Terms of Service

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ADVIZIA, INC. — TERMS OF SERVICE (v1.4.1)

Effective Date: October 28, 2025

Last Updated: October 28, 2025

These Terms of Service (“Terms”) govern your rental, installation, access to, and use of Advizia hardware and software products and related services (collectively, the “Services”), including but not limited to Pulse 1.0 devices (the “Device”) and the cloud platform, dashboard, APIs and firmware (the “Platform”). By renting, installing, connecting, or otherwise using the Device or the Platform, you (“Customer”, “you” or “your”) agree to be bound by these Terms. If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT RENT, INSTALL, OR USE THE SERVICES.

1. DEFINITIONS

“Customer Data” means all data, content, measurements, environmental readings, telemetry, logs, images, reports, and other information collected, generated, uploaded, or submitted by or for Customer through the Device or Platform, including derivative data and metadata.

“Personal Data” means any information that identifies or can be used to identify an individual, as defined by applicable law.

“Aggregated/Anonymized Data” means data derived from Customer Data that has been aggregated or processed so that it cannot reasonably be used to identify any individual.

“Subscription” means Customer’s paid access to Platform services, features, dashboard access, and cloud functionality required for Device operation.

2. SERVICE MODEL; SUBSCRIPTION & RENTAL99 REQUIRED

2.1 Hardware rental only. Devices are provided on a rental basis and remain the sole property of Advizia. Customer receives possession but not ownership. Upon termination of service, Devices must be returned or made available for retrieval by Advizia.

2.2 Software required. Use of the Device requires an active Subscription. The Device will not function, collect data, or provide insights without continuous subscription payment.

2.3 No Ownership Rights. Customers acquire no ownership rights in the Devices, firmware, software, or data systems. Use is granted solely under this Agreement.

2.4 Anti-Theft & Tamper Protection

a. Remote Disablement. Advizia may remotely disable any Device at any time if it detects (i) non-payment, (ii) unauthorized relocation, (iii) physical tampering, or (iv) breach of these Terms. Customer agrees such disablement does NOT constitute trespass or conversion.

b. GPS & Geofence. Each Device contains embedded location tracking. Customer may not relocate the Device outside the licensed premises without 48-hour prior written notice. Unauthorized relocation triggers immediate disablement and a $500 relocation fee per Device.

c. Continued Billing on Theft. If a Device is stolen, lost, or not returned within 5 business days of demand, rental and Subscription fees continue to accrue until the Device is recovered OR Customer pays a replacement fee equal to 24 months of rental.

d. Tamper Seals. Devices ship with visible tamper-evident seals. Breaking or removing a seal voids all warranties and triggers automatic termination under Section 4.2.

3. ORDERING, FEES, TAXES & PAYMENT

3.1 Orders: Devices are rented per order. Subscriptions are charged separately or bundled as stated in the Order Form. In the event of conflict between these Terms and an Order Form, the Order Form controls for that order only.

3.2 Fees & Billing: Subscription and rental fees are billed in advance. All amounts are non-refundable unless otherwise agreed in writing.

3.3 Payment Terms; Late Payment: Payment is due within 30 days of invoice. Failure to pay within 30 days of the invoice due date results in suspension of service and Device disablement. If payment remains delinquent beyond that period, Advizia may terminate access and recover Devices.

3.4 Taxes: Customer is responsible for all taxes, duties, and government charges, excluding Advizia’s income taxes.

4. TERM & TERMINATION

4.1 Term: These Terms remain in effect until terminated.

4.2 Termination for Cause: Advizia may terminate access or service for non-payment, breach, or misuse.

4.3 Effect of Termination: Upon termination:

— Customer must return all rented Devices in working condition within 10 business days, or fees may continue to accrue.

— All unpaid fees remain due.

— Access to the Platform and data is revoked.

— Advizia may pursue device recovery or damages.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Ownership. Advizia and its licensors own all right, title, and interest in and to the Services, including all intellectual property rights therein (e.g., patents, copyrights, trademarks, and trade secrets). Customer acquires no ownership interest.

5.2 License Grant. Subject to these Terms, Advizia grants Customer a limited, non-exclusive, non-transferable, revocable license during the Term to: (a) use the Device for its intended purpose; and (b) access and use the Platform solely for Customer’s internal business purposes.

