Terms of Service

Introduction

What you need to know about this section

We’re Webconnex, and we make event and fundraising software. These Terms are for organizations that use or explore our products, not for attendees, ticket holders, or donors. By using our software or contacting us about it, you (or your organization) agree to follow these Terms and related policies.

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These Terms of Service (“Terms”) apply to companies, organizations, and individuals who sign up to use or consent to learn more about Webconnex products, including RegFox, TicketSpice, GivingFuel, RedPodium, GroupRev, and Webconnex Payments to create, manage, or process events, registrations, donations, or payments (“Licensees”).

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These Terms do not apply to end users such as attendees, registrants, donors, ticket holders, or contacts. End users are subject to the terms and policies of the Licensee or event organizer.

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By accessing, using, or requesting information about any Webconnex product or service, you agree to be bound by these Terms and any related policies referenced within them, including our Privacy Policy and any applicable third-party terms (such as payment processors). If you are using Webconnex services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

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If you have a separate, currently operative written agreement with Webconnex that governs your use of any Webconnex product or service, that agreement will control to the extent of any conflict with these Terms. Upon the expiration or termination of such agreement, these Terms will automatically govern your continued access to or use of the Services, and your login to or use of the Services after that date constitutes acceptance of these Terms.

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1. Ownership & Relationship

What you need to know about this section:
We own our software and technology, and you own your content and data. Using our services doesn’t make us business partners or give either party ownership or authority over the other.

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1.1 Ownership

Webconnex retains all rights, title, and interest in its products, services, tools, software, technology, documentation, and any related materials. Nothing in these Terms transfers ownership of Webconnex’s intellectual property to you. You retain ownership of your own content, data, and materials used within the services.

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1.2 Relationship

Your relationship with Webconnex is that of an independent business using another business’s software. These Terms do not create a partnership, agency, joint venture, or employment relationship. You are not authorized to make commitments or representations on behalf of Webconnex. You control how and when you use the services.

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2. Webconnex’s Services & Responsibilities

What you need to know about this section:

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This section explains what Webconnex agrees to provide, how we protect your data, and how payments, fees, and taxes are handled. We’ll make our software available, keep it secure, and do our best to maintain great uptime. You’re responsible for how you use it and for protecting your own account access and customer data. It also covers how payment processing works, whether you use our built-in Webconnex Payments system or a third-party processor, including details on fees, refunds, payouts, and reserves. Finally, it explains how license fees are billed, how taxes are handled, and what responsibilities you have when using our platform and services. We’re not responsible for third-party processors, integrations, or systems beyond our control.

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2.1 Provision of Services

Webconnex will provide access to its products and services as described in these Terms, offer customer support at no additional charge (upgraded support may be available for a fee), and use commercially reasonable efforts to maintain 99.9 percent uptime, excluding planned maintenance or events outside our reasonable control (for example, internet outages, regional technology interruptions, natural disasters, labor disputes, or third-party service failures).

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2.2 Protection of Client Data

Webconnex maintains administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Licensee data (“Client Data”). These measures are designed to prevent unauthorized access, use, or disclosure except when necessary to (a) provide the services and resolve technical issues, (b) comply with legal obligations, or (c) act with your written consent.

While Webconnex takes security seriously, no system is completely immune from breaches or compromise.

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Licensees are fully responsible for maintaining the security of their accounts, including protecting passwords, API keys, and credentials; restricting access to authorized users and trusted devices; and immediately notifying Webconnex of any suspected compromise.

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If a Licensee or its personnel fall victim to phishing, social-engineering, compromised passwords, negligent access controls, or other unauthorized activity not caused by Webconnex, the Licensee bears full responsibility for any resulting losses, misuse of data, or violations of applicable law. If such compromise results in diverted payouts, fraudulent transfers, or other financial loss, the Licensee is solely liable for those losses and any resulting obligations. Webconnex has no responsibility to reimburse or restore funds lost due to third-party or customer-side account compromise.

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If a security breach occurs, Licensees must take all reasonable steps to mitigate the impact and cooperate fully with Webconnex in any investigation or remediation efforts. Any assistance provided by Webconnex does not imply responsibility or liability for the underlying breach, and Webconnex has no obligation to reimburse Licensees for any damages incurred by Licensees in connection with a security breach unrelated to Webconnex’s systems.

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Webconnex complies with applicable privacy and data-protection laws, including the CCPA, CPRA, and GDPR (as detailed in our Privacy Policy). Webconnex may engage approved third-party processors under GDPR-compliant agreements and will notify Licensees of material changes to those processors.

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2.3 Third-Party Processors

Webconnex works with various trusted partners and service providers to help deliver our products and services. This includes your chosen payment processor and other third-party software integrations, depending on the features you use. By using Webconnex, you agree to comply with the terms of any applicable third-party provider. Webconnex is not responsible for the actions, data handling, or performance of these third parties.

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2.4 Payment Processing

Webconnex is not a merchant processor and does not process credit card payments directly. You may choose between:

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• Webconnex Payments (powered by Adyen) our preferred and integrated payment processor, or
  
  
• Another supported third-party payment processor (subject to an additional 1% transaction fee, billed monthly, unless you are outside the Webconnex Payments service area).

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When using a third-party payment processor:

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• All Webconnex platform fees are billed monthly to the credit card you have on file.
  
  
• Certain features and platform functionalities are only available through Webconnex Payments and may be limited, unavailable, or operate differently with external processors.
  
  
• You are solely responsible for configuration, connectivity, and management of your third-party processor account.
  
  
• Webconnex is not responsible for any errors, outages, misconfigurations, security breaches, service interruptions, payment delays, diverted payouts, fraud, losses or unauthorized access that occur within or because of your chosen third-party processor.

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By using a third-party payment processor, you agree to comply with that provider’s terms, policies, and applicable fees. Webconnex disclaims all liability arising from or related to the acts, omissions, or performance of any third-party payment processor.

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2.5 Webconnex Payments

Webconnex Payments is Webconnex’s built-in payment platform powered by Adyen. It provides integrated processing, reporting, and payout tools, and lets you optionally pass processing fees to buyers at checkout for simpler reconciliation. When using Webconnex Payments, you agree to comply with the rules of the major card brands (Visa, Mastercard, American Express, Discover), the Webconnex Payments processing agreement, all applicable merchant fees, and the approved use policies of both Webconnex and Adyen. Any prohibited, restricted, or high-risk use may result in immediate suspension or termination of payment services at Webconnex’s or Adyen’s discretion.

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2.5.1 Merchant Fees

Transactions processed through Webconnex Payments are subject to the following standard fees:

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• Credit & Debit Cards: 2.9% + $0.30 per transaction
  
  
• ACH (available only for GivingFuel): 1% per transaction
  
  
• Chargebacks: $15 per incident
  
  

All applicable fees are automatically deducted from each transaction. Additional or premium services may incur separate fees as disclosed by Webconnex Payments. Additional or premium Webconnex Payment services offered to or utilized by customers (as defined in a Licensee agreement) may incur separate fees.

Licensees may choose to enable the Pass on Fees feature, which adds all applicable platform and processing fees to the buyer’s total. When the Pass on Fees feature is enabled, the effective merchant processing rate is approximately 3.5% on credit card transactions and the Licensee receives the full ticket, registration, or donation amount they set, net of all fees. This simplifies reconciliation and ensures transparent fee presentation in compliance with price-transparency laws.

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2.5.2 Refunds

• Notification: Licensee must notify Webconnex Payments within 72 hours of any event cancellation or refund batch request.
  
  
• Availability of Funds: Licensee must make funds equal to the total refund amount owed to attendees immediately available.
  
  
• Refusal or Delay: Webconnex Payments may refuse or delay refunds if you are subject to bankruptcy or insolvency proceedings, if refunding would cause a negative account balance, or if Webconnex Payments reasonably believes you may not meet your refund or financial obligations.
  
  
• Fees on Refunds: Processing fees are refunded only when a full refund is issued. Fees are not refunded on partial refunds.

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Refund execution and timing are determined at the sole discretion of Webconnex Payments to ensure compliance and mitigate financial risk.

