IMPORTANT NOTICES - PLEASE READ CAREFULLY

ARTIFICIAL INTELLIGENCE SERVICES DISCLOSURE: Via uses artificial intelligence and automated tools to create and design websites. While we strive for quality, AI-generated content may contain errors, inaccuracies, or may not meet all legal requirements. Customer is solely responsible for reviewing and approving all AI-generated content and ensuring ongoing compliance with all applicable laws.

AUTOMATIC RENEWAL NOTICE: This Agreement has an initial 10-year term and AUTOMATICALLY RENEWS unless terminated by Customer in accordance with these Terms. If cancelled, you will no longer be charged but will not be entitled to any refunds of Service Fees paid.

ARBITRATION AND CLASS ACTION WAIVER: This Agreement contains a mandatory arbitration provision and class action waiver that affects your legal rights. You are giving up the right to sue in court and the right to a jury trial. See Section 25 for details.

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These Terms of Service (these “Terms” or this “Agreement”) are an agreement between Via AI Growth LLC (“Via”, “Via.Site”, “us”, “we”, “our”) and you (“Customer”, “you”, “your”, “they”). Use of any Via services constitutes acceptance and agreement to this Agreement as well as the Via Privacy Policy.

Via reserves the right to refuse service to anyone.

THIS AGREEMENT INCLUDES IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS. WITHOUT LIMITATION, IT COVERS AREAS SUCH AS AUTOMATIC SUBSCRIPTION RENEWALS, WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, THE RESOLUTION OF DISPUTES BY ARBITRATION, AND A CLASS ACTION WAIVER.

1. Service

Via uses commercially reasonable efforts to provide a service whereby we develop/build a website for you using AI tools, register a name you have selected (subject to availability) with the appropriate third-party registrar, host the website with a third-party hosting service, and link the domain to the hosted website (the “Service”). We may provide additional services, from time to time, in our discretion, by making them available through our website located at http://via.site (the “Platform”). Unless expressly stated otherwise, any additional services offered by Via through the Platform will be covered by this Agreement. Certain parts of the Service may be provided by third-party vendors, including, without limitation, access to online domains and hosting.

The Platform allows Customers who register for an account (each an “Account Holder”) to have our company create and update an online website. Once registered, each Account Holder receives his or her own website (a “Site”). Account Holders may have multiple individual users who can access the Platform and the Service on their behalf. Each user authorized to access the Platform and the Service on behalf of the Account Holder will be bound by these Terms, and the Account Holder will be responsible for any breach through any of its authorized user accounts of these Terms. Any new features on the Service shall be subject to these Terms. The Service may include certain communications from us, such as service announcements and administrative messages. You may not access the Service by any means other than through the Service interfaces we provide you.

1A. Accessibility and Compliance Disclaimer

Unless you have expressly entered into a written agreement with Via to provide the additional services required to make your Site accessible to persons with disabilities, Via does not warrant that websites created through the Service comply with the Americans with Disabilities Act (ADA), Web Content Accessibility Guidelines (WCAG), Section 508, or any other accessibility standards or regulations. Customer acknowledges and agrees that:

• a) Customer is solely responsible for ensuring their Site meets all applicable accessibility requirements and legal standards;
• b) Via provides tools and features but makes no guarantee of compliance with any accessibility laws or standards;
• c) Customer agrees to indemnify and hold Via harmless for any accessibility-related claims, lawsuits, or regulatory actions; and
• d) Via’s Service is provided “as-is” with respect to accessibility, and Customer assumes all risk related to accessibility compliance.

1B. Third-Party Services

The Service incorporates and depends on third-party services, including but not limited to :

• Domain registration services
• Web hosting providers
• Payment processors
• AI/ML service providers
• Analytics and tracking tools
• Content delivery networks
• Email service providers

Via makes no warranties regarding third-party services. Third-party service interruptions, data breaches, failures, policy changes, or price increases are beyond Via’s control. Customer agrees that Via is not liable for any third-party service failures, breaches, interruptions, or changes in availability. Customer’s sole remedy for third-party service issues is to terminate this Agreement in accordance with Section 5.

1C. GEOGRAPHIC LIMITATIONS

The Service is intended solely for businesses physically located in and operating within the United States. By using the Service, Customer represents and warrants that:

• a) Customer’s primary business operations are in the United States;
• b) Customer’s principal place of business is located in the United States;
• c) If Customer’s website serves international users, Customer will comply with all international privacy laws, including GDPR, PIPEDA, and other applicable regulations;
• d) Via makes no representations about compliance with non-U.S. laws and regulations;
• e) Customer agrees to indemnify and hold Via harmless for any legal compliance issues, penalties, or claims arising from the access or use of Customer’s Site outside of the United States; and
• f) Customer is responsible for implementing appropriate privacy notices, cookie consents, and data processing agreements for international users.

If Customer’s business circumstances change such that Customer’s Site will be used to actively solicit or advertise to non-U.S users, Customer must immediately notify Via in writing. Via may, at its sole discretion, require Customer to upgrade to a version of the Service then offered with appropriate international compliance features, if any, or terminate this Agreement.

2. Domain Name Registration and Ownership

Upon Customer’s request and payment of applicable fees, Via will register domain name(s) in Via’s name through Via’s registrar account. Via shall own the domain name(s) from the date of registration. Via will be listed as the registrant, administrative contact, and technical contact and will maintain full legal and administrative control over domain ownership, settings, DNS configuration, and registrar account access for the duration of this Agreement and thereafter until transferred as provided herein.

Via will use commercially reasonable efforts to:

• (a) Register domain names in Via’s name with Via listed as registrant/owner in WHOIS records, but may include Customer contact information as permitted by ICANN policy;
• (b) Maintain registrar lock and administrative controls to prevent unauthorized transfers;
• (c) Renew domain registrations subject to Customer’s timely payment of renewal fees; and
• (d) Manage the domain in connection with providing Service to Customer.

Via will use commercially reasonable efforts to engage in the following activities related to renewal any registered domain name in use by Customer and owned by Via:

• (a) Via will send renewal notices to Customer at least sixty (60) days before domain expiration.
• (b) Timely renewal requires Customer payment of renewal fees at least thirty (30) days before expiration of the then current domain registration.
• (c) Via is not responsible for domain loss due to Customer’s failure to renew or respond to renewal notices.
• (d) If a domain expires due to non-payment, Via will attempt recovery within five (5) business days of Customer’s written request received during the registrar grace period if Customer pays all renewal fees plus any registrar recovery fees, but Via cannot guarantee recovery.

