Terms of Use

These Terms of Use (the "Terms") are entered into between AdBase Inc., a Minnesota corporation, doing business as SendSquared ("SendSquared," "we," "us," or "our") and the individual or entity ("you," "User," or "Customer") accessing the SendSquared website at sendsquared.com or using the SendSquared platform and related services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms.

1. Definitions

• "SendSquared," "we," "us," "our" — AdBase Inc., a Minnesota corporation operating under the trade name SendSquared.
• "Services" — the SendSquared platform and the modules, features, and support described at sendsquared.com, including (where applicable) the Hospitality CRM, Marketing, Transactional Messaging, Unified Inbox, Voice, AI Voice, Survey, SMS Website Chat, Guidebook, WiFi, Guest Operations, Owner Acquisition, and related modules.
• "Customer" — an entity that has entered into a signed Service Agreement with SendSquared for paid use of the Services.
• "User" — any individual accessing the website or Services, including Customers and visitors.
• "Customer Data" — any data, content, or information submitted to or processed through the Services by or on behalf of a Customer, including contact records, reservation data, communications, and uploads.
• "Service Agreement" — any written and signed agreement between a Customer and SendSquared that governs the commercial relationship.

2. Acceptance of Terms

By accessing or using the SendSquared website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting these Terms on behalf of an entity, you represent that you have authority to bind that entity. If you do not agree, do not access or use the Services.

3. Description of Services

SendSquared provides a hospitality CRM and marketing platform built for vacation rental, hotel, and resort operators. The Services include guest communication, marketing automation, lead management, voice and AI voice, segmentation, lifetime value tracking, surveys, digital guidebooks, WiFi captive portal data capture, and related capabilities. The specific modules available to a particular Customer are defined in that Customer's Service Agreement.

4. Eligibility and Accounts

You must be at least 18 years old and able to form a legally binding contract to use the Services. To access certain features, you must register an account. You agree to provide accurate, complete information; to keep your credentials confidential; and to be responsible for all activity that occurs under your account. You must notify SendSquared promptly of any unauthorized use or suspected security breach.

5. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law or regulation, including telecommunications, anti-spam, consumer protection, intellectual property, export control, and data protection laws;
• Send unsolicited communications or otherwise violate the CAN-SPAM Act, TCPA, GDPR, CCPA/CPRA, CASL, or other applicable communication laws;
• Transmit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or otherwise objectionable;
• Distribute viruses, malware, or other malicious code;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services, related systems, or other Users' accounts;
• Probe, scan, or test the vulnerability of the Services or any related system, or breach any security or authentication measure;
• Use the Services for any purpose that is fraudulent, deceptive, or harmful to third parties;
• Misrepresent your identity or affiliation with any person or entity;
• Resell, sublicense, or otherwise make the Services available to a third party as a service bureau, timesharing arrangement, or for the benefit of any third party except as expressly permitted in a Service Agreement.

SendSquared has no obligation to monitor your use of the Services but may do so at any time and may prohibit any use it believes to be (or alleged to be) in violation of the foregoing.

6. Communications Compliance

Customers using the Services to send email, SMS, MMS, voice calls, WhatsApp messages, or any other electronic communications are solely responsible for complying with all applicable laws and accepted industry standards, including but not limited to the CAN-SPAM Act, TCPA, 10DLC and toll-free messaging requirements, GDPR, CCPA/CPRA, CASL, and the moral and ethical standards of the telecommunications industry. SendSquared is an FCC-registered telecommunications provider and a participating member of The Campaign Registry (TCR). SendSquared may suspend Services to any User whose communications appear to violate these laws or industry standards.

7. License and Intellectual Property

7.1 License Grant

Subject to your compliance with these Terms (and, if applicable, your Service Agreement), SendSquared grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the applicable Term solely for your internal business purposes.

7.2 Restrictions

You shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services or any related software;
• Modify, translate, or create derivative works based on the Services or any related software;
• Use the Services or any related software for timesharing or service bureau purposes or otherwise for the benefit of any third party;
• Remove, alter, or obscure any proprietary notices on the Services.

7.3 Ownership

SendSquared retains all right, title, and interest in and to the Services, all improvements, enhancements, modifications, and derivative works thereof, all software, applications, inventions, and other technology developed in connection with the Services or support, and all related intellectual property rights. No rights are granted to you by implication, estoppel, or otherwise except as expressly set forth in these Terms or a Service Agreement.

8. Customer Data

8.1 Ownership of Customer Data

As between SendSquared and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer grants SendSquared a non-exclusive, worldwide, royalty-free right to host, store, process, transmit, display, and use Customer Data solely as necessary to provide the Services and as otherwise permitted by these Terms or a Service Agreement.

8.2 Aggregate and Service Improvement Data

SendSquared may collect and analyze data and other information relating to the provision, use, and performance of the Services and related systems and technologies (including information concerning Customer Data and Customer's customers), and SendSquared will be free (during and after the Term) to use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes.

