Terms & Conditions.

Terms & Conditions

Provision of Services

Cajoon will provide its services through the Cajoon Merchant Services platform and the Cajoon Customer Experience & Reputation Marketing platform ("Subscription Service"), along with any related professional services for implementing these platforms ("Professional Services"; collectively, "Services") in accordance with these Terms and any specified terms in a customer agreement, reseller agreement, or order form ("Order Form") or a statement of work for the delivery of Professional Services ("Statement of Work"). The Client understands and agrees that onboarding and implementation of the Services may require up to 2 hours over a 4-week period. The Client's reasonable and timely participation is crucial, and delays caused by the Client will not alter the duration of any agreement or serve as grounds for non-payment or termination.

Third-Party Sites

The Client may integrate the Subscription Service with or utilize data from third-party websites or services ("Third Party Sites"), such as Facebook, Google, and Twitter. Cajoon does not control these Third Party Sites' terms of use, privacy policies, operations, intellectual property, performance, or content and disclaims all liability for their use. The Services may use third-party software ("Third Party Software"), which is licensed under the terms of the third party that licenses such software. By using the Services, the Client agrees to comply with the licensing terms of all Third Party Software used.

Subscription Service Content

The Client may receive data generated by the Subscription Service during use. This data may be displayed on the Client's website but may not be modified or used for other purposes, such as analytics, without Cajoon's express written approval. This includes data and content owned or licensed by third parties, and the Client's use of such data is further restricted by the third party's license terms and website terms of use. Cajoon fully disclaims responsibility and liability for the Client's use of any third-party data and content under these Terms.

Compliance with Third-Party Site Terms

The Client agrees to adhere to the terms of service of all major review sites, including Google, Facebook, Yelp, etc., when using the Services. Review gating is prohibited; the Client must treat all feedback equally regardless of sentiment. Failure to comply with third-party review site policies may result in suspension of the Client's account after a 30-day notice period.

TCPA and 10DLC Compliance

Both parties shall comply with the Telephone Consumer Protection Act ("TCPA") and are responsible for obtaining necessary consents for messaging. If using SMS-related Services, the Client must comply with A2P 10DLC standards, including registration and obtaining customer opt-ins. Cajoon may pass on 10DLC carrier fees to the Client and may act as the Client's legal representative in the 10DLC registration process when necessary.

Account Protection

Upon discovering any security breach of login information, the Client must immediately deactivate the affected account or change the credentials. This also applies to credentials of individuals no longer authorized by the Client to access the Subscription Service.

Fair Use

Cajoon ensures the availability of the Services, which requires each customer to adhere to a fair use policy. Overuse may affect the stability of the platform, and Cajoon may limit or invoice for excessive use. Cajoon is not liable for enforcing this policy, but enforcement will not waive the Client's obligation to pay for the Services.

Client's Restrictions on Use of Services

The Client agrees not to engage in prohibited activities, including but not limited to infringing on intellectual property, violating laws, or engaging in harmful or illegal activities. Cajoon has the right to enforce these restrictions and may cooperate with law enforcement authorities in prosecuting violators.

Acceptable Use Policy

In addition to Section 1.8, the Client and its end users may not use the Services to create, transmit, store, display, distribute, or otherwise make available any content or communications that:

• Constitute spam, unsolicited bulk messaging, deceptive headers, or violate any anti-spam law (including TCPA, CAN-SPAM, CASL).
• Promote or facilitate sexually explicit material, content involving minors, sex work, hate speech, harassment, threats, doxxing, or violence.
• Promote firearms, weapons, illegal drugs, controlled substances, or cannabis where such promotion is prohibited (commonly referred to as "SHAFT" content in the messaging industry: Sex, Hate, Alcohol, Firearms, Tobacco/cannabis).
• Promote gambling where prohibited, payday or short-term high-interest lending where prohibited, multi-level marketing, pyramid schemes, or "get rich quick" offers.
• Make unsubstantiated medical, health, financial, investment, or earnings claims, or constitute professional advice (legal, medical, tax, financial) where the Client is not licensed.
• Engage in phishing, fraud, deceptive practices, identity theft, or unauthorized data collection.
• Distribute malware, ransomware, viruses, trojans, or any code intended to disrupt, surveil, or damage systems.
• Infringe any intellectual property, publicity, or privacy right of any third party.
• Engage in debt collection in violation of the Fair Debt Collection Practices Act or analogous state law.
• Discriminate against any person on the basis of any protected characteristic under applicable law.
• Otherwise violate any applicable law, regulation, court order, or carrier policy.