5.3 Data License & Advizia’s Perpetual Rights

a. Customer Ownership. Customer owns its raw Customer Data.

b. Advizia’s Perpetual License. Customer hereby grants Advizia an irrevocable, perpetual, worldwide, royalty-free, fully-paid, transferable, sub-licensable license to:

   (i) host, store, process, modify, and display Customer Data to provide the Services;

   (ii) create, use, sell, license, or publish Aggregated/Anonymized Data and derivative works (e.g., industry benchmarks, AI training sets, heat-maps);

   (iii) retain a full copy903 of all raw Customer Data (including images, telemetry, and logs) for Advizia’s internal analytics, product improvement, and commercial monetization even after termination.

c. No Opt-Out. This license survives termination and cannot be revoked.

5.4 Restrictions. Customer shall not: (a) copy, modify, reverse engineer, or create derivative works of the Services; (b) remove any proprietary notices; or (c) use the Services for competitive analysis.

5.5 Reverse-Engineering & Unauthorized Access

a. Strict Prohibition. Customer shall not, and shall not permit any third party to: (i) disassemble, de-compile, or reverse-engineer the Device, firmware, or Platform; (ii) bypass or defeat any security mechanism; (iii) extract source code or algorithms; or (iv) probe for vulnerabilities except under a written penetration-test agreement with Advizia.

b. Liquidated Damages. Each proven violation of 5.5(a) incurs liquidated damages of $25,000 per Device (not a penalty; reflects reasonable pre-estimate of harm including IP loss and recovery costs).

c. Injunctive Relief. Advizia is entitled to immediate injunctive relief without bond for any actual or threatened breach of this section.

6. CUSTOMER RESPONSIBILITIES AND PROHIBITED USES

6.1 Compliance. Customer shall: (a) use the Services only in compliance with applicable laws, including those related to data privacy and export controls and U.S. export controls and economic sanctions laws; (b) ensure Devices are installed and operated per Advizia’s documentation; and (c) maintain the confidentiality of login credentials. Customer shall not export, re-export, or transfer the Device or Platform to any prohibited country, entity, or person.

6.2 Prohibited Uses. Customer shall not use the Services to: (a) transmit harmful code or violate third-party rights; (b) interfere with other users; or (c) collect data without proper consents where required.

6.3 Security. Customer is responsible for securing its network and endpoints connected to the Device. Advizia is not liable for breaches caused by Customer’s actions or omissions.

6.4 Permitted Use & Installation Locations

a. Commercial Venues Only. Devices may only be installed and operated in commercial premises open to the public (e.g., bars, restaurants, concert halls, event spaces, retail stores, or other licensed venues). Installation in private residences, schools, places of worship, or any location prohibited by local law is strictly forbidden.

b. Compliance with Local Laws. Customer is solely responsible for ensuring Device placement complies with all applicable regulations, including surveillance, privacy, liquor, fire, and building codes.

c. Signage & Consent. If the Device captures images or audio in areas where individuals have a reasonable expectation of privacy, Customer must post clear signage (template at advizia.ai/signage) and obtain any required consents under applicable law.

7. DATA PROTECTION AND PRIVACY

7.1 Data Ownership. Customer retains ownership of Customer Data. Advizia owns all Aggregated/Anonymized Data derived therefrom.

7.2 Privacy. Advizia’s collection, use, and disclosure of Personal Data is governed by its Privacy Policy [link], incorporated herein by reference. Customer consents to such processing as necessary for the Services.

7.3 Security. Advizia will implement reasonable administrative, technical, and physical safeguards to protect Customer Data. In the event of a security incident affecting Personal Data, Advizia will notify Customer in accordance with applicable law.

7.4 Data Retention. Upon termination, Advizia will delete or return Customer Data within 30 days, except as required by law or as retained under the perpetual license in Section 5.3.

7.5 Venue Data Handling

a. Retention of Patron Images. Any still images or video clips are automatically deleted from Advizia’s cloud within 24 hours unless Customer exports them via the Platform.

b. Aggregated Foot-Traffic Data. Advizia may create and publish anonymized heat-maps or dwell-time reports for industry benchmarking (e.g., “average dwell time in U.S. event venues”). Customer will not be identified without prior written consent.

c. Law-Enforcement Requests. If authorities request raw footage, Advizia will notify Customer within 4 hours (unless prohibited by law) and will only release data with a valid warrant or Customer’s written approval.