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2.5.3 Payouts

• Schedules: Webconnex Payments instructs Adyen (and/or its related bank or financial institutions, collectively “Adyen”) to distribute funds to your verified bank account according to your approved payout schedule (typically weekly). Payouts outside that schedule may be granted at Webconnex’s discretion. Ad-hoc payouts may be requested and are subject to Webconnex approval.
  
  
• Invalid or Obsolete Accounts: If a payout cannot be completed due to inaccurate or outdated bank information, Adyen or the issuing bank may refund the funds to purchasers or remit them to the proper authority. Neither Adyen, Webconnex Payments, nor any bank is liable for losses caused by inaccurate or invalid account information.
  
  
• Delays and Holds: Payouts may be limited, delayed, or withheld in Webconnex Payments’ or Adyen’s sole discretion if there is perceived risk, disputes, investigations, or compliance concerns. Funds may also be held or released in response to any legal order, subpoena, lien, levy, or government request.
  
  
• Chargeback and Risk Holds: If Webconnex Payments or Adyen believes future chargebacks or disputes pose risk(s), they may defer payouts until that risk is resolved.
  
  
• Account Duration: Your linked bank account must remain open for at least 180 days after account closure to allow Webconnex Payments to process any remaining credits or debits, including negative balances.

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2.5.4 Reserves

• Purpose: Webconnex Payments may temporarily suspend or delay payouts and/or require a financial Reserve to protect against potential liabilities such as chargebacks, refunds, or fraud.
  
  
• Definition: A “Reserve” is a portion of funds the bank may withhold, or that Webconnex Payments may require you to provide, to secure potential losses arising from your use of the Services.
  
  
• Determination and Notice: You will be notified of any required Reserve amount, which Webconnex Payments determines in good faith. Funds in the Reserve may be applied to satisfy amounts you owe under these Terms or your merchant agreement.
  
  
• Custody: The Reserve will be held and controlled by Adyen or its partner banks, may be commingled with other funds, and will not accrue interest. You have no ownership interest in Reserve funds except a contingent right to receive any unused portion upon release.
  
  
• Adjustments and Release: Webconnex Payments may increase, decrease, or release the Reserve, without notice, as risk levels change. When Webconnex Payments and Adyen determine a Reserve is no longer required, the remaining funds will be returned to you.
  
  
• Survival: The right to require a Reserve survives termination of your account or any specific Licensee agreement.

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2.6 Automatic Payment of License Fees

Licensee agrees and understands that Webconnex processes all agreed-upon license and platform fees automatically. Fees vary by product and package.

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• When using Webconnex Payments:

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In most cases, applicable platform fees and payment-processing fees are automatically deducted from payouts at the time of each transaction. Any additional or recurring fees are charged monthly to the credit card on file.

• When using a third-party payment gateway:
  All Webconnex platform or license fees are billed monthly by credit card, and any third-party gateway fees are paid separately and directly to that processor.
  
  

Monthly license fees cover use of the licensed product for the following month and renew automatically each month unless canceled in accordance with these Terms.

If Licensee terminates service, access continues through the end of the current billing period. No refunds or prorations are provided for unused days.

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For billing questions or refund requests, contact help@webconnex.com.
For questions about Webconnex Payments fees, contact help@webconnexpayments.com.

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2.7 Sales Taxes

Licensee is solely responsible for determining, collecting, reporting, and remitting any and all applicable taxes, including, but not limited to, sales, use, excise, or value-added taxes arising from the events, registrations, donations, or other transactions processed through Webconnex products.

Webconnex does not calculate, collect, or remit taxes to any governmental authority on behalf of the Licensee. Any tax obligations related to ticket sales, upgrades, registrations, or merchandise are the exclusive responsibility of the Licensee.

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Licensee agrees to comply with all applicable tax laws and regulations in every jurisdiction where transactions occur and to indemnify and hold harmless Webconnex from any liability, penalty, or claim arising from Licensee’s failure to timely or accurately collect or remit such taxes.

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3. Prohibited Uses

What you need to know about this section
You may not use Webconnex products for illegal, high-risk, or restricted activities. These rules are required by Webconnex, Adyen, and our payment partners. Disagreement or differing beliefs never qualifies as “hate” or “violence.”

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3.1 General Prohibition

By using Webconnex products, you agree not to use the Services or accept payments through them for any illegal, deceptive, or prohibited purpose. These restrictions protect both you and our processing partners and are not negotiable.

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3.2 Right to Refuse Service

Webconnex reserves the right, in its sole discretion, to refuse or terminate service to any account, organization, or campaign that it deems objectionable, offensive, misleading, fraudulent, or in poor taste even if the content or activity is not explicitly listed as prohibited.

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This includes, but is not limited to, campaigns or events that misrepresent Webconnex, damage platform integrity, or otherwise conflict with the spirit of our products and community. To the extent permitted by law, Webconnex may suspend or terminate any account, campaign, or access to the Services at any time, for any or no reason, with or without notice.

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We value free expression and diversity of belief; however, explicit, illegal, deceptive, or harmful activity will not be permitted.

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3.3 Prohibited Industries and Activities

You may not use Webconnex’s Services for activities involving (but not limited to) the following which may result in immediate cancellation of the account:

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Financial and Payment Services

• Alimony, child-support, or court-ordered payments
  
  
• Check-cashing or uncollectible-check payments
  
  
• Factoring, bail bonds, or liquidation services
  
  
• Debt collection, consolidation, or reduction programs
  
  
• Credit counseling, credit repair, or identity-theft protection
  
  
• Cash advances, money orders, prepaid cards, wire transfers, or foreign-currency sales
  
  
• Acting as a money-services business or money transmitter
  
  
• Transferring funds between accounts in the same name
  
  
• Card testing or authorization testing of payment instruments.
  
  

High-Risk or Regulated Goods and Services

• Alcoholic-beverage sales
  
  
• Pharmaceuticals, medical equipment, or medical-marijuana products
  
  
• Marijuana, cannabis, or events promoting their use (strictly prohibited by payment networks)
  
  
• Drugs, drug paraphernalia, bath salts, or herbals
  
  
• Tobacco, e-cigarettes, or related products
  
  
• Live animals
  
  
• Weapons, ammunition, replicas, or accessories
  
  
• Weight-loss programs
  
  

Fraudulent or Deceptive Business Practices

• Counterfeit or possibly counterfeit goods
  
  
• Pyramid, Ponzi, rebate, or upsell schemes
  
  
• Distressed-property marketing or timeshare sales/resales
  
  
• Buyers clubs, discount clubs, or membership clubs
  
  
• Infomercial, door-to-door, or outbound-telemarketing businesses
  
  
• Computer repair or maintenance services (including antivirus sales).
  
  
• Direct marketing of subscription offers.
  
  
• Internet pharmacies or referral sites
  
  
• Prepaid phone cards or phone services.
  
  
• “Scrip” dispensing terminals
  
  

Adult or Sexually Oriented Content and Services

• Pornography or sexually explicit materials
  
  
• Adult entertainment, nudity, or sexually suggestive events
  
  
• Escort, prostitution, or massage-parlor services
  
  
• Events that promote adult or sexual themes, coordinate sexual encounters/experiences, or encourage sexual interaction
  
  
• Material deemed obscene, explicit, or in poor taste by Webconnex
  
  

Gambling and Betting

• Casinos, off-track betting, fantasy sports, or lottery sales
  
  
• Memberships on gambling-related websites or any wagers
  
  

Violence, Hate, and Illegal Activity

• Hate, violence, racial intolerance, or financial exploitation of a crime
  
  
• Unlawful activities or items, or instructions that promote them
  
  
• Violent acts toward self or others, or materials encouraging such acts

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Note: Webconnex does not classify lawful, peaceable expression of differing beliefs or ideas as “hate” or “violence,” and we will not remove lawful clients merely because others find their beliefs objectionable.