Customer and Via acknowledge that the purchase and use of domain names are subject to dispute resolution and UDRP compliance procedures established by ICANN and other registrars. Therefore, Customer and Via agree to comply with applicable regulations and procedures, including, without limitation (and unless prohibited by applicable regulation or procedure), the following:

• (a) If any third party initiates a UDRP proceeding or other dispute claiming ownership or rights to a domain name registered hereunder, Via may suspend DNS services pending resolution of the dispute and will comply with UDRP decisions or valid court orders without liability to Customer. As legal owner of the domain, Via will be the named respondent in any UDRP proceeding, but Via will promptly notify Customer and provide Customer a reasonable opportunity to participate in the defense and/or UDRP proceeding at Customer’s expense.
• (b) Customer may, at Customer’s sole expense, participate in or assume the defense of any UDRP proceeding related to a domain Customer is licensed to use under this Agreement. Via has no obligation to defend such proceedings on Customer’s behalf, but will reasonably cooperate with Customer’s defense efforts.
• (c) If a UDRP decision or court order requires domain transfer to a third party, Via will comply with such order. Via shall have no liability to Customer for good faith compliance with dispute resolution decisions or legal process.

Customer agrees to reimburse Via for any costs, fees, or expenses incurred in connection with any UDRP proceeding arising from Customer’s use of the domain.

Via may modify domain registration practices to comply with changes in registrar, registry, or ICANN requirements. Via will provide Customer reasonable notice of material changes affecting Customer’s rights, except where prompt compliance is required by the governing authority.

CUSTOMER ACKNOWLEDGES THAT DOMAIN REGISTRATION IS SUBJECT TO THIRD-PARTY REGISTRAR AND ICANN POLICIES BEYOND VIA’S CONTROL.

Via is the legal and beneficial owner of all domain names registered under this Agreement, subject only to applicable registrar, registry, and ICANN policies and the license granted to Customer below during the term of this Agreement. Customer acknowledges and understands that this ownership structure is disclosed in accordance with ICANN policies and registrar requirements. Customer has had the opportunity to review this ownership structure, ask questions, and consult with legal counsel. By using the Service, Customer expressly consents to this domain ownership arrangement.

During the term of this Agreement and while Customer remains in good standing (current on all payments and not in breach), Via grants Customer a non-exclusive, non-transferable, revocable license to use the domain name(s) registered hereunder solely in connection with the Service for Customer’s authorized business purposes. This license terminates automatically upon termination of this Agreement or Customer’s breach hereof.

As legal owner of the domain, Via may:

• (a) Maintain the domain in its own name throughout the term of this Agreement;
• (b) Use the domain for providing Service to Customer; and
• (c) Include the domain in any corporate transactions, financing, or asset sales, subject to Customer’s license rights during the term.

As owner of the domain name registered hereunder, Via retains all ownership rights to the domain for the duration of the license period and thereafter. Upon termination or expiration of this Agreement, Via may revoke Customer’s license to use the domain and suspend all domain services without additional notice.

Following the termination or expiration of this Agreement, Via may:

• (i) Suspend DNS and hosting services immediately and without notice to Customer;
• (ii) Allow domain registration to expire if renewal fees are not paid; and
• (iii) Retain ownership of the domain for Via’s own use or sell or transfer the domain to any third party without any payment or other liability to Customer.

3. Contact Information

As part of providing you with the Service, you are required to provide us with accurate and up-to-date information when setting up your account. During the course of our business relationship, we will communicate with you by e-mail about the Service from time to time. You agree to provide us with an e-mail address that is active and monitored on a daily basis and to check your account dashboard regularly. It is your obligation to ensure that our records accurately reflect the correct ownership and control of the Service.

By using the Service, you consent to:

• a) Receive all communications, agreements, disclosures, and notices electronically via email, posting on the website, or through your account dashboard;
• b) Electronic signatures having the same legal force and effect as handwritten signatures;
• c) All agreements and notices being provided electronically rather than in paper form; and
• d) Electronic delivery satisfying any legal requirement that communications be in writing.

You may withdraw consent to electronic communications by terminating your account in accordance with Section 4, but withdrawal does not affect the validity or enforceability of any communications, agreements, or notices sent before withdrawal. To access and retain electronic communications, you will need: (i) a device with internet access; (ii) a current web browser with cookies enabled; (iii) a valid email address; (iv) sufficient storage space to save communications or a printer to print them. If any of these requirements change, we will notify you.

4. Service Changes

Via reserves the right to amend its service offerings and add, delete, suspend, or modify the Service and Service fees at any time at its sole discretion, and reserves the right to determine whether and when any such changes apply to both existing and future customers.

Via may, without prior notice:

• Change, update, or discontinue any features or functionality of the Service;
• Impose new or modified usage limits or restrictions;
• Modify the technical infrastructure or architecture of the Service;
• Add, remove, or modify third-party integrations;
• Change API endpoints, methods, or rate limits;
• Update or change the user interface or user experience; and
• Suspend the Service for maintenance, upgrades, or repairs.

Via will endeavor to provide reasonable notice of material changes that Via believes may adversely affect Customer’s use of the Service but is not obligated to do so. Continued use of the Service after any changes constitutes acceptance of such changes.

5. Term, Termination, and Automatic Renewals

The initial term (the “Term”) of the Agreement is ten (10) years. Customer may cancel the Service at any time. If not previously canceled, this Agreement will automatically renew at the end of the Term. All Service Fees paid are earned when charged and are non-refundable. Accordingly, if cancelled, you will not be entitled to any refunds of Service Fees paid.

Via may terminate the Service and this Agreement immediately in the event of a breach of these Terms by Customer.

6. Suspension; Effect of Termination

This Agreement will remain in effect until terminated by either you or us in accordance with Section 5. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Service or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Service, without limitation, in the event of a security risk, if we are notified that you are publishing content you do not have the right to publish, or if you otherwise violate these Terms. We will endeavor to provide you with reasonable notice upon suspending or terminating part or all of the Service.

All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation the following sections in these Terms and any similar sections or provisions in the rest of this Agreement: (i) Privacy; (ii) Via Intellectual Property; (iii) Indemnification; (iv) Disclaimer of Warranty; (v) Limitation of Liability (vi) LEGAL DISPUTES: BINDING ARBITRATION/CLASS ACTION WAIVER AND CHOICE OF LAW; (vii) No Waiver; (viii) Survival; and (ix) SMS and Auto-Dialed/Pre-Recorded Calls.

Upon termination, non-payment, or cancellation:

• Access to the Service and your Site is suspended immediately;
• All Customer files and data will be retained on Via servers for sixty (60) calendar days after the effective termination date;
• Data will be permanently deleted after the 60-day retention period and will be unrecoverable for security and privacy reasons, unless Via is required under law to retain such data for a longer period;
• Customer must download and back up all files, data, content, and information before the termination effective date;
• Via has no obligation to provide data, assist with data transfer, or provide access to data after the 60-day retention period;
• No data recovery services are available after permanent deletion; and
• Customer may request data export during the 60-day retention period, but Via’s assistance is subject to the availability of appropriate personnel, and Via may charge reasonable fees for such export services.

It is the Customer’s sole responsibility to back up your files and data, including, without limitation, before requesting Cancellation or before the effective termination date. You are encouraged to keep the Service active during any transition period should you seek to forward your data or other communications from the Service to a new provider. It is your sole responsibility to request a copy of any necessary files or data prior to termination of the Service.

7. Fees and Payment

At the outset of the Term, the periodic hosting fees, any applicable initial set-up fee, and any other fee (collectively, the “Service Fees”) shall be the amount indicated by Via during the account creation process (“Account Creation”). The period for the Service Fees will be monthly unless another period is expressly agreed upon during Account Creation. The Service Fees for your first period must be paid prior to having any access to the Site created as part of the Service.

