PhiXenia Service Agreement

This PhiXenia Service Agreement (the “Agreement”) is between PhiXenia LLC (“PhiXenia,” “we,” “us,” or “our”) and the legal entity identified in the account record (“Customer,” “you,” or “your”). It becomes effective when an authorized representative accepts it electronically or first uses the Services, whichever occurs first.

1. Agreement structure and order of precedence

This Agreement governs Customer’s access to PhiXenia’s hosted booking, operations, customer-management, waiver, communications, reporting, payment-integration, and related services, including updates and mobile or embedded experiences (collectively, the “Services”). The following form part of the parties’ agreement when applicable:

• the plan, locations, fees, trial or beta designation, and other commercial details displayed at signup or in a later written order (“Order Details”);
• the Subscription and Recurring Billing Authorization;
• the PhiXenia Payments and Processing Fee Terms for use of PhiXenia Payments;
• the Data Processing Addendum for Customer Personal Data; and
• policies expressly incorporated by this Agreement, including the Acceptable Use requirements in Section 6.

If terms conflict, the following order controls for the subject at issue: Order Details; the Payments Terms for payment processing; the Data Processing Addendum for processing Customer Personal Data; the Billing Authorization for subscription charges; and this Agreement. The Privacy Policy describes PhiXenia’s own privacy practices but does not reduce either party’s contractual obligations.

2. Eligibility, business use, and authority

The Services are offered for lawful business use in the United States. Customer represents that it is a valid business or organization, that each person creating or administering its account is at least 18, and that the accepting representative is authorized to bind Customer. The Services may not be opened for personal, family, or household use.

3. Services and changes

3.1 Access

Subject to this Agreement and payment of applicable fees, PhiXenia grants Customer a limited, nonexclusive, nontransferable, revocable right during the Term for its authorized personnel to access and use the Services for Customer’s internal business operations and to make Customer-configured booking, portal, waiver, and checkout experiences available to Customer’s end users.

3.2 Configuration and location activation

Customer controls its locations, services, resources, schedules, capacities, prices, policies, user roles, templates, and integrations. PhiXenia may provide onboarding guidance, defaults, import tools, or recommendations, but Customer must review and approve its production configuration before accepting live bookings or payments.

3.3 Product changes

PhiXenia may improve, add, replace, or discontinue features. We will give reasonable advance notice of a material reduction to core paid functionality when practicable. We may make immediate changes required for security, law, Payment Provider rules, third-party availability, or to prevent harm. If a material reduction substantially defeats Customer’s documented primary use and no reasonable replacement is provided, Customer may terminate the affected Services by notice within 30 days of the change.

3.4 Beta and preview features

Features identified as beta, preview, pilot, experimental, or early access (“Beta Features”) may be incomplete, change without notice, contain errors, or be suspended. Customer will use Beta Features with reasonable caution and maintain appropriate operational backups. Unless Order Details state otherwise, Beta Features are provided “as is,” without service-level commitment, and may not be used for a purpose where failure could cause death, bodily injury, unlawful discrimination, or material financial harm.

4. Accounts, administrators, and users

Customer is responsible for all activity under its account and for assigning permissions according to least privilege. Customer will designate at least one owner administrator, maintain accurate user information, promptly disable access for departed or unauthorized personnel, and keep passwords, PINs, passkeys, and recovery methods confidential. Shared owner or manager credentials are prohibited. Customer will notify security@phixenia.com promptly of suspected unauthorized access.

PhiXenia may rely on instructions from an authenticated account owner or administrator. Customer is responsible for internal disputes about authority, ownership, employee access, franchise relationships, or location control unless PhiXenia has received a binding legal order or mutually signed instruction.

5. Customer responsibilities

5.1 Customer’s business and customer relationship

Customer—not PhiXenia—is the provider and seller of Customer’s products, admissions, activities, memberships, and services. Customer is responsible for fulfillment, safety, staffing, licensing, accessibility, customer service, refunds, cancellations, taxes, legal notices, and compliance with laws that apply to Customer’s business.

