THIS TERMS OF SERVICE AGREEMENT (this "Agreement") is made between JTECH Global Enterprises, Inc. ("JTECH") and any person or company ("User") that opens, maintains, registers for, accesses, or uses an account with JTECH for any of its interactive online services, software products, messaging platforms, web-based applications, or related services, each referred to herein as the "Service".

THIS AGREEMENT IS A "CLICK-WRAP" AGREEMENT. By clicking the box on the Service Registration page under "Terms and Conditions," by creating an account, or by accessing or using the Service, User agrees to be bound by all of the terms of this Agreement.

Where applicable in accordance with Section 4(e) of this Agreement, Appendix A forms part of this Agreement and will have the same force and effect as if set out in the body of this Agreement. Any reference to this Agreement will include Appendix A where applicable.

(a) Description. The Service allows User to contact waiting customers, guests, patients, patrons, staff, or other recipients using web-based communication tools, messaging tools, paging workflows, reservation workflows, waitlist workflows, appointment workflows, order notification workflows, pickup workflows, table management workflows, or other related communication features through a standard web browser or compatible JTECH-supported system. The Service is proprietary to JTECH and is protected by state and federal intellectual property laws and international intellectual property treaties. User's access to the Service is licensed and not sold. Subject to the terms and limitations set forth in this Agreement, including timely payment of any applicable fees, JTECH agrees to provide User with a personal, non-transferable and non-exclusive account enabling User to access and use the Service.

(b) SMS Messaging Disclosure and Compliance. If User uses SMS, text messaging, paging, waitlist, reservation, order notification, appointment notification, pickup notification, table management, or similar messaging features through the Service, User is responsible for providing all disclosures and obtaining all consents required by applicable law, carrier requirements, industry guidelines, and JTECH policies.

Messages sent through the Service may include transactional or service-related notifications requested by or related to the recipient, such as waitlist updates, reservation updates, appointment updates, order-ready notifications, pickup notifications, table-ready notifications, service status updates, or similar service communications. Message frequency varies based on service activity. Message and data rates may apply. Text STOP to cancel where supported. Text HELP for help, email wecare@jtech.com, or call 1-800-321-6221. Mobile carriers are not liable for delayed or undelivered messages.

User may not use transactional messaging features to send marketing, promotional, advertising, solicitation, donation, political, or unrelated content unless such use has been separately approved by JTECH and properly registered with the applicable messaging providers, carriers, campaign registries, or other required entities. User is responsible for the content of all messages sent through the Service and for ensuring that such content complies with applicable law, carrier requirements, messaging requirements, and JTECH policies.

(c) Accessibility. User agrees that from time to time the Service may be inaccessible, delayed, interrupted, limited, suspended, filtered, blocked, or inoperable for any reason, including but not limited to equipment malfunctions, software updates, periodic maintenance procedures, carrier actions, third-party provider issues, network issues, compliance reviews, registration requirements, or causes beyond the reasonable control of JTECH. JTECH shall have no liability or responsibility to User if the Service is inaccessible, delayed, interrupted, limited, suspended, filtered, blocked, or inoperable for any reason.

(d) Password; Equipment. User shall be solely responsible for any and all acts or omissions that occur under User's account or password. User shall be solely responsible for providing, maintaining, and ensuring compatibility with the Service and all hardware, software, electrical, network, browser, telecommunications, Internet access, and other physical or technical requirements for User's use of the Service. User is responsible for maintaining the security and confidentiality of all passwords associated with User's account and for all activities that occur under User's account. If User becomes aware of any unauthorized, suspicious, or illegal use of any password or account, User shall immediately notify JTECH.

(a) Use of Service. JTECH grants to User a non-exclusive, non-transferable, and non-sublicensable right to access and use the Service solely for User's internal business purposes. User may use the Service only while User is an account holder who subscribes to the Service or is using the Service with the express permission of a paying account holder who subscribes to the Service. Unless otherwise specified by JTECH or by another express written agreement with JTECH, User's license and right to access or use the Service terminates on the earliest of: (1) the last day of the billing cycle for which the last Service payment for the account has been received by JTECH; (2) the date on which any charge, fee, or other balance due under the account is past due and JTECH determines, in its discretion, to terminate the account or suspend the Service; (3) any other date upon which JTECH has the right to terminate the account or suspend the Service as provided in this Agreement or any other applicable agreement or policy; or (4) the date on which User terminates this Agreement.

