlement Proceeds. Unless an Order Form states otherwise, Fees are non-refundable once due, except where the law requires otherwise or where a demonstrated calculation error caused the charge. You are responsible for bank, intermediary, receiving-bank, transfer, and similar third-party charges associated with your Payout Account unless Fungies expressly states otherwise.
2. How Settlement Proceeds are calculated Fungies calculates Settlement Proceeds from the gross amount of settled Transactions, less applicable deductions and withholdings. Those include Transaction Taxes, Fees, refunds, Chargebacks, reversals, dispute losses, payment-processing fees, Network Rule assessments and penalties, Reserve movements, foreign-exchange conversion costs and effects, transfer charges, and any amount you owe Fungies. Fungies will not knowingly recover the same amount twice. Dashboard reports are the primary operational record, subject to correction for error, delayed information, returns, disputes, taxes, or other legitimate adjustment.
3. Settlement timing Subject to verification, settlement by the relevant payment method, bank cut-off times, risk review, Reserve requirements, legal and contractual withholding rights, and the availability of cleared funds, Fungies expects to initiate payout of eligible Settlement Proceeds on the schedule shown in the Dashboard or your Order Form. A Transaction ordinarily becomes eligible for payout after the period shown in the Dashboard. A payout is complete when Fungies initiates the payment instruction; when you receive the funds depends on banks, correspondent banks, payment rails, public holidays, and other third parties.
4. Payout instructions and changes You are responsible for ensuring your Payout Account details are correct and current. A request to add, remove, or change a Payout Account, payout currency, authorised signatory, or settlement configuration must be made through a secure Fungies-approved method. Fungies may apply a security hold, require enhanced verification, or reject a change where it identifies suspicious activity or cannot verify authority. Fungies is not liable for a payout made in accordance with the last verified Payout Account details, except to the extent the loss was directly caused by Fungies' error.
5. Foreign exchange If the Transaction currency differs from your payout currency, Fungies or its payment, banking, or treasury provider may convert the amount at the time the provider performs the conversion. The rate applied may include the provider's spread or cost, and becomes final when the conversion occurs. Refunds, Chargebacks, reversals, and debits are commonly processed in the original Transaction currency and may be converted at a different time and rate, so the amount deducted from Settlement Proceeds or a Reserve may differ from the amount previously paid. You bear the economic benefit and risk of currency movements, except to the extent a loss was directly caused by Fungies' error in applying the agreed conversion process.
6. Amounts you owe If you owe Fungies an amount that cannot be recovered from Settlement Proceeds or a Reserve, Fungies may invoice you or debit an authorised payment method. You must pay an invoiced amount within the period stated on the invoice or, if none is stated, within 10 days after the invoice date. You must not set off, withhold, or reduce a payment unless the law requires it. Overdue amounts may accrue interest at the lower of 1.5% per month and the maximum lawful rate, together with reasonable collection costs. Fungies may suspend the Services, stop payouts, or exercise other remedies while an amount is overdue.
7. Fee disputes If you dispute a Fee or a settlement deduction, you must notify Fungies in writing within 30 days after it appears in the Dashboard or a report, giving the Transaction or invoice reference, the amount, and the specific basis for the dispute. The parties will work in good faith to resolve it. You must pay, or allow the deduction of, undisputed amounts when due. A dispute does not excuse compliance with your risk, refund, Chargeback, tax, or other obligations.
8. Survival This clause 32 will survive the termination or expiry of this Agreement.

1. Reserve right Fungies may establish, maintain, increase, decrease, or release a Reserve where reasonably necessary to secure actual or reasonably anticipated obligations arising from your Transactions or your use of the Services. A Reserve is an accounting mechanism. It does not create a trust, a deposit account, or a segregated customer-funds relationship unless Fungies expressly agrees otherwise in writing. It may take the form of a rolling percentage of Transactions, a fixed amount, a delayed payout period, an amount linked to a risk event, or another reasonable structure.
2. What a Reserve may cover Fungies may apply a Reserve to refunds, Chargebacks, reversals, dispute losses, payment-processing fees, Network Rule assessments, fines, penalties, Transaction Taxes attributable to your information or breach, Customer claims, legal expenses, fraud losses, negative balances, and other amounts you owe. Fungies may impose or increase a Reserve where it reasonably identifies heightened risk arising from your business model, Customer complaints, fulfilment delays, unusually high refund or dispute rates, product changes, geographic expansion, Transaction spikes, indicators of insolvency, inaccurate information, regulatory developments, or an instruction from a payment participant.
