Terms of Service

XATHARI MASTER TERMS OF SERVICE

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Effective Date: September 4, 2026

Last Revised: September 4, 2026

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THIS MASTER TERMS OF SERVICE AGREEMENT (“AGREEMENT” OR “TERMS”) GOVERNS ACCESS TO AND USE OF THE PROPRIETARY SOFTWARE-AS-A-SERVICE (“SaaS”) PLATFORM, HARDWARE INFRASTRUCTURE, DIGITAL SIGNAGE NETWORK, AND ASSOCIATED MANAGED SERVICES OPERATED BY XATHARI, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (“XATHARI,” “WE,” “US,” OR “OUR”).

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BY REGISTERING AN ACCOUNT, EXECUTING AN ORDER FORM, CLICKING “I ACCEPT,” INTEGRATING AN APPLICATION PROGRAMMING INTERFACE (“API”), OR ACCESSING ANY PORTION OF THE XATHARI PLATFORM, YOU (“CUSTOMER,” “SMB,” “ADVERTISER,” OR “USER”) AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY, TOGETHER WITH ALL ATTACHED EXHIBITS, ANNEXES, AND INCORPORATED POLICIES.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO ALL PROVISIONS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES.

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1. SYSTEM DEFINITIONS & CORE ARCHITECTURE

• 1.1 “Account”: The centralized administrative profile, credential set, and digital interface (authenticated via Microsoft Entra ID) established by Customer to access and manage Xathari Services, CMS instances, ad campaigns, CEP telemetry, or hardware nodes.
• 1.2 “Ad Loop”: The total allocated dynamic screen time, percentage of playback cycles, or specific impression slots on network displays reserved by Xathari for commercial ad placement, demand-side DSP programmatic bidding, or third-party ad network distribution.
• 1.3 “Ads Platform”: Xathari’s self-serve ad buying engine, out-of-home (OOH) supply-side and demand-side tools, impression bidding tools, automated ad creative moderation (via Sightengine), and inventory management interfaces (powered by adserver.online), together with connected exchange, header-bidding, and demand-partner integrations.
• 1.4 “Anonymized & Aggregated Data”: Data derived from Customer’s utilization of the Services, venue telemetry, sensor signals, screen playback metrics, or campaign performance that has been processed to remove all personal identifiers, individual business names, or specific venue branding, such that the data cannot reasonably be reverse-engineered or re-identified.
• 1.5 “Acceptable Use Policy” or “AUP”: Xathari’s universal content and behavior standards policy, located at https://www.xathari.com/legal/aup, incorporated herein by reference.
• 1.6 “Customer Engagement Platform” or “CEP Analytics”: Xathari’s suite of engagement tracking tools, dynamic QR-code redirection modules, NFC tap tracking modules, coarse IP geolocation resolution (via ipgeolocation.io), UTM attribution pipelines, presence/power usage sensors, interaction logs, and customer conversion telemetry.
• 1.7 “Content Management System” or “CMS”: Xathari Intelligent Signage digital signage software, media schedule engine, playlist distributor, and screen-authoring tools (powered by upstream provider Flipnode LLC (d/b/a Yodeck)).
• 1.8 “Customer Content” or “Host Content”: All digital assets, video files, static images, graphic overlays, audio streams, promotional offers, or text files uploaded by or on behalf of Customer to the CMS for display on screens.
• 1.9 “Data Processing Addendum” or “DPA”: Xathari’s universal data protection agreement governing data controller/processor obligations, located at https://www.xathari.com/legal/dpa, incorporated herein by reference.
• 1.10 “Equipment” or “Hardware”: All physical digital displays, floor stands, media players, cellular modems, mounting enclosures, electrical power usage sensors, and cabling owned by Xathari and bailed or deployed to Customer venues under an applicable agreement.
• 1.11 “Managed Services”: Professional creative development, custom campaign setup, hardware installation coordination, or dedicated account support executed by Xathari personnel under a Statement of Work (SOW).
• 1.12 “Proof of Play” or “PoP”: The encrypted, timestamped, device-level cryptographic log generated by Xathari software verifying that an ad creative, image, or video rendered on a physical screen for its designated duration.
• 1.13 “Service Level Agreement” or “SLA”: Xathari’s availability and technical support policy, located at https://www.xathari.com/legal/service-level-agreement, incorporated herein by reference.

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2. ACCOUNT REGISTRATION, CREDENTIALS, & SECURITY

• 2.1 Registration & Identity Verification: Customer must provide complete, accurate, and current account details during registration, including full name, company name, and primary business email address. Customer agrees to promptly update its account profile within five (5) business days of any material change to ensure accurate administrative communications and account security notifications. 
• 2.2 Credential Safeguards: Customer is strictly responsible for maintaining the confidentiality of all user IDs, single sign-on (SSO) credentials managed via Microsoft Entra ID, multi-factor authentication devices, and API access keys associated with its Account. Customer shall enforce reasonable access control policies within its organization to prevent unauthorized access.
• 2.3 Unauthorized Activity: Customer assumes full operational and financial liability for all actions, uploads, transactions, creative purchases, or configuration changes executed under its Account credentials. Customer is not responsible for activity occurring after Xathari has received and had a commercially reasonable opportunity to act on Customer's notice of compromised credentials. Customer shall notify Xathari in writing immediately at [email protected] upon discovering any breach of account security, unauthorized access, or loss of credentials.
• 2.4 Account Capping & System Protections: To protect network stability and upstream cloud infrastructure, Xathari reserves the right to enforce automated throughput limits, API call rate limits, media file size and duration constraints, and campaign creation caps. Media upload sizes, supported video/image codecs, resolution limits, and creative specifications vary by media type and are dynamically enforced within the user interface (UI). Customer agrees to adhere to the explicit file and creative limits indicated in the UI during ad and content creation. Attempting to bypass programmatic or system-enforced limits constitutes a material breach of this Agreement. 