(b) Authorization. User represents, to the extent User uses any feature of the Service and User is not an account holder, that User has the express permission of an account holder to use that account holder's Service account. Conversely, if User is creating an account on behalf of another person or organization who will become an account holder, User represents, warrants, and covenants that User has the express authority to create such account and bind such account holder to this Agreement and the policies and requirements pertaining to the Service. User shall indemnify JTECH from any loss, damage, claim, liability, or expense, including reasonable attorney fees and expenses, arising out of or related to User's failure to actually acquire such authority or such new account holder's dispute or denial of any such authority. JTECH reserves the right to discontinue allowing persons who are not account holders to create, use, or access accounts or the Service, whether on an account-by-account basis or otherwise, in JTECH's sole discretion. JTECH may establish reasonable account or Service usage limits in its discretion. JTECH further reserves the right to refuse Service to any person or organization for any reason, in JTECH's sole discretion.

(c) Trial Offers. JTECH may offer free trials to allow Users to evaluate the Service prior to committing to a subscription. Unless otherwise stated in a written agreement, subscription purchases are non-refundable. Service billing begins at the end of the applicable trial period unless the account holder has previously and timely canceled the account by giving JTECH notice of cancellation in accordance with Section 14(b), below, or unless User has entered into a separate subscription agreement for the Service. THE ACCOUNT HOLDER MUST CANCEL THE ACCOUNT PRIOR TO THE END OF THE FREE TRIAL PERIOD TO AVOID CHARGES. JTECH reserves the right to discontinue or modify trial offers, promotions, and special offers at any time in its sole discretion.

(d) Limitation on Users. Each account holder's right to use the Service is personal to the account holder and those employees, contractors, representatives, or other authorized staff of the account holder who use the Service solely on behalf of the account holder's organization. An account is limited to use for the benefit of a single organization or individual. The account holder may be either an individual or organizational entity, but neither the account holder nor any other user may resell, rent, lease, sublicense, timeshare, or otherwise provide access to the account, the Service, or other materials available through JTECH without the express prior written consent of JTECH.

(e) Restrictions on Access and Use. User shall not access or attempt to access the Service by any means other than authorized web, application, or JTECH-approved access methods. User shall not attempt to circumvent, disable, interfere with, or bypass any access or use restrictions put in place by JTECH. User shall use the Service only for purposes and in a manner permitted by applicable laws, rules, regulations, carrier requirements, and JTECH policies. User shall not decompile, reverse engineer, disassemble, or otherwise derive or discover the source code of the software underlying the Service, or use the Service in a service bureau or other resale capacity.

(a) Creating Account. To use the Service, an account must be created. To create an account, an account holder or its authorized representative must complete the Service Registration page and provide the information required on such page. All such information provided shall be referred to as "User Account Data." All User Account Data must be, and must be maintained as, accurate, complete, and current during the life of the account. Any inaccuracy, omission, or failure to maintain accurate User Account Data may be grounds for account suspension or termination.

(b) Notices. JTECH may distribute notices and other important information to account holders by email, publication on the JTECH website, transmission through the Service, publication on the login page, in-application notice, or written communication sent by mail to the account holder address on record. Regardless of method, each account holder is responsible for assuring that all users of the account or the Service are notified accordingly. All such users shall be deemed to have received such notice when provided to the account holder of record by reasonable means. Such notices, including any amendments to this Agreement determined by JTECH in its discretion, or to any policies, rules, or restrictions, shall be effective as against the account holder and all other users upon such publication or distribution.

(a) Responsibility for Content Resulting From Use of the Service. User acknowledges and agrees that all information, message content, recipient information, phone numbers, customer information, data, notes, instructions, or other content communicated by User in connection with User's use of the Service is the responsibility of User or the person or organization from which the information originated, and that JTECH has no responsibility for such content except as expressly stated in this Agreement.