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Other Restricted Uses

• Doctor-assisted suicide, abortion, or any activity that ends human life
  
  
• Political violence or extremist activity
  
  
• Real-estate or motor-vehicle sales
  
  
• Airline tickets, cruise lines, travel agents, or tour operators (require approval)
  
  
• Political campaigning (requires approval)
  
  
• Obscene or unlawful digital content, and the sale, exchange, or transmission of virtual or digital currency (except as expressly permitted in writing)
  
  
• Distressed-property or speculative-investment offerings
  
  
• Campaigns, registrations, or donation pages supporting prohibited industries or activities listed above

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3.4 Prohibited Data Practices and Platform Misuse

You may not use Webconnex Services to:

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• Collect, store, or transmit credit-card numbers, expiration dates, or CVV data outside approved payment fields. Upon discovery, these data fields will be immediately deleted, the data expunged and your account will be deleted.
  
  
• Collect, store, or transmit full Social Security numbers.
  
  
• Impersonate any person or entity or misrepresent your affiliation.
  
  
• Collect or attempt to collect personal information without consent, or use it outside legitimate Service functions.
  
  
• Accept payments on behalf of another merchant or provide yourself or others a credit-card cash advance.
  
  
• Send or receive funds derived from fraudulent or illegal behavior.
  
  
• Use the Services for any unlawful, harassing, defamatory, or fraudulent purpose.
  
  
• Post, transmit, or distribute false, misleading, obscene, pornographic, or otherwise unlawful content.
  
  
• Upload malware, spyware, worms, or any code that disrupts Service operation.
  
  
• Compete with Webconnex or its partners using the Service.
  
  
• Abuse the payment-card system or violate network operating regulations.
  
  
• Create or control an account linked to another account engaged in any prohibited activity.
  
  

3.5 Prohibited Uses of Email, Text Messaging, and Communication Tools

You may not use Webconnex’s built-in communication tools (including email, text messaging, or push notifications) to:

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• Send spam, mass solicitations, or unsolicited marketing messages;
  
  
• Send communications to any individual who has not provided express consent to receive them;
  
  
• Misrepresent the sender, subject, or purpose of a message;
  
  
• Deliver misleading, fraudulent, or irrelevant content; or
  
  
• Send communications unrelated to legitimate, expected use of Webconnex products (such as event updates, receipts, reminders, or donor engagement).
  
  

Licensees must maintain accurate opt-in and opt-out records for all recipients and comply with applicable laws, including CAN-SPAM, TCPA, and other anti-spam and privacy regulations.
All communications sent through Webconnex must be useful, relevant, and consistent with the intended purpose of our platform, and compliant with these Terms.

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3.6 Digital Abuse, Security, and Platform Misuse

You may not use any Webconnex product, platform, or service in a way that compromises the integrity, security, or performance of Webconnex systems or the experience of other users.

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This includes, but is not limited to:

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• Brand or identity impersonation: Creating accounts, pages, or communications that falsely represent Webconnex, its brands, partners, or any third party.
  
  
• Phishing or deceptive collection: Tricking users into providing credentials, financial information, or personal data through fraudulent forms, links, or sites.
  
  
• Malware or malicious scripts: Uploading, embedding, or distributing code intended to harm systems or steal data, such as viruses, worms, trojans, adware, or ransomware.
  
  
• Unauthorized code injection or modification: Using browser extensions, pixels, or embedded scripts that alter platform behavior or harvest data without consent.
  
  
• Deceptive or manipulative link activity: Engaging in link-building schemes, doorway pages, or artificial traffic generation that misleads users or search engines.
  
  
• Automated scraping or extraction: Using bots, crawlers, or automation tools to access or copy data from Webconnex Services.
  
  
• Security probing or testing: Scanning, probing, or testing vulnerabilities without written authorization.
  
  
• Bypassing or disabling security controls: Circumventing authentication, encryption, or API-rate limits.
  
  
• Unsolicited communications: Sending spam, marketing blasts, or bulk solicitations using Webconnex systems.
  
  
• Hosting or linking to malware or exploit kits.
  
  
• Unauthorized data sale or sharing: Selling, renting, or transferring user or attendee data for unrelated purposes.
  
  
• Denial-of-service or interference attacks: Overloading, disrupting, or impairing servers, APIs, or network infrastructure.
  
  
• Reverse engineering or decompiling: Attempting to derive or access Webconnex source code or trade secrets.
  
  

Violations may result in immediate suspension or termination of Services, data loss, and possible legal action. Webconnex reserves the right to investigate and cooperate with law enforcement regarding any suspected digital abuse or breach.

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3.7 Restricted Activities (Require Prior Approval)

Some categories may be approved in writing by Webconnex on a case-by-case basis:

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• Airline tickets
  
  
• Car or truck rentals
  
  
• Cruise lines or cruises
  
  
• Political campaigning
  
  
• Travel agents and tour operators

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3.8 Investigation and Enforcement

Webconnex may use available data, including IP addresses, shared business names, phone numbers, and mailing addresses to determine whether a Licensee controls or is affiliated with a prohibited account.

If Webconnex determines that funds are derived from fraud or a prohibited activity, those funds may be frozen, returned to the purchaser, or seized, and Webconnex reserves the right to report such activity to law enforcement and to terminate related accounts without notice.

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4. Client & End User Data

What you need to know about this sectionYou own and control all attendee and customer data collected through your account. Webconnex only processes that data to provide our services, never contacts your customers, and doesn’t sell or use their information for unrelated purposes. You’re responsible for collecting and handling that data lawfully.

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4.1 Data Ownership and Use

Licensees are the data controllers of all information collected through their Webconnex accounts, including data from event attendees, registrants, donors, or ticket holders (“Client Data”). Webconnex acts only as a data processor, providing tools to collect, store, and manage that data on your behalf.

You must ensure that you have all necessary rights, permissions, and lawful bases to collect and process Client Data. Webconnex does not control or determine what information you collect, how you use it, or for what purpose. You are solely responsible for complying with your own privacy policy, terms of service, and all applicable privacy and data-protection laws (such as GDPR, CCPA, and CAN-SPAM).

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4.2 Uploading Client Data to the Platform

If you upload Client Data to the Webconnex platform:

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• You authorize Webconnex to process that data only to provide the Services.
  
  
• You must ensure that all uploaded data is lawful, non-infringing, and does not contain viruses, malware, or harmful code, and is otherwise compliant with these Terms.
  
  
• You and any users under your account may not create, transmit, display, or make available any Client Data that violates these Terms or the rights of others, including data that is threatening, abusive, harassing, defamatory, obscene, hateful, or otherwise unlawful.
  
  
• You must have the necessary rights to use and process any Client Data you upload or import.
  
  

All ownership rights to Client Data remain with you (or your data subjects), not Webconnex.

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4.3 Payment Processing Data

As described in Section 2, Webconnex and its payment partners collect limited payment data solely for the purpose of processing transactions. This data is not used for marketing, solicitation, or any other purpose beyond payment facilitation and fraud prevention.

Webconnex never uses payment or end-user data to contact, solicit, or market to your attendees or donors. You control all communications through your Webconnex account.

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4.4 Accuracy and Responsibility

Webconnex does not verify the accuracy of any Client Data. You are entirely responsible for the content, accuracy, and legality of all Client Data you collect or upload. Any actions taken based on Client Data by you, Webconnex, or others are your sole responsibility.

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4.5 Unlawful or Objectionable Data

Webconnex does not pre-screen or monitor Client Data but reserves the right to review and remove data if it believes, in its sole discretion, that:

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• The data is illegal, infringing, or violates these Terms;
  
  
• The data was obtained unlawfully or without proper consent; or
  
  
• The data poses a threat to the security, integrity, or reputation of the Webconnex platform.
  
  

In such cases, Webconnex may:

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1. Notify the Licensee and request correction;
   
   
2. Deny publication or access to the data;
   
   
3. Remove or restrict access to the affected data; or
   
   
4. Delete the data entirely without prior notice.
   
   

If you provide convincing evidence that the data is lawful, Webconnex may, at its discretion, restore the data. Webconnex also complies with the Digital Millennium Copyright Act (DMCA) and will remove content in response to valid takedown notices (see Section 19.5 and 19.6).