5.2 Customer Content

Customer is responsible for the legality, accuracy, quality, and rights associated with data, text, images, offers, policies, waiver language, communications, files, and other material submitted to the Services by or for Customer (“Customer Content”). Customer grants PhiXenia and its subprocessors a worldwide, nonexclusive, royalty-free license during the Term to host, copy, transmit, display, modify solely for formatting or technical operation, and otherwise process Customer Content only to provide, secure, support, and improve the Services as permitted by this Agreement and the Data Processing Addendum.

5.3 Waivers, releases, and electronic signatures

PhiXenia provides tools for Customer to create and collect electronic records and signatures; PhiXenia does not draft Customer’s waiver, determine who must sign, verify legal capacity, or guarantee enforceability. Customer must obtain legal review appropriate to each activity and jurisdiction, configure guardian and minor logic, preserve required records, and provide required copies or notices. For children under 13, Customer must ensure that personal information is submitted by or with verifiable authorization from a parent or legal guardian and must not direct a child to create a PhiXenia account or independently submit personal information.

5.4 Communications

Customer is the sender of communications initiated through its account. Customer will send only lawful transactional or marketing messages, honor opt-outs, maintain required consent records, and comply with the Telephone Consumer Protection Act, CAN-SPAM Act, carrier policies, and similar laws. Customer may not use purchased contact lists or send deceptive, harassing, or unlawful messages.

5.5 Store credit, gift cards, loyalty, and promotions

Customer is solely responsible for the financial and legal obligations represented by store credit, gift cards, loyalty points, discounts, referral rewards, memberships, and promotions issued through the Services. PhiXenia records these obligations as a technology service and does not assume them. Customer will configure expiration, escheat, refund, and disclosure practices in compliance with applicable law.

5.6 Tax and accounting tools

Reports, tax settings, forecasts, reconciliation, AI-assisted categorization, and accounting features are informational tools and may contain errors or be incomplete. Customer must independently verify filings, books, tax treatment, payroll, and financial decisions with qualified professionals.

5.7 Artificial intelligence features

AI features may generate inaccurate, incomplete, or biased content. Customer must review outputs before using, sending, publishing, or relying on them and may not use AI output as the sole basis for employment, credit, housing, insurance, medical, legal, or similarly significant decisions. PhiXenia will not use Customer Personal Data to train a public or general-purpose model except with Customer’s express authorization; service providers may process prompts and outputs to provide and secure the enabled feature under the Data Processing Addendum.

6. Acceptable use

Customer and its users may not, and may not help another person to:

• use the Services unlawfully, deceptively, or to facilitate fraud, abuse, harassment, discrimination, exploitation, sanctions violations, or infringement;
• upload malware, probe or bypass security, disrupt the Services, perform unauthorized penetration testing, or access another customer’s data or account;
• reverse engineer, decompile, copy, scrape, frame, mirror, resell, sublicense, or create a competing service from the Services except to the limited extent a restriction is prohibited by law;
• use automated means that unreasonably burden the Services or bypass documented interfaces, limits, or access controls;
• submit regulated health information subject to HIPAA unless the parties have signed a Business Associate Agreement, or submit Social Security numbers, full card numbers, card security codes, passwords, or other data not requested by the Services;
• use the Services for illegal gambling, prohibited financial activity, controlled substances, unlawful weapons sales, adult sexual services, or other activity prohibited by a Payment Provider; or
• misrepresent identity, affiliation, inventory, availability, price, safety, or the nature of a transaction.

PhiXenia may investigate suspected violations and may remove or restrict content or access when reasonably necessary to protect users, the Services, Payment Providers, or the public, or to comply with law. When practicable, PhiXenia will give notice and an opportunity to cure.

7. Fees, trials, and payment

Customer will pay subscription, transaction, implementation, hardware, messaging, and other fees shown in Order Details or otherwise accepted in writing. Subscription billing, trial conversion, beta waivers, location activation, card-on-file authorization, cancellation, and price-change notice are governed by the Subscription and Recurring Billing Authorization. Customer-payment processing is governed by the Payments Terms.