Cajoon reserves the right, in its sole discretion, to suspend or terminate access to the Services upon any violation of this Acceptable Use Policy, with or without prior notice depending on the severity of the violation.

CAN-SPAM and Email Marketing Compliance

To the extent the Client uses the Services to send commercial email, the Client is solely responsible for compliance with the U.S. CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), and other applicable laws. The Client shall:

• Use accurate and non-deceptive "From," "To," and routing information and subject lines.
• Identify commercial messages as advertisements where required.
• Include a valid physical postal address of the sender.
• Include a clear and conspicuous opt-out mechanism and honor opt-out requests within ten (10) business days (or sooner where required).
• Not purchase, sell, or transfer email addresses obtained in violation of applicable law.

AI Services and AI-Generated Content

The Services may include features that use artificial intelligence or machine learning to generate text, images, audio, summaries, replies, recommendations, or other output ("AI Output"). The Client acknowledges and agrees that:

• AI Output may be inaccurate, incomplete, biased, outdated, or otherwise unsuitable. The Client is solely responsible for reviewing, verifying, and approving any AI Output before it is sent, published, or relied upon.
• AI Output is not legal, medical, financial, tax, accounting, or other professional advice. AI features are not designed for, and may not be used for, decisions that materially affect health, legal status, employment, credit, housing, or similar protected outcomes without independent human review.
• The Client is responsible for ensuring AI Output sent on its behalf complies with all applicable laws, including consumer protection, advertising, and disclosure requirements (including AI-disclosure rules in jurisdictions that require them).
• Inputs and outputs may be processed by third-party AI model providers under contractual confidentiality obligations. Cajoon will not use Client Data to train external AI models without the Client's consent, except for de-identified, aggregated improvements to the Services as described in Section 3.3.1.
• AI features may be changed, limited, or discontinued at any time as model availability or regulatory environment changes.

Beta and Early Access Features

From time to time Cajoon may make features available on a beta, preview, alpha, early access, or evaluation basis ("Beta Features"). Beta Features are provided AS-IS and AS-AVAILABLE, are excluded from any service-level commitments, may be modified or discontinued at any time, and may be subject to additional terms presented at the time of access. The Client's use of Beta Features is voluntary, and Beta Features are deemed Cajoon's Confidential Information.

Modifications to the Services

Cajoon may add, remove, modify, or discontinue features of the Subscription Service from time to time. Cajoon will use commercially reasonable efforts to notify the Client of any material removal of a feature that has been generally available for more than ninety (90) days. If a material removal materially diminishes the functionality the Client subscribed to, the Client's exclusive remedy is to terminate the affected Order Form on thirty (30) days' written notice and receive a pro rata refund of prepaid fees for the unused portion of the term.

Fees and Payment

Fees

The Client shall pay Cajoon the undisputed fees in the currency and as of the date set forth in each Order Form or Statement of Work. The Client's payments under these Terms are due net thirty (30) days from the Client's receipt of Cajoon's invoice unless agreed otherwise by the Parties in the applicable Order Form or Statement of Work. All fees are exclusive of applicable sales, excise, value-added, or use taxes. Except for income taxes levied on Cajoon's net income, the Client shall pay or reimburse Cajoon for all national, federal, provincial, state, local, or other taxes and assessments of any jurisdiction, which are legally payable by the Client for charges set, services performed or to be performed, or payments made or to be made hereunder. The Client shall not be entitled to deduct the amount of any such taxes, duties, or assessments from payments made to Cajoon under these Terms. This provision shall survive the termination of these Terms and shall be applicable regardless of the time frame in which the requirement of the payment of such taxes or assessments is asserted. The Client will notify Cajoon of any invoice dispute within thirty (30) days of receipt of the invoice, at which time the parties will engage in good faith efforts to resolve the dispute.