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3. SUBSCRIPTIONS, BILLING, TAXES, & PAYMENTS

• 3.1 Subscription Plans, Billing Cycles, & Cancellation: Access to SaaS modules (Xathari Intelligent Signage CMS, CEP Analytics, Ads Platform) is provided on a recurring subscription basis (monthly or annual) or pre-paid credit tiers as selected in the online portal or specified in an executed Order Form. Subscriptions automatically renew at the end of each billing cycle. For subscription terms of one (1) year or longer, Xathari will send Customer written notice of an upcoming automatic renewal not less than fifteen (15) and not more than forty-five (45) days before the renewal date, via email or platform notification, as required by the California Automatic Renewal Law (Cal. Bus. & Prof. Code §§ 17600 et seq.). For every recurring subscription, regardless of term length, Xathari will also send Customer an annual reminder that identifies the subscription, states the frequency and amount of the recurring charge, and describes how to cancel, delivered in the same medium Customer used to enter the subscription. Customer may cancel its subscription at any time via the online portal. At enrollment, Xathari will obtain Customer's express affirmative consent to the automatic renewal terms as a separate item from the rest of the transaction, deliver a retainable acknowledgment that includes those terms and the cancellation method, and keep proof of that consent for at least three (3) years or one (1) year after the subscription ends, whichever is longer. Upon cancellation, Customer will retain access to the Services through the end of the current paid billing cycle, after which access will terminate and no further recurring charges will apply. 
• 3.2 Payment Processing & Card Pre-Authorization: All purchases, subscriptions, dynamic ad campaign budgets, and platform credits are processed securely via Stripe. Customer agrees to maintain a valid, unexpired credit card on file within its Account (unless Xathari has approved invoiced payment terms for Customer in writing). Customer authorizes Xathari (via Stripe) to automatically charge all recurring subscription fees and authorized platform transactions to such payment card on each recurring billing date. 
• 3.3 Taxes: All fees quoted or displayed within the platform are exclusive of all applicable federal, state, local, or foreign sales, use, value-added (VAT), or excise taxes. Customer is solely responsible for paying all applicable taxes associated with its purchases, excluding taxes based on Xathari’s net income. If required by law or enabled via payment processing endpoints (Stripe Tax), Xathari reserves the right to calculate and collect applicable sales tax at checkout based on Customer’s billing address. 
• 3.4 Late Payments & Payment Failures: If a recurring charge to Customer’s credit card fails, Xathari (via Stripe) may attempt to re-process the charge. Any unpaid or past-due balance not resolved within ten (10) days of notification shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum legal rate allowable under California law, whichever is lower, calculated daily until paid in full. 
• 3.5 Non-Refundability & Disputed Charges: EXCEPT AS EXPRESSLY PROVIDED IN THE XATHARI SERVICE LEVEL AGREEMENT (SLA), SECTION 6.1, OR SECTION 10.3, ALL FEES PAID ARE NON-REFUNDABLE.  Cancellation of a subscription halts future recurring charges but does not entitle Customer to a prorated refund for unused days in the active billing cycle. Customer agrees to notify Xathari in writing regarding any billing discrepancy or disputed charge within thirty (30) days of the transaction date. 
• 3.6 Unauthorized Chargebacks: Initiating an unauthorized credit card chargeback, merchant dispute, or payment reversal through a credit card issuer without first contacting Xathari to resolve the billing issue shall constitute a material breach of this Agreement. Upon an unauthorized chargeback event: 
  
  1. Customer’s Account and access to associated display screens may be immediately suspended;
  2. Customer shall be assessed an administrative chargeback fee of $50.00 per disputed event; and
  3. Xathari reserves the right to pursue collection of the disputed amount plus accrued interest and reasonable legal fees.

