Last Modified: June 8, 2023

This Platform Access Agreement (the "Agreement") contains the terms of use that govern Customer's access to and use of the BAQS software-as-a-service platform, as well as related websites, mobile applications, products, and services Company may offer to Customer, including updates, any online services, or downloads associated herewith, the software (including firmware) for any related peripherals, and the associated media, printed materials, and documentation (collectively, "Program"), provided by BAQS, Inc., a Delaware corporation ("BAQS"). This Agreement is by and between you ("Customer") and BAQS, including its affiliates ("Company", "we", "us", or "our"). This Agreement becomes effective when Customer accepts these terms by clicking the applicable button ("Effective Date"). Capitalized terms not defined herein are defined in the BAQS Website Terms and Conditions or Privacy Policy, both of which are incorporated into this Agreement.

COMPANY PROVIDES ACCESS TO THE PROGRAM SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY CHECKING THE "ACCEPT" BOX, CUSTOMER (A) ACCEPTS THIS AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) CUSTOMER IS 18 YEARS OF AGE OR OLDER; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, CUSTOMER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND BIND ENTITY TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, COMPANY WILL NOT AND DOES NOT GRANT ACCESS TO THE PROGRAM TO CUSTOMER AND CUSTOMER MUST NOT ACCESS THE PROGRAM OR DOCUMENTATION.

Except for Section 16 (regarding Jurisdiction and Applicable Law), Company reserves the right to modify this Agreement at any time by any means, including without limitation by (1) posting the modifications to www.inbaqs.com/legal/platform-access-agreement and/or (2) requiring Customer to "click to accept" the modified Agreement. By continuing to use the Program, Customer accepts any and all modifications to this Agreement. If modifications to the Agreement are unacceptable to Customer or causes Customer to no longer be in compliance with this Agreement, Customer must terminate, and immediately stop using, the Program. If any future modifications are implemented as a "click to accept" Agreement, Customer may not be able to continue using the Program unless Customer affirmatively accepts the modified Agreement.

1. Program Access. The Program is described in detail at www.inbaqs.com. This grant of access permits Customer access to the Program on a limited basis as described therein. The Program may offer additional functionality either within the platform itself or via separate applications which may require payment to access ("Paid Services"). Paid Services may also be subject to additional terms and conditions, including third-party terms and conditions ("Paid Services Terms"). Company does not control those third-party services and content. Customer should read the terms of use Agreements and privacy policies that apply to such third-party services and content.

   The Paid Services include automatically recurring payments for periodic charges. If you activate any of the Paid Services, you authorize us to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your registration, all accrued sums on or before the payment due date for the accrued sums. The "Paid Services Billing Date" is the date when you first register for the Paid Services. Your account will be charged automatically on the Paid Services Billing Date all applicable fees and taxes for the next Paid Services period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid charging of the next periodic Paid Services Fee to your account. You may cancel the Paid Services in accordance with Section 11 herein.

2. Limited Use. Subject to and conditioned on Customer's and its Authorized Users' strict compliance with the terms and conditions of this Agreement, Company grants Customer a non-exclusive, non-transferable, limited right to access and use the Program solely for use by Customer and its Authorized Users in accordance with the terms and conditions herein. All rights not specifically granted are reserved by Company. Such use is limited to Program's intended use. Provider shall provide to Customer the Access Credentials within a reasonable time following the Effective Date. The total number of Authorized Users will not exceed the number selected upon registration and as set forth in the platform administrator's management portal , except as expressly agreed to by the parties and subject to any appropriate adjustment of the Fees payable hereunder. "Authorized Users" means Customer's employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Program under the rights granted to Customer pursuant to this Agreement; (b) for whom access to the Program has been purchased hereunder; and (c) who have accepted the terms of the End User License Agreement.


3. Third-Party Materials. The Program may include software, content, data, or other materials, including related documentation, that are owned by entities other than Company and that are provided to Customer on licensee terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licenses"). Customer shall be provided such Third-Party Licenses when access is required. Customer may be required to read and accept Third-Party Licenses to continue use of the Program, and Customer will be bound by and shall comply with all Third-Party Licenses. Any breach by Customer of any Third-Party License is also a breach of this Agreement.


