3. Eligibility & Authorized Users

3.1 Minimum Eligibility

You must be 18+ (or age of majority), legally capable of contracting, not barred by law or sanctions, and must provide accurate registration information. The Services are not intended for independent use by children; use involving minors must be through an authorized parent, guardian, school, or organization.

3.2 Organizational Accounts

An Account created with an organization's email may be controlled by that organization (admin rights, access, export/deletion, suspension). Disputes between a Customer and its own Authorized Users are the Customer's responsibility — AddToWallet may rely on the Account owner/administrator's instructions.

3.3 Authorized Users & No Unauthorized Sharing

The Customer is responsible for who becomes an Authorized User, their permissions, compliance, and offboarding — and for all activity on the Account, except activity directly caused by AddToWallet's breach. Credentials may not be shared, sold, or rented; API keys must stay private; Usage Limits may not be circumvented via multiple accounts.

3.4 Agencies, Consultants & Service Providers

Agencies/consultants may use the Services for clients only where permitted, and remain responsible for client authorization, data protection, accurate representation of the Services, and Fees. Reselling or white-labeling the platform as a standalone product requires AddToWallet's written consent.

3.5 Verification & Anti-Circumvention

We may request identity, business, authority, or sanctions-related verification; failure to provide it may delay or restrict access. Previously terminated users/entities may not re-register to evade restrictions without our written authorization.

4. Account Registration & Security

4.1 Registration & Ownership

You must provide and keep current accurate registration information. We may reject or require added verification for fraud-prevention or legal reasons. The Account is owned by the Customer of record (or the organization associated with it); in ownership disputes we may consider Order Forms, payment records, domain ownership, and similar evidence, and may temporarily restrict access pending resolution.

4.2 Administrators

Designated administrators may manage users/permissions, access Customer Content, manage Passes, billing, integrations, API credentials, and exports.

4.3 Credentials & Security Features

You must keep all credentials (passwords, API keys, tokens, certificates) confidential — never disclosed publicly, embedded in client-side code, or shared. Configure available security features (MFA, SSO, IP restriction, role-based permissions) appropriately; AddToWallet may require additional safeguards for high-risk or high-volume Accounts.

4.4 Account Activity & Reporting Compromise

You're responsible for all Account activity, except unauthorized activity directly caused by AddToWallet's failure to meet an express, signed security obligation. Notify [email protected] promptly of any suspected credential compromise, unauthorized access, or exposed API key, and take reasonable containment steps (reset credentials, revoke keys, remove users).

4.5 Recovery & Third-Party Sign-In

Account recovery may require identity/ownership verification. If you use Google or another third-party sign-in, losing access to that provider may mean losing access to your Account unless another method is available.

4.6 Communications, Inactivity & Records

We may send operational/legal/billing notices to your Account's contact info — delivery to that address is effective even if unread. Inactive Accounts may be restricted, downgraded, archived, or (after notice, where practicable) deleted. You are responsible for keeping your own records/backups of Customer Content for business, tax, and compliance purposes.

5. Plans, Fees, Billing & Renewals

5.1 Plans & Term

Plans include Free, Trial, Monthly, Annual, Usage-based, Prepaid, Agency, Developer/API, Enterprise, Promotional, and Custom (Order Form) tiers. Subscriptions auto-renew for successive terms (monthly→monthly, annual→annual, or per Order Form) unless canceled.

5.2 Automatic Renewal & Renewal Notices

Before purchase, we disclose the recurring nature, price/calculation, Billing Period, term length, and cancellation method. By purchasing, you authorize recurring charges until canceled. We send renewal reminders where legally required or otherwise as a courtesy but you remain responsible for tracking your own renewal/cancellation deadline.

5.3 Cancellation

Cancel via in-Account tools (where available) or [email protected], before the renewal date. Absent other stated terms: cancellation takes effect at the end of the current paid term; you keep access until then; no refund for the current term; usage charges already incurred remain payable. Merely uninstalling, deleting a Pass, or going inactive does not cancel a Subscription. Enterprise/custom plans follow their Order Form's notice terms. We will not impose unreasonable cancellation barriers.