(b) Input Data. As between the parties, User shall own and, other than to the limited extent provided in this Section 4(b), have sole control over any and all data transmitted to the Service by User or by other persons communicating with User via the Service, or collected from User's JTECH product, collectively referred to as "Input Data." User hereby grants to JTECH a non-exclusive, royalty-free, worldwide license while this Agreement is in effect to (1) use, process, transmit, display, and store the Input Data solely in conjunction with the Service; and (2) aggregate the Input Data with similar information provided by other users of the Service for the purpose of producing industry-level reports and analyses that do not identify User, individual recipients, or any franchisor with which User may have a contractual relationship. User acknowledges and agrees that all Input Data is the responsibility of User; provided, however, that JTECH shall have the right, but not the obligation, in its discretion to remove from the Service any Input Data that violates this Agreement, JTECH policies, applicable law, carrier requirements, or is otherwise objectionable.

(c) Security and Retention. JTECH employs reasonable technological and operational security procedures intended to protect data from loss, misuse, alteration, unauthorized access, or destruction. However, User acknowledges that no security measure can guarantee against compromise, and JTECH does not guarantee that the servers, databases, systems, networks, or providers underlying the Service will not experience compromise, failure, or unauthorized access. User acknowledges that servers and databases are maintained by or on behalf of JTECH to store Input Data and other data processed by the Service and that JTECH may retain this information as long as necessary and relevant for JTECH's operations, legal compliance, dispute resolution, fraud prevention, troubleshooting, account administration, enforcement of this Agreement, or other actions permitted by law.

(d) Privacy. JTECH will process User Account Data in compliance with applicable law and JTECH's Privacy Policy, which is available on JTECH's corporate website or on request. JTECH's Privacy Policy does not apply to the processing of Input Data by JTECH on behalf of User except where expressly stated. Subject to the foregoing, JTECH uses secured servers for conducting online transactions and takes steps intended to safeguard data and personal information, including firewalls, encryption, and authenticated access where needed. If security monitoring reveals possible evidence of criminal activity, information pertaining to such activity may be provided to law enforcement officials or other appropriate authorities.

(e) European Data Processing Addendum. The parties agree that, to the extent User is established within the European Union, European Economic Area, the United Kingdom, or Switzerland, or JTECH processes Input Data relating to customers or other third parties located in the European Union, European Economic Area, the United Kingdom, or Switzerland on behalf of User, the European Data Processing Addendum contained in Appendix A to this Agreement will apply.

(a) Payment. User shall pay JTECH for the Service any then-applicable subscription charges, messaging charges, carrier fees, pass-through fees, usage charges, registration fees, setup fees, support fees, professional service fees, taxes, or other fees, collectively referred to as "Fees." Fees may be billed in advance or in arrears annually, quarterly, monthly, or as otherwise set forth in User's subscription agreement, order form, invoice, statement of work, or other applicable written agreement. JTECH expressly reserves the right to change the Fees at any time upon notice to User. Fees are due and payable at the time indicated by JTECH. Fees are non-refundable unless otherwise stated in a written agreement signed by JTECH.

(b) Collection and Taxes. All Fees, taxes, and other charges shall be billed to User in United States Dollars unless otherwise agreed in writing. User shall be responsible for and shall pay JTECH all currency conversion charges, sales, use, value-added, personal property, telecommunications, messaging, carrier, regulatory, or other tax, duty, levy, surcharge, assessment, or fee of any kind, including interest and penalties, imposed now or later by any governmental entity, carrier, messaging provider, or other third party in connection with the Service. In the event User fails to pay any amount when due and payable, JTECH may immediately suspend or terminate this Agreement and User's access to the Service.

User represents and warrants to JTECH that: (1) User is a person over the age of eighteen (18) or a legally existing entity and has the power and authority to enter into and perform User's obligations under this Agreement; (2) all information User has provided and will provide to JTECH is truthful, accurate, complete, and current; (3) User authorizes charges for payment of Fees and other charges; (4) User will comply with all terms and conditions of this Agreement, including Prohibited Uses under Section 8; (5) User will comply with all applicable laws regarding use of SMS, messaging, paging, waitlist, reservation, appointment, order notification, or related communication features, including but not limited to the Telephone Consumer Protection Act where applicable; and (6) User will provide all business registration, tax, compliance, and account information reasonably requested by JTECH to support messaging registration, account administration, billing, compliance, or continued operation of the Service.

(a) Business Registration Information. User agrees to provide accurate and current business information required for SMS messaging registration, carrier registration, campaign registration, toll-free verification, short code registration, 10DLC registration, brand registration, compliance review, billing, or other account administration. Such information may include, without limitation, legal business name, DBA, EIN, tax identification information, W-9, business address, business phone, business email, website, business contact name, business contact email, business contact phone, use case description, sample messages, opt-in method, opt-out method, privacy policy, terms, and other supporting information reasonably requested by JTECH.