Late Payments

The Client's failure to pay undisputed fees when due constitutes a material breach of these Terms. If payment is not made within thirty (30) days of when it is due, Cajoon may, in its sole discretion, choose to do any or all of the following: (i) charge the Client a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly; and/or (ii) suspend the Client's access to the Subscription Service and/or the delivery of the Professional Services. Cajoon's suspension or resumption of the Subscription Service or Professional Services does not limit or prevent Cajoon from pursuing all other remedies available.

Auto Renew

If you have entered into an agreement for Services with Cajoon, the agreement will auto-renew in compliance with applicable law as further set forth herein. Unless otherwise noted in the Order Form or Statement of Work, any agreement for Services will auto-renew for the same period of time as the initial term of the agreement unless written notice of non-renewal is provided to Cajoon at least 90 days prior to the date of renewal.

Proprietary Rights

Ownership; License; Retained Rights

Cajoon owns all right, title, and interest in and to the Subscription Service, including, without limitation, all modifications, improvements, enhancements, integrations, upgrades, derivative works, and feedback related thereto and all intellectual property rights therein ("Rights"), and any and all Rights developed as part of the delivery and receipt of the Professional Services. Cajoon grants the Client a limited, revocable, royalty-free, non-exclusive, non-transferable license to use the Subscription Service, and any deliverables developed pursuant to the delivery of Professional Services hereunder in relation to the Client's use of the Service, for the term of the applicable Order Form or Statement of Work. All rights not expressly granted to the Client hereunder are reserved by Cajoon.

Restrictions

Unless otherwise permitted in writing by Cajoon, the Client may not, and may not permit any third party to, (i) copy, reproduce, modify, translate, prepare derivative works of, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Subscription Service; (ii) use, evaluate or view the Subscription Service for the purpose of designing or creating a product or service competitive to Cajoon's products or services; and/or (iii) resell or use the Subscription Service in a service bureau.

Data Collection, Ownership, and Use

3.3.1 Client Data. During the term of this Agreement or any Order Form or Statement of Work, the Client grants Cajoon a limited, non-exclusive, royalty-free, revocable, worldwide license to use and disclose, as necessary to provide the Subscription Service and Professional Services, all information submitted by the Client and the Client's end users in connection with the Client's use of the Subscription Service (e.g., Personal Data, submitted content, product information included in feeds, transaction detail information such as unit prices and cart values, and survey data) ("Client Data"). The Client owns all Client Data. Nothing contained herein shall be construed as granting Cajoon ownership in any Client Data. The Client hereby gives Cajoon a non-revocable, worldwide, royalty-free right to use aggregated or anonymized Client Data for internal evaluation purposes only; Cajoon will never market or sell Client Data to any third party.

3.3.2 Cajoon Data. All data generated, stored or collected by Cajoon technologies which is not Client Data is owned by Cajoon ("Cajoon Data"). Cajoon Data includes, but is not limited to, all review data posted to a Cajoon microsite. The Client shall have a limited, perpetual license to use such Cajoon Data generated by the Subscription Service, subject to further provisions of these Terms.

3.3.3 Third Party Data. Data generated by the Subscription Service may include data and content that is owned or licensed by a third party, and the Client's use of such third party data and content is limited by such third party's applicable license terms and website terms of use. Cajoon hereby disclaims responsibility and/or liability in full for the Client's use of any such third party data and content under these Terms. Such third party data and content will be promptly destroyed, and the Client shall otherwise no longer have access to such third party data and content, upon termination of these Terms or termination of the applicable Order Form or Statement of Work.

Privacy Policy; Personal Data; Security

The collection, use and storage of Personal Data (as defined in the DPA) through Cajoon's website is governed by Cajoon's Privacy Policy, incorporated into these Terms in their entirety. If the Client's use of the Subscription Service requires Cajoon to process Personal Data, Cajoon will do so subject to Cajoon's Data Processing Addendum. During the term of this Agreement, Cajoon shall maintain a security program materially in accordance with industry standards that is designed to: (i) ensure the security of Client Data; (ii) protect against threats or hazards to the security or integrity of Client Data; and (iii) prevent unauthorized access to Client Data. If either party believes that there has been a security breach involving Client Data, such party must promptly notify the other party, unless legally prohibited from doing so. Additionally, each party will reasonably assist the other party in mitigating any potential damage arising from any such security breach. As soon as reasonably practicable after any such security breach, Cajoon shall conduct a root cause analysis and, upon request, will share the results of its analysis and its remediation plan with the Client.