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4. INTELLECTUAL PROPERTY & DATA GOVERNANCE

• 4.1 Xathari Proprietary Rights: Xathari (and its upstream software/hardware licensors) retains sole and exclusive ownership of all right, title, and interest in and to the Services, Webflow front-ends, Xano backends, Cloudflare edge distribution architecture, Cookiebot consent management integration, CMS software, Ads Platform engines, CEP analytics algorithms, dynamic widgets, API schemas, hardware firmware, user interfaces, documentation, trademarks, and all derivative works, updates, or improvements thereto. No rights are granted to Customer except for the explicit limited licenses set forth herein.
• 4.2 Restrictions on Use: Customer shall not, directly or indirectly:
  
  • Reverse engineer, decompile, disassemble, or attempt to extract the source code or underlying algorithms of the platform or hardware firmware;
  • Modify, translate, adapt, or create derivative works of any portion of the Services;
  • Rent, lease, sublicense, sell, frame, mirror, or white-label the Services to third parties without prior written consent from Xathari;
  • Bypass, disable, or interfere with security controls, proof-of-play cryptographic logging, or digital rights management (DRM) systems;
  • Access the platform to build a competitive digital signage, OOH advertising, or venue analytics product.
• 4.3 Customer Content License Grant: Customer retains sole ownership of all intellectual property rights in Customer Content. Customer hereby grants Xathari a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to host, cache, route, store, process, re-encode, transmit, publicly perform, and display Customer Content solely as required to provide, support, and optimize the Services, or execute ad campaigns under this Agreement.
• 4.4 Anonymized & Aggregated Data Ownership: Customer expressly acknowledges and agrees that Xathari retains full ownership of, and a perpetual, irrevocable, worldwide, royalty-free license to collect, compile, analyze, commercialize, create derivative works from, and publish Anonymized & Aggregated Data derived from platform telemetry, power usage sensors, screen uptime logs, QR code scan interactions, mobile engagement tracking via the Customer Engagement Platform (CEP), and ad delivery metrics. Xathari may use such anonymized data to optimize network ad yield, improve system performance, benchmark operational metrics, train machine learning models, and publish aggregate industry research. Under no circumstances will Anonymized & Aggregated Data disclose the identity of Customer, individual venue locations, or identifiable personal information. Xathari will maintain technical safeguards and business processes that prevent reidentification of such data, will not attempt to reidentify it except as permitted by law to test those safeguards, and will require any recipient to commit to the same restrictions. Bid-stream data received from or disclosed to exchange or demand partners is not used to reidentify Anonymized & Aggregated Data. 

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5. UNIFIED LEGAL STACK & INCORPORATED EXHIBITS

This Master Terms of Service operates as the primary anchor of Xathari’s unified legal stack. The following product-specific Exhibits, core policies, and annexes are hereby fully incorporated by reference and form an indivisible part of this Agreement:

Product Exhibits:

• Exhibit A: Ads Platform & Programmatic Demand Terms
• Exhibit B: CEP Analytics & Sensor Privacy Terms
• Exhibit C: Content Management System (CMS) & Upstream Terms (including Flipnode flow-through obligations)
• Exhibit D: Managed Services & Creative Terms
• Exhibit E: Hardware SLA & Equipment Support Annex

Public Core Policies & Schedules:

• Privacy Policy: https://www.xathari.com/legal/privacy-policy 
• Data Processing Addendum ("DPA"): https://www.xathari.com/legal/dpa 
• Sub-Processor Performance & Compliance Schedule: https://www.xathari.com/legal/sub-processor-schedule#current-sub-processors
• Acceptable Use Policy ("AUP"): https://www.xathari.com/legal/aup 
• Service Level Agreement ("SLA"): https://www.xathari.com/legal/service-level-agreement 

In the event of a direct conflict between the main body of this Master ToS and any attached Exhibit, the provisions of the specific Exhibit shall govern with respect to that specific product or service line. If Customer has executed a separate Xathari Enterprise Master Services Agreement ("MSA"), the MSA fully supersedes this Master ToS in its entirety as between Xathari and that Customer, effective as of the MSA's effective date — including, without limitation, this Master ToS's Section 9 arbitration and class-action-waiver provisions, which do not apply to MSA Customers (see the MSA's own dispute resolution section for the governing terms). If Customer has executed a separate Hardware-as-a-Service ("HaaS") Agreement, the governing law and dispute resolution provisions of that HaaS Agreement — not Section 9 of this Master ToS — govern any dispute arising from the HaaS relationship; all other terms of the signed HaaS Agreement govern in the event of a direct conflict with this Master ToS. 

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6. SUSPENSION & TERMINATION

• 6.1 Termination for Convenience: Customer may terminate its subscription at any time by navigating to Account Settings within the platform dashboard and issuing a cancellation request, or by providing thirty (30) days' written notice to [email protected]. Cancellation will take effect at the conclusion of the then-current paid billing cycle. No pro-rated refunds will be issued, except that Xathari will provide a pro-rated refund of any prepaid, unearned fees if (i) Xathari terminates this Agreement for convenience, or (ii) Customer terminates this Agreement for cause pursuant to Section 6.2.
• 6.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party:
  
  • Materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach;
  • Becomes the subject of a petition in bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors; or
  • Ceases active business operations without a clear successor entity.
• 6.3 Immediate Emergency Suspension: Xathari reserves the absolute right to immediately suspend or restrict Customer’s access to the platform, disable screen streaming, or pause ad serving, without prior notice or liability, if Xathari reasonably determines that:
  