3. Notice and review Where reasonably practical, Fungies will notify you of a material new Reserve or a material increase and describe its general basis. Fungies may act without prior notice where it reasonably believes immediate action is necessary to prevent loss, comply with law or Network Rules, address fraud, respond to a processor or authority, or protect Customers. Fungies reviews Reserves periodically using the risk information available to it. A Reserve may remain in place after suspension or termination for as long as reasonably necessary to address the remaining exposure.
4. Set-off and recoupment You authorise Fungies to set off, deduct, net, recoup, and recover, from any Settlement Proceeds, Reserve, authorised payment method, Payout Account where legally permitted, or other amount Fungies holds or owes to you, all amounts due from you under the Agreement. This right is cumulative and may be exercised before or after an invoice is issued. If a deduction creates a negative balance, you must pay that balance promptly on demand. Fungies may use reasonable collection methods and may refer or assign a delinquent debt to a collection provider where lawful.
5. No circumvention You must not attempt to circumvent a Reserve, withholding, payout restriction, negative balance, or payment obligation by opening another account, using an Affiliate or related party, transferring assets, changing product descriptions, routing Transactions elsewhere, or instructing Customers to pay outside the Services. Doing so is a material breach and may result in immediate suspension, termination, and additional recovery measures.
6. Survival This clause 33 will survive the termination or expiry of this Agreement.

1. Your refund policy You may operate a commercial refund policy provided it is approved by Fungies where approval is required, presented clearly to Customers before purchase, and no less protective than applicable law, Network Rules, processor requirements, and the Customer-facing terms Fungies uses. The policy must state eligibility, timing, method, exclusions, subscription-cancellation mechanics, and support contact details in plain language. Your policy does not limit any Customer right that the law, Network Rules, or Fungies' Merchant-of-Record obligations require.
2. Refund administration Fungies administers refunds as Merchant of Record. Fungies may issue a refund, in whole or in part, without your prior approval where required by applicable law, Network Rules, a payment processor, a regulator, a valid Customer cancellation, or a court order, or where Fungies reasonably determines a refund is necessary to reduce Customer harm, fraud, regulatory exposure, payment risk, or reputational risk. Fungies will use commercially reasonable efforts to notify you of material refund action where practical. Refunds are generally returned to the original payment method, or to another method permitted by law and Network Rules.
3. Who bears a refund You bear the economic amount of every refund relating to your Offering, including a refund arising from product quality, misdescription, fulfilment, late delivery, cancellation, subscription management, technical failure, content, advertising, a support failure, or your own refund policy. Fungies bears the amount only to the extent the refund was directly caused by Fungies' breach, negligence, wilful misconduct, or payment-processing error. Fungies may deduct a refund from Settlement Proceeds or a Reserve, or invoice you where necessary.
4. Chargeback administration Fungies receives and administers Chargebacks and payment disputes as Merchant of Record. On receiving notice, Fungies will use commercially reasonable efforts to notify you through the Dashboard or another agreed channel and to state the response deadline where known. Fungies may decide, acting reasonably and consistently with law, Network Rules, and processor requirements, whether to represent, accept, settle, or contest a dispute. You must provide complete, accurate, timely, and legally usable evidence no later than the earlier of five Business Days after notice and the deadline Fungies communicates.
5. Chargeback costs You bear the amount of every Chargeback, reversal, dispute loss, processor fee, Network Rule assessment, penalty, and related cost arising from your Offering, delivery, content, fulfilment, marketing, subscription management, cancellation practice, Customer communication, fraud attributable to your activities, or breach of the Agreement. You must also pay any Chargeback administration fee disclosed in the Dashboard, an Order Form, or a pricing schedule. Fungies bears such amounts only to the extent they were directly caused by Fungies' breach, negligence, wilful misconduct, or payment-processing error.
6. Excessive disputes If your Chargeback ratio exceeds 1.0% of total Transactions in a calendar month, exceeds a lower payment-method or Network Rule threshold, or otherwise presents elevated risk, Fungies may require a remediation plan, additional fraud controls, changes to checkout or Offering terms, temporary restriction of a payment method, an increased settlement delay, or a Reserve. You must cooperate fully and implement any reasonable remediation plan on time. Failure to do so is a material breach and may result in suspension or termination.