4. Open Source Software. The Program may include certain open source components that are subject to open source licenses ("Open Source Software"), in which case, the embedded Open Source Software is owned by a third party. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under its applicable license terms which accompanies such Open Source Software. Nothing in this Agreement limits Customer's rights under, nor grants Customer rights that supersede, the terms and conditions of any applicable license terms for the Open Source Software. Any fees charged by the Company in connection with the Program, do not apply to the Open Source Software for which fees may not be charged under the applicable license terms. The terms and conditions of the applicable license for the Open Source Software are available at www.inbaqs.com/legal.


5. Use Restrictions. This grant of access is subject to the limitations outlined in this Section. Any use of the Program in violation of these limitations will result in an immediate termination of Customer's access and continued use of the Program will be an infringement of Company's rights in and to the Program.

   Customer agrees that Customer will not do, or allow, any of the following:

   1. Use the Program beyond the scope of use granted under Section 2;
   2. provide any other person, including any subcontractor, independent contractor, affiliate, or service provider, with access to or use of the Program;
   3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Program or any part thereof;
   4. combine the Program or any part thereof with, or incorporate the Program or any part thereof in, any other programs;
   5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Program or any part thereof;
   6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Program, including any copy thereof;
   7. copy the Program, in whole or in part;
   8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Program, or any features or functionality of the Program, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
   9. use the Program in violation of any law, regulation, or rule; or
   10. use the Program for purposes of competitive analysis of the Program, the development of a competing software product or service, or any other purpose that is to the Company's commercial disadvantage.

   All rights granted to Customer under this Agreement (including Customer's use of the software in the Program) will terminate immediately in the event that Customer is in breach of any of the terms or do anything with any software in the Program that is not expressly permitted by this Agreement.

   Customer agrees not to do any of the following actions while using the Program:

   1. transmit any User Content that Company considers to be disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racially, sexually, ethnically or otherwise objectionable;
   2. impersonate any person or entity, including but not limited to Company;
   3. disrupt normal Program functionality, or otherwise act in a manner that negatively affects other participants and/or the overall Program experience;
   4. intentionally or unintentionally violate any applicable law, regulation or treaty while using or accessing the Program; or
   5. invade the privacy or violate or infringe any right of any person or entity, including, without limitation, any intellectual property right.


6. BAQS Payments. Payments made between BAQS Customers will be made via Stripe (as defined below), as provided for below:
   
   
   1. Definitions. For the purposes of this section related to BAQS Payments, the following definitions shall apply:
      
      
      1. "Charge" means a credit or debit instruction to capture funds from an account that a customer maintains with a bank or other financial institution in connection with a Transaction.
      2. "Dispute" means an instruction initiated by a customer for the return of funds for an existing Charge (including a chargeback or dispute on a payment card network; and disputes on the Automated Clearinghouse (ACH) network) initiated pursuant to the Stripe Services Agreement.
      3. "Fine" means any fines, levies, or other charges imposed by us or Stripe, caused by Customer's violation of laws or this Platform Access Agreement.
      4. "Refund" means an instruction initiated by Customer to return funds for an existing Charge initiated pursuant to the Stripe Services Agreement.
      5. "Return" means an instruction initiated by Customer to return funds unrelated to an existing Charge initiated pursuant to the Stripe Services Agreement.
      6. "Reversal" means an instruction initiated by Stripe pursuant to the Stripe Services Agreement to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by Stripe; (ii) funds settled to Customer in error or without authorization; and (iii) submission of a Charge in violation of the applicable terms of the Stripe Services Agreement, or where submission of the Charge or Customer's use of BAQS Payments violates this Agreement or the Stripe Services Agreement.
   
   
   2. Use of Stripe. Payment processing services on the Program are facilitated by Stripe, Inc. ("Stripe"), and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Use (collectively, the "Stripe Services Agreement"). By agreeing to this Agreement or continuing to use the Program, Customer agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of us enabling payment processing services through Stripe, Customer agrees to provide us accurate and complete information about Customer, and Customer authorizes us to share it and transaction information related to Customer's use of the payment processing services provided by Stripe.
   