5.4 Fees, Payment Authorization & Billing Timing

Fees (as shown at checkout, on the pricing page, or in an Order Form) are in USD, exclusive of tax, based on the plan purchased (not actual use), non-cancellable during the committed term, and non-refundable except as stated in these Terms or required by law. By providing payment info, you authorize AddToWallet/its processor (e.g., Stripe) to charge Fees, taxes, and renewals; you must keep payment details current. Billing may occur in advance, in arrears (usage), at purchase (prepaid), by invoice schedule, or per Order Form, with proration where applicable.

5.5 Usage Limits, Upgrades & Downgrades

Exceeding Usage Limits may trigger overage charges, upgrade prompts, or feature restriction; you must flag any usage-calculation dispute within 30 days of the relevant invoice. Upgrades generally apply immediately (with proration); downgrades generally apply at the end of the current term and may reduce Usage Limits, features, or retention - export your data before downgrading, as AddToWallet is not liable for resulting data/feature loss after reasonable notice.

5.6 Free Plans, Trials & Promotions

Free plans may be modified, restricted, or discontinued; they carry no service-level or retention guarantees unless expressly stated. Trials/promotions are generally single-use, non-combinable, and convert to paid pricing at the stated time — with required consent/disclosure before the first charge, where law requires it. Promotions obtained through fraud or duplicate accounts may be revoked.

5.7 Taxes

Fees exclude tax unless stated; you're responsible for applicable taxes (not AddToWallet's income tax). If we must collect a tax, it's added to your invoice; if you must withhold, you must gross up the payment (unless prohibited by law) and provide documentation.

5.8 Invoiced Accounts

Payment is due per the invoice/Order Form; internal procurement delays don't extend the deadline. Notify us promptly of good-faith disputes (undisputed amounts remain due). Late undisputed amounts may accrue interest (lesser of 1.5%/month or the legal maximum) plus reasonable collection costs.

5.9 Failed Payments & Billing Disputes

Failed/overdue payments may result in retry, restricted functionality, suspension, non-renewal, termination, or collections (with notice where legally required). Billing disputes must be raised at [email protected] within 30 days of the charge, with account/invoice/amount/basis details; initiating a chargeback without first attempting resolution may lead to suspension (without limiting non-waivable rights).

5.10 Refunds & Price Changes

Fees are generally non-refundable (including unused time, unused Pass allowance, setup/Professional Service fees) except where required by law or an Order Form - except that a for-convenience termination by AddToWallet may yield a prorated refund of prepaid, unused Fees. Prices for self-service auto-renewing plans may change at the next renewal after notice (cancel if you disagree); prices under a signed Order Form stay fixed for its term absent an agreed adjustment.

5.11 Credits, Setoff & Records

Account credits are non-cash, non-transferable, may expire, and may be revoked if obtained fraudulently. Except where law prohibits it, Fees may not be withheld or offset against claims. Invoices, receipts, and system usage records serve as evidence of charges.

6. Description of the Services

6.1 The Platform

AddToWallet is a platform for creating, distributing, updating, scanning, and analyzing digital Passes (coupons, loyalty/membership/gift cards, event tickets, employee/student IDs, appointment passes, certificates, and more) via Apple Wallet, Google Wallet, web links, QR codes, email, SMS, or API.

Core principle: AddToWallet provides the technology — the Customer is responsible for the underlying goods, services, rewards, admission, memberships, or benefits a Pass represents. This applies equally to loyalty programs (6.6), gift cards/stored value (6.8), and event tickets (6.7) - AddToWallet is not the merchant, financial institution, or event organizer in any of these contexts, and does not guarantee delivery, redemption, or fulfillment.

6.2 Pass Creation & Configuration

Customers configure Passes using templates, branding, fields, barcodes, dates, and metadata, and are solely responsible for the accuracy, legality, and appropriateness of that content. AddToWallet does not pre-vet Pass content except at its discretion for security/compliance/fraud purposes.

6.3 Distribution

Passes may be distributed via add-to-wallet buttons, links, QR codes, email/SMS, API, or embedded widgets. The Customer must obtain lawful permission to contact recipients and provide required disclosures. Delivery, installation, and display are not guaranteed — they depend on device/OS settings, wallet-platform availability, connectivity, filters, and other factors outside our control.