Confidential Information

"Confidential Information" includes any information shared by either party, whether directly or indirectly, in writing, orally, or through inspection of tangible objects that (i) the disclosing party designates as confidential or proprietary, or (ii) appears to be confidential or proprietary based on legends, markings, the circumstances of disclosure, or the inherent nature of the information itself (clarifying that it is not necessary for a party to label information as confidential to receive protection under this section). The parties recognize that the Subscription Service and Professional Services, the terms of these Terms and any Order Form or Statement of Work, along with other proprietary or confidential information exchanged, constitute valuable proprietary information and trade secrets. Both parties commit to maintain the confidentiality of such information, using it solely as permitted under these Terms and protecting it with the same degree of care that they use to protect their own similar information, but in no event with less than reasonable care. Each party has the right to seek an injunction to prevent any breach or continued breach of this section. The receiving party must promptly report any breaches of this section to the disclosing party. However, Confidential Information does not include information that (i) becomes publicly known through no breach by the receiving party; (ii) was independently developed by the receiving party without using any disclosed Confidential Information, as demonstrated by records; or (iii) was received from a third party who had the lawful right to share such information without restriction.

Feedback License

If the Client or any of its users provides Cajoon with feedback, suggestions, ideas, improvements, or recommendations regarding the Services ("Feedback"), the Client hereby grants Cajoon a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into the Services and any other Cajoon product or service, without obligation or compensation to the Client. Cajoon will not identify the Client as the source of Feedback without the Client's consent.

Publicity and Marketing Use

Unless the Client opts out by written notice to [email protected], the Client grants Cajoon the right to use the Client's name and standard logo on Cajoon's website, in customer lists, and in marketing materials to identify the Client as a Cajoon customer. The Client's use of Cajoon's name, logo, or trademarks in the Client's own marketing materials, press releases, case studies, or public statements requires Cajoon's prior written approval (email sufficient).

Data Processing Addendum (DPA)

To the extent Cajoon processes Personal Data on behalf of the Client in connection with the Services, such processing is governed by Cajoon's Data Processing Addendum ("DPA"), which is incorporated by reference into these Terms. Where required by applicable law (including GDPR or UK GDPR), the DPA includes Standard Contractual Clauses (SCCs) and addresses subprocessor obligations. The Client may request a current copy of the DPA by emailing [email protected].

Warranty; Limitations of Liability; Indemnity

Cajoon Warranty

Cajoon represents and warrants that (i) it has all right, title, and interest necessary to provide the Subscription Service and Professional Services to Client under the terms set forth in these Terms and each Order Form or Statement of Work; (ii) the Subscription Service will perform materially in accordance with the terms of this Agreement; (iii) the functionality of the Subscription Service will not be materially decreased during the term of this Agreement; (iv) Cajoon shall use industry standard virus protection designed to prevent any viruses, time bombs, or other disabling code from the Subscription Service; and (v) it shall comply with all laws applicable to it in its provision of the Subscription Service. Additionally, Cajoon shall perform the Professional Services in a professional and workmanlike manner in accordance with applicable industry standards.

Client's Warranty

The Client represents and warrants that (i) they have all consents and authorizations as may be necessary for the Client to receive the Subscription Service and/or Professional Services; (ii) each site where the Subscription Service is deployed contains a privacy policy that discloses the usage of third-party technology and the data collection and usage resulting from the Subscription Service and complies with all applicable privacy laws, rules, and regulations; (iii) the Client's websites on which the Subscription Service is deployed do not contain any material which is defamatory, promotes illegal activity, or contains hate speech; and (iv) the Client has legally obtained necessary ownership or license rights to any Client Data, including Personal Data, and that they have any waivers and/or opt-in agreements in place with authorized users and Client customers that are required by applicable law in relation to the communications to be sent to such users and customers by Cajoon under this Agreement.