   
   3. Payments and Fees. All payments facilitated by us through the Program or otherwise shall be paid by providing valid credit/debit card information to us by Customer. Customer hereby authorize us to charge Customer's credit/debit card for all charges due under this Agreement.

      Company may increase fees at any time in its sole discretion by providing written notice to Customer at least thirty (30) calendar days prior to the commencement of such fee increase. If Customer does not agree to the fee increase, Customer may terminate this Agreement pursuant to Section 11 herein.

   4. Payment Disputes Involving BAQS Payments. To enable us to process Transactions, Customer authorizes and direct us, our affiliates, and Stripe to receive and settle any payment processing proceeds owed or owing through BAQS Payments. Customer may not grant or assign any interest in payment processing proceeds to any Third-Party. Customer appoints us and Stripe as Customer's agents for the limited purpose of directing, receiving, holding and settling such proceeds. Customer agrees that Stripe's receipt of such proceeds satisfies the relevant obligations to make payments.

      Disputes may be initiated through us or Stripe and pursuant to the Stripe Services Agreement. We are not responsible for or liable to Customer for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any laws. We have the right to charge any of Customer's financial accounts on file with us the full amount of any such amounts, charges, and costs incurred in connection with any Dispute, Refund, Reversal, Return, or Fine, and Customer hereby consents to such charge. If, for whatever reason, Customer does not have a financial account on file with us, we reserve the right to collect any amounts due in connection with the foregoing through any other channels we deem appropriate or necessary.

7. Intellectual Property Rights. Customer acknowledges and agrees that the Program is provided under a grant of access, and not sold, to Customer. Customer does not acquire any ownership interest in the Program under this Agreement, or any other rights thereto, other than to use the same in accordance with the grant of access granted and subject to all terms, conditions, and restrictions under this Agreement. The Company reserves and shall retain its entire right, title, and interest in and to the Program and all Intellectual Property Rights arising out of or relating to the Program, except as expressly granted to Customer in this Agreement. Customer shall use commercially reasonable efforts to safeguard the Program from infringement, misappropriation, theft, misuse, or unauthorized access. Customer shall promptly notify Company if Customer becomes aware of any infringement of the Company's Intellectual Property Rights in the Program and fully cooperate with the Company in any legal action taken by us to enforce our Intellectual Property Rights.


8. Electronic Signature Usage Limitations and Customer Responsibilities. BAQS's provision of electronic signatures is conditioned on Customer's acknowledgement of and agreement to the following:
   
   
   1. BAQS facilitates the completion and/or execution of contracts between the parties to those contracts. Nothing in these Terms may be construed to make BAQS a party to any contract processed through BAQS, and BAQS makes no representation or warranty regarding the transactions sought to be effected by any contract;
   2. Between BAQS and Customer, Customer has exclusive control over and responsibility for the content, quality, and format of any contract. Without limiting the foregoing, BAQS has no control of or access to any contracts, or to any messages included therein, stored by BAQS on the Platform, nor to their contents except to the extent access is requested in writing and made available by Customer to BAQS;
   3. Certain types of agreements and documents may be excepted from electronic signature laws (e.g. wills and agreements pertaining to family law), or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. BAQS is not responsible or liable to determine whether any particular contract is (i) subject to an exception to applicable electronic signature laws; (ii) subject to any particular agency promulgations; or (iii) can be legally formed by electronic signatures;
   4. BAQS is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, BAQS is not responsible for or liable to produce any of Customer's contracts or other documents to any third parties;
   5. Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more "consumers," such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. BAQS does not and is not responsible to: (i) determine whether any particular transaction involves a "consumer;"" (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; (v) provide any such copies or access, except as expressly provided in the documentation for all transactions, consumer or otherwise; or (vi) comply with any such special requirements.