(b) Failure to Provide Required Information. User acknowledges that failure to provide accurate and timely information may delay, limit, suspend, block, filter, or interrupt messaging functionality. JTECH may suspend, disable, limit, or refuse to provide messaging functionality if required business information, compliance information, registration information, or supporting documentation is not provided, is inaccurate, or is rejected by a carrier, messaging provider, registry, or other third party.

(c) Consent and Opt-Out. User is responsible for obtaining and maintaining all legally required consents, permissions, and records necessary to send messages to recipients through the Service. User is responsible for honoring opt-out requests, including STOP requests where supported, and for ensuring that recipients are not messaged in violation of applicable law, carrier requirements, industry guidelines, or JTECH policies.

(d) Message Content. User is solely responsible for the accuracy, legality, and appropriateness of all message content sent through the Service. User shall not use the Service to send unlawful, misleading, deceptive, abusive, harassing, fraudulent, prohibited, or non-compliant messages. User shall not include marketing, promotional, advertising, solicitation, sweepstakes, donation, political, adult, cannabis, controlled substance, high-risk financial, or other restricted content in transactional messaging unless expressly approved by JTECH and properly registered where required.

(e) Carrier and Third-Party Requirements. User acknowledges that SMS and messaging functionality depends on carriers, messaging providers, registries, and other third parties. These third parties may impose registration requirements, throughput limits, filtering, blocking, suspension, message review, content restrictions, fees, surcharges, or other requirements. JTECH does not guarantee message delivery, delivery time, carrier acceptance, carrier approval, campaign approval, registration approval, or uninterrupted messaging availability.

User agrees not to engage in unacceptable use of the Service, which includes, without limitation, use of the Service to: (1) disseminate, store, or transmit unsolicited messages, spam, chain letters, unsolicited commercial email, or unauthorized marketing messages; (2) disseminate or transmit material that to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (3) disseminate, store, or transmit files, graphics, software, message content, or other material without the permission or right to do so or that actually or potentially infringes the copyright, trademark, patent, trade secret, privacy, publicity, or other intellectual property right of any person; (4) create a false identity or otherwise attempt to mislead any person as to the identity, sender, source, origin, sponsorship, approval, or purpose of any communication; (5) export, re-export, or permit downloading of any message, content, or software in violation of any export or import law, regulation, or restriction of the United States or other applicable jurisdiction; (6) interfere with, disrupt, overload, attack, or attempt to gain unauthorized access to other accounts, the Service, JTECH systems, or any other computer network; (7) disseminate, store, or transmit viruses, trojan horses, malware, spyware, ransomware, or any other malicious code or program; (8) attempt to bypass carrier, provider, system, registration, security, compliance, or account restrictions; or (9) engage in any other activity deemed by JTECH to be in conflict with the spirit or intent of this Agreement.

(a) By User. User may terminate this Agreement and cancel the Service at any time upon 30 days prior written notice to JTECH, unless a different cancellation process or commitment term applies under a separate written agreement. User will not owe any Fees for periods subsequent to the effective date of such notice, except for unpaid amounts, committed charges, usage charges, pass-through fees, professional services, or other amounts incurred before termination or otherwise owed under a written agreement.

(b) By JTECH. JTECH may suspend, restrict, or terminate this Agreement and User's access to the Service at any time, for any reason or for no reason, including but not limited to non-payment, suspected fraud, security risk, non-compliance, carrier or provider rejection, prohibited content, misuse of the Service, failure to provide required registration information, or violation of this Agreement.

(c) Effects of Termination. Upon the expiration or termination of this Agreement, JTECH may disable User's online access to the Service. If User requests in writing, JTECH will use commercially reasonable efforts to destroy or return Input Data of User then in JTECH's possession, unless retention is required or permitted by law, operational need, backup retention, dispute resolution, billing, fraud prevention, compliance, or enforcement of this Agreement. Termination of this Agreement will not relieve either party of obligations that arose before termination or obligations that by their nature should survive termination.