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4.6 Data Privacy and Personal Information

As further described in our Privacy Policy, Webconnex processes personal information solely to perform Services on your behalf. Webconnex:

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• Does not sell personal information;
  
  
• Does not retain, use, or disclose personal information for any purpose other than providing Services;
  
  
• May de-identify or aggregate data for analytics, fraud prevention, and platform improvement;
  
  
• May process data for operational, safety, and compliance purposes; and
  
  
• Reserves the right to delete personal information according to its retention schedules and legal obligations.
  
  

You acknowledge and agree that personal information shared with Webconnex is provided for the limited purpose of delivering Services, and that you alone are responsible for obtaining consent from your end users where required by law, and Webconnex will make no effort to obtain any applicable or necessary consent from your end users.

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Webconnex complies with all applicable privacy laws and frameworks, including GDPR, CCPA, and CPRA.

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4.7 Compelled Disclosure

Webconnex may disclose Client Data or confidential information when legally compelled to do so. If permitted by law, Webconnex will make reasonable efforts to provide prior notice to the Licensee. If disclosure is required in a civil proceeding and the Licensee does not contest it, the Licensee agrees to reimburse Webconnex for reasonable costs incurred in securely providing that information.

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4.8 Cooperation with Data Requests

As a data processor, Webconnex will assist Licensees, as data controllers, in meeting their obligations under GDPR Article 28, including data-subject access requests and the exercise of user rights. Licensees remain responsible for fulfilling all legal obligations to data subjects.

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5. Data Processing Contract

What you need to know about this section
This section explains how Webconnex handles customer and attendee data as a data processor. You control your customer data, and we process it only as instructed safely, lawfully, and in accordance with our Privacy Policy and applicable privacy laws.

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5.1 Relationship and Legal Basis

For the purposes of Article 28 of the General Data Protection Regulation (EU) 2016/679 (GDPR), these Terms, together with our Privacy Policy (see Section 13), constitute the data processing contract between you (the Licensee) as the data controller and Webconnex as the data processor, unless a separate Data Processing Agreement (DPA) has been executed.

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By using Webconnex Services, you instruct Webconnex to process Client Data as described in these Terms and our Privacy Policy.

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For Licensees located outside the European Union, this section still applies by analogy. Webconnex will handle Client Data in accordance with comparable privacy and security principles, including lawful purpose limitation, access control, data minimization, and secure processing consistent with major privacy frameworks such as CCPA, CPRA, and other applicable laws.

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Licensee grants Webconnex a general authorization, as permitted under Article 28(2) of the GDPR, to engage subprocessors as necessary for the performance of the Services, provided that Webconnex ensures each subprocessor is bound by written terms offering data protection standards no less protective than those set forth in these Terms and in compliance with applicable data protection laws.

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5.2 Subject Matter and Nature of Processing

Webconnex provides the platform that allows Licensees, as data controllers, to collect, store, and organize the personal data of individuals they determine (“data subjects”). Licensees decide what data to collect, how to configure their accounts, and how that data is used or retained.
Webconnex only processes data to provide its Services and does not make independent decisions about the purpose or legality of processing.

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5.3 Duration and Data Retention

Webconnex processes data on your behalf for the duration of your use of the Services. Upon termination of your account:

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• Webconnex will retain Client Data for up to six (6) months, allowing you to reopen or export your account data unless you instruct otherwise.
  
  
• After this period, or upon your written request, Webconnex will delete or return all personal data and erase remaining copies unless retention is required by law.
  
  
• Webconnex’s data deletion procedures comply with applicable privacy and data-protection regulations.
  
  

5.4 Rights and Obligations of the Parties

Licensee’s responsibilities for Client Data are outlined in Sections 4 and 5 of these Terms. Licensee must ensure that any person authorized to process personal data under its account has committed to confidentiality or is bound by a legal confidentiality obligation.

Webconnex will:

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• Implement and maintain security measures consistent with Article 32 of the GDPR and comparable standards in other jurisdictions.
  
  
• Make available to Licensee all information necessary to demonstrate compliance with these obligations.
  
  
• Cooperate with lawful data audits or inspections requested or mandated by the Licensee, provided such activities do not compromise the security or privacy of other Webconnex customers or systems.

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6. Licensee Covenants

What you need to know about this section
You agree not to resell, copy, or reverse-engineer Webconnex software and to comply with all privacy and data-protection laws when handling customer information. You are responsible for any security breach or loss caused by your own systems, users, or account access.

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6.1 Non-Transfer and Use Restrictions

Licensee agrees that the Services provided by Webconnex are non-transferable and may not be resold, sublicensed, or otherwise assigned to any third party. Licensee shall not, directly or indirectly:

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1. Modify, enhance, alter, or create derivative works based on the Services.
   
   
2. Decompile, decode, unlock, or otherwise attempt to discover the source code (“Reverse Engineering”).
   
   
3. Assist, enable, or permit others to engage in any of the foregoing activities.

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6.2 Privacy Compliance and Indemnification

As the data controller for any personal or sensitive information collected, Licensee must comply with all applicable privacy, consumer-protection, and data-handling laws and regulations.
Licensee shall indemnify and hold harmless Webconnex from any claims, damages, fines, or liabilities arising from Licensee’s failure to comply with these obligations.

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If a Licensee account is compromised due to phishing, credential theft, employee misconduct, or any other unauthorized access not caused by Webconnex, all resulting losses including diverted payouts or financial exposure are solely the Licensee’s responsibility. Webconnex is not liable for any loss resulting from such unauthorized access.

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7. Purchase Protection

What you need to know about this section
If you choose to offer Purchase Protection through Webconnex, you agree to use only our approved partner, Purchase Protection LLC. This section covers exclusive use, penalties for violations, fair-claim requirements, and our right to remove the feature if it’s misused.

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7.1 Exclusive Use

Throughout the term of this Agreement, Licensee shall use Purchase Protection LLC exclusively for event-ticket, registration-protection, and refund-coverage services. Using any other provider constitutes a material breach of these Terms and entitles Webconnex to rescind the Agreement and, if warranted, pursue damages.

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7.2 Penalty for Unauthorized Use

If Licensee uses another protection or refund service during an active contract term, Licensee agrees to pay Webconnex a one-time penalty equal to the amount Purchase Protection LLC would have received if 50 percent of event attendees had purchased coverage.

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7.3 Compliance with Purchase Protection Terms

Licensee must comply with the Purchase Protection Terms and Conditions, incorporated by reference into these Terms and available at the published URL.

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7.4 Event Organizer Responsibilities

• Event organizers must act in good faith when handling refund requests and may not file or encourage false or misleading claims.
  
  
• Once any attendee has purchased Purchase Protection for an event, organizers cannot remove the Purchase Protection option from that event page.
  
  
• Organizers may not promote or facilitate claims that conflict with or fall outside Purchase Protection’s covered reasons.

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7.5 Webconnex’s Right to Remove or Restrict

Webconnex reserves the right, at its sole discretion, to remove or restrict Purchase Protection for any event or Licensee account with or without notice for misuse, fraud, poor economic performance, violation of these Terms, or any other reason deemed warranted. Webconnex will attempt to provide notice when feasible but does not guarantee it. In such cases, Webconnnex reserves the right to, in its sole discretion, refund all enrolled attendees of their Purchase Protection fees, but cannot guarantee refunds of all fees paid. 

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7.6 Known Exclusions

Events or activities prohibited under Webconnex’s Terms of Service are ineligible for Purchase Protection. If an event cannot lawfully or contractually use Webconnex’s Services, it likewise cannot offer Purchase Protection coverage.

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8. Webconnex Covenants

What you need to know about this section
We promise to use our best efforts to keep our services reliable and secure. While we maintain high uptime and strong data safeguards, we can’t guarantee specific outcomes like ticket sales, donations, or event success. That part’s up to you.

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8.1 Performance Standard

Webconnex agrees to use commercially reasonable efforts in providing its Services, including maintaining system availability consistent with its stated 99.9 percent uptime target described in Section 2.1.

However, Webconnex makes no guarantee or warranty regarding any specific business outcome, such as ticket sales, registrations, donations, sponsorships, or memberships resulting from Licensee’s use of the Services.