  • Customer’s account is being used in violation of the Acceptable Use Policy (AUP);
  • Customer Content or destination URLs are identified as threats by Google Web Risk, infringe third-party intellectual property, or violate applicable laws;
  • Customer is engaging in fraudulent proof-of-play manipulation or artificial impression generation;
  • Customer’s network traffic or media uploads threaten the security, stability, or uptime of Xathari’s servers, Cloudflare edge endpoints, Xano backends, or upstream CMS/ad server infrastructure; or
  • Customer has failed to pay outstanding invoices within fifteen (15) days of the due date.
• 6.4 Post-Termination Obligations: Upon termination or expiration of this Agreement for any reason:
  
  • All rights, licenses, and access granted to Customer shall immediately cease;
  • Customer shall immediately pay all unpaid, accrued fees and charges through the end of the termination date;
  • Customer shall remove and purge all Xathari software, cached player software, and API integrations from its devices;
  • Xathari shall delete Customer Content stored in the CMS within thirty (30) days, subject to data retention policies required by law or specified in the DPA; and
  • Customer shall comply with all hardware return procedures set forth in Exhibit E or any applicable signed HaaS Agreement.

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7. INDEMNIFICATION

• 7.1 Customer Indemnification: Customer agrees to defend, indemnify, and hold harmless Xathari, its members, managers, officers, directors, employees, agents, affiliates, upstream infrastructure and software partners (including Flipnode LLC (d/b/a Yodeck) and Cloudflare, Inc.), ad server and moderation operators (including adserver.online and Sightengine), email and customer communication vendors (including Brevo), consent management providers (Usercentrics A/S), data sub-processors, and demand-side partners from and against any and all third-party claims, lawsuits, demands, regulatory investigations, losses, damages, liabilities, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

1. Customer Content & Ads: Customer Content uploaded to or broadcast via the CMS or Ads Platform, including claims of copyright infringement, trademark violation, defamation, trade secret misappropriation, or false advertising;
2. Breach of Terms: Customer’s breach of any provision, representation, warranty, or covenant contained in this Agreement, the Acceptable Use Policy (AUP), or incorporated Exhibits;
3. Venue & Privacy Compliance: Customer’s failure to display required venue privacy notices or comply with applicable privacy laws (including CCPA/CPRA) in connection with QR/NFC interactions, venue telemetry, or Customer Engagement Platform (CEP) features;
4. Premises & Hardware: Physical damage to hardware, improper display mounting or installation, power supply failures, or personal injury occurring at Customer's venue premises, except to the extent the claim arises from Xathari's own gross negligence or willful misconduct; or
5. Misconduct & Violation of Law: Customer’s gross negligence, intentional misconduct, or violation of applicable local, state, federal, or international laws.

• 7.2 Indemnification Procedure: Xathari will: (a) provide Customer with prompt written notice of any indemnified claim; (b) give Customer sole control of the defense and settlement of the claim (provided that Customer shall not settle any claim that imposes financial liability, injunctive restrictions, or admits fault on Xathari or its upstream partners without Xathari’s prior written consent); and (c) provide Customer with reasonable assistance at Customer’s expense.
• 7.3 Xathari IP Indemnification: Xathari shall defend Customer, its officers, directors, and employees ("Customer Indemnitees") against any third-party claim, lawsuit, or proceeding alleging that Customer's authorized use of the Services, provided by Xathari and used in accordance with this Agreement, directly infringes any valid, registered U.S. patent, copyright, or trademark of a third party. Xathari shall indemnify Customer Indemnitees for all damages, reasonable attorneys' fees, and costs finally awarded by a court of competent jurisdiction or agreed to by Xathari in a written settlement. Xathari shall have no obligation under this Section 7.3 to the extent a claim arises from: (a) Customer Content; (b) unauthorized modifications to the Services made by Customer; or (c) combination of the Services with third-party software, hardware, or business processes not provided or approved by Xathari.
• 7.4 Mutual Nature of IP Indemnification: For the avoidance of doubt, Sections 7.1–7.3 together constitute the parties' mutual indemnification obligations — Customer indemnifies Xathari as set forth in Section 7.1, and Xathari indemnifies Customer against third-party IP infringement claims as set forth in Section 7.3.

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8. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

• 8.1 "As-Is" Service Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THE XATHARI SERVICE LEVEL AGREEMENT (SLA), ALL SERVICES, DASHBOARDS, APIS, CMS SIGNAGE PLATFORMS, CEP ANALYTICS, AND HARDWARE ACCESS ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. XATHARI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
• 8.2 Operational Disclaimers: XATHARI DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) AD CAMPAIGNS WILL GENERATE SPECIFIC SALES, FOOT-TRAFFIC, OR CONVERSION RESULTS; (C) THE PROOF-OF-PLAY OR CEP TELEMETRY WILL BE 100% ACCURATE IN ALL ENCLOSURES OR LIGHTING CONDITIONS; OR (D) UPSTREAM INFRASTRUCTURE (INCLUDING CELLULAR TOWER CONNECTIVITY OR CLOUD CMS HOSTING) WILL REMAIN OPERATIONAL WITHOUT INTERRUPTION.
• 8.3 Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XATHARI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, VENUE REVENUE, BUSINESS INTERRUPTION, OR HARDWARE REPLACEMENT COSTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION DOES NOT APPLY TO CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.1 OR TO LIABILITY ARISING FROM A PARTY'S FRAUD, WILLFUL MISCONDUCT, OR VIOLATION OF LAW.
• 8.4 Monetary Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XATHARI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR ANY INCORPORATED EXHIBITS SHALL BE STRICTLY LIMITED TO AND SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO XATHARI UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100.00 USD), WHICHEVER IS GREATER. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THIS LIMIT.  THE LIMITATIONS IN THIS SECTION 8.4 SHALL NOT APPLY TO: (A) CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.1; (B) XATHARI'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.3, PROVIDED THAT XATHARI'S TOTAL AGGREGATE LIABILITY UNDER SECTION 7.3 SHALL NOT EXCEED TWO (2) TIMES THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; (C) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; (D) EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; OR (E) CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 3.

