Business Starter Kit Third Party Service Terms

AdroCard Supplemental Business Starter Kit Terms of Service for Third-Party Services

Welcome to AdroCard’s supplemental Business Starter Kit terms of service for third-party services (these “Third Party Service Terms”). These Third Party Service Terms are an agreement among AdroCard, Inc. (“AdroCard,” “we,” “us,” or “our”), you or the entity that represents you (“User”) and the legal entity that User will form by using AdroCard’s Business Starter Kit (the “Company”). The terms “you,” and “your” refer collectively to the User and the Company. Certain services may be bundled with other products. Please read these Third- Party Terms carefully.

1. You agree to these Third Party Service Terms and the Terms of Use, Privacy Policy, and Business Starter Kit Terms of Service (“Terms of Service”), including any and all updates and modifications AdroCard makes to these Terms or the Terms of Use, Privacy Policy, and Terms of Service in the future. These Third Party Service Terms supplement any agreement between you and AdroCard. In the case of a conflict between the Terms of Service and these Third Party Service Terms specifically concerning Third-Party Services, then these Third Party Service Terms will govern with respect to such Third-Party Services. You understand that the Third Party Service Terms affect your legal rights and obligations. If you do not agree to be bound by all of these terms, you will not use any AdroCard service. By proceeding with your purchase, you agree to these Third Party Service Terms.

2. YOU UNDERSTAND THAT THESE TERMS CALL FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE AS DESCRIBED IN THE TERMS OF USE.

3. To request a refund, contact the AdroCard support team at support@joinadro.com.

4. These Third Party Service Terms address benefits that may or may not be included in your specific package. The sections discussing benefits included in your package apply to you. If you are unsure which benefits are included in your package, please contact us through our support email at support@joinadro.com.

5. AdroCard works with partners and affiliates whose websites are linked with AdroCard and controlled by parties other than AdroCard (each a “Third-Party Site”). AdroCard is not responsible for and does not endorse the availability, contents, products, services, or use of any Third-Party Site, any website accessed from a Third-Party Site, or any changes to those sites. AdroCard does not guarantee the content or quality of the products or services provided by Third-Party Sites. If you have purchased a package that includes a Third-Party Service, the Third-Party Service provider may contact you by email or phone with instructions on how to access your benefits, and you may be required to accept additional terms located on the Third-Party Site. AdroCard is not responsible for any damages, losses, or liabilities arising from your use of or reliance on any Third-Party Site, including but not limited to inaccuracies, errors, or omissions in content, or any offensive or illegal conduct of third parties.

6. Third-Party Services. The services provided by AdroCard are an online platform designed to support you and your business needs by facilitating access to the building blocks of a business. AdroCard does not endorse or assume any responsibility for any Third-Party Services. You access and use Third-Party Services at your own risk. You expressly relieve AdroCard from any and all liability arising from your use of any Third-Party Services. Additionally, your dealings with or use of Third-Party Services, including payment or delivery of goods, if applicable, and any other terms (such as warranties) are solely between you and those offering such Third-Party Services. You agree that AdroCard shall not be responsible for any loss or damage of any sort relating to your dealings with such Third-Party Services. Once AdroCard approves you and your company or formed entity for formation with AdroCard’s services, you may access Third-Party Service providers who may be able to assist with:

(a) Creation of a U.S. business entity by business formation partners AdroCard may designate from time to time;

(b) Access to U.S. tax and legal information from such partners that AdroCard may designate from time to time;

(d) Access to mail-forwarding services by such partners that AdroCard may designate from time to time;

(e) Access to flexible workspaces by such partners that AdroCard may designate from time to time;

(f) Receiving of a SIM card from a provider as AdroCard may designate from time to time; and

(g) Other services and tools, including tools provided by AdroCard and by Third-Party Service providers as the AdroCard program’s network of partners and collaborators grows over time.

7. Use of Service

(a) General Practices. You acknowledge that AdroCard may establish general practices and limits concerning the use of its Third-Party Services. AdroCard is not liable for the deletion of or failure to store any content maintained or transmitted by any Third-Party Service provider. AdroCard may subcontract any obligations required under a service without your consent.

(b) Responsibility for Misuse You may not: (i) License, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any party the benefits granted to you by, or any content in, your Third-Party Services; or (ii) Change, reproduce, reverse engineer, make derivative works based on or referring to, or in any way exploit the licenses you have been granted with your Third-Party Services, or their content or source code.

(c) Customer Obligations. You agree to: (i) provide accurate, current, and complete information necessary for AdroCard and its designated Third-Party Service Providers to perform the Third-Party Services, and you agree to maintain and promptly update this information as necessary to keep it true, accurate, current, and complete for both AdroCard and the relevant Third-Party Service Provider; (ii) cooperate with AdroCard and its Third-Party Service providers in all matters relating to the Third-Party Services; (iii) obtain and maintain all necessary licenses, consents, and permissions required for the Third-Party Services; (iv) promptly respond to any requests from AdroCard for information or approvals; and (v) directly review, understand, and agree to any and all terms of service, conditions, privacy policies, and other requirements or instructions mandated by the specific Third-Party Service Provider (e.g., an incorporation service provider such as Meara, or a registered agent service) for the provision of their respective services, including any terms presented on a Third-Party Site. You acknowledge that your eligibility for, and the successful provision and receipt of, Third-Party Services is contingent upon your full and timely compliance with all such third-party requirements. AdroCard shall have no liability for your failure to comply with any Third-Party Service Provider’s terms or requirements. You bear sole responsibility for the content, accuracy, legality, and completeness of all information, documents, or instructions you provide to such Third-Party Service Providers, whether submitted directly to the Third-Party Service Provider or indirectly through AdroCard's platform or services.