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8.2 Privacy and Data Handling

Webconnex agrees to comply with all applicable data-protection and privacy laws in the collection, storage, and transmission of personal information, as described in its Privacy Policy. Webconnex will maintain appropriate administrative, physical, and technical safeguards to protect personal and confidential data within its control, consistent with legal requirements and Section 2 of these Terms.

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9. Webconnex Right to Subcontract

What you need to know about this section
We sometimes work with trusted partners to deliver parts of our services. We may share only the information needed for them to do their job, and those partners must keep it confidential under the same strict standards we follow.

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9.1 Subcontracting Rights

Webconnex reserves the right to subcontract all or any portion of the Services to be performed under these Terms. Licensee authorizes Webconnex to disclose necessary information, including Confidential Information (as defined in Section 12), to subcontractors as reasonably required to perform the Services.

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9.2 Confidentiality Obligations

Any subcontractor or third party engaged by Webconnex will be bound by written confidentiality obligations that are at least as stringent as those set forth in Section 12 of these Terms. Webconnex remains responsible for ensuring its subcontractors maintain those standards.

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10. Indemnity

What you need to know about this section
You agree to protect and defend Webconnex from legal claims or losses that arise because of your actions, configurations, or violations of these Terms. We’re not responsible for events or outages beyond our control, like payment processor failures or internet downtime.

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10.1 Licensee Indemnification

Licensee agrees to indemnify, defend, and hold harmless Webconnex, its parent company, subsidiaries, affiliates, and their respective employees and agents, from and against all claims, lawsuits, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Licensee’s breach of any representations, warranties, or obligations under these Terms.
   
   
2. Licensee’s wrongful, improper, negligent, or unlawful use of the Services.
   
   
3. Any violation of third-party rights, including privacy, intellectual property, or publicity rights.
   
   
4. Licensee’s or its affiliates’ failure to obtain or maintain required licenses, permits, or approvals.
   
   
5. Licensee’s or its affiliates’ failure to comply with applicable privacy or data protection laws.
   
   
6. Licensee’s or its affiliates’ violation of third-party platform or payment-processor terms.
   
   
7. Any third-party claim related to the content, data, or functionality of Licensee’s website or account.

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10.2 Limitation of Webconnex Liability for External Services

Webconnex, its affiliates, employees, and agents shall have no liability for any claims, losses, or damages arising from or related to:

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• Payment processor outages, interruptions, or merchant processing delays.
  
  
• Failures of internet service providers (e.g., Spectrum).
  
  
• Failures of hosting or infrastructure providers (e.g., Amazon Web Services).
  
  
• Any event or condition outside Webconnex’s reasonable control, including force majeure.
  
  

Licensee acknowledges and agrees that Webconnex is not responsible for such events or interruptions and has no obligation to compensate for losses resulting therefrom.

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10.3 Exceptions

Licensee shall not be responsible for any claims or damages caused by the acts or omissions of Webconnex or its affiliates, agents, or employees.

10.4 Survival

The indemnification obligations under this Section 10 shall survive the termination or expiration of these Terms and are subject to the limitations outlined in Section 11 below.

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11. Limitation of Warranties and Liability

What you need to know about this section
We work hard to deliver reliable, secure software but we can’t promise perfection or guarantee your results. You use our services at your own risk, and our total liability to you is limited as explained below.

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11.1 No Warranty

All Webconnex Services are provided “as is” and without any warranties, express or implied. Webconnex makes no guarantee that its Services, software, or websites will be uninterrupted, error-free, or that they will meet Licensee’s specific expectations or requirements.

Webconnex expressly disclaims all warranties of merchantability, fitness for a particular purpose, accuracy, performance, or non-infringement. No oral or written information or advice from Webconnex or its representatives creates any warranty not expressly stated in these Terms.

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11.2 Assumption of Risk

Licensee understands and acknowledges that Webconnex does not control or guarantee:

• The quality, legality, or accuracy of any event, content, or transaction managed through the Services;
  
  
• The truthfulness, safety, or behavior of users, attendees, or participants;
  
  
• The reliability or continuity of third-party vendors, processors, or partners.
  
  

Licensee assumes all risk arising from its own events, transactions, and use of the Services. Some events may carry inherent risks (such as illness, injury, or property damage), and by hosting or facilitating such events, Licensee and its users voluntarily assume those risks. Webconnex shall have no liability for any injury, damages, or losses resulting from participation in events or from acts of third parties beyond its control.

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11.3 Limitation of Liability

To the fullest extent permitted by law:

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Aggregate Cap. Webconnex’s total cumulative liability to Licensee for all claims, damages, or losses arising from or relating to these Terms, regardless of the form of action, shall not exceed the total fees collected by Webconnex from Licensee in the twelve (12) months preceding the event giving rise to the claim.

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Exclusion of Punitive & Indirect Damages. Webconnex shall not be liable for any special, consequential, incidental, exemplary, punitive or indirect damages (including lost profits, revenue, data, or goodwill), even if advised of their possibility.

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Unauthorized Access and Account Compromise. Webconnex shall have no liability for any loss, theft, or misuse of funds, data, or personal information resulting from unauthorized access to a Licensee’s account including phishing, stolen credentials, employee misconduct, weak passwords, or other compromise whether by Licensee’s staff, contractors, or outside attackers. Licensee is solely responsible for safeguarding its credentials, access controls, and payout or bank details. Any financial loss or diverted payouts resulting from such compromise are solely the responsibility of the Licensee.

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Third-Party and Infrastructure Failures. Webconnex is not responsible for losses or downtime caused by failures or interruptions of payment processors, banking networks, hosting providers, internet carriers, or other vendors, nor for regional outages, force-majeure events, or acts beyond its reasonable control.

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Time Limit on Claims. Licensee must bring any claim within twelve (12) months after the cause of action accrues.

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Assumed Risk. Licensee expressly agrees that its use of Webconnex Services is at its own risk.

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11.4 AI-Assisted Support and System Behavior

Webconnex may use industry standard third-party artificial-intelligence systems to provide customers faster answers and automated assistance. Licensee acknowledges that AI-generated responses may occasionally include inaccuracies or incomplete information. Webconnex is not bound by, nor liable for, any statement, pricing, or representation produced by AI systems or by anyone attempting to manipulate those systems through “prompt injections,” exploits, or similar unauthorized commands. Any such misuse constitutes a material breach of these Terms.

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11.5 Customer-Directed Actions and Instructions

If Licensee instructs Webconnex personnel to perform configuration changes, deletions, data edits, or other actions that result in disruption, data loss, or other negative effects, Licensee agrees that Webconnex will be held harmless from any resulting damages or liability.

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12. Confidentiality

What you need to know about this section
Both you and Webconnex agree to protect each other’s confidential information. We each promise to use it only for purposes under this agreement, safeguard it with reasonable care, and keep it private even after our relationship ends.

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12.1 Definition of Confidential Information

“Confidential Information” means all non-public, proprietary, or sensitive information of either party, whether spoken, written, or electronic, relating to that party or its customers, investors, suppliers, or business operations. This includes trade secrets, technical data, product plans, software, business strategies, pricing, financial information, and any other information a reasonable person would understand to be confidential, whether or not marked as such. Confidential Information also includes information processed through Webconnex’s systems or the systems of subcontracted service providers where such information is not otherwise public, but not information generated by artificial-intelligence tools unless specifically noted otherwise.

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12.2 Exclusions

Confidential Information does not include information that:

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• Is or becomes publicly known through no fault of the receiving party;
  
  
• Was lawfully known to the receiving party before disclosure;
  
  
• Is lawfully obtained from a third party without restriction; or
  
  
• Must be disclosed by law, regulation, or valid court order, provided the receiving party gives prompt notice (when legally permitted) to allow protective measures. Confidential Information also does not include de-identified, aggregated, or AI-generated outputs that do not reveal the other party’s non-public information and are used solely to operate, secure, or improve the Services.

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12.3 Use and Nondisclosure Obligations

Each party agrees to:

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• Use the other party’s Confidential Information solely to perform duties or exercise rights under these Terms;
  
  
• Not disclose the other party’s Confidential Information to any third party without prior written consent, except to employees, agents, subcontractors, or AI systems under its control with a legitimate need to know; and
  
  
• Ensure all such persons or systems are bound by confidentiality obligations at least as protective as these Terms.
  