Except to the extent prohibited by applicable law, Service Fees are fully earned when due and non-refundable when paid, including but not limited to, as applicable:

• Monthly subscription fees
• Set-up fees
• Domain registration fees
• Hosting fees
• Custom development fees
• Any fees for Service already rendered

Service is provided on a prepayment basis, and the date of the initial online order for Service will set the anniversary date for all future billings of Service Fees. All payments are due in full on the period anniversary date. Failure to remit payment for Service on the anniversary date is a material violation of this Agreement. Customer agrees that Via will have the right to charge all then due Service Fees to the debit or credit card supplied by Customer at Account Creation, as the same may be updated by the Customer through the account dashboard from time to time. All payments will be made in US currency.

The Service Fees do not include any applicable sales, use, revenue, excise, tariff, value-added, or other taxes (individually and collectively “Taxes”) imposed by any taxing authority with respect to the Service provided hereunder. If applicable, all Taxes will be paid by the Customer. Where required by law, Via may include applicable Taxes or fees on its invoices, collect such Taxes and fees when it collects other Service Fee payments, and remit the amounts to the relevant tax authority. You will be responsible for collecting and timely remitting any Taxes due on products or services offered by you through your Site or through the use of the Service, and you agree to indemnify, defend, and hold Via and its officers, directors, employees, and agents harmless from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to any liability that should arise related to your failure to do so.

Via may change our Service Fees from time to time at our sole discretion. Any price changes will take effect no earlier than sixty (60) days after we provide notice to you via email or posting on the website. Your continued use of the Service after the Service Fee change takes effect constitutes your acceptance of the new price. We do not require your explicit consent to implement these changes. If you object to any such change, your sole remedy is to terminate this Agreement in accordance with Section 5.

In the event Customer fails to pay any Service Fee when due, Via reserves the right to:

• a) Suspend Service immediately upon any payment failure without prior notice;
• b) Collect late fees of 1.5% per month (or the maximum rate allowed by law, whichever is less) on all overdue amounts;
• c) Collect a fee of $35 (or the maximum allowed by law) for any returned payment due to insufficient funds;
• d) Engage collection agencies to collect unpaid amounts, and add all collection costs (including reasonable attorneys’ fees) to the amount Customer owes;
• e) Report account payment history, including both positive and negative payment history, to commercial credit reporting agencies including Equifax; and
• f) Require advance payment, or alternative payment methods like ACH or Remotely Created Check (RCC), if Customer develops a history of payment issues.

Customer remains liable for all fees incurred before termination, even if Service are suspended or terminated for non-payment or breach. Customer waives any right to dispute charges after ninety (90) days from the date of the charge.

8. Refunds

While you may cancel our Service at any time as provided in Section 5, you won’t be issued any refunds except in our sole discretion, or if legally required by applicable law.

Without limiting the foregoing, you understand and agree that no refunds will be issued for:

• Partial months of service
• Domain registration fees
• Unused features or services
• Early termination by Customer
• Termination by Via due to Customer breach
• Customer dissatisfaction with services
• Changes in Customer’s business needs

If you are dissatisfied with the Service, your sole remedy is to terminate the Agreement in accordance with Section 5.

9. Compliance with State and Federal Laws

Customer is ultimately responsible for reviewing the content published as part of the website and ensuring it is compliant with all laws, including those governing purported deceptive practices, false advertising, the Federal Trade Commission Act, state consumer protection laws, and the American Disabilities Act which protects disabled individuals, including those visiting on-line websites. Without limiting the foregoing, Customer agrees to comply with all applicable state, federal, and local laws and regulations governing the sale of goods and services, including, but not limited to the Telemarketing Sales Rule, 16 CFR Part 310 (TSR), Telephone Consumer Protection Act (TCPA), including 1-to-1 consent requirements, CAN-SPAM Act of 2003, 15 U.S.C. 7701 et seq., the Gramm-Leach-Bliley Act, 15 USC 6801 et seq., and Dodd-Frank Act, each as amended. Customer understands and will comply with legal limitations that may exist on Customer’s sale of services over the internet and telephone.

Laws are frequently added and amended, and Via disclaims any responsibility for ensuring that the websites it designs and creates for customers are compliant with current or future laws and regulations. Via will, however, use commercially reasonable efforts, at Via’s applicable rates, to accommodate any written request or direction provided by Customer to modify the Site in order to comply with applicable law.

Customer represents and warrants that Customer will not use the Service to:

• Engage in any illegal activity;
• Violate any consumer protection laws;
• Make false or misleading claims;
• Violate privacy or data protection regulations;
• Infringe on any intellectual property rights;
• Engage in deceptive trade practices; or
• Violate any industry-specific regulations applicable to Customer’s business.

10. System and Network Security

Customer will not violate or attempt to violate or circumvent the security of the Via network, servers, or systems. Customer acknowledges and agrees that Customer’s violations of system or network security will result in civil or criminal liability for Customer. Via will investigate any such violations and will cooperate fully with law enforcement authorities in prosecuting any individual or entity who is involved in such violations.

Prohibited activities include, but are not limited to:

• Attempting to gain unauthorized access to any Via systems, networks, or accounts;
• Attempting to probe, scan, or test the vulnerability of Via’s systems;
• Attempting to breach or circumvent security or authentication measures;
• Attempting to interfere with service to any user, host, or network;
• Sending unsolicited email or spam through Via’s or its subcontractors’ systems;
• Forging any TCP/IP packet header or email header information;
• Attempting to decipher, decompile, disassemble, or reverse-engineer any software comprising Via’s or its subcontractors’ systems; and
• Taking any action that imposes an unreasonable load on Via’s or its subcontractors’ infrastructure.

11. Customer’s Data and Backups

Customer is solely responsible for backing up all of its data, content, files, and information. Via will not be responsible if there is any data loss for any reason whatsoever, including but not limited to:

• Equipment failure or malfunction;
• Software errors or bugs;
• Third-party service failures;
• Cyber attacks or security breaches;
• Human error by Via personnel or subcontractors;
• Natural disasters or force majeure events;
• Termination or cancellation of Service; or
• Non-payment or suspension of Service.

Customer acknowledges that Via’s data retention practices as set forth in Section 6 are for Via’s benefit and convenience, not for Customer’s benefit, and do not constitute a backup service.

Via strongly recommends that Customer maintain independent backups of all data using third-party backup services or local storage solutions.

12. Other Customer Responsibilities

Your use of the Service must be reasonable and you may not place excessive burdens on our servers or other resources. Via reserves the right to determine what constitutes “reasonable use” and “excessive burden” in its sole discretion.

As our Customer, you are responsible for the content (“Customer Content”) you publish on or through Via, including reviewing what Via publishes to ensure it is compliant with all applicable laws and regulations. Customer Content will include content and files uploaded, submitted, stored or distributed by Customer using the Service. Customer Content also includes content of users of the Site. You also hereby acknowledge that the Site is publicly viewable and accessible on the internet.