Fees are stated in U.S. dollars and exclude taxes. Customer is responsible for taxes imposed on its purchase of the Services, other than taxes based on PhiXenia’s net income. Undisputed overdue amounts may accrue interest at the lesser of 1.0% per month or the maximum lawful rate, plus reasonable collection costs. PhiXenia may suspend Services after reasonable notice for nonpayment, except where a good-faith billing dispute was timely submitted and Customer pays undisputed amounts.

8. Privacy, data roles, and security

As between the parties, Customer owns Customer Content and Customer Personal Data. Customer acts as controller or business for personal data collected from Customer’s personnel, customers, guests, waiver participants, and other end users; PhiXenia acts as processor or service provider when processing that data on Customer’s documented instructions. The Data Processing Addendum governs that processing. PhiXenia acts as an independent controller for account administration, security, fraud prevention, product analytics based on appropriately aggregated or deidentified data, billing, legal compliance, and its direct business relationship with Customer personnel, as described in the Privacy Policy.

PhiXenia will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature and risk of the data. No system is perfectly secure, and PhiXenia does not warrant that unauthorized access will never occur. Customer is responsible for secure devices, networks, exports, local copies, permissions, and configurations under its control.

9. Third-party services and integrations

Customer may choose to connect third-party services, including payment, communications, accounting, payroll, calendar, email, website, CRM, AI, and identity providers. Customer authorizes PhiXenia to exchange Customer Content and account data with an enabled provider as necessary for the integration. Third-party services are governed by their own terms and privacy practices. PhiXenia is not responsible for a third party’s service, changes, fees, outages, security, or use of data outside PhiXenia’s control, but will remain responsible for subprocessors as stated in the Data Processing Addendum.

10. Intellectual property

PhiXenia and its licensors own the Services, software, interfaces, designs, documentation, models, methods, and all related intellectual-property rights, excluding Customer Content. No rights are granted except the limited access right in this Agreement. Customer may provide suggestions or feedback; Customer grants PhiXenia a perpetual, irrevocable, worldwide, royalty-free right to use feedback without restriction or attribution, provided PhiXenia does not identify Customer publicly without permission.

PhiXenia may create and use aggregated or deidentified data that cannot reasonably identify Customer or an individual to operate, secure, benchmark, analyze, and improve the Services and to produce industry insights. PhiXenia will not attempt to reidentify that data except to test deidentification or as permitted by law.

11. Confidentiality

Each party receiving nonpublic information that a reasonable person would understand to be confidential (“Confidential Information”) will use it only to perform or exercise rights under this Agreement, protect it using at least reasonable care, and disclose it only to personnel, advisors, and subcontractors who need to know and are bound by confidentiality obligations. Confidential Information excludes information the recipient can document was lawfully known without restriction, independently developed, publicly available without breach, or lawfully received from another source.

A recipient may disclose Confidential Information when legally required after giving advance notice where lawful and reasonable assistance at the disclosing party’s expense. Each party may seek injunctive relief for threatened misuse of Confidential Information.

12. Warranties and disclaimers

PhiXenia warrants that it will provide the paid Services in a professional and workmanlike manner and will not knowingly introduce malicious code. Customer’s exclusive remedy for breach of this warranty is for PhiXenia to reperform the affected Services or, if re-performance is not commercially reasonable, terminate the affected Services and refund prepaid subscription fees for the unused period.

13. Indemnification

13.1 By Customer

Customer will defend, indemnify, and hold harmless PhiXenia, its affiliates, and their personnel from third-party claims, damages, penalties, judgments, and reasonable legal fees arising from: Customer Content; Customer’s products, activities, premises, personnel, safety practices, customer relationship, refunds, taxes, waivers, communications, promotions, or surcharges; Customer’s breach of Sections 4, 5, or 6; or Customer’s violation of law or a third party’s rights.

13.2 By PhiXenia

PhiXenia will defend Customer from a third-party claim that Customer’s authorized use of the paid Services directly infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement. PhiXenia may modify or replace the affected Service, obtain continued-use rights, or terminate the affected Service and refund prepaid subscription fees for the unused period. This obligation does not apply to Customer Content, third-party services, combinations not supplied by PhiXenia, unauthorized changes or use, continued use after notice, or Beta Features.