  

12.4 Safeguards

Each party will protect the other’s Confidential Information using at least the same degree of care it uses to protect its own confidential materials and in no case less than prevailing industry standards.

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12.5 Compelled Disclosure

If either party is legally required to disclose the other’s Confidential Information, it shall, when and to the extent permitted by law, promptly notify the other party so that protective action may be sought. If disclosure is ultimately required, the disclosing party shall:

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• Reveal only the portion legally mandated; and
  
  
• Use reasonable efforts to ensure the information receives confidential treatment.
  
  

12.6 Return or Destruction

Upon termination of the parties’ relationship or upon written request, each party shall, within thirty (30) days, return or securely destroy all copies of the other’s Confidential Information in its possession and confirm such destruction in writing, unless retention is required by law.

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12.7 Duration

Confidentiality obligations take effect immediately upon first access to Confidential Information and remain in force throughout the relationship and thereafter for so long as the information remains confidential or proprietary.

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12.8 Equitable Relief and Remedies

The parties acknowledge that improper disclosure or misuse of Confidential Information would cause irreparable harm for which monetary damages would be inadequate. Webconnex (and either party, where applicable) shall be entitled to seek equitable relief, including injunctions, without posting a bond, in addition to any other legal remedies available.

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13. Data Privacy & Privacy Policy

What you need to know about this section
We take privacy seriously. You own your attendee, donor, and registrant data. Webconnex only processes that data on your behalf, keeps it secure and encrypted, and never uses it for marketing or solicitation. Your customers are subject to your privacy policy, not ours.

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13.1 Privacy Commitment

Webconnex values the privacy and security of all personal information entrusted to it by its Clients, Licensees, and Users. Webconnex implements administrative, physical, and technical safeguards designed to protect such information from unauthorized access, disclosure, or misuse, including encryption in transit and at rest.

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13.2 Data Ownership and Use

All data collected through Webconnex Services including attendee, registrant, donor, ticket holder, or contact information is and shall remain the sole property of the Licensee.
Webconnex acts only as a data processor on behalf of the Licensee and will never:

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• Use, sell, rent, or otherwise exploit Licensee or attendee data for marketing, solicitation, or commercial purposes;
  
  
• Contact, remarket, or solicit attendees, donors, or registrants; or
  
  
• Claim ownership or independent rights to Licensee’s customer data.
  
  

Any personal data collected by Licensees through Webconnex Services is governed by the Licensee’s own privacy policy and data practices, not by Webconnex’s.

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13.3 Incorporation of Privacy Policy

Webconnex’s Privacy Policy, located at https://www.webconnex.com/privacy-policy/, is incorporated into and made part of these Terms by reference. The Privacy Policy describes in detail how Webconnex collects, uses, processes, and discloses personal data for the limited purpose of providing and improving its Services.

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13.4 Acknowledgment and Compliance

By using Webconnex Services or submitting personal information to Webconnex, Licensee and its users acknowledge and agree to the terms of the Privacy Policy. Webconnex will comply with all applicable privacy and data protection laws, including, but not limited to, the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), other state privacy regulations (to the extent applicable), and the General Data Protection Regulation (GDPR), as described in its Privacy Policy.

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14. Representations & Warranties

What you need to know about this section
Both you and Webconnex promise that we have the authority to enter this agreement, will comply with all applicable laws, and won’t do anything fraudulent, illegal, or misleading when using or providing our services.

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14.1 Mutual Representations & Warranties

Each Party represents and warrants that it:

‍

• Has the full legal right and authority to enter into and perform under these Terms;
  
  
• Is not restricted by any conflicting agreement or obligation;
  
  
• Will comply with all applicable laws, regulations, and governmental orders; and
  
  
• Will not engage in illegal, deceptive, or fraudulent acts in connection with these Terms or the Services.

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14.2 Licensee Representations & Warranties

Licensee further represents and warrants that:

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• Lawful and Compliant Use: All activities conducted through Webconnex Services will comply with applicable laws, regulations, and fair labor standards, and any required permits or licenses will be obtained before use.
  
  
• Respect for Third-Party Rights: Licensee’s use of Webconnex Services will not infringe upon any third party’s intellectual property, privacy, publicity, or contractual rights.
  
  
• Protection of Personal Data: Licensee will handle all attendee, donor, registrant, and user data lawfully, maintain a clear and accessible privacy policy, and ensure that its staff, contractors, and affiliates comply with applicable data protection requirements.
  
  
• No Misuse or Copying: Licensee will not copy, reverse engineer, decompile, or otherwise replicate Webconnex’s software, systems, or technology, nor assist others in doing so.
  
  
• Responsibility for Conduct: Licensee assumes full responsibility for the actions of its employees, contractors, partners, and affiliates when accessing or using Webconnex Services.

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15. Customer Service

What you need to know about this section
We’re committed to providing responsive, knowledgeable support. Some support options are included, others, like Attendee Support, are paid add-ons. We also use AI to speed responses, but AI answers aren’t guarantees, and directions you give our team are your responsibility.

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15.1 Standard Support

Unless otherwise agreed in writing, Webconnex will provide Tier One Support to Licensee. Standard customer support is available 8:00 a.m.–6:00 p.m. Pacific Time, Monday through Friday (excluding U.S. federal holidays).

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15.2 Limited After-Hours Support

Limited support may be available during evenings, weekends, or holidays at Webconnex’s discretion. Response times may vary based on severity, volume, and timing.

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15.3 Scope of Support

Webconnex provides customer service and technical support to Licensee only. However, Webconnex offers an optional paid upgrade, Attendee Support, through which Webconnex may assist Licensee’s end users, attendees, donors, or registrants directly. The scope, hours, and pricing of Attendee Support are defined in the applicable written agreement or order form. Outside of that program, Webconnex has no obligation to provide direct end-user support.

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15.4 AI-Assisted Support

Webconnex may use industry-standard third-party artificial-intelligence tools to assist with responses to customer inquiries and resolve routine inquiries more quickly. While these systems are trained for accuracy, AI-generated information may occasionally be incomplete or incorrect. Webconnex does not guarantee or warrant the accuracy of any AI-generated response, and is not bound by statements, pricing, or representations made by automated systems or individuals attempting to manipulate or “prompt inject” those systems. Any such misuse will be considered a material breach of these Terms.

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15.5 Customer-Directed Actions

When Licensee instructs Webconnex support personnel to perform specific actions, such as changing configurations, deleting data, adjusting settings, or performing system updates, Licensee assumes all responsibility for the results of those actions. Licensee agrees to hold Webconnex harmless from any disruption, data loss, downtime, or other adverse effect arising from instructions or authorizations provided by Licensee or its representatives.

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15.6 Communications (Email, Phone, SMS/MMS)

By requesting information about the Services, signing up for a demo, creating an account, or otherwise providing contact details, Licensee or event attendees, registrants, and ticket holders authorize Webconnex to contact you via email, telephone, SMS/MMS, and in-app messages for the following purposes: (a) delivering requested materials (e.g., demo links, product information, promotional content you asked for), (b) account creation and management (e.g., confirmations, status updates, billing notices, feature tips), (c) customer support and follow-up on inquiries, and (d) security and fraud-prevention (including multi-factor authentication and critical service alerts). Consent is not a condition of purchase.

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Email. We may email Licensee and Licensee’s customers (event attendees, registrants, ticket holders) for transactional/operational purposes and, where permitted, for product updates and marketing. Licensees and their customers (event attendees, registrants, ticket holders) may opt out of marketing emails at any time using the unsubscribe link; but we will continue to send transaction related and security emails.

Phone Calls. We may call the number a Licensee provides to schedule or conduct demos, follow up on inquiries, or provide customer-service updates. Licensees may ask to be placed on our internal Do-Not-Call list at any time. Calls may be monitored or recorded for quality and training; if a Licensee does not wish to be recorded, please tell the agent.