Customer grants Via a royalty-free, non-exclusive, worldwide right and license to reproduce, copy, use, modify, create derivative works of, display, perform and distribute Customer Content, and to make archival or backup copies of the Customer Content to provide and operate the Service and the Site. Via acknowledges that they are not acquiring any exclusive right, title or interest in or to the Customer Content, all of which shall remain with the Customer.

a. Only Use Content You Are Allowed To Use

You represent and warrant that you own all rights to your Customer Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your Customer Content via the Site and in the manner set forth in this Agreement. If we, or our subcontractors, use your Customer Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including, without limitation, any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets, or any other intellectual property or proprietary rights. You acknowledge that content on the Service may be protected by others’ intellectual property, trade secret or other rights. You agree not to copy, upload, download or share content we make available except in the manner we expressly inform you in writing that you are permitted.

b. Share Responsibly

The Service let you share Customer Content, including, without limitation, on social media and the open web. Please think carefully about your Customer Content and do not post or permit the posting of Customer Content that is inappropriate to be shared. We’re not responsible for what you or your users share via the Site or Service.

c. Your Site And Your End Users Are Your Responsibility

Your Site may have its own visitors, customers, and users (“End Users”). You understand and agree that:

• (a) The content and use of your Site and your End Users are solely your responsibility;
• (b) You’re solely responsible for providing products, services and support to your End Users;
• (c) You’re solely responsible for compliance with any laws or regulations related to Your Site and/or your End Users, including but not limited to privacy laws, accessibility laws, consumer protection laws, and industry-specific regulations;
• (d) You are responsible for all interactions, transactions, and disputes between you and your End Users;
• (e) Via may include boilerplate terms of service, privacy policies, and other legal notices (“Sample Terms”) for your End Users as a placeholder point when we provide you the Site. However, Via is not engaged in the practice of law and is not your legal counsel. The Sample Terms provided by Via do not constitute legal advice, and no attorney-client relationship is created. Customer should consult its own legal counsel regarding these documents; and
• (f) You must implement appropriate security measures to protect End User data.

d. Prohibited Conduct

You may use the Service only for lawful purposes. You will not transmit, process, use, publish, distribute, sell, or store any content, data, information, or material in violation of any applicable law, or regulation. The following non-exhaustive list details the kinds of illegal or harmful conduct that are prohibited. Via reserves the right to restrict or prohibit any and all uses of the Service or content on your Site and to remove such materials from its servers, which Via determines in its sole discretion is harmful to its servers, systems, network, reputation, goodwill, other Via customers, or any third party.

• Defamation. You agree not to post or transmit any content in violation of any applicable law of libel or defamation, or the like.
• False advertising. You agree not to post or transmit on or through any Service any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations.
• Copyright/Trademark Infringement. You agree not to transmit, process, use, publish, distribute, sell, or store on or through the Service any content in a manner that infringes or misappropriates the intellectual property rights or other proprietary rights including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right of another person or entity or use the same without proper authorization. You are aware that infringement may result from, among other activities, the unauthorized copying and posting of pictures, logos, software, articles, musical works, and videos, even if such material is generally publicly available.
• Offensive Materials. You agree not to transmit, publish, distribute, sell, store or host material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable, as determined by Via in its sole discretion.
• Export Violations. You agree not to post or send software or technical information in violation of U.S. export laws, including, without limitation, the Export Administration Act and the Export Administration Regulations maintained by the Department of Commerce.
• Harmful Content. You agree not to disseminate or host harmful content including, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information.
• Fraudulent Conduct. You will not engage in any fraudulent conduct as determined by Via in its sole discretion, including without limitation, (x) not using the Site to offer or disseminate fraudulent goods, services, schemes, or promotions (i.e., make money fast schemes, chain letters, pyramid schemes), (y) furnishing false data on any signup form, contract or online application or registration, or (z) making fraudulent, questionable or illegal use of any information obtained through the use of the Service, including without limitation, use of credit card numbers.
• False Pretenses. You agree not to use the Site or the Service to impersonate any person or communicate under a false name or a name that you are not entitled or authorized to use in all forms of online communication. You will not attempt to register or gain control of any domain name that comprises the trademark of a third party or that you know or reasonably should know is owned by a third party.
• Failure to Abide by Third-Party Website Policies. You agree not to violate the rules, regulations, or policies that apply to any third-party network, server computer database, or website that you link to or access by or through the Site or Service.
• Pornography. You agree not to use the services to share or provide visual depictions of “sexual intercourse” and/or “sexually explicit conduct”.
• Distribution of Viruses. You agree not to intentionally or negligently distribute any software, code, library or other material that attempts to and/or causes damage or annoyance to persons, data, and/or computer systems.
• Unauthorized access. You agree not to use the Site or Service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the unauthorized access, theft, corruption or loss of data.
• Collection of personal data. You agree not to use the Site or Service to collect, or attempt to collect, personal information about third parties without their knowledge or consent or in violation of any applicable law.
• Reselling the services. You agree not to resell the Site or any portion of the Service without Company’s express prior written consent.
• Network disruptions and unfriendly activity. You agree not to use the Site or Service for any activity which adversely affects the ability of other people or systems to use Company’s Service or the Internet. This includes “denial of service” (DoS) attacks against another network host or individual user. Interference with or disruption of other network users, network services or network equipment is prohibited. It is your responsibility to ensure that their network is configured in a secure manner.
• Spamming. You agree not to use the Service or Site to engage in unsolicited commercial email or “spam” ad violating the CAN-SPAM Act of 2003. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam”, such as (i) sending mass email to recipients who haven’t requested email from you or with a fake return address, (ii) promoting a site with inappropriate links, titles, descriptions, or (iii) promoting your Site by posting multiple submissions in public forums that are identical.
• Manipulation. You agree not to use the Service as a forwarding service to another website or to fraudulently manipulate Google or other SEO ranking or Facebook or other social networking or website “likes” and similar voting mechanisms.
• Improper Sales. You agree not to use the Service to offer or sell any products or services that are illegal, infringe on the rights of others, are inappropriate/offensive/violent/sexually explicit, or are intended to be used as weapons.

e. Your Content Is Your Responsibility

You understand and agree that:

• (a) Your Customer Content, including videos, photos, testimonials, text, graphics, and all other materials, is your sole responsibility;
• (b) You’re solely responsible for compliance with any laws or regulations related to such Customer Content, including copyright laws, trademark laws, privacy laws, and defamation laws;
• (c) Your ability to create, share or otherwise use Customer Content may be limited by the extent to which you had to obtain a license to use your Customer Content or by third-party rights;
• (d) You must obtain all necessary rights, licenses, consents, and permissions before using any content in your Customer Content;
• (e) You must maintain records of all such rights, licenses, consents, and permissions.

We are not liable for, and won’t provide you with any legal advice regarding, your Customer Content. Customer is solely liable for any claims arising from Customer Content.