Warranty Disclaimer

Except as expressly provided herein, Cajoon disclaims all other warranties, conditions, or representations (express or implied, oral or written) relating to the Services or any support thereof, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, non-interference, and accuracy of data.

Limitations of Liability

Except as otherwise provided in this section, under no circumstances will either party be liable for any special, indirect, incidental, exemplary, or consequential damages, including lost profits, loss of goodwill, business interruption, or loss of information, arising out of this Agreement, whether based on contract, tort, or any other legal theory, and even if advised of the possibility of such damages. In no event will Cajoon's total liability to Client for all damages exceed the amount of fees paid or payable to Cajoon by Client under this Agreement during the twelve (12) months prior to the act that gave rise to the liability.

Client's Indemnity

The Client shall indemnify, defend, and hold harmless Cajoon, its officers, agents, and employees against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) related to any third-party claim that the Client's website or applications infringe any intellectual property rights, provided that Cajoon gives the Client prompt notice of such claim.

Cajoon Indemnity

Cajoon shall indemnify, defend, and hold harmless the Client, its officers, agents, and employees against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) related to any third-party claim that the Subscription Service infringes any intellectual property rights, provided that the infringement does not arise from Client materials or from modifications to the Subscription Service not performed by Cajoon.

Indemnification Conditions

The obligations of each party to indemnify the other are conditional upon the indemnitee providing the indemnitor: (a) prompt notice of the claim; (b) sole control of the defense and settlement of the claim; and (c) reasonable cooperation in the defense as requested by the indemnitor. The indemnitee retains the right to participate in the defense at its own expense.

Proportional Liability

Each party's liability to indemnify the other is limited to the proportion of the harm caused by the indemnifying party. Neither party is liable for any part of an indemnified claim arising from the actions or omissions of the other party or its agents.

Service Availability Target

Cajoon targets 99.9% monthly uptime for the production Subscription Service, measured on a calendar-month basis and excluding: (i) scheduled maintenance for which Cajoon provides reasonable advance notice; (ii) emergency maintenance necessary to maintain security or stability; (iii) outages caused by force majeure, the Client, the Client's end users, or third-party services or networks outside Cajoon's reasonable control; and (iv) Beta Features. If Cajoon materially fails to meet this target for two (2) consecutive months, the Client's sole and exclusive remedy is to request, within thirty (30) days of the second affected month, a service credit equal to one-thirtieth (1/30) of the monthly subscription fee for each full hour of qualifying downtime in the affected month, not to exceed one (1) month of subscription fees in any twelve-month period. Service credits are non-cash and may only be applied against future Cajoon invoices.

Limitation Period

Except for claims arising from (i) intellectual property infringement, (ii) unpaid fees, or (iii) breach of confidentiality, any cause of action arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, or such cause of action will be permanently barred.

Term and Termination

Term

These Terms commence on the Effective Date of the first Order Form and shall remain effective as long as any Order Form referring to these Terms is in effect. Except as explicitly stated otherwise in these Terms, all payment obligations under any and all Order Forms or Statements of Work are non-cancelable, and all payments made are non-refundable.

Termination for Breach

In addition to any other remedies it may have, if either party breaches any of the material terms or conditions of these Terms and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching party, the non-breaching party may terminate these Terms, or a specific Order Form or Statement of Work, upon written notice. If these Terms, or an Order Form or Statement of Work, are terminated due to the Client's material breach, the Client will be required to pay for the Subscription Service and Professional Services that have been rendered up to the termination date, plus all other charges that would have been due under the remaining term of each affected Order Form or Statement of Work. Conversely, if termination is due solely to a breach by Cajoon, Cajoon shall refund a pro rata portion of any fees paid for services not yet rendered as of the date of termination.

Termination Policy

5.3.1 Termination by Client (Self-Service Cancellation). The Client may cancel their subscription at any time by logging into their Cajoon account, navigating to the Billing section, and selecting "Cancel this subscription". This is the only valid method for initiating cancellation and account closure. Cancellations made via email, phone, or other communication channels will not be accepted. The Client remains responsible for all charges incurred up to the cancellation date.