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9. GOVERNING LAW, JURISDICTION, & DISPUTE RESOLUTION

• 9.1 Governing Law: This Agreement, and all claims or causes of action arising hereunder or related hereto, shall be governed by, construed, and enforced in accordance with the internal laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
• 9.2 Mandatory Binding Arbitration:This Section 9.2, and the class-action and jury-trial waivers in Section 9.3, apply only to Customers using the Services under this Master ToS on a self-serve or SMB basis. They do not apply to a Customer that has executed a separate Enterprise MSA (governed instead by that MSA's dispute resolution terms) or a Host under a separate HaaS Agreement (governed instead by that HaaS Agreement's dispute resolution terms) — see Section 5.
  
  • Agreement to Arbitrate: Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including its formation, breach, termination, validity, or enforceability, shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to waive either party's right to seek public injunctive relief in a court of competent jurisdiction. Either party may also elect to pursue an individual claim within the jurisdictional limits of small claims court.
  • Arbitration Location & Language: The seat and place of arbitration shall be San Francisco, California. The language of the arbitration shall be English.
  • Arbitrator Authority: The arbitration shall be conducted by a single neutral arbitrator appointed in accordance with AAA rules. The arbitrator shall have exclusive authority to rule on their own jurisdiction, including any objections regarding the existence, scope, or validity of the arbitration agreement or the arbitrability of any claim.
  • Enforcement: Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
• 9.3 Class Action & Jury Trial Waiver: CUSTOMER AND XATHARI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CUSTOMER AND XATHARI EACH ACKNOWLEDGE THAT CLAIMS RESOLVED IN ARBITRATION ARE DECIDED BY THE ARBITRATOR WITHOUT A JURY, AND EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
• 9.4 Injunctive Relief: Notwithstanding Section 9.2, either party may seek emergency preliminary injunctive relief or temporary restraining orders in any court of competent jurisdiction located in Contra Costa County, California (or the United States District Court for the Northern District of California), to prevent immediate and irreparable harm to its intellectual property rights, confidential information, or system integrity. 

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10. GENERAL PROVISIONS

• 10.1 Complete Agreement: This Agreement, together with all attached Exhibits, Order Forms, the Privacy Policy, DPA, AUP, and SLA, constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, understandings, or communications, whether oral or written.
• 10.2 Severability: If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this Agreement shall remain in full force and effect.
• 10.3 Modifications & Updates: Xathari reserves the right to modify or update this Master Terms of Service and its incorporated policies at any time by posting the updated terms on its website (https://www.xathari.com/legal/terms-of-service) and updating the "Last Revised" date. For material changes affecting active paid subscriptions — including changes to pricing or renewal terms — Xathari will provide at least thirty (30) days' advance written notice via email (delivered via Brevo) or platform notification, presented in a clear and conspicuous manner and including instructions for cancelling before the change takes effect, consistent with the cancellation mechanism in Section 3.1. For an increase in the price of an active recurring subscription, Xathari will deliver the notice not less than seven (7) and not more than thirty (30) days before the new price takes effect. If Customer objects to a material change, Customer may terminate this Agreement by providing written notice within thirty (30) days of the change notice, in which case Xathari will provide a pro-rata refund of any prepaid, unearned fees for the remaining term. Continued use of the Services following the notice period, absent such objection, constitutes acceptance of the modified terms.
• 10.4 Assignment: Customer shall not assign, transfer, or delegate any of its rights or obligations under this Agreement, by operation of law, merger, asset sale, or otherwise, without Xathari’s prior written consent. Xathari may freely assign, transfer, or delegate this Agreement or its rights and obligations hereunder to an affiliate, subsidiary, or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.
• 10.5 Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, fires, floods, wars, terrorism, civil unrest, labor strikes, global supply chain disruptions, government orders, cellular network outages, major cloud hosting failures (e.g., GCP/AWS outages), or denial-of-service (DoS) attacks.
• 10.6 Independent Contractors: The relationship between Xathari and Customer is strictly that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has the authority to bind or obligate the other in any manner.
• 10.7 Export Compliance & Sanctions: Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. economic sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea/Donbas/Zaporizhzhia/Kherson regions of Ukraine). Customer agrees to comply strictly with all applicable U.S. export control and trade sanctions laws.
• 10.8 Notices: Official legal notices to Xathari must be sent in writing via certified mail or nationally recognized overnight courier to:

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Xathari, LLC

Legal Department

785 Oak Grove Rd

STE E2 PMB4045

Concord, CA 94518

United States

Email Copy: [email protected]

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Notices to Customer will be sent via email to the primary administrative email address registered on the Account or posted within the platform administrative dashboard. Email notices shall be deemed delivered one (1) business day after transmission.