13. Our Rights

Via must at all times have the ability to control its Platform and Service.

a. Important Things We Can Do

We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law):

• (a) We may change parts or all of the Service and their functionality;
• (b) We may suspend or discontinue parts or all of the Service;
• (c) We may terminate, suspend, restrict, or disable your access to or use of parts or all of the Service;
• (d) We may terminate, suspend, restrict, or disable access to your Accounts or parts or all of your Site or your Customer Content;
• (e) We may change our eligibility criteria to use the Service;
• (f) We may impose new or different limits on the use of the Service.

b. Ownership Disputes

To the extent that there is ever a dispute over the rightful owner of an account, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful account or site ownership and to transfer an account or site to such owner. Such decision shall be deemed final and without recourse against Via. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an account or Site until the disputing parties reach a resolution. We also may request, and you agree to provide upon request, documentation, such as a government-issued photo ID, credit card invoice, business registration documents, or business license, to help determine the rightful owner.

c. Content Moderation

We reserve the right in our discretion, but have no obligation, to:

• (i) Monitor, review, or moderate any Customer Content at any time;
• (ii) Remove, disable, or restrict access to any Customer Content that violates these Terms, violates applicable law, or that we deem inappropriate, harmful, or objectionable for any reason;
• (iii) Remove or disable any content that infringes third-party intellectual property rights;
• (iv) Suspend or terminate Service if Customer Content creates legal risk, reputational harm, or potential liability for Via;
• (v) Preserve and disclose any Customer Content or account information as required by law or legal process;
• (vi) Cooperate with law enforcement or regulatory authorities regarding Customer Content or Customer’s use of the Service.

We have no obligation to pre-screen Customer Content, and our review or failure to review Customer Content does not constitute an endorsement or approval of such content. The existence of content moderation rights does not create any duty or obligation to moderate content.

d. Publicity and Marketing

Via may publicly disclose Customer as a customer and user of Via’s services, including by: (a) issuing press releases announcing the business relationship; (b) including Customer’s name and logo in Via’s client lists, marketing materials, and website; (c) making factual statements about Customer’s use of Via’s services; and (d) placing a “Powered by Via” or similar phrase on the Site. Via will provide Customer with reasonable advance notice and an opportunity to review any press release specifically focused on Customer prior to publication.

14. Termination for Violation

We reserve the right to immediately suspend the Service and/or terminate this Agreement without notice or opportunity to cure:

• (i) For a violation of any of our policies, including those incorporated by reference;
• (ii) For your failure to pay any amounts due;
• (iii) For any breach of these Terms;
• (iv) For any conduct that creates legal risk or liability for Via;
• (v) For any conduct that harms or could harm Via’s reputation, business, or other customers;
• (vi) If we determine, in our sole discretion, that continuing the Site or Service would be unlawful or inadvisable.

This right of termination is without prejudice to any other rights we may have. You are not entitled to any type of notice or protest should we decide to exercise these rights, nor will you receive a refund of any Fees. You will remain liable for all amounts owed through the date of termination and for any damages caused by your breach of this Agreement.

15. Customer Representations and Warranties

Customer represents and warrants to Via that:

• (a) The Customer Content and any information and materials contained therein does not, and will not, (i) infringe or misappropriate, directly or indirectly, any copyright, trademark, patent, or any other proprietary right of a third party, (ii) violate any criminal laws and will only be used for lawful purposes, (iii) constitute false advertising, defamation, an invasion of privacy, violate a right of publicity or violate any other law or regulation, or (iv) contain and will at all times remain free of computer viruses, trojan horses, worms, and other malicious code;
• (b) Customer will fully comply with applicable laws and regulations including, but not limited to, the Telemarketing Sales Rule, 16 CFR Part 310 (TSR), Telephone Consumer Protection Act (TCPA), CAN-SPAM Act of 2003, 15 U.S.C. 7701 et seq., the Gramm-Leach-Bliley Act, 15 USC 6801 et seq, Americans with Disabilities Act, and all applicable privacy laws, each as amended;
• (c) Customer has the knowledge necessary to use the Service;
• (d) Customer understands and appreciates the risks inherent from accessing the Internet;
• (e) Customer has full authority to enter into this Agreement on behalf of Customer’s business entity and to bind such entity to these Terms;
• (f) If Customer is an employee or contractor, Customer has obtained proper authorization from their employer/client to engage Via’s Service and to bind such employer/client to these Terms;
• (g) All information provided to Via is accurate, current, and complete;
• (h) Customer will promptly notify Via of any changes to information provided to Via; and
• (i) Customer has reviewed and agrees to comply with the Privacy Policy.

Customer represents, warrants, and covenants that:

• (a) Customer will not request registration of any domain name that Customer does not have the legal right to use or that would infringe third-party rights;
• (b) Customer’s use of the licensed domain does not and will not infringe any third-party trademark, service mark, trade name, or other intellectual property or proprietary rights;
• (c) Customer will comply with all applicable registrar, registry, and ICANN policies, including, without limitation, the Uniform Domain-Name Dispute-Resolution Policy (UDRP) in Customer’s use of the domain;
• (d) Information provided to Via regarding domain registration is and will remain accurate, current, and complete, and Customer will promptly update any changes by notifying Via in writing;
• (e) Customer will not use the domain name for illegal purposes, spam, phishing, or malware distribution;
• (f) Customer will respond promptly to communications from Via regarding domain management and renewal;
• (g) Customer acknowledges and agrees that Via is the legal owner of all domains registered under this Agreement and that Customer receives only a license to use such domains during the term. Customer will not take any action inconsistent with Via’s ownership, including attempting to transfer, sell, or encumber the domains without Via’s prior written consent.

Customer will indemnify, defend, and hold Via and its officers, directors, employees, and agents harmless from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:

• (a) Customer’s selection of the domain name or Customer’s use of the licensed domain;
• (b) trademark or intellectual property infringement claims by third parties related to the domain name;
• (c) ICANN, UDRP, or registrar disputes or proceedings related to the domain;
• (d) third-party claims regarding domain ownership or rights arising from Customer’s use;
• (e) Customer’s breach of representations, warranties, or covenants in this Agreement; or
• (f) Customer’s violation of applicable laws, regulations, or third-party rights in connection with the domain name or Customer’s use thereof.

16. Privacy

Our Privacy Policy explains how we collect, use and share your personal information for our own purposes. You must comply with privacy and data protection laws when using the Service, such as when you collect others’ personal information or use cookies or similar technologies (including those we provide as part of the Site, such as for web analytics).

a. Privacy Policy

By using the Service, you confirm that you have read and understood our Privacy Policy. You acknowledge that the Privacy Policy is subject to change from time to time, as set forth in the Privacy Policy.

b. You Must Comply with Data Protection, Security and Privacy Laws

You agree and warrant that you are solely responsible when using your Site or the Service for complying with applicable data protection, security and privacy laws and regulations (nationally and internationally), including, but not limited to, any notice and consent requirements.