The contents of the Service are copyrighted by JTECH. All rights are reserved. No part of the Service or the services, products, software, materials, documentation, designs, interfaces, workflows, reports, or information on the Service may be reproduced or transmitted by User in any form or by any means without JTECH's express written permission, except that User may use reports containing Input Data provided by the Service for User's internal business purposes. JTECH shall retain and exclusively own all right, title, and interest in and to its trademarks, copyrights, patents, trade secrets, software, technology, designs, workflows, documentation, and other intellectual property rights contained in or related to the Service.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT USER'S SOLE RISK. JTECH DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, SECURE, AVAILABLE, OR FREE FROM DELAY, FILTERING, BLOCKING, SUSPENSION, CARRIER ACTION, THIRD-PARTY FAILURE, OR DATA LOSS. JTECH DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. JTECH MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MESSAGING DELIVERABILITY, IN RELATION TO THE SERVICE OR THIS AGREEMENT. THIS SECTION 11 IS INTENDED TO BE APPLICABLE TO THE MAXIMUM EXTENT ALLOWED BY LAW.

(a) Risk of Loss. User accepts all risk of loss or damage to User's computer systems, devices, networks, accounts, data, or business operations that results from or in connection with User's use of the Service, except to the extent caused by JTECH's gross negligence or willful misconduct where such limitation is not permitted by law.

(b) Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL JTECH BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF REPUTATION, LOST REVENUE, MESSAGE FILTERING, MESSAGE BLOCKING, MESSAGE DELAY, MESSAGE NON-DELIVERY, CAMPAIGN REJECTION, REGISTRATION DELAY, SERVICE INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THE SERVICE OR THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL JTECH'S TOTAL LIABILITY TO USER OR ANY OTHER PERSON FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY USER TO JTECH FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, UNLESS A DIFFERENT LIMITATION IS REQUIRED BY APPLICABLE LAW OR AGREED IN A WRITTEN AGREEMENT SIGNED BY JTECH. THIS SECTION 12(b) IS INTENDED TO BE APPLICABLE TO THE MAXIMUM EXTENT ALLOWED BY LAW. USER ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE ESSENTIAL ELEMENTS OF THE BARGAIN.

User agrees to indemnify and hold harmless JTECH and its shareholders, directors, officers, employees, contractors, affiliates, providers, and agents from and against any action, cause, claim, damage, debt, demand, liability, fine, penalty, fee, cost, or expense, including reasonable attorney fees and expenses and court costs, resulting from, arising out of, or relating to: (1) User's breach of this Agreement; (2) User's use or misuse of the Service; (3) User's message content; (4) User's failure to obtain required consent; (5) User's failure to honor opt-out requests; (6) User's failure to provide accurate registration or compliance information; (7) User's violation of applicable law, carrier requirements, messaging requirements, or JTECH policies; or (8) any claim brought by a recipient, customer, patron, patient, guest, employee, carrier, provider, regulator, or other third party relating to User's use of the Service. This Section 13 is intended to be applicable to the maximum extent allowed by law.

(a) Independent Contractors. The parties are independent contractors. Neither party, by virtue of this Agreement or otherwise, shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.

(b) Notices. Any notice made by User under this Agreement shall be delivered by email to JTECH at wecare@jtech.com unless JTECH provides another notice method. JTECH may deliver notices to User by email to the email address provided for User's account, by publication on the JTECH website, by in-application notice, by login page notice, or by any other reasonable method.

(c) Survival. In the event of any termination of this Agreement, any accrued obligation under this Agreement, including unpaid Fees, and Sections 4, 5, 7, 8, 10, 11, 12, 13, and 14 shall survive indefinitely or for the period required by applicable law.

(d) Governing Law; Venue; Severability. The Service is controlled, operated, and administered by JTECH from JTECH's offices in Gwinnett County, Georgia, United States of America. As such, this Agreement shall be governed by the laws of the State of Georgia without giving effect to its conflicts of law principles. User agrees that any action or proceeding instituted by User resulting from, arising out of, relating to, or in connection with use of the Service or this Agreement shall be tried and litigated exclusively in the state and federal courts located in Gwinnett County, Georgia, United States of America. Any action or proceeding that is not commenced within one (1) year after the claim or cause of action arises upon which such claim or proceeding is based will after the expiration of such one (1) year period be barred, except where such limitation is not permitted by applicable law. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, such provision shall be enforced to the maximum extent permissible by law so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.