7. Customer communications You must cooperate promptly with Fungies in resolving Customer complaints, payment enquiries, regulator requests, and Chargeback investigations. You may communicate with a Customer about the underlying Offering, but must not pressure, threaten, mislead, or improperly induce a Customer to withdraw a complaint, waive a legal right, or reverse a payment dispute. You must promptly notify Fungies of any material complaint, recall, data incident, litigation, regulatory enquiry, or other adverse event relating to an Offering that could reasonably affect Transactions or Fungies' Merchant-of-Record obligations.
8. Survival This clause 34 will survive the termination or expiry of this Agreement.

1. General compliance You must comply with all laws applicable to your business and Offerings, including consumer-protection, advertising, e-commerce, subscription, licensing, privacy, data-security, tax, anti-bribery, anti-money-laundering, know-your-customer, sanctions, and export-control laws. You must promptly notify Fungies of any material investigation, enforcement action, licensing issue, or other matter affecting the Services.
2. Sanctions and financial crime You represent that neither you nor, to your knowledge after reasonable inquiry, any of your beneficial owners, directors, or controlling persons is subject to sanctions, owned or controlled by a sanctioned person, or located, organised, or ordinarily resident in a comprehensively sanctioned territory. You must not use the Services to facilitate money laundering, terrorist financing, a sanctioned transaction, or any other prohibited financial activity, and must provide requested compliance information promptly.
3. Export controls You must not export, re-export, transfer, download, or provide access to an Offering, technology, or service in violation of applicable export-control laws, or to a prohibited user, destination, or end use. Fungies may block, refund, or restrict a Transaction, or require information, in order to address that risk.
4. Anti-bribery You must comply with applicable anti-bribery and anti-corruption laws and maintain accurate books and records relating to Transactions. You must not offer, give, request, or accept an improper payment or benefit in connection with the Agreement.

1. Definitions In this part, and in addition to the definitions in clause 25:
   • Affiliate means an entity that controls, is controlled by, or is under common control with a party, where control means holding more than 50% of the voting interests or the ability to direct management.
   • Chargeback means a reversal of a payment initiated by a Customer, a card issuer, a bank, or another payment participant.
   • Customer means a person or business that purchases an Offering through the Services.
   • Dashboard means the Fungies administrative interface through which you configure Offerings and view Transactions, reports, Fees, and settlement information.
   • Fees means the amounts payable for the Services as set out in the Dashboard or an Order Form.
   • Merchant of Record means the legal entity that accepts payment from the Customer in its own name and undertakes the seller-of-record functions described in clause 26.
   • Network Rules means the rules, standards, and operating regulations of payment-card networks, payment methods, processors, and financial institutions used to process a Transaction.
   • Offering means a product, item of software, item of content, subscription, licence, or service that you market or sell through the Services.
   • Order Form means a written or electronic ordering document agreed between you and Fungies that references these terms.
   • Payout Account means the bank or payment account, verified and approved by Fungies, to which Settlement Proceeds are paid.
   • Reserve means an amount Fungies withholds or designates under clause 33 to secure actual or anticipated obligations.
   • Seller means a person or business that uses the Services to market, sell, or accept payment for an Offering.
   • Settlement Proceeds means amounts collected on settled Transactions less Transaction Taxes, Fees, refunds, Chargebacks, Reserve movements, and the other deductions and withholdings described in clause 32.
   • Transaction means a payment, or an attempted payment, made by a Customer for an Offering through the Services.
   • Transaction Taxes means indirect taxes such as sales tax, value added tax, goods and services tax, digital-services tax, and excise duty, but not taxes on income, profits, payroll, or property.
2. Acknowledgments By using the Services as a Seller, you acknowledge and agree that:
   1. Fungies acts as Merchant of Record for payments processed through the Services and is the legal seller of record to the Customer for each such Transaction, subject to applicable law and the checkout terms;
   2. that status does not transfer to Fungies responsibility for your Offerings, product claims, content, marketing, fulfilment, support, Customer promises, or your own direct taxes, except to the extent directly caused by Fungies' breach, negligence, wilful misconduct, or payment-processing error;
   3. Settlement Proceeds are not guaranteed revenue, and are subject to Transaction Taxes, Fees, refunds, Chargebacks, reversals, Reserves, payment-participant requirements, foreign exchange, and other lawful deductions and withholdings;
   4. Fungies may take immediate risk, compliance, fraud, Customer-protection, or payment-network action where reasonably necessary, including withholding funds, imposing a Reserve, limiting payment methods, suspending an Offering, issuing a refund, or terminating access; and
   5. you have had the opportunity to take independent legal, tax, and compliance advice before accepting these terms.