• i. Privacy Policies. Although we may provide boilerplate text as a placeholder for your privacy policy when we provide the Site, it is Customer’s sole responsibility to finalize and make available to your End Users on your Site a legally compliant privacy policy that accurately describes your data collection, use, and sharing practices.
• ii. Cookies and Similar Technologies. Although we may provide boilerplate text as a placeholder for your cookie policy when we provide the Site, if applicable law requires, you must provide and make available to your End Users on Your Site a legally compliant cookie policy. You must capture valid consent, both for you and us, for any cookies or similar technologies used on or through your Site (including those we drop on your request or with your permission).

c. Industry Specific Compliance

If your offering of the Site use of the Service requires you to comply with industry-specific regulations applicable to such use, such as HIPAA, GLBA, FERPA, PCI-DSS, or other industry-specific regulations (each, an “Industry-Specific Regulation”), you will be solely responsible for such compliance, except to the extent we agreed with you in writing otherwise. You are not permitted to use the Site or Service in any way that would subject Via to industry-specific regulations without obtaining our prior written agreement which consent may be withheld in Via’s sole discretion.

Unless Customer has obtained a separate written agreement from Via specifically authorizing such use, Customer specifically represents and warrants that Customer will not:

• Process, store, or transmit protected health information (PHI) as defined by HIPAA;
• Process, store, or transmit payment card information unless PCI-DSS compliant; or
• Process, store, or transmit educational records subject to FERPA.

d. Protect and Improve the Service

You agree that we may develop, provide, protect and improve the Service and other services we may offer in the future through analysis of your use of the Service and/or your End Users’ use of your Site in anonymized, pseudonymized, de-personalized and/or aggregated form. If applicable law requires, you must explain this in your privacy policy. See our Privacy Policy for more information about how and what we do in this regard.

17. Via Intellectual Property

The Via Platform, the software and technology used to provide the Service, the trademarks and service marks used by Via in conjunction with the Service, the procedures, wireframes, interfaces, applications, data, forms, reports and documentation related to the Service and all content provided by or on behalf of Via for use in conjunction with the Service, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software (any or all of the foregoing, collectively, the “Via Technology”), is the property of Via or its content suppliers and is protected by United States and international copyright laws.

Via grants to Customer a non-exclusive, non-transferable, royalty-free license, during the term of this Agreement, to use Via Platform solely for the purpose of accessing and using the Service in accordance with their documentation for Customer’s own business purposes, which may not include third-party website development or hosting. Customer may not use the Via Technology for any purpose other than accessing and using Service for which Customer has paid Via the applicable fees. Except for the rights expressly granted herein, this Agreement does not transfer from Via to the Customer any intellectual property rights in the Via Technology.

All trademarks, service marks, logos, trade names, and any other proprietary designations of Via used on or in connection with the Service are trademarks or registered trademarks of Via. Customer may not use any Via trademarks without Via’s prior written consent. Any use by Customer of a Via trademark shall inure to Via’s benefit.

Customer acknowledges that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted hereunder, Customer agrees not to and not to attempt to:

• Copy, modify, or create derivative works of the Service;
• Reverse engineer, decompile, or disassemble the Service;
• Remove any proprietary notices from the Service;
• Use the Service to develop competing products or services;
• License, sell, rent, lease, transfer, or otherwise commercialize the Service.

18. Independent Contractor

Via and Customer are independent contractors. Nothing contained in the Agreement places Via and Customer in the relationship of principal, agent, partner, joint ventures, employer-employee, or franchisor-franchisee. Neither party may represent itself as having any authority to make contracts or enter into any agreements in the name of the other party, or to bind the other party in any manner whatsoever.

19. Feedback

Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Customer sends to Via relating to the Service (“Feedback”) will be treated as being non-confidential and non-proprietary. Via may use, disclose or publish any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products and services incorporating such Feedback. Customer grants Via a perpetual, irrevocable, royalty-free, worldwide license to use, modify, reproduce, distribute, perform, publish, disclose and otherwise commercialize and exploit any Feedback without any obligation to Customer.

20. Hardware and Software

You are responsible for and must provide all Internet connectivity services, computers, software, hardware, and other services necessary for you to access Via servers and Service. Via makes no representations, warranties, or assurances that Customer’s equipment will be compatible with Via services.

Without limiting the foregoing, Customer is responsible for:

• Maintaining adequate internet bandwidth and connectivity;
• Ensuring compatible web browsers and operating systems;
• Maintaining anti-virus and security software;
• Protecting Customer’s own systems and data;
• Backing up all data and content;
• Obtaining all necessary licenses for software Customer uses.

21. Indemnification and Hold Harmless

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Via and its affiliates and its and their directors, officers, employees, agents, contractors, successors, and assigns from and against all damages, losses, liabilities, costs, claims, demands, fines, awards, penalties, and expenses of any kind (including without limitation reasonable attorneys’ fees and costs) (collectively, “Losses”) arising out of or related to:

• (a) Your breach of this Agreement or any representations or warranties contained herein;
• (b) Your Customer Content and the activities advertised by you using the Site;
• (c) Any claims by, on behalf of or against your End Users;
• (d) Your violation of any law or regulation or the rights or good name of any third party;
• (e) Any claims from tax authorities in any country in relation to the operations advertised on your Site, including without limitation your sales to individual consumers (including distance sales) and other operations for which Via may be alleged to be jointly or severally liable;
• (f) Your violation of any third-party intellectual property rights;
• (g) Any claims related to accessibility, ADA compliance, or discrimination arising from your Site or the services you advertise thereon;
• (h) Any claims related to privacy violations, data breaches, or GDPR/CCPA non-compliance arising from your Site or the services you advertise thereon;
• (i) Any products or services you sell through your Site;
• (k) Your failure to obtain necessary rights, licenses, or permissions for Customer Content.

Your indemnification obligations under this Section shall not apply to the extent the Losses are directly caused by Via’s willful misconduct or gross negligence.

You agree to reimburse Via on demand for any Losses paid or incurred by Via (including reasonable attorneys’ fees) in defending any claim subject to indemnification. Via reserves the right to assume exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with Via’s defense of such claim.

22. Disclaimer of Warranty

Customer agrees to use the Service, the Via Technology, and any information obtained through or from Via, at Customer’s own risk. Customer acknowledges and agrees that Via exercises no control over, and accepts no responsibility for, the content of the information passing through Via’s host computers, network, or the Internet.

VIA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING:

• (a) The availability, allocation, or continued registration of any domain name;
• (b) Domain name availability searches or trademark clearance;
• (c) Third-party trademark or other intellectual property claims;
• (d) Actions, policies, fees, or service interruptions by domain registrars, registries, or ICANN;
• (e) Domain name value, traffic, search engine rankings, or associated goodwill;
• (f) Technical functionality, DNS propagation timing, or email deliverability; or
• (g) Domain name recovery if allowed to expire or deleted by registrar.

THE VIA TECHNOLOGY AND SERVICE ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NONE OF VIA, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, LICENSORS OR THE LIKE (“VIA PERSONS”) MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICE OR VIA TECHNOLOGY.

NO VIA PERSON MAKES ANY WARRANTIES THAT THE SERVICE WILL BE INTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES.

VIA IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER’S USERS VIA THE SERVICES PROVIDED BY VIA.