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EXHIBIT A — ADS PLATFORM & PROGRAMMATIC DEMAND TERMS

(Applies to SMB Customers, Advertisers, Agencies, and Demand-Side Partners purchasing or placing ads through the Xathari Ads Network)

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A.1 Ad Campaign Flighting & Placement Mechanics

• A.1.1 Inventory & Formats: Xathari will use commercially reasonable efforts to deliver advertising impressions, video plays, dynamic banners, or web-based ad placements across selected screens, DOOH inventory, web publisher properties, or programmatic network channels in accordance with campaign parameters set within the self-serve online portal or an applicable Order Form. 
• A.1.2 Non-Guaranteed Inventories: Unless explicitly designated as a "Guaranteed Impression Flight" in a signed Order Form, all ad campaign placements operate on a dynamic bid-stream, auction, or fill-rate basis. Xathari does not warrant specific impression totals, click-through rates, QR/NFC attribution conversions, or exact play timestamps for non-guaranteed inventory. 
• A.1.3 Self-Serve Campaign Creation & Managed Lead Times: For self-serve ad campaigns, dynamic QR/NFC campaigns, and CMS content publishing, Customer manages campaign creation and scheduling directly within the online portal without mandatory lead time constraints. Lead time requirements (e.g., submitting creatives at least five (5) business days prior to campaign launch) apply exclusively to custom design, layout authoring, or production services performed under Exhibit D (Managed Services). 

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A.2 Technical Specs, Content Verification, & Rejection Rights

• A.2.1 Technical Specifications & UI Guidance: Ad creatives must comply with the technical requirements (e.g., file sizes, dimensions, supported image/video codecs, and animation constraints) displayed within the self-serve UI during campaign setup. For self-serve users, file validation and size checks are enforced dynamically by the platform UI. Fixed technical specifications and custom asset formatting apply to Managed Services provided under Exhibit D. 
• A.2.2 Rejection & Takedown Rights: Xathari reserves the absolute right, in its sole discretion, to reject, pause, or immediately remove any ad creative from the network without prior notice if: 
  
  • The creative violates Xathari’s Acceptable Use Policy (AUP);
  • The creative generates explicit complaints from venue hosts, website publishers, property managers, or local authorities;
  • The creative advertises products or services that directly compete with the primary business of the specific venue host or digital property where the ad is displayed; or
  • The creative contains misleading, deceptive, false, or unauthorized legal/medical claims.
• A.2.3 No Financial Relief for Rejection: Rejection or takedown of creative assets due to AUP or technical non-compliance does not relieve Customer of its obligation to pay for allocated ad flight time or committed campaign budgets. For a self-serve creative rejected at initial review before any impressions are delivered, Xathari will return the unspent prepaid budget for that campaign as an account credit. 
• A.2.4 Reconsideration Window: A Customer whose ad creative is rejected, paused, or removed under Section A.2.2 may request a non-binding internal review by submitting a written request with supporting evidence to [email protected] within ten (10) business days of the rejection notice. Xathari will complete its review and respond in writing within ten (10) business days of receipt. This process does not toll or suspend Customer's payment obligations under Section A.2.3, and Xathari's decision following reconsideration is final.

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A.3 Cleared Funds, Impression Measurement, & Fraud Thresholds

• A.3.1 Pre-Paid Campaign Balance & Credit Lines: Self-serve ad buying operates on a strict pre-paid budget balance model processed via Stripe. Ad delivery will automatically pause when the Account balance reaches $0.00. For agency credit lines, invoices are payable Net 30 from the invoice date, subject to prior credit approval by Xathari.
• A.3.2 Proof of Play (PoP) Measurement Standard: Ad delivery and impression billing are measured exclusively via Xathari’s proprietary, encrypted Proof of Play (PoP) telemetry log engine. Customer agrees that Xathari’s PoP logs serve as the final, binding, and authoritative measurement for impression execution, loop verification, and invoicing. Third-party ad-tracking pixels or external measurement tags are for informational comparison only and shall not override Xathari PoP logs for billing disputes.
• A.3.3 Fraud & Invalid Traffic (IVT) Thresholds: Xathari employs automated telemetry monitoring, URL filtering (Google Web Risk), and IP/email fraud detection (via IPASIS) to detect artificial play manipulation, compromised player hardware, spoofed network pings, automated bot traffic, or invalid clicks across DOOH and web ad placements.  If Xathari’s automated engine verifies Invalid Traffic (IVT) or artificial impression execution exceeding five percent (5%) of total campaign volume, Xathari will credit Customer’s account balance for the specific invalid impressions verified by Xathari. Xathari’s determination of IVT is final, subject to the reconsideration process in Section A.3.4.
• A.3.4 IVT Determination Review: Customer may request a non-binding internal review of an IVT determination by submitting a written request with supporting evidence (e.g., third-party tracking logs) to [email protected] within ten (10) business days of the IVT credit notice. Xathari will complete its review and respond in writing within ten (10) business days of receipt. Following that review, Xathari's determination is final.