Text Messaging (SMS/MMS). If a Licensee and/or Licensee’s customers (event attendees, registrants, ticket holders) opt in, they authorize Webconnex to send messages to the mobile number  provided for support responses, product information  requested, follow-ups to inquiries, and security (including two-factor codes). Message frequency may vary (up to 8 messages/month). Message and data rates may apply. Mobile carriers are not liable for delayed or undelivered messages.

• Opt-Out: Text STOP to the number to opt out; you may receive a confirmation message.
  
  
• Help: Text HELP to the number to obtain additional information and options.
  
  
• Accepted opt-out keywords include STOP, END, CANCEL, UNSUBSCRIBE, and QUIT; accepted help keywords include HELP
  
  
• Security/Transactional Messages. For account security and essential service communications (e.g., MFA codes, breach notices, service disruptions), opt-out mechanisms do not apply where legally permitted.
  
  
• Your Responsibilities. You agree to maintain accurate contact information and represent that you are the subscriber or usual user of any phone number you provide.
  
  
• Compliance. We send communications in accordance with applicable laws (including CAN-SPAM, TCPA, and, where applicable, GDPR/CCPA). Our Privacy Policy explains how we process personal data and your rights.
  
  
• Vendors. We may use compliant third-party providers to deliver communications on our behalf.

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16. Promotion

What you need to know about this section
You agree that Webconnex can reference your organization as a customer. We may display your name, logo, or event as part of customer examples and marketing materials always respectfully and without claiming endorsement.

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16.1 Use of Brand and Logo

Licensee acknowledges and agrees that Webconnex may use Licensee’s brand name, logo, and event information in case studies, customer spotlights, product showcases, websites, social media, printed materials, and other promotional tools used by Webconnex, without prior written approval.

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16.2 No Infringement or Claims

Licensee agrees that such use does not constitute infringement, misappropriation, or violation of any intellectual property rights and waives any claim or cause of action arising from Webconnex’s good-faith promotional use of such materials.

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16.3 Opt-Out Option

If Licensee prefers not to be featured in promotional materials, it may notify Webconnex in writing at any time, and Webconnex will make reasonable efforts to remove or exclude Licensee’s marks from future publications or marketing uses.

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17. Equitable Relief

What you need to know about this section
Some breaches, like disclosing confidential data or misusing our platform, can cause harm that money alone can’t fix. This section allows us to seek immediate court action to stop that harm.

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Licensee acknowledges that the covenants, restrictions, and obligations in these Terms are reasonable and necessary to protect the legitimate interests of Webconnex. Licensee further agrees that any actual or threatened breach of these Terms, including, without limitation, the unauthorized disclosure of Confidential Information, infringement or misuse of Webconnex’s intellectual property, or other violations of these Terms, would cause Webconnex irreparable harm for which monetary damages would be inadequate.

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Accordingly, Webconnex shall be entitled, without the necessity of posting a bond or other security, to seek injunctive or other equitable relief from any court of competent jurisdiction to prevent or restrain such breach or threatened breach. This right is in addition to, and not in limitation of, any other remedies available to Webconnex at law or in equity.

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18. Non-Solicitation of Employees

What you need to know about this section
We value our people and do our best to find the world’s best humans to serve you. During and shortly after our relationship, you agree not to recruit or solicit our employees. 

‍

Licensee agrees that during the term of these Terms and for a period of one (1) year following their termination, Licensee will not, directly or indirectly:

‍

• Solicit, recruit, attempt to recruit, hire, or otherwise induce any employee, contractor, or representative of Webconnex (of whom Licensee became aware through its relationship with Webconnex) to leave their employment or engagement; or
  
  
• Assist or encourage any other party in doing so.
  
  

This restriction applies only to employees or contractors with whom Licensee had contact or about whom Licensee obtained information through its work with Webconnex.

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Licensee acknowledges that Webconnex’s employees, contractors, and representatives are vital to its business success and that attempting to hire or solicit them would cause unfair competitive harm.

Healthy competition is welcome, but using confidential, proprietary, or protected information obtained through the relationship to recruit or interfere with Webconnex personnel is strictly prohibited.

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19. Intellectual Property Rights & Remedies

What you need to know about this section
Our software, code, designs, and technology are the result of years of development and creativity. This section explains what “intellectual property” means, who owns what, and what to do if you believe someone is infringing rights (ours or yours).

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19.1 Definition of Intellectual Property

“Intellectual Property” means all right, title, and interest in and to any of the following, whether tangible or intangible, registered or unregistered, published or unpublished, and including all related registrations, renewals, extensions, and goodwill: patents and patentable subject matter; trademarks, trade names, service marks, logos, trade dress, and brand identifiers (“Trademarks”); internet domain names, URLs, websites, and web pages; copyrightable works and expressions, including software, templates, source and object code, APIs, data, databases, schematics, documentation, and designs; trade secrets and know-how; and any causes of action, royalties, fees, or proceeds related to the foregoing.

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19.2 Ownership

All Webconnex Intellectual Property is and shall remain the sole and exclusive property of Webconnex. Licensee obtains no ownership or other rights in any Webconnex Intellectual Property by virtue of these Terms or its use of the Services. Any goodwill derived from Licensee’s use of Webconnex Intellectual Property automatically benefits Webconnex. If Licensee acquires any rights in Webconnex Intellectual Property by operation of law or otherwise, such rights are irrevocably assigned to Webconnex without further action.

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19.3 Restrictions on Use

Licensee shall not, and shall not assist or encourage others to, interfere with or challenge Webconnex’s ownership or rights in its Intellectual Property; register or attempt to register any mark, domain, or identifier confusingly similar to Webconnex’s; use or display any Webconnex marks without written authorization; or misappropriate, copy, reverse engineer, or create derivative works of any Webconnex software, platform, or technology.

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19.4 Reporting Intellectual Property Concerns

If you believe Webconnex is using your intellectual property in a way that infringes your rights, please notify us promptly in writing at help@webconnex.com. Include sufficient detail for us to evaluate your claim, and we will review and respond appropriately. If you believe another user or organization is misusing your intellectual property through our Services, you may also report that to us at the same address.

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19.5 Copyright Infringement (DMCA Procedure)

Webconnex prohibits the posting or submission of material that infringes the rights of others. Under the Digital Millennium Copyright Act (“DMCA”), Title 17 U.S.C. §512(c)(3), notifications of claimed infringement should be emailed to help@webconnex.com and must include:

‍

• Identification of the copyrighted work(s) alleged to be infringed;
• Description of the material claimed to be infringing and the URL(s) where it appears;
• Your full name, address, telephone number, and valid email;
• A statement that you have a good-faith belief that the disputed use is not authorized;
• A statement, made under penalty of perjury, that the information is accurate and you are authorized to act on behalf of the owner; and
• Your physical or electronic signature.

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Upon receiving a compliant notice, Webconnex will act expeditiously to remove or disable access to the material and notify the uploader. Submitting false or misleading notices may result in liability under U.S. law.

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19.6 Termination for Repeat Infringement

Webconnex will promptly terminate, without notice, any user determined to be a “repeat infringer,” meaning a user who has been notified of infringing activity more than twice or whose content has been removed more than twice. Webconnex may also, in its discretion, limit or terminate access for any user who infringes the rights of others. If your account is terminated for infringement, no refund will be issued.

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19.7 Trademark and Other Rights Violations

For alleged violations involving trademarks, impersonation, defamation, obscene or offensive content, harassment, or spam, please email help@webconnex.com with relevant details. Webconnex will review credible reports and respond as appropriate.

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19.8 Use of Webconnex Trademarks

Webconnex’s names, logos, and marks are protected and may not be used without written permission. Default branding that appears on certain webpages may include Webconnex marks, but any other use requires written authorization. Unauthorized use may result in enforcement action to protect our marks and avoid confusion.

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19.9 No Spamming and Communications Compliance

Licensee agrees not to use Webconnex’s Services to send unsolicited or unlawful communications. The Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and similar laws prohibit unauthorized messaging. Licensee represents that it has obtained all necessary permissions for any communications sent through Webconnex’s tools, and agrees to defend, indemnify, and hold Webconnex harmless from any claims or liabilities arising from such communications. Licensee is solely responsible for the content and timing of all communications it sends through the Services.