NO ADVICE OR WRITTEN INFORMATION GIVEN BY ANY VIA PERSON WILL CREATE A WARRANTY; AND YOU AGREE THAT YOU HAVE NOT RELIED ON ANY SUCH INFORMATION OR ADVICE IN ENTERING INTO THIS AGREEMENT.

The terms of this section shall survive any termination of this Agreement.

23. Additional Disclaimers

AI-Generated Content Disclaimer

Via uses artificial intelligence and machine learning technologies to create, design, and generate content for websites. Customer acknowledges and agrees that:

• (a) AI-generated content may contain errors, inaccuracies, or inconsistencies;
• (b) AI-generated content may not be suitable for all purposes or comply with all legal requirements;
• (c) AI-generated content may inadvertently incorporate copyrighted material, trademarked terms, or other protected intellectual property;
• (d) Customer is solely responsible for reviewing, editing, and approving all AI-generated content before publication;
• (e) Via makes no warranties regarding the accuracy, completeness, legality, or appropriateness of AI-generated content;
• (f) Customer must independently verify all facts, claims, and statements in AI-generated content;
• (g) AI technology is evolving and results may vary over time.

Accessibility Disclaimer

Via does not warrant that its Service, including the Site it creates, complies with the Americans with Disabilities Act, Section 508, WCAG guidelines, or any other accessibility regulations or standards. Certain features of the Service rely on artificial intelligence when creating the Site. It is Customer’s sole responsibility to review the Site and work with their independent legal counsel and accessibility consultants to ensure compliance with all laws and regulations.

SEO and Search Engine Disclaimer

Via disclaims any responsibility for Google or other search engines blacklisting Customer if an SEO strategy becomes unfavored, penalized, or violates search engine guidelines. Similarly, Via disclaims responsibility for any associated reputational harm to Customer in connection with the Service.

Via makes no guarantees, representations, or warranties regarding:

• Search engine rankings or visibility;
• Website traffic levels, sources, or quality;
• Conversion rates or business results from SEO efforts;
• Compliance with current or future search engine guidelines;
• Protection from search engine penalties, algorithm changes, or de-indexing;
• Effectiveness of any particular SEO technique or strategy;
• Maintenance of any particular ranking or traffic level.

Customer acknowledges that:

• Search engine algorithms change frequently and unpredictably;
• Techniques that are effective today may be penalized tomorrow;
• SEO results are not guaranteed and may fluctuate or disappear entirely;
• Competitors, algorithm updates, and other factors beyond Via’s control affect rankings;
• Recovery from search engine penalties may be difficult or impossible.

Third-Party Services Disclaimer

Via makes no warranties regarding the availability, reliability, security, or performance of any third-party services used in connection with the Site or Service. Third-party service interruptions, price increases, policy changes, data breaches, or discontinuation of services are beyond Via’s control.

24. Limitation of Liability

Customer agrees that no Via Person, under any circumstances, shall be held responsible or liable for situations where the Site or Service are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to Via at the time) which may exist in the Service or Via’s equipment used to provide the Service.

Under no circumstances, including negligence, shall any Via Person be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Customer, any of its users, or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if Via has been advised of the possibility of such damages. This includes, but is not limited to, reputational issues and if Customer’s domain is blacklisted.

No Via Person shall be liable to the Customer, any of its users, or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Service, or that results from periodic updates, bug fixes, mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to Via’s records, programs, equipment, or services.

IN NO EVENT WILL VIA’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THE SERVICE, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, EXCEED THE AGGREGATE ACTUAL SERVICE FEES PAID TO VIA BY CUSTOMER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

VIA CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. VIA WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF DATA, INFORMATION, OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.

WITHOUT LIMITING THE FOREGOING, VIA SHALL NOT BE LIABLE FOR:

• Any AI-generated content errors, inaccuracies, or legal non-compliance;
• Any accessibility compliance failures or ADA violations;
• Any search engine penalties, ranking losses, or traffic decreases;
• Any third-party service failures, breaches, or interruptions;
• Any data breaches or security incidents affecting Customer data;
• Any losses resulting from Customer’s failure to back up data;
• Any business losses, lost profits, or lost opportunities;
• Any reputational harm or business interruption;
• Any claims by End Users or third parties.

The terms of this section shall survive any termination of this Agreement.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

25. Legal Disputes: Binding Arbitration/Class Action Waiver and Choice of Law

This arbitration provision is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. ¬ß 1 et seq. and not by any state rule or statute governing arbitration. The subject Terms shall be governed by the laws of the State of Florida, without regard to any conflict of laws provisions.

Informal Dispute Resolution

In the event of any controversy, claim, or dispute between the parties and anyone else named as a defendant or respondent in such claim arising out of or relating to this Agreement, except for failure to pay an undisputed payment when due, the parties agree to first attempt to resolve all issues informally. Customer must first contact Via at info@via.site and attempt to resolve the dispute informally for at least sixty (60) days before initiating any formal dispute resolution procedures.

Mediation

If informal resolution fails or if the matter involves a failure to pay an undisputed fee when due, the parties agree to first attempt to resolve all issues with the assistance of a certified mediator, with each party bearing their own costs and agreeing to mediate via live video call for at least 30 minutes, including the attendance of a Via representative. The parties will mutually select a mediator and schedule mediation within 30 days of a party’s request for mediation.

Binding Arbitration

In the event there is no resolution through informal dispute resolution and mediation, the parties agree to resolve such outstanding dispute solely through the use of binding arbitration, administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures.

Any such arbitration shall take place within Miami-Dade County, Florida or such location as the parties may agree, and be conducted by a mutually-agreed-upon arbitrator. If the parties cannot agree on an arbitrator within 30 days, JAMS will appoint an arbitrator. The arbitrator shall be neutral, independent, and shall comply with all applicable codes of ethics.

The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of these Terms and of this arbitration requirement. The award rendered by the arbitrator shall be final, binding on all parties, but subject to further proceedings governing arbitration awards in accordance with the Federal Arbitration Act.

The parties further agree that either party may bring claims against the other only in his/her or its individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding. Further, the parties agree that the arbitrator may not consolidate proceedings of more than one person’s claims, and may not otherwise preside over any form of representative or class proceeding unless Via specifically requests that multiple separate claims be arbitrated and defended as consolidated proceedings.

The parties shall share the cost of arbitration (not including attorneys’ fees) equally. Each party shall bear its own attorneys’ fees unless the arbitrator awards attorneys’ fees pursuant to applicable law.

Important Arbitration Information

Binding arbitration means that the parties give up the right to a trial by a jury and their rights to have a dispute resolved in a court of law. It also means that both parties give up the right to appeal from the arbitrator’s ruling except for a narrow range of issues that can be appealed under the Federal Arbitration Act, that discovery may be severely limited by the arbitrator, and that certain remedies such as statutory injunctions and fee shifting which may be available in a court of law may not be available in arbitration. In addition, the parties also give up the right to bring any claims on a consolidated or class basis in the arbitration unless Via specifically requests that multiple arbitrations be consolidated.

Class Action Waiver

BOTH PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND VIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exception for Equitable Relief

Notwithstanding the foregoing, nothing in this Section shall prevent Via from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Via’s intellectual property rights, trade secrets, or confidential information or the ongoing or threatened breach of this Agreement.

Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. To the extent any claim is not subject to arbitration, you agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in Miami-Dade County, Florida.

26. Force Majeure

Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including and without limitation:

• Fire, flood, earthquake, or other acts of God;
• Pandemics, epidemics, or public health emergencies;
• Labor disputes, strikes, or lockouts;
• Accidents or equipment failures;
• Acts of war, terrorism, or civil unrest;
• Acts of government or other legal order;
• Interruptions of transportation or communications;
• Supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder;
• Third-party service failures or interruptions;
• AI/ML service interruptions or failures;
• Cloud service outages or degradation;
• Cyber attacks, DDoS attacks, or other security incidents;
• Internet or telecommunications failures;
• Power outages or utility failures;
• Any failure of third-party technology providers or infrastructure.

The party affected by force majeure shall promptly notify the other party and use commercially reasonable efforts to minimize the impact of such event. If force majeure continues for more than 90 days, either party may terminate this Agreement upon written notice.

27. Reciprocal Warranties

We each warrant to the other that:

• (i) We have the power, authority and legal right to enter into this Agreement;
• (ii) We have the power, authority and legal right to perform our obligations under this Agreement and all incorporated provisions;
• (iii) This Agreement constitutes a legal, valid, and binding obligation, enforceable against us in accordance with its terms;
• (iv) The execution and performance of this Agreement does not conflict with any other agreement to which we are a party.

28. Assignment

This Agreement may be freely assigned by Via to any successor, affiliate, or purchaser of Via’s business or assets. It may not be assigned by you without the prior written consent of Via, which consent may be withheld in Via’s sole discretion. This Agreement shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties. Any attempted assignment in violation of this Section shall be null and void.

29. No Waiver

No waiver of rights under this Agreement, or any other Via policy, shall constitute a subsequent waiver of this or any other right under this Agreement. Via’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or the right to enforce it. Any waiver must be in writing and signed by an authorized representative of Via to be effective.

30. Contact Us

We welcome your feedback or suggestions. If you would like to contact us, please email us at info@via.site.

For legal notices and/or formal disputes, you must send written notice to:

VIA AI Growth LLC
2875 South Orange Avenue, Suite 500
Orlando, FL 32806-5471
Attn: Legal Department
Email: info@via.site

All notices to Via must be sent via email to the address above and via certified mail, return receipt requested, to be considered effective.

Via may provide notices to Customer via:

• Email to the address on file;
• Posting on the website or in Customer’s account dashboard;
• U.S. Mail to the address on file.

Notices to Customer are effective upon sending (for email) or posting (for website/dashboard notices).

31. SMS and Auto-Dialed/Pre-Recorded Calls

By providing your contact information and transacting business with Via, you expressly request to receive information via telephone call, email and text/SMS message (including through the use of an automatic telephone dialing system or artificial/prerecorded voice, even if your telephone number(s) is/are currently listed on any state, federal or corporate Do Not Call list).

Consent is not a requirement for purchasing future goods or services that Via is offering. Standard text message rates and cellular data charges apply. You may opt out by replying “STOP” to any message that you receive or by contacting us at info@via.site.

You agree that Via may contact you, without limitation, regarding:

• Account information and Service updates;
• Billing and payment matters;
• Technical support and troubleshooting;
• Marketing and promotional offers (which you may opt out of);
• Important legal or policy changes.

32. SMS Marketing Program Terms

The following terms apply specifically to Via AI Growth LLC’s SMS Marketing Program and supplement Section 31 (SMS and Auto-Dialed/Pre-Recorded Calls).

Program Description

Via AI Growth LLC (“Via” or “Via.site”) offers an SMS Marketing Program that provides marketing and promotional messages related to our products, services, offers, announcements, and updates.

Message Frequency

Message frequency may vary.

Cost

Message and data rates may apply depending on your mobile carrier and service plan. Via does not charge for sending text messages, but your carrier may charge standard messaging or data rates.

Opt-In

You may opt in to receive SMS messages through website forms, keyword enrollment (such as texting “START”), account registration, or other consent mechanisms where SMS disclosures are presented.

Consent to receive marketing text messages is not required as a condition of purchasing any goods or services.

Opt-Out

You may cancel the SMS service at any time by replying STOP to any SMS message you receive from Via.

After you send STOP, we will send a confirmation message to confirm that you have been unsubscribed. After this confirmation, you will no longer receive SMS messages from us unless you opt in again.

Help

If you need assistance, reply HELP to any message or contact us at info@via.site.

Carrier Disclaimer

Carriers are not liable for delayed or undelivered messages.

SMS services may not be available on all carriers or devices. Delivery is subject to effective transmission by your mobile carrier and is not guaranteed by Via.

Privacy

Your participation in the SMS Marketing Program is also governed by our Privacy Policy available at:

https://via.site/templates/via/privacy-policy.html

If you have any questions regarding privacy, please read our privacy policy:

https://via.site/templates/via/privacy-policy.html

33. Miscellaneous

By agreeing to these Terms, you also agree that from time to time, as a benefit to you, Via and/or its affiliates may provide you with a summary of your business, including what is known as a Business Health Score (collectively, the “BHS”). The BHS is intended solely to aid in understanding and assessing your business’s risk profile. Please be advised that any BHS presented to you is proprietary and has been developed exclusively for informational purposes, and should not and cannot be relied upon by any external parties for any purpose.

This BHS is designed to evaluate various risk factors associated with your business operations based on available data and information you may have provided. Note that the BHS does not constitute financial, tax, investment, or legal advice. For any tax-related matters, investment advice, or legal decisions, you should consult with qualified professional(s) who can provide advice tailored to your specific business situation. We make no present or future representations as to the accuracy or usefulness of the BHS.

34. Entire Agreement and Severability

This Agreement, together with the Privacy Policy incorporated by reference, represents the entire agreement between the parties and supersedes all previous agreements, understandings, and discussions, whether written or oral, relating to your relationship with Via and your use of the Service and the Platform. Note that this Agreement does not supersede any agreement you may have with One Park Financial LLC or its affiliates and/or subsidiaries.

All rights and restrictions contained in the Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid, or unenforceable.

If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

In the event of unenforceability of the universal Class Action/Jury Trial Waiver provision, the entire arbitration agreement shall be unenforceable.

35. Headings

The section headings in this Agreement are for convenience only and have no legal or contractual effect.

36. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original signatures.

37. Confidentiality

Customer acknowledges that in the course of receiving Service, Customer may have access to or become aware of confidential or proprietary information of Via, including but not limited to technical processes, business methods, pricing information, and customer lists. Customer agrees to maintain the confidentiality of such information, not to use such information except as reasonably necessary for Customer’s permitted use of the Service and not to disclose it to any third party without Via’s prior written consent.

This confidentiality obligation shall survive termination of this Agreement for a period of ten (10) years.

PLEASE PRINT AND RETAIN A COPY OF THESE TERMS OF SERVICE FOR YOUR RECORDS.

BY USING VIA’S SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.