6.4 Hosted Links & Landing Pages

We may provide hosted URLs/QR codes for Pass access and may modify their technical format for security or platform-compatibility reasons. Customers must not misrepresent AddToWallet-hosted pages as owned/endorsed by Apple or Google unless accurate.

6.5 Updates & Notifications

Pass updates and notifications are supported but not guaranteed to appear on every device, depending on wallet-platform rules, connectivity, and Customer configuration. The Customer alone determines notification content/recipients and must obtain consent, honor opt-outs, and avoid excessive or deceptive messaging (see also §8.6). AddToWallet may impose technical limits on frequency/volume for platform-compliance or quality reasons.

6.6 Loyalty, Rewards & Membership

The Customer operates and administers its own program (rules, eligibility, balances, redemption). AddToWallet does not hold funds or arbitrate Customer–Passholder disputes over points or benefits.

6.7 Event Tickets & Admission

The Customer — not AddToWallet — is the organizer/venue/ticket seller and controls validity, transferability, and refund policy. A successful scan does not itself establish identity, payment, or legal entitlement; Customers should implement their own validation and fraud controls.

6.8 Gift Cards & Stored Value

AddToWallet does not issue, hold, or redeem funds and is not a financial institution. The Customer maintains the authoritative balance and is responsible for redemption, expiration, escheatment, and accounting; a Pass is not proof that funds are available.

6.9 Scanning, Validation & Redemption

Scanner/validation tools depend on device, connectivity, and configuration. Customers are responsible for training staff, controlling scanner access, preventing duplicate redemption, and reconciling results. A successful scan confirms only that the code was processed per configuration — not identity or entitlement, absent Customer-implemented controls.

6.10 Analytics & Reporting

Analytics (views, installs, saves, scans, redemptions, device/geographic data, etc.) may be incomplete, delayed, estimated, or affected by privacy controls and third-party reporting limits. Do not rely on AddToWallet analytics as your sole source for financial, tax, or compliance reporting.

6.11 APIs & Integrations

Available per Subscription; governed by Section 10 and Documentation.

6.12 Templates & Design Tools

Templates, examples, and AI-assisted design tools are provided for convenience only and are not legal, regulatory, tax, accessibility, or design advice. Customers must review and adapt them to ensure accuracy, required disclosures, licensed content, and platform compliance.

6.13 Customer Support (from AddToWallet)

Support (email, tickets, chat, docs, onboarding) is provided on a reasonable-efforts basis unless an Order Form states a service-level commitment; it does not include legal/regulatory advice, custom development, or management of the Customer's own Third-Party Services.

6.14 Professional Services

Onboarding, migration, integration, training, and custom development may require a separate Order Form/SOW defining scope, deliverables, Fees, and timeline. Delays caused by the Customer, missing information, or scope changes may affect delivery.

6.17 Customer-Configured Features

Most platform behavior (content, distribution, notifications, expiration, permissions, retention, etc.) is controlled by Customer configuration. AddToWallet is not responsible for consequences of Customer configuration choices — including accidental publication, over-permissioned access, excessive notifications, incorrect expiration, or actions taken by an Authorized User the Customer authorized.

6.18 Service Modifications & Third-Party Requirements

We may modify features, interfaces, APIs, and Usage Limits for security, compliance, performance, or platform-requirement reasons. For paid plans, we won't materially reduce core purchased functionality mid-term except where necessitated by law, security, third-party platform rules, or force majeure — with notice where practicable. Feature availability may vary by plan, geography, device, and rollout stage; roadmap statements are non-binding unless in a signed Order Form. AddToWallet is not liable for third-party platform changes, outages, or rejected/delayed Passes.

6.19 No Exclusivity, No Professional Advice, No Guaranteed Results

The Services are non-exclusive — AddToWallet may serve similar Customers and develop similar features independently (without misusing Confidential Information). Nothing here is legal, tax, financial, accessibility, or compliance advice. AddToWallet does not guarantee any business outcome (revenue, engagement, retention, compliance, etc.) from using the Services. Passholder support (delivery, redemption, refunds, eligibility, privacy requests) remains the Customer's responsibility unless expressly agreed otherwise.