9. Maintenance, Patches, and Updates. Company may deploy or provide mandatory patches, updates, and modifications to the Program that must be accepted or installed for Customer to continue to use the Program. Company may update the Program remotely without notifying Customer, and Customer hereby grants to Company consent to deploy and apply such patches, updates, and modifications.


10. Professional Services. Customer may request Company to provide certain configuration and customization professional services related to the Program beyond the scope of Support, Patches, and Updates ("Professional Services"). Any Professional Services to be provided will be included in a separate statement of work ("SOW"), which shall describe the fees, costs, and expenses payable by Customer in connection with the performance of such Professional Services, and which shall describe the scope of such services. The SOW shall be binding upon the parties only after mutual execution or performance by us and payment of Professional Services fees by Customer. Each such SOW shall be considered an integral part of this Agreement.


11. Termination. Without prejudice to any other rights of Company, this Agreement will terminate automatically if: (i) Customer fails to comply with any of its terms and conditions; (ii) Customer permanently ceases to use the Program or delete any installations of the Program in Customer's possession or control; or (iii) Customer cancels its subscription or stops making BAQS Payments for access to the Program. In the event of termination in accordance with this Section 11, in addition to Company revoking Customer's access to the Program, Customer must destroy all copies of the Program and all of its component parts. Customer is not entitled to any refund or pro-rata pricing due to Customer's termination. The following provisions shall survive termination of this Agreement: Limited Use (Section 2), Use Restrictions (Section 5), Intellectual Property Rights (Section 7), Electronic Signature Usage Limitations and Customer Responsibilities (Section 8), Indemnification (Section 12), Access (Section 13), Disclaimers (Section 14), Limitation of Liability (Section 15), Jurisdiction and Applicable Law (Section 16), and Entire Agreement (Section 19).


12. Indemnification. Customer agrees to indemnify, defend, and hold Company, its partners, affiliates, licensors, contractors, officers, directors, employees, and agents harmless from all damages, losses, and expenses arising out of or relating to any third-party claim concerning: (a) Customer's use of the Program (including any un-authorized activities under Customer's account); or (b) breach of this Agreement or violation of applicable law by Customer, Customer's Authorized Users, or Customer's User Content.


13. Access. Customer is solely responsible for any third-party costs Customer incurs to use the Program. Customer acknowledges and agrees that Customer will provide at Customer's own cost and expense the equipment, internet, or other connection charges required to access and use the Program. The Program may integrate, be integrated into, or be provided in connection with third-party services and content. Company does not control those third-party services and content. Customer should read the terms of use Agreements and privacy policies that apply to such third-party services and content.


14. Disclaimers. THE PROGRAM IS PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PROGRAM OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE PROGRAM OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.


15. Limitation of Damages. IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PROGRAM; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


16. Jurisdiction and Applicable Law. Any dispute or claim relating in any way to Customer's use of the Program, or to any products or services sold or distributed by Company, will be adjudicated in the Federal and/or State courts located in the State of North Carolina, and Customer consents to exclusive jurisdiction and venue in such courts. The laws of the State of Delaware, without reference to its conflict of law rules, govern this Agreement and any dispute of any sort that might arise between Customer and us.


17. Assignment. Customer will not assign or otherwise transfer this Agreement or any of Customer's rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 17 will be void. We may assign this Agreement without Customer's consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Company as a party to this Agreement and Company is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.


18. Electronic Communications. For contractual purposes, Customer (a) consents to receive communications from BAQS in an electronic form via the email address Customer has provided in Customer's registration; and (b) agree that all communications regarding this Agreement, other agreements, notices, disclosures, and other communications that BAQS provides to Customer electronically satisfies any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect Customer's non-waivable rights. We may also use Customer's email address to send Customer other messages, including information about BAQS and special offers. Customer may opt out of such email by changing Customer's account settings or by contacting customer support at legal@inbaqs.com.


19. Entire Agreement. This Agreement, together with the End User License Agreement and any Paid Services Terms, is the complete Agreement concerning this grant of access between the parties and supersedes any and all prior Agreements and representations between them. If any provision of this Agreement is held to be unenforceable, the applicable provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected, except as otherwise expressly provided herein.


20. No Waiver. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.