5.3.2 Termination for Convenience. Either party may terminate these Terms, or any Order Form or Statement of Work, for any reason and without cause by providing ninety (90) days' prior written notice to the other party. In such case, the Client will remain responsible for all fees accrued up to the effective date of termination and any non-cancelable commitments.

5.3.3 Termination Due to Insolvency or Legal Compliance. Cajoon may terminate these Terms, or any Order Form or Statement of Work, immediately upon written notice if the Client (i) becomes insolvent or makes a general assignment for the benefit of creditors, (ii) is subject to a petition in bankruptcy not dismissed within 60 days, or (iii) if Cajoon determines in good faith that continued performance would result in a violation of applicable laws or regulations.

5.3.4 Effect of Termination. Upon termination or expiration of these Terms or any applicable Order Form or Statement of Work: All licenses and rights granted to the Client under these Terms will immediately terminate. The Client shall promptly cease all use of the Services and return or destroy, at Cajoon's discretion, any Confidential Information in its possession. Cajoon will deactivate all user accounts and may delete any Client Data stored on its systems, unless otherwise required by law. If applicable, Cajoon shall return any hardware (such as terminals) provided by the Client in good condition within 15 business days.

5.3.5 Surviving Obligations. Any provisions of these Terms which by their nature are intended to survive termination, including but not limited to Sections on Fees and Payment, Confidential Information, Indemnity, and Limitations of Liability, shall so survive.

Data Export Following Termination

For thirty (30) days following the effective date of termination or expiration, the Client may, using the Services' standard export tools, export its Client Data in a commercially reasonable format. After this thirty-day period, Cajoon may, in its sole discretion, permanently delete Client Data from active systems, with deletion from backups occurring in the normal course of Cajoon's backup-rotation cycle. Cajoon has no obligation to retain Client Data beyond this thirty-day window unless required by law. The Client is responsible for initiating its own export and verifying the completeness of exported data.

Dispute Resolution & Arbitration

Informal Resolution

Before initiating any formal proceeding, the party with a dispute must send a written notice describing the dispute to the other party. For notices to Cajoon: [email protected] with the subject line "Dispute Notice" and a copy to Emerald Business Solutions, LLC, 1420 Celebration Blvd, Suite 200, Celebration, FL 34747. The parties shall make a good-faith effort to resolve the dispute through direct negotiation for thirty (30) days before commencing formal proceedings.

Binding Arbitration

If the dispute is not resolved during the informal-resolution period, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in the English language, in Orlando, Florida (or remotely as the arbitrator may determine), and the arbitrator's award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees unless the arbitrator awards otherwise under applicable law.

Class Action Waiver

The parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative or class proceeding.

Jury Trial Waiver

To the maximum extent permitted by law, each party irrevocably waives any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms or the Services.

Carve-Outs

Notwithstanding the foregoing, either party may: (i) bring an individual action in small-claims court for claims within that court's jurisdiction; (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, confidentiality obligations, or the use restrictions in Section 3.2; and (iii) pursue collection actions for unpaid fees in any court of competent jurisdiction.

Opt-Out

You may opt out of the arbitration and class-waiver provisions in Sections 6.2–6.4 by sending written notice to [email protected] with the subject line "Arbitration Opt-Out" within thirty (30) days of first accepting these Terms. Your opt-out notice must include your account email, your business name, and a clear statement that you are opting out. Opting out has no effect on any other provision of these Terms.

DMCA Notice & Takedown

Cajoon respects the intellectual property rights of others and expects users of the Services to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, we will respond to clear notices of alleged copyright infringement.

Repeat Infringer Policy

Cajoon will, in appropriate circumstances and in its sole discretion, terminate accounts of users determined to be repeat infringers.

Filing a DMCA Notice

If you believe content available through the Services infringes your copyright, you may submit a written notice to Cajoon's Designated Agent that includes:

• A physical or electronic signature of a person authorized to act on behalf of the copyright owner.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material that is claimed to be infringing and information reasonably sufficient to allow Cajoon to locate it (URL).
• Your contact information, including address, telephone number, and email.
• A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law.
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

Counter-Notice

If you believe material was removed in error, you may submit a counter-notice meeting the requirements of 17 U.S.C. § 512(g). Filing a false counter-notice may subject you to liability under the DMCA.