7. Customer Content & Customer Data

7.1 Ownership

The Customer retains all rights in Customer Content and Customer Data. These Terms transfer no ownership to AddToWallet.

7.2 License Granted to AddToWallet

The Customer grants a worldwide, non-exclusive, royalty-free license - for the Subscription Term - to host, process, and transmit Customer Content solely to operate the Services (create/distribute/update Passes, run notifications/scans/loyalty features, provide integrations, secure and troubleshoot the platform, and comply with law), including sublicensing to necessary Sub-processors (Apple, Google, cloud/communications providers). This license ends when content is deleted, subject to normal backup cycles, legal holds, or de-identification.

7.3 Customer Responsibility & Warranties

The Customer is solely responsible for Customer Content's accuracy, legality, and completeness, and warrants that it owns or is licensed to use all such content, has a lawful basis and required consents to Process any Personal Information in it, has disclosed material Pass terms, and will honor commitments its Passes represent. AddToWallet's acceptance/display of content is not an endorsement or verification of it.

7.4 Data Processing Roles

For Personal Information in Customer Data, the Customer is generally the Controller/Business, and AddToWallet is the Processor/Service Provider, acting only per the Customer's documented instructions, these Terms, the Order Form, and the Data Processing Addendum (available on request at [email protected]). For its own account, billing, and marketing data, AddToWallet acts as an independent Controller under its Privacy Policy.

7.7 Customer Instructions

These Terms, the Order Form, Service configuration, and authorized support requests constitute the Customer's documented instructions. AddToWallet may decline instructions that are unlawful, infeasible, or require material extra cost/risk — and may suspend Processing it reasonably believes violates data-protection law, with notice to the Customer.

7.8 Customer's Privacy & Compliance Obligations

The Customer is responsible for all privacy, consumer-protection, and sector-specific compliance relating to Customer Data, including: publishing accurate privacy notices; obtaining and recording required consent; providing opt-out/withdrawal mechanisms; responding to individual rights requests (access, correction, deletion, portability, objection); limiting collection to what's necessary; and maintaining appropriate retention. (This obligation applies consistently to marketing/notifications (6.5, 8.6), children's data (7.15), employment/education data (7.16), and sensitive data (7.12) — it is not restated separately for each.) Providing platform tools does not shift this responsibility to AddToWallet.

7.9 Passholder Information & Rights Requests

Customer Data may include Passholder names, contacts, membership/loyalty/ticket identifiers, scan/redemption history, and similar fields. If AddToWallet receives a rights request concerning Customer Data, it may redirect the requester to the Customer or forward the request; where legally required, AddToWallet will provide reasonable assistance (with a Fee for unusually burdensome requests).

7.10 Sensitive & Regulated Data

Sensitive Personal Information (government IDs, financial credentials, biometric/health/genetic data, precise geolocation, and similar categories) may be submitted only with a lawful basis, required consent, and adequate security — and only where AddToWallet hasn't prohibited that category. Unless expressly agreed in writing, the Services may not be used for: HIPAA-regulated health data, full payment-card data, complete bank credentials, classified/export-controlled data, or other specially regulated information; AddToWallet does not act as a HIPAA business associate absent a signed agreement. Full card numbers/CVVs/PINs must never be placed in Pass fields — use a proper payment processor instead.

7.11 Children's, Employment & Educational Data

Where Passes involve minors, employees, or students, the Customer alone is responsible for age-appropriate consent, required notices, minimized collection, proportionate access controls, and compliance with children's-privacy, labor, and education-record laws. AddToWallet is not the employer, school, or identity-verification authority absent a written agreement.

7.12 Confidentiality, Access Control & Data Accuracy

AddToWallet protects Customer Confidential Information and uses it only to perform the Services or as legally required (with notice before compelled disclosure, where practicable). The Customer controls its own Account permissions and Authorized User access — AddToWallet may rely on actions taken through an authenticated Account and is not responsible for a permitted user's actions, or for inaccurate Customer Data originating from the Customer's own content, systems, or instructions.