(e) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between User and JTECH in connection with User's access to and use of the Service and shall not be deemed amended, modified, or waived except as expressly provided in this Agreement or in a written agreement signed by JTECH. JTECH may add to or modify this Agreement at any time by notice to User or by providing disclosure to User through the Service. User's access to or use of the Service after the date of such notice or disclosure shall be deemed to constitute acceptance of such addition or modification.

(f) Assignment. Except as provided in this Section 14(f), User shall not transfer or assign this Agreement or its rights and obligations under this Agreement without JTECH's prior written consent. User may transfer and assign this Agreement and its rights and obligations without JTECH's prior written consent if such transfer and assignment occurs in connection with a merger of User with or the sale of all or substantially all of User's assets to a third party. JTECH may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer of the Service.

This European Data Processing Addendum ("Addendum") forms part of the Agreement and reflects the parties' agreement with regard to the processing of Personal Data in accordance with the requirements of applicable Data Protection Legislation. In the event of any inconsistency between this Addendum and the Agreement, including but not limited to Section 4 of the Agreement, the Addendum shall prevail.

(a) The following terms shall have the following meanings:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Data Protection Legislation" means all laws and regulations, including laws and regulations of the European Union, the European Economic Area, their member states, the United Kingdom, and Switzerland, that are applicable to the processing of Personal Data under this Agreement, including but not limited to the EU General Data Protection Regulation 2016/679.

"Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach", and "Subprocessor" each have the meanings given to them in the Data Protection Legislation.

"Processing" has the meaning set out in the Data Protection Legislation, and "process" and "processed" shall be construed accordingly.

"User Personal Data" has the meaning given to it in clause 3(a) of this Addendum.

(b) For the purpose of this Addendum, references to clauses shall be deemed to be references to the terms of this Addendum, unless otherwise stated or if the context otherwise requires.

(a) Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 2(a) is in addition to, and does not relieve, remove, or replace, a party's obligations under the Data Protection Legislation.

(b) The parties acknowledge and agree that JTECH will act as a Controller in respect of User Account Data, as such term is used in the Agreement. JTECH shall comply with applicable Data Protection Legislation and will process such User Account Data in accordance with the Agreement and JTECH's Privacy Policy, which is available on JTECH's corporate website or on request.

(c) The parties acknowledge and agree that, for purposes of the Data Protection Legislation, JTECH will act as a Processor and User will act as a Controller in respect of User Personal Data.

(d) User shall, as Controller of User Personal Data, ensure that it has and will continue to have the right to transfer, or provide access to, User Personal Data to JTECH for processing in accordance with the terms of the Agreement. User's instructions for the processing of User Personal Data shall comply with applicable Data Protection Legislation. JTECH will inform User if it considers, in its opinion, that any of User's instructions infringe applicable Data Protection Legislation. User shall have sole responsibility for the accuracy, quality, and legality of User Personal Data and the means by which User acquires User Personal Data.

(a) User agrees that JTECH, its affiliates, providers, subprocessors, and agents may process Personal Data contained in Input Data, referred to as "User Personal Data," on behalf of User to perform JTECH's obligations for the term of the Agreement. The types of User Personal Data processed by JTECH in connection with User's use of the Service include, but are not limited to, contact details such as names and telephone numbers, service-related notes, message content, communication history, account information, and similar information submitted to or processed through the Service. The Data Subjects include customers, guests, patients, patrons, employees, or other individuals of User.

(b) The following is deemed an instruction by User to process User Personal Data, subject to User's compliance with Data Protection Legislation: (1) processing to provide the Service in accordance with the Agreement; (2) processing initiated by the account holder or its authorized representative in use of the Service; (3) processing to comply with other reasonable instructions provided by User where such instructions are consistent with the terms of the Agreement; and (4) processing to aggregate User Personal Data with similar information provided by other users of the Service for the purpose of producing industry-level reports and analyses that do not identify any Data Subject, User, or any franchisor with which User may have a contractual relationship.

(c) JTECH shall process User Personal Data only on the written instructions of User unless JTECH is required by applicable law to process User Personal Data. Where JTECH is relying on applicable law as the basis for processing User Personal Data, JTECH shall notify User before performing the processing required by applicable law unless such law prohibits JTECH from providing such notice.

(a) The obligations set forth in this clause 4 apply only to the extent that JTECH is the Processor in relation to User Personal Data and without prejudice to the generality of clause 2(a).

