These Terms of Service (“Terms”) govern your (“Customer” or “you”) use of the software-as-a-service platform and any related services (collectively, the “Service”) provided by Adminifi, LLC, a Delaware company (“Company,” “we,” or “us”). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not access or use the Service.

1. Definitions

• 1.1 Account: The account associated with your organization’s use of the Service.
• 1.2 Authorized Users: Individuals who are authorized by Customer to use the Service under Customer’s Account, and who have been supplied user identifications and passwords by Customer (or by Company at Customer’s request).
• 1.3 Confidential Information: All non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
• 1.4 Customer Data: Any data, information, content, or other materials that you or your Authorized Users input into the Service.

2. Eligibility & Authorized Users

2.1 Eligibility. You represent and warrant that you have the legal capacity and authority to enter into this agreement on behalf of your organization.

2.2 Authorized Users. You may permit only your Authorized Users to access the Service pursuant to these Terms. You are responsible for ensuring that all Authorized Users comply with these Terms.

3. Subscription & Access

3.1 Subscription. Subject to your payment of all applicable fees and compliance with these Terms, Company grants you a non-exclusive, non-transferable, limited right to allow Authorized Users to access and use the Service during the Subscription Term for your internal business operations.

3.2 Provision of Service. Company will use commercially reasonable efforts to make the Service available in accordance with these Terms, subject to maintenance downtime or unavailability caused by circumstances beyond Company’s reasonable control.

3.3 Restrictions. You shall not (and shall not permit any Authorized User or third party to):

• Modify, copy, or create derivative works of the Service;
• Reverse engineer, decompile, or disassemble the Service except where permitted by applicable law;
• Resell, sublicense, or distribute the Service;
• Interfere with or disrupt the integrity or performance of the Service.

4. Fees & Payment

4.1 Fees. You agree to pay all applicable fees for the Subscription, as set forth in the applicable order form or pricing schedule provided by Company.

4.2 Billing & Payment. Unless otherwise agreed, payment is due within thirty (30) days of invoice date. Late payments may accrue interest at the rate of [X%] per month or the maximum rate allowed by law, whichever is lower.

4.3 Taxes. All fees are exclusive of taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes. You are responsible for paying any such taxes unless you provide Company with a valid tax exemption certificate.

5. Intellectual Property Rights

5.1 Company IP. All intellectual property rights in and to the Service, including any improvements, design contributions, or derivative works, are owned exclusively by Company or its licensors. Your use of the Service does not grant you any rights, title, or interest in Company’s intellectual property.

5.2 Customer Data. You own all rights, title, and interest in and to Customer Data. You grant Company a limited, non-exclusive, royalty-free license to access, use, process, copy, store, and transmit Customer Data solely to provide and improve the Service.

5.3 Feedback. If you provide any suggestions, ideas, enhancement requests, or other feedback regarding the Service, you agree that Company may freely use and incorporate such feedback without restriction or payment to you.

6. Confidentiality

6.1 Obligations. Each party shall:

• Use Confidential Information of the other party only for the purposes of fulfilling its obligations under these Terms;
• Not disclose Confidential Information to any third party without prior written consent from the disclosing party;
• Protect Confidential Information of the other party using the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care.

6.2 Exceptions. Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was known to the receiving party prior to disclosure;
• Is received from a third party without breach of any confidentiality obligation;
• Is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

7. Data Privacy & Security

7.1 Compliance with Laws. Each party will comply with all applicable data protection and privacy laws in connection with its use or provision of the Service.

7.2 Security Measures. Company will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data.

7.3 Data Breach Notification. In the event of a security breach that affects Customer Data, Company will notify you without undue delay and provide reasonable information regarding the breach as it becomes known or is reasonably requested by you.

8. Warranties & Disclaimers

8.1 Mutual Warranties. Each party represents and warrants that it has the right and authority to enter into these Terms.

8.2 Service Warranty. Company represents and warrants that the Service will conform in all material respects with the applicable documentation. If the Service fails to meet this warranty, Company will, at its own expense, use commercially reasonable efforts to correct the non-conformity. If Company fails to correct the non-conformity within a reasonable time, you may terminate the affected portion of the Service for breach and receive a prorated refund of prepaid fees for the remainder of the applicable Subscription Term.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. Limitation of Liability

9.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

10.1 By Company. Company will defend, indemnify, and hold you harmless from any third-party claims that the Service infringes such third party’s intellectual property rights, provided that (a) you notify Company promptly in writing of the claim; (b) Company has sole control over the defense and settlement of the claim; and (c) you reasonably cooperate in the defense. If the Service is found to infringe, Company may, at its option: (i) obtain the right for you to continue using the Service; (ii) replace or modify the Service so that it is no longer infringing; or (iii) terminate the Service and refund a pro-rated portion of any prepaid fees.

10.2 By Customer. You will defend, indemnify, and hold Company harmless from any claims arising from or related to (a) Customer Data, or (b) your use of the Service in violation of these Terms or applicable law, subject to the conditions in Section 10.1.

11. Term & Termination

11.1 Term. These Terms commence on the date you first agree to them and continue until your Subscription expires or is otherwise terminated.

11.2 Termination for Cause. Either party may terminate these Terms (a) if the other party breaches any material provision and fails to cure such breach within thirty (30) days after receiving written notice, or (b) immediately upon notice if the other party files for bankruptcy or insolvency.

11.3 Effect of Termination. Upon termination or expiration of the Subscription:

• All rights granted to you under these Terms will immediately terminate;
• You will cease all use of the Service;
• Company will delete or make Customer Data available for export according to Company’s data retention policies and any applicable legal requirements.

12. Modifications to the Terms

Company may update these Terms from time to time. When we do, we will revise the “Last Updated” date at the top of this page. Any material changes will be communicated to you in writing (including via email or through the Service). By continuing to use the Service after the effective date of any modifications, you agree to be bound by the updated Terms.

13. Compliance with Laws

You agree to comply with all applicable laws, regulations, and ordinances related to your use of the Service, including export control laws and data privacy regulations.

14. Governing Law & Dispute Resolution

14.1 Governing Law. These Terms and any dispute arising hereunder will be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles.

14.2 Venue. Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the courts located in [State/Country], and each party irrevocably submits to the jurisdiction of such courts.

14.3 Injunctive Relief. Notwithstanding anything to the contrary, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15. Miscellaneous

15.1 Entire Agreement. These Terms, along with any Order Form or statement of work referencing these Terms, constitute the entire agreement between you and Company regarding the Service.

15.2 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will remain in effect.

15.3 Waiver. No failure or delay by either party in exercising any right hereunder shall constitute a waiver of that right.

15.4 Assignment. You may not assign or transfer your rights or obligations under these Terms without Company’s prior written consent. Company may freely assign these Terms.

15.5 Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed sufficient upon delivery via email, certified mail, or reputable courier service.

16. Contact Us

If you have any questions about these Terms, please contact us at:

Adminifi, LLC
legal@adminifi.ai

BY USING OR ACCESSING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.