7.13 Service Data, Aggregation & No Sale

AddToWallet may collect technical/operational Service Data (API metadata, error logs, security events, aggregate usage) to run, secure, and improve the platform, and may create aggregated/de-identified data for analytics, benchmarking, and product development, without re-identifying it except to test de-identification controls. AddToWallet does not sell Customer Data or use it for third-party targeted advertising; this doesn't limit use by our Service Providers, use per Customer instruction, or use of aggregated/de-identified data as described above.

7.14 Content Review, Monitoring & Removal

AddToWallet may review, restrict, or remove Customer Content where reasonably necessary for legal compliance, fraud/security prevention, platform-rule compliance, or IP protection — with notice and a correction opportunity where appropriate, though immediate action may be taken without notice when necessary. Not reviewing content isn't approval of it.

7.15 IP Complaints About Customer Content

Credible infringement claims may result in content removal, restriction, or Account suspension, with the Customer responsible for responding to the underlying claim.

7.16 Backups, Export & Transition

The Customer must maintain its own independent records — AddToWallet's backups are for disaster recovery, not a Customer backup substitute, and full recoverability isn't guaranteed. Export tools vary by plan/data type; large or custom exports may require Professional Services and Fees. Upon termination, standard transition assistance is limited to available self-service export — custom migration support is not guaranteed and may carry additional Fees.

7.17 Deletion, Retention & Legal Holds

Customer-initiated deletion may affect active Passes, links, notifications, and history; an already-installed Pass may persist on a Passholder's device or wallet platform even after deletion from AddToWallet's systems. Post-termination, data is deleted after any applicable retrieval period (or a commercially reasonable default) — sooner in cases of unlawful activity, security risk, or legal prohibition on retention. Deleted data may briefly persist in encrypted backups until the ordinary backup cycle overwrites it, and AddToWallet may retain data beyond normal periods to comply with law, legal holds, fraud investigations, or dispute resolution.

7.18 International Processing & Data Residency

Customer Data may be Processed in the U.S. and other countries; AddToWallet applies appropriate transfer mechanisms (e.g., Standard Contractual Clauses) as described in the Privacy Policy/DPA. Specific data-residency commitments apply only if included in a signed Order Form.

7.19 Security & Incident Response

Each party has security responsibilities: AddToWallet maintains platform safeguards per the Privacy Policy/DPA; the Customer secures its own configuration, credentials, users, devices, and integrations. Each party must notify the other promptly of a security incident affecting the Services, and cooperate on containment and any legally required notifications. AddToWallet will notify affected Customers of a confirmed breach of Customer Data as required by law; the Customer determines whether downstream notification (to Passholders, regulators, etc.) is required, except where law imposes that duty directly on AddToWallet.

7.20 Third-Party Integrations & Ownership Disputes

Enabling a Third-Party Service authorizes AddToWallet to exchange the relevant Customer Data with it; the Customer is responsible for vetting that service and its own data once transmitted there. Imported/synced content must be lawfully obtained by the Customer — AddToWallet may rely on that representation. AddToWallet does not adjudicate private disputes over Account, brand, or data ownership; it may restrict access, preserve records, or require a court order while such disputes are pending.

7.21 Survival

Ownership, confidentiality, retained-copy licensing, aggregated/de-identified data rights, legal retention, and liability for prior Processing survive termination.

8. Customer Responsibilities

Sections 6 and 7 already establish that the Customer controls Pass content, distribution, and Customer Data, and bears responsibility for lawful use, Passholder relationships, and privacy compliance. This section summarizes those obligations rather than repeating them in full.

1. Lawful use: Comply with applicable law, these Terms, Order Forms, Documentation, wallet-platform rules, and any terms shown to Passholders.

2. Pass integrity: Be solely responsible for each Pass's content, accuracy, branding, eligibility, expiration, and legal compliance; clearly identify yourself as the issuer of the underlying offer/benefit (6.1–6.9).

3. Passholder commitments: Honor valid Passes, disclose material restrictions, provide legally required remedies, and respond to Passholder questions/complaints (6.22).