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20. Disputes & Arbitration

What you need to know about this section
If a dispute arises, we’ll do our best to resolve it quickly and fairly. By agreeing to these Terms, you waive the right to a jury or judge trial and agree that disputes will be resolved by binding arbitration, which is typically faster, more efficient, and confidential.

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20.1 Fee Disputes

If there is a good-faith dispute about fees, Webconnex will notify Licensee in writing within ten (10) days of the payment due date, stating the reason and amount in question. Licensee may not withhold payment of any disputed portion during the dispute process. Both parties agree to work in good faith to resolve the matter promptly.

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20.2 Arbitration Agreement

Except for Webconnex’s right to seek equitable relief (see Section 17), any dispute or claim arising out of or relating to these Terms that cannot be resolved informally shall be resolved through binding arbitration before the American Arbitration Association (AAA) in Sacramento, California using AAA’s Commercial Arbitration rules, and the parties agree that discovery in the arbitration shall not be limited to AAA’s Commercial Arbitration rules, but shall proceed according to the California Code of Civil Procedure.

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• The arbitration shall be conducted by a single arbitrator mutually selected by both parties. If the parties cannot agree, each party will select one arbitrator, and the two selected arbitrators will together choose a third neutral arbitrator to preside.
  
  
• The arbitrator’s decision shall be final and binding on both parties and their heirs, successors, and assigns.
  
  
• Either party may enter judgment on the arbitration award in any court of competent jurisdiction.
  
  
• The parties shall share equally the costs of the arbitration.
  
  
• The prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, but no punitive or exemplary damages may be awarded or recovered.
  
  
• Both parties waive their right to trial by jury or court, and acknowledge that this arbitration clause is a material term of these Terms of Service.

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• Each party acknowledges having had the opportunity to consult with legal counsel prior to agreeing to this provision.
  
  

20.3 Time to Bring a Dispute

Any claim, action, or proceeding arising out of or relating to these Terms must be brought within one (1) year after the cause of action accrues. Claims brought after that period are permanently barred.

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21. Termination

What you need to know about this section
This section explains when and how either party may terminate the relationship (or Licensee agreement if applicable), what happens upon termination, and the limited circumstances where we can end the relationship immediately. (Also, treat our people kindly. We mean it.)

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21.1 Licensee Termination Restrictions

If Licensee has entered into a separate Licensee Agreement with Webconnex, that agreement cannot be terminated early except as provided in that contract (such as a material, ongoing, and unremedied breach). Licensee remains bound by all terms of that agreement, including pricing, duration, exclusivity, and any other negotiated provisions.

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21.2 Termination by Either Party

To the extent permitted by law, and unless otherwise addressed in a separate Licensee Agreement (per Section 21.1), Webconnex may suspend or terminate any account or Customer relationship at any time, for any or no reason, with or without notice. Without limiting the foregoing, Webconnex may terminate for convenience on sixty (60) days’ written notice, or immediately for Licensee’s material or continued breach of these Terms or infringement/misappropriation of Webconnex intellectual property. Unless otherwise stated in a written agreement (which controls), Licensee may terminate at any time by written notice; however, if Licensee terminates before the last day of any month, any license fees already paid for that month are forfeited and nonrefundable.

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Upon termination:

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• Each party must return or securely destroy all Confidential Information belonging to the other;
  
  
• All licenses granted under these Terms automatically terminate;
  
  
• Each party must cease using or displaying materials licensed or provided by the other; and
  
  
• Transactions initiated prior to termination shall be completed, and Licensee remains responsible for all associated fees and charges.
  
  

21.3 Termination for Abusive Conduct

Webconnex may immediately suspend or terminate access to the Services if Licensee or any of its representatives engages in abusive, demeaning, or hostile conduct toward Webconnex staff, customers, or users. Life’s too short to tolerate mistreatment of our people.

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21.4 Termination by Payment Processor

If a payment processor terminates Licensee’s account for reasons beyond Webconnex’s control, Webconnex will use commercially reasonable efforts to help Licensee obtain placement with a new processor as soon as possible. However, Webconnex makes no guarantee of timing and shall not be liable for any resulting loss of revenue or disruption.

21.5 Survival

To the extent permitted by law, all provisions of these Terms that by their nature should survive termination such as confidentiality, payment obligations, indemnity, limitation of liability, intellectual property rights, dispute resolution, and data privacy, shall continue in full force and effect.

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22. Miscellaneous

What you need to know about this section
This section includes the general legal housekeeping provisions that make sure everything in these Terms is enforceable, consistent, and interpreted under the right laws.

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22.1 Amendments

These Terms may be modified, amended, or waived only through a mutual written agreement signed by both Webconnex and Licensee. No oral modifications or informal communications shall be binding.

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22.2 Successors and Assigns

These Terms are binding upon and inure to the benefit of each party’s successors, assigns, and legal representatives. Licensee may not assign or transfer its rights or obligations under these Terms without Webconnex’s prior written consent. Any unauthorized assignment is void.

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22.3 Licensee Obligations

No transfer or assignment of these Terms, whether authorized or unauthorized, releases Licensee from its obligations or liabilities arising before or after such transfer.

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22.4 Notices

All required notices under these Terms must be in writing and delivered to the designated contact person for each party by one of the following methods: (i) personal delivery; (ii) confirmed facsimile transmission; (iii) overnight courier with written verification of receipt; or (iv) certified or registered mail, return receipt requested.

Notices shall be effective upon confirmed receipt by the receiving party.

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22.5 Governmental Filings

Each party is solely responsible for making any filings, reports, or registrations with governmental authorities that it is legally required to make in connection with its activities under these Terms.

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22.6 UCC or Garnishment Notices; No Custody of Funds

Webconnex is not the agent, bailee, or custodian of Licensee funds, and does not hold Licensee funds. Settlement funds (funds belonging to Licensees) are held and disbursed by the applicable payment processor or its bank, not by Webconnex, and are disbursed directly to Licensee.

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Webconnex will not honor third-party UCC lien notices, garnishments, levies, or similar demands, directed to Webconnex, to remit funds to creditors of Licensees Such notices must be addressed to the Licensee and, if applicable, to the payment processor or its bank. Licensee is solely responsible for responding to and satisfying any such claims against its receivables.

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Notwithstanding the foregoing, Webconnex will, to the extent required by law, comply with a valid court order mandating payment by Webconnex of funds, if served on the proper entity and in the proper jurisdiction.

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22.7 Governing Law and Venue

These Terms, and any dispute or claim arising out of or related to them, shall be governed by and construed under the laws of the State of California, excluding its conflict-of-laws principles. The parties agree that the venue for any dispute resolution proceeding shall be Sacramento County, California.

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22.8 Website Claims; Standing, Notice, and Cure

To the maximum extent permitted by law, only Licensees or bona fide prospective customers with a legitimate business purpose may assert claims related to Webconnex’s public websites or public-facing notices (e.g., accessibility, privacy, cookies). In other words, “tester,” claim-manufacturing, or bad-faith use is unauthorized. Automated scanning, scraping, or testing for litigation purposes (or primarily to generate claims) is prohibited. Before any claim may be made against Webconnex, the claimant must email legal@webconnex.com with specific pages, standards, and reproducible steps, and allow 60 days for investigation and cure; during that period, remedies are limited to reasonable non-monetary relief. Any complaint must plead with particularity facts substantiating a legitimate business purpose (e.g., demo request, RFP, trial/account creation, or comparable engagement). Licensees and any other users agree that de minimis or non-material issues do not give rise to damages; remedies are limited to reasonable injunctive relief and any monetary recovery awarded in conjunction with injunctive relief (if any) may not exceed the amount of provable damages incurred by Licensee or any other user. If a claim is dismissed for lack of standing, materiality, bad faith, or failure to provide notice/cure, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs as permitted by applicable law.

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22.9 Severability

If any provision of these Terms is determined to be unlawful, invalid, or unenforceable under applicable law, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

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22.10 No Waiver

Failure by either party to enforce any right or provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver must be in writing and signed by the waiving party.

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Dated: November 3, 2025