8. SUPPORT, MAINTENANCE, AND SHIPPING

8.1 Support. During the Subscription term, Customer may access standard support via [email/support portal] during business hours. Response times: critical issues within 4 hours; non-critical within 48 hours. Premium support available for additional fees.

8.2 Maintenance. Advizia may perform scheduled maintenance on the Platform, with advance notice where feasible. Devices may receive over-the-air firmware updates.

8.3 Shipping and Returns. Advizia ships Devices at Customer’s expense. Upon termination, Customer must return Devices to [designated address] in original condition, prepaid, within 10 business days. Failure to return incurs a replacement fee equal to 150% of rental value.

8.4 Installation & Removal Access

a. Reasonable Access. Customer must provide Advizia (or its installer) reasonable access to the premises during mutually agreed-upon times to install, maintain, or retrieve Devices.

b. Return Condition. Devices must be returned in original mounting brackets; missing brackets incur a $75 replacement fee per Device.

c. Termination Power-Down. Upon termination, Customer must power down Devices within 24 hours and make them available for retrieval within 5 business days.

9. WARRANTIES AND DISCLAIMERS

9.1 Limited Warranty. Advizia warrants that Devices will materially conform to specifications for 12 months from delivery. Remedy: repair/replacement at Advizia’s discretion.

9.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. ADVIZIA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Advizia does not warrant uninterrupted access or that data collected via Devices is accurate or error-free.

9.3 Environmental Damage Disclaimer

Devices are not warrantied against damage from liquids, smoke, cleaning chemicals, or extreme environmental conditions commonly found in high-traffic venues. Customer assumes full risk for such exposure.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

10.1 Limitation. In no event shall Advizia’s aggregate liability exceed fees paid by Customer in the prior 12 months. Neither party is liable for indirect, consequential, or punitive damages.

10.2 Indemnification. Each party shall indemnify the other for losses arising from its breach of these Terms, gross negligence, or willful misconduct, including third-party claims related to IP infringement (for Advizia) or misuse of Services (for Customer).

10.3 Venue Indemnification

Customer shall indemnify Advizia against any third-party claims arising from:

(i) failure to post required privacy signage,

(ii) use of Device data in regulatory disputes, or

(iii) physical damage to the Device caused by patrons or staff.

10.4 Exceptions to Liability Cap

The liability cap in 10.1 does NOT apply to:

(i) Customer’s breach of Section 2.4 (Anti-Theft) or 5.5 (Reverse-Engineering);

(ii) Customer’s indemnification obligations under 10.3; or

(iii) damages arising from gross negligence or willful misconduct.

11. GOVERNING LAW, DISPUTE RESOLUTION, AND MISCELLANEOUS

11.1 Governing Law. These Terms are governed by the laws of the State of Illinois, without regard to conflicts of law principles.

11.2 Disputes. Any disputes shall be resolved exclusively in the state or federal courts located in Cook County, Illinois. Each party consents to the personal jurisdiction of such courts.

11.3 Miscellaneous. These Terms constitute the entire agreement. No waiver unless in writing. If any provision is invalid, the remainder remains enforceable. Customer may not assign without consent; Advizia may assign freely. Electronic signatures (e.g., via DocuSign or in-app click) are valid and binding.

11.4 Force Majeure. Neither party is liable for delays due to events beyond reasonable control (e.g., natural disasters).

11.5 Illinois LLC. Advizia, Inc. is an Illinois limited liability company. All notices to Advizia must be sent to its registered agent at 1018 Carolina Drive West Chicago, IL.

11.6 Changes to Terms. Advizia may update these Terms at any time. We will provide at least 30 days’ notice via email or in-app message before material changes take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

11.7 Survival. Sections 2.3, 2.4, 5, 7.4, 9.2, 10, and 12 survive termination.

11.8 Clickwrap Acceptance. By clicking “I Agree,” checking a box, or otherwise electronically accepting these Terms, Customer manifests assent with the same legal effect as a handwritten signature.

12. CONFIDENTIALITY

Each party shall maintain the confidentiality of the other’s non-public information disclosed under these Terms and use it solely to perform its obligations or exercise its rights herein. This obligation survives termination for 3 years.

13. BETA FEATURES

Advizia may offer optional beta features. Customer’s use of beta features is at its own risk and provided “AS IS” without warranty or support.

END OF TERMS

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