13.3 Process

The indemnified party must give prompt notice, reasonable cooperation at the indemnifying party’s expense, and control of the defense and settlement. A settlement may not admit fault by or impose nonmonetary obligations on the indemnified party without written consent, not to be unreasonably withheld.

14. Limitation of liability

15. Term, cancellation, suspension, and termination

This Agreement continues until all Services are cancelled or terminated (the “Term”). Customer may cancel a monthly subscription at any time as described in the Billing Authorization; cancellation ordinarily takes effect at the end of the current paid period. Either party may terminate for a material breach not cured within 10 days after written notice, or immediately if the breach cannot be cured. PhiXenia may suspend or terminate immediately for fraud, illegal activity, security risk, Payment Provider direction, sanctions concerns, nonpayment after notice, or conduct reasonably likely to harm others or the Services.

PhiXenia may terminate the Services for convenience on at least 30 days’ notice and will refund prepaid subscription fees for the unused period. On termination, Customer must stop using the Services and pay accrued amounts. Upon request made before termination or within 30 days afterward, PhiXenia will make a standard export of reasonably available Customer Data accessible if the account is not legally restricted. PhiXenia may delete active Customer Data after that export period and from backups in the ordinary backup lifecycle, subject to legal retention, security, dispute, and deidentification needs.

Sections that by their nature should survive will survive, including payment, intellectual property, confidentiality, disclaimers, indemnification, liability limits, dispute terms, and general provisions.

16. Governing law and disputes

Utah law governs the Agreement without regard to conflict-of-law rules. Before filing a claim, each party will give written notice describing the dispute and allow 30 days for good-faith executive-level resolution. Except for small-claims matters, collection of undisputed amounts, or requests for temporary injunctive relief, the state and federal courts located in Salt Lake County, Utah have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY. Claims must be brought in the party’s individual capacity and not as a class or representative action.

17. Notices and changes to terms

Operational notices may be delivered in the Services or to an account email. Legal notices to PhiXenia must be sent to legal@phixenia.com and [PUBLIC BUSINESS MAILING ADDRESS], Herriman, Utah 84096. Legal notices to Customer will be sent to the owner email and legal address in the account. Email notice is effective when sent unless the sender receives a delivery failure; postal notice is effective on documented delivery.

PhiXenia may update this Agreement. We will provide at least 30 days’ advance notice of a material adverse change unless a shorter period is reasonably necessary for law, security, fraud prevention, Payment Provider requirements, or a new optional feature. The notice will state the effective date. Continued use after that date constitutes acceptance where permitted by law; Customer may cancel before the change takes effect. Changes to fees are governed by the Billing Authorization or Payments Terms, as applicable.

18. General

Neither party may assign the Agreement without the other’s consent, except that either may assign it in connection with a merger, reorganization, sale of substantially all relevant assets, or change of control, provided the assignee is not a direct competitor of the nonassigning party and assumes the obligations. PhiXenia may use subcontractors and remains responsible as stated in the Data Processing Addendum. The parties are independent contractors; the Agreement does not create an agency, fiduciary, franchise, partnership, joint venture, or employment relationship.

Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Failure to enforce is not a waiver. Headings are for convenience. “Including” means “including without limitation.” The Agreement is the complete agreement about the Services and supersedes prior proposals and discussions. Purchase-order terms do not apply unless PhiXenia expressly signs them. Electronic records and signatures, counterparts, and accepted online versions are effective as originals.

19. Electronic acceptance record

Checking the acceptance box and selecting “Continue to card verification” constitutes Customer’s electronic signature. PhiXenia may retain the signer’s name, Customer legal name, account identifier, document title and version, full accepted text or a tamper-evident copy, checkbox text, timestamp, IP address, and device or session information as evidence of acceptance.

20. Contact

Support: support@phixenia.com. Billing: billing@phixenia.com. Legal: legal@phixenia.com. Mailing address: PhiXenia LLC, Attn: Legal, [PUBLIC BUSINESS MAILING ADDRESS], Herriman, Utah 84096. Website: https://phixenia.com.