Designated Agent

Cajoon will also register its Designated Agent with the U.S. Copyright Office in accordance with 17 U.S.C. § 512(c)(2).

Innovation Fee

Upon any auto-renewal of the Agreement, unless a prior agreement entered into with Cajoon before April 1, 2024 specifies otherwise, Cajoon will apply an 8% Innovation Fee on all recurring Service fees to cover product innovations, enhanced services, and inflation. This Innovation Fee will automatically apply to all Services covered under the Agreement at the time of the auto-renewal. The fee will be assessed on the total Services fees, including any additional fees incurred during the term. The Innovation Fee will be included in the annual invoice issued to the Client, in accordance with the payment terms set forth in the Order Form or Statement of Work.

Cajoon Payments

Payments Terms of Service

Client agrees to be bound by the Clover POS Terms of Service, which may be modified periodically by Clover POS in its sole discretion.

No PCI DSS Liability

Client understands, acknowledges, and agrees that all payment transactions processed through Cajoon Payments are done through Clover POS, a third-party payment processor that is Level 1 PCI DSS compliant. Since Cajoon does not store any payment card information, it is not subject to PCI DSS and, as a result, shall be released from any and all liability or claims related to or arising out of PCI DSS.

No Refunds of Payment Fees; Client Liability for Customer Refunds

Cajoon will not refund any Payment Fees upon a refund, chargeback, or other reversal of a transaction. The amount of the refund transaction will be sent to Client's customer directly, but the Client shall remain liable to Cajoon for the Payment Fees, which Cajoon will deduct from the Client's payment account for the original transaction. The Client agrees to indemnify Cajoon against any claims related to or arising out of any claims by the Client's customer related to the amount of any refund, chargeback, or similar issue. In the event the Client's payment account does not contain the funds required to process the refund or cover the Payment Fees, the Client gives Cajoon the right to debit the Client's bank account directly to cover the shortfall.

Right to Cancel or Adjust Pricing

Cajoon reserves the right to terminate the Client's access to and use of Payments if Cajoon, in its sole discretion, determines that the Client poses too great a risk to continue using the Payments service. Additionally, Cajoon reserves the right to modify the Payment Fees, upon written notice (for which an email will suffice), in its sole discretion, if it determines that different Payment Fees are required to cover the risk posed by the Client's use of the Payments service.

Hardware / Terminals

The Client may be provided with hardware (e.g., a terminal) to assist with point-of-sale purchases using the Payments service. The Client will at all times be responsible for maintaining the terminal and will, upon termination of the Payments service or upon reasonable request from Cajoon, return all terminals in good condition and good working order.

Disputes

For disputed transactions (including allegedly fraudulent transactions), the Client is responsible for providing evidence of the relevant transaction(s) through the tools provided by Cajoon. Cajoon is not responsible for providing the evidence, nor will it be liable to the Client for lost disputes or any losses or damages arising out of or related to a lost dispute.

Miscellaneous

Independent Contractors

In performing under these Terms, each party is acting as an independent contractor, and in no way are the parties to be construed as partners, joint ventures, or agents of one another in any respect.

Subcontractors

If Cajoon subcontracts any portion of the Professional Services to a third party, Cajoon (i) shall require such subcontractor to comply with the material terms and conditions of these Terms and (ii) remains responsible for any acts or omissions of its subcontractors as if such acts or omissions were performed by Cajoon.

Export

Client may not export or re-export any software included within the Subscription Service, either directly or indirectly, without receiving Cajoon's written consent and any required license from the applicable governmental agency.

Force Majeure

Neither party will be in default for failing to perform any obligation hereunder, if such failure is caused solely by supervening conditions beyond the parties' respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networks or the public Internet, power outages, industry-wide labor disputes, or governmental demands or restrictions.

Assignment

Either party may assign these Terms in connection with (i) a merger where the contracting entity does not survive such merger, or (ii) the sale of all or substantially all of the contracting entity's assets related hereto. Except as expressly stated in this section, neither party may assign its rights or obligations under the Terms without obtaining the other party's prior written consent. Any assignment in contravention of this subsection is void.