8.3 Data Export on Termination

Upon termination or expiration of a Customer's Service Agreement, SendSquared will, with the support of SendSquared, provide Customer Data to Customer in a fully exportable format readily capable of transfer to another system. This obligation survives termination and applies to any successor, assignee, or other party in the event SendSquared sells, merges, or transfers its business.

9. Confidentiality

Each party may have access to the other's confidential or proprietary information ("Proprietary Information"). SendSquared's Proprietary Information includes non-public information regarding features, functionality, performance, pricing, and roadmap of the Services. Each party agrees to (i) take reasonable precautions to protect such Proprietary Information and (ii) not use (except as permitted under these Terms or a Service Agreement) or divulge to any third person any such Proprietary Information. The foregoing does not apply to information that (a) is or becomes generally available to the public, (b) was in the receiving party's possession or known to it prior to receipt, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of the Proprietary Information, or (e) is required to be disclosed by law.

10. Privacy

Our collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in the Privacy Policy. For privacy-related questions, contact privacy@sendsquared.com or call +1 (855) 340-7363.

11. Equipment

You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, and web servers (collectively, "Equipment"). You are responsible for maintaining the security of your Equipment, your account credentials (administrative and user), files, and all uses of your account or Equipment, with or without your knowledge or consent.

12. Service Availability and Maintenance

SendSquared will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions and to perform the Services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled or unscheduled (emergency) maintenance, either by SendSquared or by third-party providers, or because of other causes beyond SendSquared's reasonable control. SendSquared will use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.

13. Warranty Disclaimer

SendSquared does not warrant that the Services will be uninterrupted or error-free. SendSquared does not warrant the results that may be obtained from use of the Services. Except as expressly provided in these Terms or a signed Service Agreement, the Services are provided "AS IS" and SendSquared disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

14. Term, Renewal, and Termination

14.1 Website Users

These Terms apply to your use of the website and any Services made available without a signed Service Agreement, beginning on the date you first access them and continuing until terminated.

14.2 Customers (Signed Service Agreement)

Where a Customer has entered into a Service Agreement, the Term, renewal, and termination provisions of that Service Agreement control. Standard SendSquared Service Agreements provide for an initial Term of one (1) year commencing on the Effective Date, automatically renewing for additional one-year periods unless either party provides the other with written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

14.3 Termination for Breach

Either party may terminate a Service Agreement (or, for non-Customers, your right to access the Services) upon a material breach by the other party. A material breach may include, without limitation, failure to make timely payments, violation of intellectual property rights, non-compliance with applicable laws and regulations, and failure to provide agreed-upon Services. The non-breaching party shall provide written notice to the breaching party clearly outlining the nature of the breach. The breaching party will then have a period of thirty (30) days from receipt of such notice to cure the breach. If the breaching party fails to remedy the breach within this cure period, the non-breaching party may terminate immediately upon written notice.

14.4 Suspension for Non-Payment

If a Customer fails to make timely payment of any Fees, SendSquared has the unilateral right to refuse to provide Services for the applicable month after a fifteen (15) day grace period.

14.5 Effect of Termination

Upon termination or expiration, the license granted to the Customer ends. Customer Data export remains available as described in Section 8.3. Sections that by their nature should survive termination (including Sections 5, 7, 8, 9, 10, 13, 15, 16, 17, 18, 19, 20, 21, 22, and 23) survive.

15. Fees and Payment

For Customers under a Service Agreement, fees are set forth in that Service Agreement and may include Setup Fees, Monthly Recurring Fees, and Ongoing Usage Fees. The following provisions apply unless modified by a signed Service Agreement:

• Setup Fees and the first month of Monthly Recurring Fees are due on the Effective Date of the Service Agreement.
• Monthly Recurring Fees are due on each Monthly Anniversary of the Effective Date.
• Ongoing Usage Fees are billed monthly based on actual use and are due no later than fifteen (15) days after the applicable Monthly Anniversary.
• Ongoing Usage Fees are subject to change at any time upon written notice to Customer.
• SendSquared may adjust Fees by up to ten percent (10%) of annual charges at the beginning of a renewal Term, provided SendSquared gives written notice at least sixty (60) days prior to the end of the existing Term.
• All Fees must be paid in immediately liquid United States Dollars.
• Taxes. Fees may be exclusive of all taxes, levies, or duties imposed by taxing authorities in the jurisdiction for which Services are provided ("Taxes") and, unless otherwise required by law, such Taxes are the sole obligation of Customer.
• Adjustment of Services. If a Customer wishes to upgrade or downgrade Services ("Change"), the Customer will be required to sign a new Service Agreement, and SendSquared has the unilateral right to determine the timing of implementing such Change. If a Customer believes any payment to SendSquared was made in error, the Customer must contact SendSquared within sixty (60) days after the error or problem appeared to receive an adjustment or credit; otherwise such payment shall be deemed proper unless otherwise determined by SendSquared.