4. Promotions & loyalty: Own official rules, eligibility, fulfillment, and compliance for any contest, coupon, or rewards program (6.7).

5. Tickets & memberships: Manage eligibility, admission, cancellations, and refunds; remember a scan alone doesn't verify identity or entitlement (6.8, 6.10).

6. Messaging: Obtain consent, honor opt-outs, and avoid excessive/deceptive notifications (6.6, 9.5).

7. Privacy & data protection: Establish a lawful basis, publish notices, obtain consent, and handle Passholder rights requests (7.9–7.16).

8. Account & credential security: Protect passwords/API keys, manage Authorized User access, and report suspected compromise promptly (4.4–4.7).

9. Support: Handle Passholder-facing support (delivery, redemption, refunds, membership, privacy requests) unless AddToWallet has expressly agreed otherwise (6.22).

10. Accessibility & legal review: Independently confirm that Passes and communications meet applicable accessibility and legal requirements — AddToWallet's templates and guidance are not legal advice (6.13).

9. Acceptable Use Policy

You and your Authorized Users must not:

Illegal or harmful activity — violate law or third-party rights; facilitate fraud, money laundering, or deception; distribute counterfeit/invalid credentials; harass or impersonate others; misrepresent affiliation or endorsement.

Prohibited content — unlawful, defamatory, or obscene material; infringing content; malware; content promoting violence or crime; unlawfully obtained Personal Information; materially false claims; violations of wallet-platform rules.

Security & technical abuse — attempt unauthorized access; bypass authentication, permissions, or Usage Limits; probe/scan systems without authorization; introduce malicious code; conduct denial-of-service attacks; publish private API credentials. (Authorized security testing requires our prior written approval.)

Platform misuse — scrape or mirror the Services; reverse-engineer or create derivative works (except where law prohibits this restriction); remove proprietary notices; resell/white-label without authorization; use multiple accounts to evade Fees or restrictions; benchmark/publish performance results without permission.

Messaging abuse — spam, phishing, deceptive notifications, or messages sent after an opt-out or unrelated to the Customer relationship.

High-risk/unsupported uses — without our written approval, do not use the Services as the sole system for emergencies, public-safety warnings, medical diagnosis, critical infrastructure, government ID, payment-card storage, money transmission, or life-safety/weapons systems.

Enforcement: We may investigate and take proportionate action - removing content, suspending APIs/notifications/scans, revoking credentials, or suspending/terminating the Account - with notice and a correction opportunity where appropriate, or immediately where risk requires it. Fees incurred before suspension remain payable. Report suspected violations to [email protected].

10. API & Developer Terms

10.1 License & Requirements

A limited, non-exclusive, revocable right to use the API per Documentation, authentication requirements, and applicable Usage Limits — for supported functionality only.

10.2 Credentials

API keys/tokens are Confidential Information: restrict to authorized personnel/systems, avoid embedding secrets client-side, rotate/revoke as needed, and report exposure promptly. You are responsible for activity performed with valid credentials.

10.3 Rate & Usage Limits

Don't attempt to bypass request, rate, concurrency, or data-transfer limits; exceeding them may trigger throttling, overage Fees, or suspension.

10.4 Your Integrations

You are solely responsible for applications you build on the API — their legality, security, authentication, privacy notices, and consent flows. Access only data you're authorized to see; don't sell API-derived Personal Information or use it for unrelated advertising/profiling. Maintain reasonable technical safeguards: encryption, input validation, least-privilege access, patching, logging, and incident response (mirrors §7.34's general security obligations, applied to API use specifically).

10.5 Changes, Monitoring & Suspension

We may modify or deprecate API versions (with advance notice where practicable, or immediately for security/legal reasons); we may monitor API use for security, fraud, and compliance purposes, and may suspend access for violations, compromised credentials, instability risk, or nonpayment — with notice and correction opportunity where appropriate.

10.6 Third-Party Developers, Support, Ownership & Survival

You remain responsible for any developer/contractor you permit to use the API on your behalf. API access doesn't include custom development or guaranteed support unless purchased separately. AddToWallet retains all API/SDK/Documentation ownership; you retain your own application code. Ownership, confidentiality, security, prohibited-data-use, and accrued-Fee provisions survive termination.