Travel & Expense Reimbursement

Each applicable Order Form or Statement of Work will set forth any reasonable and necessary travel expenses that will need to be incurred in performance of the Professional Services under these Terms.

Notice and Delivery

Except as otherwise provided herein, all notices, statements, and other documents, and all approvals or consents that any party is required or desires to give to any other party will be given in writing and will be served in person, by express mail, by certified mail, by overnight delivery, by facsimile, or by electronic mail at the respective addresses set forth below, or at such other addresses as may be designated by such party.

Compliance with Laws and Regulations

Each party shall in good faith perform its obligations hereunder in a manner that complies with all applicable laws, regulations, ordinances and codes, including identifying and procuring required permits, certificates, approvals, and inspections. If either party receives any notice, summons, or complaint regarding its non-compliance with any such laws, regulations, ordinances, or codes, it shall promptly notify the other party of such matter.

Governing Law and Jurisdiction

These Terms and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction, will not apply to these Terms. Subject to Section 6 (Dispute Resolution & Arbitration), any disputes, actions, claims or causes of action arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the state or federal courts in Florida.

Entire Understanding; Order of Precedence

These Terms represent the parties' entire understanding relating to the Subscription Services and Professional Services, and supersedes any prior or contemporaneous, conflicting or additional, communications. Any conflict between these Terms, any addendum or attachment, and any Order Form or Statement of Work shall be resolved in favor of the Order Form or Statement of Work followed by the addendum or attachment over these Terms. These Terms or an Order Form may be executed by electronic signature. Except as otherwise provided in an Order Form or Statement of Work or other agreement of the parties, these Terms may only be amended by a duly executed agreement between Cajoon and the Client.

Severability; Waiver

The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

Survival

All sections of these Terms that by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

Modifications to These Terms

Cajoon may modify these Terms from time to time. For material changes, Cajoon will provide at least thirty (30) days' advance notice by email to the Client's account contact and/or by in-product notice. Non-material changes (clarifications, formatting, typos, references to law) become effective when posted. The Client's continued use of the Services after a modification becomes effective constitutes acceptance of the modified Terms. If the Client does not agree to a material modification, the Client may terminate the affected Order Form on written notice within the thirty-day notice period and receive a pro rata refund of prepaid fees for the unused portion of the term.

No Third-Party Beneficiaries

These Terms are entered into solely between, and may be enforced only by, Cajoon and the Client. These Terms create no rights, remedies, claims, obligations, or causes of action in any third party.

Sanctions, Anti-Bribery & Export Compliance

The Client represents and warrants that it, its affiliates, and its principals: (i) are not the subject of any economic or trade sanctions administered or enforced by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations, the European Union, the United Kingdom, or any other applicable sanctions authority; (ii) are not located in, organized under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); and (iii) will not use the Services in any manner that would cause Cajoon to violate the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the U.S. Export Administration Regulations, or any other applicable anti-corruption, anti-bribery, or export-control law.

California Civil Code §1789.3 Notice

Under California Civil Code Section 1789.3, California users of the Services are entitled to the following consumer-rights notice: The provider of these Services is Emerald Business Solutions, LLC, doing business as Cajoon, 1420 Celebration Blvd, Suite 200, Celebration, FL 34747. To file a complaint regarding the Services or to receive further information regarding the use of the Services, contact Cajoon in writing at [email protected]. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Headings

Section headings used in these Terms are for convenience only and shall not affect the interpretation of any provision.

Appendix A — Additional Terms for Clients or Partners Contracting with Cajoon

SMS Services Requirements

Client understands and accepts that in order to use SMS-based Services, it will be required to register a mobile phone number on its behalf. To obtain a registered number, Cajoon will require a copy of the Client's business registration and a utility bill or equivalent document that is in the name of the business. This documentation must be current and accurately reflect the Client's operational status and location.

Use of Collections Agencies

Client acknowledges that if a payment issue cannot be resolved through good faith efforts, Cajoon may refer the Client's overdue account to an external collections agency. By agreeing to these terms, the Client consents to such referral where necessary, under the understanding that all efforts will be made to resolve payment issues amicably before such actions are taken.