(b) JTECH shall maintain appropriate technical and organizational measures intended to protect against unauthorized or unlawful processing of User Personal Data and against accidental loss, destruction, or damage to User Personal Data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction, or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing measures.

(c) All JTECH personnel who have access to and process User Personal Data shall be obliged to keep User Personal Data confidential.

(d) JTECH shall reasonably assist User in responding to requests from Data Subjects and in ensuring compliance with User's obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators, provided that JTECH may charge User on a time and materials basis if JTECH considers, in its reasonable discretion, that such assistance is onerous, complex, frequent, or time-consuming.

(e) JTECH shall notify User without undue delay after becoming aware of a Personal Data Breach affecting User Personal Data and shall provide information about the Personal Data Breach in phases as such information becomes available.

(f) At the written direction of User, JTECH shall delete or return User Personal Data and copies thereof to User on termination of the Agreement unless required or permitted by applicable law, backup retention, dispute resolution, fraud prevention, billing, compliance, or operational need to store User Personal Data.

(g) JTECH will maintain records and information reasonably necessary to demonstrate its compliance with this Addendum and, at User's expense and subject to clause 5, shall permit User or its appointed third-party auditors, collectively "Auditor," to audit the architecture, systems, and procedures relevant to JTECH's compliance with this Addendum. To the extent any such audit incurs in excess of 20 hours of JTECH personnel time, JTECH may charge User on a time and materials basis for any excess hours.

(a) Before the commencement of an audit described in clause 4(g), JTECH and User will mutually agree upon the reasonable scope, start date, duration, and security and confidentiality controls applicable to the audit. User agrees that:

(i) audits will be conducted during JTECH's normal business hours;

(ii) User will not exercise on-site audit rights more than once in any twelve (12) calendar month period unless User has reasonable concerns as to JTECH's compliance with this Addendum or where User is required to carry out an audit under Data Protection Legislation or by a supervisory authority or similar regulatory authority responsible for enforcement of Data Protection Legislation;

(iii) User will be responsible for any fees charged by any third-party auditor appointed by User to execute any such audit;

(iv) JTECH may object to any third-party auditor appointed by User to conduct an audit if the auditor is, in JTECH's opinion, not suitably qualified or independent, a competitor of JTECH, or otherwise manifestly unsuitable. Any such objection by JTECH will require User to appoint another auditor or conduct the audit itself;

(v) nothing in this clause 5 will require JTECH either to disclose to the Auditor or to allow the Auditor access to: (1) any data processed by JTECH on behalf of any other organization; (2) any JTECH internal accounting or financial information; (3) any trade secret of JTECH; (4) any information that, in JTECH's opinion, could compromise the security of any JTECH systems or premises or cause JTECH to breach its obligations to User or any third party; or (5) any information that User seeks to access for any reason other than the good faith fulfillment of User's obligations under Data Protection Legislation; and

(vi) User shall provide JTECH with copies of any audit reports completed by the Auditor, which reports shall be subject to the confidentiality provisions of the Agreement.

(a) User acknowledges and agrees that JTECH may engage JTECH affiliates and third-party processors or providers, referred to as "Subprocessors," to process User Personal Data in connection with the Service. JTECH or a JTECH affiliate has entered or will enter into written agreements with Subprocessors incorporating terms that are substantially similar to and no less protective than those set out in this Addendum. JTECH shall inform User of intended material changes concerning the appointment or replacement of Subprocessors where required by applicable law. User may object to a new Subprocessor by terminating the Agreement with respect only to those services that cannot be provided by JTECH without the use of the objected-to Subprocessor, provided that User gives written notice to JTECH within 14 days of being informed of the engagement of the new Subprocessor where such notice is required. This termination right is User's sole and exclusive remedy if User objects to a new Subprocessor. As between User and JTECH, JTECH shall remain liable for acts or omissions of Subprocessors appointed by it pursuant to this clause 6(a) as if those acts or omissions were of JTECH.

(a) User acknowledges and agrees that User Personal Data may be processed by JTECH outside of the European Union, European Economic Area, United Kingdom, or Switzerland, including in the United States of America. Where User Personal Data is transferred from the European Union, European Economic Area, United Kingdom, or Switzerland to a jurisdiction outside of such area, JTECH will execute appropriate safeguards in relation to the transfer unless appropriate safeguards have already been provided by User or another lawful transfer mechanism applies.