11. Intellectual Property

11.1– AddToWallet's IP: AddToWallet and its licensors own the Services and all AddToWallet Materials. You receive only a limited, non-exclusive, revocable right to use the Services under your Subscription - nothing more.

11.2 Customer Content: Owned by the Customer (7.1), subject to the operating license in 7.2. Don't imply AddToWallet/Apple/Google endorsement of your content without authorization.

11.3 Trademarks: "AddToWallet" and related marks belong to Hazelnut Ventures LLC; use requires permission (beyond accurate, non-misleading references to your use of the Services).

11.4 Feedback: Any feedback you give may be used by AddToWallet freely, without restriction or compensation.

11.5 IP Complaints: Send infringement notices to [email protected] with work identification, claimed infringing material, contact info, and a good-faith statement; repeat infringers may be suspended or terminated.

12. Privacy & Data Processing

This section summarizes the detailed provisions already set out in Section 7:

As an independent Controller (your Account, billing, and marketing data), AddToWallet's practices are described in our Privacy Policy (incorporated by reference).

As your Processor (Customer Data you submit), AddToWallet acts under your instructions per 7.5–7.8, governed by our Data Processing Addendum where legally required (available at [email protected]).

Security safeguards and international transfer mechanisms are as described in 7.2–7.3 and the Privacy Policy/DPA.

13. Third-Party Services

The Services depend on and integrate with providers like Apple Wallet, Google Wallet, Google Sign-In, Stripe, and cloud infrastructure — each governed by its own terms.

Enabling an integration authorizes AddToWallet to exchange the relevant Customer Data with that provider (7.37); you're responsible for vetting it and configuring permissions appropriately.

AddToWallet is not responsible for third-party outages, API/policy changes, rejected Passes, or a third party's own privacy/security practices, and may modify or discontinue an integration where a third party requires it.

Links to third-party sites are not an endorsement.

14. Availability, Maintenance & Beta Features

14.1 Availability & Maintenance

We use commercially reasonable efforts to keep paid Services available, but don't guarantee uninterrupted or error-free operation absent a specific SLA. Availability may be affected by maintenance, infrastructure, third-party platforms, or force majeure. Planned maintenance affecting paid Services gets advance notice where practicable; emergency maintenance may not.

14.2 Beta Services

Provided "as is," may be unstable, unsupported, changed, or discontinued at any time, and carry no warranties or SLA commitments. Use at your own risk.

14.3 Service Changes

Same core-functionality protection described in 6.17 applies here: no material reduction of paid, core purchased functionality mid-term except for security, legal, third-party, or force-majeure reasons.

15. Suspension & Termination

15.1 Customer Termination & Termination for Cause

Cancel per Section 5; this doesn't waive Fees already due. Either party may terminate for uncured material breach (30-day cure period generally; shorter for nonpayment, security threats, or unlawful activity).

15.2 Suspension & Immediate Termination

We may suspend for nonpayment, Terms violations, fraud, security risk, abusive usage, or third-party/legal requirements — with notice and a correction opportunity where appropriate. We may terminate immediately, without notice, for unlawful use, intentional platform compromise, repeated violations, evasion of suspension, sanctions exposure, or conduct creating material risk of harm.

15.3 Effect of Termination & Survival

Access ends; outstanding Fees become due; APIs/notifications may be disabled; Customer Data may be deleted per Section 7. Installed Passes may remain visible on Passholder devices even after termination. Provisions concerning ownership, confidentiality, payment, disclaimers, indemnification, liability, dispute resolution, and retained data survive.

16. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," to the maximum extent permitted by law, without warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, security, or compatibility.

We do not warrant uninterrupted/error-free operation; guaranteed Pass delivery, installation, or notification receipt; complete/accurate analytics; continuous Third-Party Service availability; or any particular commercial result. We do not endorse or guarantee Customer Content or the underlying offers/benefits it represents (consistent with 6.1, 6.23, 8). Some jurisdictions don't allow certain warranty exclusions - exclusions here apply only to the extent legally permitted.