16. Indemnification

You agree to indemnify and hold harmless SendSquared, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates from any demands, loss, liability, claims, or expenses (including attorneys' fees) made against SendSquared by any third party due to or arising out of or in connection with your use of the Services or your guests' use of the Services, your violation of these Terms or applicable law, or your negligent or wrongful conduct.

No Conflict. By accepting these Terms (or signing a Service Agreement), you represent that your acceptance and performance does not and will not breach any agreement between you and any other party, provider, employer, customer, person, or entity of any sort. You further represent that you will not enter into any agreement, written or oral, that conflicts with these Terms or a Service Agreement.

17. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, SENDSQUARED, AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR A SERVICE AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SENDSQUARED'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO SENDSQUARED FOR THE SERVICES UNDER THE APPLICABLE SERVICE AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SENDSQUARED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Disclosures and Reservation of Rights

SendSquared may disclose information if such disclosure is necessary in connection with any investigation or complaint regarding the use of the SendSquared platform, or to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) SendSquared's rights or property, or the rights or property of visitors to or users of the SendSquared platform. SendSquared reserves the right to disclose any information it deems necessary to comply with any applicable law, regulation, legal process, or governmental request, and may also disclose Customer information when SendSquared determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

SendSquared may preserve any transmittal or communication with SendSquared through the platform or any service offered on or through SendSquared, and may also disclose such data if required to do so by law or if SendSquared determines such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms, (3) respond to claims that any such data violates the rights of others, (4) for any business purpose of SendSquared, or (5) protect the rights, property, or personal safety of SendSquared, its employees, users of or visitors to the SendSquared platform, and the public.

You agree that SendSquared may include your name and logo in customer lists or related marketing and promotional material for the purpose of identifying users of SendSquared's Services.

19. Notices

All notices under these Terms or a Service Agreement will be in writing and will be deemed to have been duly given when received: if personally delivered; when receipt is electronically confirmed if transmitted by facsimile or email; the day after sending if sent for next-day delivery by recognized overnight delivery service; and upon receipt if sent by certified or registered mail, return receipt requested. Notices to SendSquared should be sent to hello@sendsquared.com or by mail to AdBase Inc. d/b/a SendSquared, 2042 Wooddale Drive, Suite 250-5011, Woodbury, MN 55125, United States.

20. Governing Law and Dispute Resolution

These Terms and any Service Agreement shall in all respects be construed according to the laws of the State of Minnesota, without regard to its conflicts of laws principles. Both parties agree to the exclusive venue and jurisdiction of state or U.S. federal courts located in Minnesota for any matter not subject to arbitration.

Arbitration. Any unresolved dispute or controversy between SendSquared and you arising under or in connection with these Terms or a Service Agreement shall be settled exclusively by arbitration, conducted in accordance with the rules of the American Arbitration Association then in effect or as otherwise agreed in a Service Agreement. You shall bear the administrative costs of any arbitration, including the arbitrator's fees. The arbitrator shall not have the authority to order remedies which you could obtain in a court of competent jurisdiction, including reimbursement of costs or any damages over the amount paid by you in accordance with this contract. A decision by the arbitrator shall be in writing and shall be final and binding. Judgment may be entered on the arbitrator's award in any court in the State of Minnesota. The arbitration proceeding shall be held in Hennepin County in the State of Minnesota, in the United States of America. Notwithstanding the foregoing, SendSquared shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction, without the need to resort to arbitration, in the event that you violate these Terms.

21. Assignment

These Terms (and any Service Agreement) are not assignable, transferable, or sublicensable by you except with SendSquared's prior written consent. SendSquared may transfer and assign any of its rights and obligations without consent. These Terms shall extend to and be binding upon the parties' respective successors and assigns.

22. Entire Agreement and Order of Precedence

These Terms, together with the Privacy Policy and any signed Service Agreement, constitute the complete and exclusive statement and mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter. In the event of any conflict, the order of precedence is: (1) the signed Service Agreement (if any), (2) these Terms of Use, (3) the Privacy Policy. Any waivers or modifications must be in a writing signed by both parties.

23. Severability and Survival

Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

Survival. Sections 5, 7, 8, 9, 10, 13, 15, 16, 17, 18, 19, 20, 21, 22, and 23 shall survive and continue in full force in accordance with their terms notwithstanding the expiration or termination of these Terms or any Service Agreement.

24. Modifications

SendSquared may update these Terms from time to time. Material changes will be reflected by an updated "Last updated" date and, where appropriate, communicated by email or through the Services. Your continued use of the Services after a change constitutes acceptance of the updated Terms. Updates to these public Terms do not modify the commercial terms of any signed Service Agreement, which can be modified only by a writing signed by both parties.

25. Contact

For questions about these Terms, contact us at:

• Email: hello@sendsquared.com · Privacy: privacy@sendsquared.com
• Phone: +1 (855) 340-7363
• Mail: AdBase Inc. d/b/a SendSquared, 2042 Wooddale Drive, Suite 250-5011, Woodbury, MN 55125, United States