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EXHIBIT B — CEP ANALYTICS & SENSOR PRIVACY TERMS

(Applies to Customers utilizing the Customer Engagement Platform ["CEP"] Analytics, Power Usage Telemetry, Dynamic QR Codes, or NFC Tap Tracking)

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B.1 Scope of CEP Telemetry & Data Collection

• B.1.1 Telemetry Scope: CEP Analytics utilizes passive electrical power usage sensors, dynamic QR-code redirection logs, NFC tap tracking, coarse IP geolocation resolution (via ipgeolocation.io), fraud/bot filtering (via IPASIS), UTM campaign attribution pipelines, and landing page interaction logs to measure venue engagement and ad effectiveness.
• B.1.2 Privacy & Anonymization at Source: Customer acknowledges and agrees that CEP Analytics is engineered to process telemetry anonymously. Electrical power usage sensors verify player power draw and uptime metrics without collecting or processing personal information. Dynamic QR scan and NFC tap interactions log aggregate IP addresses (resolved to coarse city/region levels via ipgeolocation.io), user-agent headers, and interaction timestamps for campaign performance analysis. This Section B.1.2 describes CEP Analytics telemetry only. Data processed through programmatic advertising integrations, including device identifiers and precise geolocation carried in bid requests, is not CEP Analytics telemetry and is described in the Xathari Privacy Policy.

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B.2 Venue Compliance & Notice Obligations

• B.2.1 Venue Notice Obligation: Customer is solely responsible for ensuring that its physical venue premises provide clear, conspicuous, and legally compliant public notices, physical signage, or digital disclosures informing consumers of interactive engagement features (QR codes/NFC taps) or passive venue analytics where applicable under state or local law.
• B.2.2 Consumer Privacy Compliance: Customer warrants that its operational practices comply fully with all applicable state, local, and international data privacy statutes, including but not limited to the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA) and the EU General Data Protection Regulation (GDPR).
• B.2.3 Privacy Indemnity: CUSTOMER ACKNOWLEDGES THAT XATHARI ACTS SOLELY AS A TECHNOLOGY PROVIDER AND PROCESSOR. AS BETWEEN THE PARTIES, CUSTOMER IS RESPONSIBLE FOR THIRD-PARTY CLAIMS, CLASS ACTIONS, REGULATORY FINES, OR LITIGATION TO THE EXTENT ARISING FROM CUSTOMER'S FAILURE TO PROVIDE ADEQUATE VENUE NOTICES OR OBTAIN REQUIRED CONSUMER CONSENTS UNDER APPLICABLE PRIVACY LAWS, EXCEPT TO THE EXTENT A CLAIM ARISES FROM XATHARI'S BREACH OF THE DPA OR ITS OWN VIOLATION OF LAW.

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B.3 Analytics Output Disclaimers

• B.3.1 Statistical Estimations: CEP Analytics metrics, conversion reports, engagement rates, and scan trends are statistical estimates derived from algorithmic event data. Xathari does not guarantee 100% mathematical precision in real-world foot-traffic or engagement counts.
• B.3.2 No Reliance: CEP Analytics reports are provided for internal business intelligence and ad campaign optimization only. Customer shall not rely on CEP reports for official financial reporting, lease negotiations, municipal filings, or legal filings without independent verification.

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EXHIBIT C — CONTENT MANAGEMENT SYSTEM (CMS) & UPSTREAM TERMS

(Applies to Customers utilizing Xathari Intelligent Signage CMS for screen management, playlist scheduling, media distribution, and local SMB content publishing)

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C.1 CMS Software License & Content Publishing

• C.1.1 CMS License Grant: Subject to the terms of this Agreement, Xathari grants Customer a non-exclusive, non-transferable, revocable license during the subscription term to access the cloud-based CMS portal to manage, schedule, and distribute media content ("Host Content") to authorized screen hardware nodes.
• C.1.2 Local Content Restrictions & Publisher Agreements: Customer is granted autonomy to schedule local promotional media within its allocated Host Content loop. However, Customer shall not monetise its allocated CMS screen loop through unauthorized third-party ad networks without an active network publisher agreement with Xathari—specifically, a Host Network Agreement (aka HaaS Agreement) for physical DOOH screen venues, or a Digital Publisher Agreement for website and web-based ad inventory. 

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C.2 Upstream CMS Infrastructure & Flow-Through Obligations (Flipnode & Edge Architecture)

• C.2.1 Upstream Provider Acknowledgement: Customer expressly acknowledges that portions of the core CMS cloud infrastructure, video encoding services, layout engine, and media player rendering software are powered by or white-labeled through Xathari’s contractually integrated upstream technical partner, Flipnode LLC(d/b/a Yodeck) ("Upstream CMS Provider"), with web interface delivery, API routing, edge security, and ad injection supported by Webflow, Xano, Cloudflare, and adserver.online.
• C.2.2 Pass-Through Usage Rules: Customer agrees to strictly comply with all technical operational constraints, server call rate limits, media storage ceilings, and acceptable security standards mandated by the Upstream CMS Provider. Customer shall not attempt to breach, test, reverse engineer, or probe the security of the underlying Flipnode cloud infrastructure.
• C.2.3 Upstream Outage Liability Shield: Customer acknowledges that Xathari disclaims liability for sudden CMS availability interruptions, video rendering glitches, or cloud player outages caused directly by global infrastructure failures of the Upstream CMS Provider, Cloudflare CDN outages, or underlying cloud host disruptions. In the event of an upstream provider outage, Xathari's sole liability shall be to use commercially reasonable efforts to enforce applicable SLA credits from the Upstream CMS Provider and pass through Customer's pro-rata share of any monetary credits actually received.