17. Indemnification

17.1 By the Customer

You will defend and indemnify AddToWallet (and its affiliates/personnel) against third-party claims arising from: your Customer Content or Passes; your products/services/events/rewards; your breach of these Terms or law; infringement caused by your content; your Processing of Personal Information; your own integrations; Passholder claims against you; or your fraud, negligence, or misconduct.

17.2 By AddToWallet

For paid Customers, AddToWallet will defend against third-party claims that unmodified, authorized use of the Services infringes a U.S. patent, copyright, or trademark, and pay resulting damages/settlements — excluding claims arising from Customer Content, modifications, misuse, third-party combinations, or Beta/Free Services. We may respond by modifying the Services, securing continued rights, or terminating the affected Service with a prorated refund.

17.3 Procedure

Indemnified party must promptly notify, cooperate, and let the indemnifying party control defense/settlement (no admission of fault or non-monetary terms without consent).

18. Limitation of Liability

No indirect/consequential damages — lost profits, revenue, business, goodwill, or data — for either party, even if foreseeable.

Liability cap: each party's total liability is capped at Fees paid/payable in the preceding 12 months (or USD $100 for a Free Account).

Exceptions (uncapped): payment obligations, indemnification duties, fraud/willful misconduct, IP infringement/misuse, intentional confidentiality breaches, and any liability that cannot legally be limited.

These limits reflect the parties' risk allocation and apply regardless of the legal theory asserted, even if a remedy fails its essential purpose.

19. Export Controls & Sanctions

You must comply with export-control and sanctions law, and represent that you and your Authorized Users are not in a prohibited jurisdiction, on a restricted-party list, owned/controlled by a prohibited person, or using the Services for a prohibited end use. We may restrict access as needed to comply with trade law.

20. Governing Law & Venue

Governed by California law (excluding conflict-of-law rules and the UN CISG). Subject to arbitration (Section 21), permitted court proceedings go to state/federal courts in Santa Clara County, California. Mandatory consumer protections in your jurisdiction remain unaffected.

21. Dispute Resolution & Arbitration

Informal resolution first: send written notice ([email protected], subject "Legal Dispute Notice") and negotiate in good faith for 30 days.

Binding individual arbitration (JAMS rules, English, one arbitrator, Santa Clara County or remote) for unresolved disputes.

Excluded from arbitration: small-claims matters, emergency injunctive relief, IP infringement/misuse, security-abuse claims, and any claim law doesn't allow to be arbitrated.

No class actions - claims must proceed individually.

Jury-trial waiver where legally permitted.

Opt-out: new Customers may opt out of arbitration by written notice within 30 days of first accepting these Terms.

Time limit: claims must generally be filed within 3 months of when the claimant knew or should have known the relevant facts, unless law requires a longer period.

22. Miscellaneous

Confidentiality: Each party protects the other's Confidential Information with reasonable care, using it only to perform the agreement.

Independent Contractors: No partnership, joint venture, or agency relationship is created.

Assignment: Customer may not assign without consent (except in a qualifying merger/asset sale to a non-competitor); AddToWallet may assign in connection with a corporate transaction.

Force Majeure: Neither party is liable for delay from events beyond reasonable control (natural disasters, war, outages, cyberattacks, etc.) this doesn't excuse Fees already due.

Notices: To AddToWallet: [email protected] (or per Order Form). To Customer: email, Account, or Website notice.

Electronic Communications: You consent to electronic contracts, notices, and signatures.

Severability / Waiver: Unenforceable terms are modified or severed without affecting the rest; failure to enforce isn't a waiver.

No Third-Party Beneficiaries: Except indemnified parties expressly named.

Publicity: AddToWallet needs your permission to use your name/logo in marketing (revocable on notice).

Interpretation: Headings are for convenience; "including" means "including without limitation"; no rule of contra proferentem.

22. Contact Information

Questions concerning these Terms or the Services may be directed to:

AddToWallet.co

Email: [email protected] or security@addtowallet.co

Legal notices should identify the Customer, Account email address, nature of the notice, and relevant agreement or Order Form.