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EXHIBIT D — MANAGED SERVICES & CREATIVE TERMS

(Applies to Customers purchasing custom campaign design, creative development, screen layout authoring, hardware installation support, or dedicated account management)

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D.1 Scope of Work (SOW) & Service Execution

• D.1.1 Statements of Work: All Managed Services shall be documented in a mutually executed Order Form, Statement of Work ("SOW"), or digital service ticket specifying the project scope, deliverables, timeline, and fee structure.
• D.1.2 Customer Materials: Customer shall promptly provide all required logos, brand guidelines, high-resolution media assets, product copy, and venue floor plans necessary for Xathari to execute the Managed Services. Delays in providing Customer materials shall automatically extend project timelines day-for-day.

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D.2 Review, Acceptance, & Approval Mechanics

• D.2.1 Review Window & Automated Moderation: Upon delivery of any creative asset, screen layout, or custom campaign configuration, Customer shall have five (5) business days ("Review Period") to inspect the deliverable and provide written approval or an itemized list of specific defect corrections. All creative assets—whether developed via Managed Services or self-serve—must pass automated ad content moderation via Sightengine and satisfy Xathari's Acceptable Use Policy (AUP) prior to being scheduled for network broadcast.
• D.2.2 Deemed Acceptance: Deliverables shall be conclusively deemed accepted by Customer if Customer fails to provide written feedback or correction requests prior to the expiration of the 5-business-day Review Period, or if Customer approves the creative for display on live network screens.
• D.2.3 Scope Changes & Revision Rates: Creative modifications requested after formal acceptance, or revisions exceeding the iteration count specified in the SOW, shall be billed at Xathari’s standard hourly rate of $150.00 per hour plus applicable platform costs.

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EXHIBIT E — HARDWARE SLA & EQUIPMENT SUPPORT ANNEX

(Applies when Xathari media players, digital displays, floor stands, cellular modems, or power sensors are deployed or bailed to Customer in conjunction with SaaS services)

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E.1 Hardware Scope & Software SLA Separation

• E.1.1 Hardware Support Scope: This Hardware SLA Annex governs physical diagnostic support, equipment maintenance, telemetry-based health checks, and replacement (RMA) procedures for Xathari-supplied Hardware (including cellular gateways and electrical power usage sensors). Software uptime, cloud availability, and API execution are governed strictly by the main Xathari Service Level Agreement (SLA).
• E.1.2 Host On-Site Obligations: Customer agrees to provide physical access, basic on-site troubleshooting cooperation (e.g., power-cycling media players, checking HDMI cable seating, verifying cellular modem antenna position), and continuous ambient venue operating conditions (e.g., standard indoor operating temperatures between 0°C and 40°C, clean power outlets).

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E.2 RMA Replacement & Dispatch Mechanics

• E.2.1 Defect Verification: If Xathari technical support verifies through remote telemetry that a media player or display node suffers an unrecoverable hardware component defect covered under warranty, Xathari will issue a Return Merchandise Authorization (RMA) number.
• E.2.2 RMA Dispatch: For verified RMA hardware failures, Xathari will ship replacement hardware via standard ground freight within two (2) business days of RMA issuance. Customer must pack and ship the defective hardware unit back to Xathari’s designated logistics facility within ten (10) business days using the pre-paid shipping label provided with the RMA package.
• E.2.3 Failure to Return Defective Hardware: If the defective hardware unit is not received at Xathari’s logistics facility within fifteen (15) business days of RMA issuance, Customer will be automatically charged the full replacement value of the unreturned hardware node (pursuant to the fee schedule in Section E.3.2) to its primary billing method.

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E.3 Hardware SLA Exclusions & Damage Loss Schedule

• E.3.1 Hardware SLA Exclusions: Equipment replacement coverage and hardware support remedies shall NOT apply to hardware failure, downtime, or damage resulting from:
  
  • Local venue power surges, unconditioned power outages, or improper wiring;
  • Commercial venue network failure, venue internet outages, or localized cellular signal degradation;
  • Physical damage, dropping, liquid spillage, vandalism, theft, or exposure to outdoor weather without approved enclosures;
  • Mounting or installation performed by unauthorized third parties; or
  • Unauthorized modification, opening of sealed media player cases, or tampering with hardware firmware.

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• E.3.2 Non-Covered Replacement Fee Schedule: If hardware requires replacement due to any excluded cause listed in Section E.3.1, or is lost/unreturned upon account termination, Customer authorizes Xathari to charge its billing account according to the following fixed replacement fee schedule:

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