(d) Obligations for Expenses. You are responsible for all expenses incurred or other actions that may occur through your use of a Third-Party Service. You must alert us immediately of any fraudulent, unauthorized, illegal, or suspicious use of a service or service benefits, or any other breach of security or unauthorized or illegal activity that you reasonably suspect.

8. Authority to Enter Agreement. If you are entering into these Third Party Service Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind that entity to these terms, and you understand that “you” or “your” refers to that entity. If you do not have that authority or do not agree with these Third Party Service Terms, you may not sign up for or use any Third-Party Service. If, after your purchase, we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in these Third Party Service Terms and the order you placed, including all payment obligations. AdroCard is not liable for any loss or damage resulting from our reliance on any communication reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any communication, we may, but are not obliged to, require additional authentication from your company.

9. Changes to Service. AdroCard may discontinue the offering of a Third-Party Service, including its functionality, content, or availability, at any time in its sole discretion. However, you have the right to cancel your membership should we materially decrease benefits. If we add new Third-Party Services, the new features will be subject to these Third Party Service Terms. If you add a product or service, AdroCard has the discretion to charge you a prorated portion of the costs to align your renewal date, with notice provided beforehand.

10. Termination or Cancellation

(a) By AdroCard

(i) AdroCard may terminate your use of all or part of the Third-Party Services at its sole discretion, including if a third-party provider terminates its service, with or without cause. As your sole remedy, we may refund any prepaid fees specifically related to the current term of that service.

(ii) AdroCard may terminate these Third Party Service Terms immediately upon written notice to you if: (A) you fail to pay any amount due under these Third Party Service Terms and such failure continues for fifteen (15) days after your receipt of written notice of nonpayment; (B) you materially breach any provision of these Third Party Service Terms and fail to cure such breach within thirty (30) days after written notice thereof, or such breach is incapable of cure; or (C) you become insolvent, file for bankruptcy, or have bankruptcy proceedings initiated against you.

(iii) If you have not made payment within 15 days after the date on which payment for services is due, AdroCard may suspend your services and terminate the services. We reserve the right to do so later if not done immediately.

(iv) Your right to use a Third-Party Service is subject to limits established by AdroCard or your credit card issuer. If payment cannot be charged or is returned (e.g., via chargeback), AdroCard may suspend or terminate your access and account. We may attempt to bill your card until termination, and you agree we can charge any card on file for outstanding fees.

(v) If you wish to reactivate your account after termination, there are no setup or reactivation fees. However, if terminated for nonpayment, reactivation requires full payment of past-due amounts. The new term begins on the reactivation date.

(b) By You. You may cancel your services at any time by emailing the AdroCard support team at support@joinadro.com or canceling online through your account portal. After cancellation, your services will not renew at the end of the current term but will remain active until then, unless otherwise specified.

(c) Services After Termination. After termination or the end of your membership term, you will not be able to access the corresponding Third-Party Service offerings.

11. Privacy and Data Use. By using the Third-Party Services, you consent to the collection, storage, processing, and sharing of your personal data as described in our Privacy Policy. You agree that AdroCard may share your data with Third-Party Service providers as necessary to provide the services. AdroCard will take reasonable measures to protect your personal data in accordance with applicable data protection laws. However, AdroCard is not liable for any unauthorized access, use, or disclosure of your data by Third-Party Service providers.

12. DISCLAIMER AND LIMITATION OF LIABILITY.

(a) EXCEPT AS EXPRESSLY PROVIDED IN these THIRD PARTY SERVICE TERMS, ADROCARD PROVIDES THE THIRD-PARTY SERVICES "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LAWS, REGULATIONS, AND ADMINISTRATIVE REQUIREMENTS CHANGE OFTEN, AND THEIR APPLICATION VARIES BY COMPANY AND INDUSTRY. FORMS, EMAILS, AND SMS COMMUNICATIONS ARE NOT INTENDED TO PROVIDE OR SUBSTITUTE FOR ACCOUNTING, LEGAL, BUSINESS, TAX, OR OTHER PROFESSIONAL ADVICE OR SERVICES. COMPLIANCE WITH ALL LAWS AND REGULATIONS REMAINS YOUR SOLE RESPONSIBILITY. CONSULT A PROFESSIONAL BEFORE ACTING ON INFORMATION FROM THE SITE OR COMMUNICATIONS. NO REPRESENTATIONS OR WARRANTIES ARE GIVEN REGARDING THE LEGAL OR OTHER CONSEQUENCES OF USING ANY SERVICE, EXCEPT AS EXPRESSLY STATED.

(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADROCARD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR USE OF THE THIRD-PARTY SERVICES; (B) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR PERSONAL INFORMATION; (C) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (D) BUGS, VIRUSES, OR SIMILAR ISSUES TRANSMITTED BY THIRD PARTIES. IN NO EVENT SHALL ADROCARD’S AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, WETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU IN THE PRECEDING TWELVE (12) MONTHS, IF ANY, FOR ACCESSING THE THIRD-PARTY SERVICES, EXCEPT AS PROHIBITED BY LAW.

(c) YOU ACKNOWLEDGE AND AGREE THAT ADROCARD’S ROLE WITH RESPECT TO THIRD-PARTY SERVICES IS STRICTLY ONE OF FACILITATION AND ACCESS. ADROCARD SHALL NOT BE LIABLE FOR THE ACTUAL PROVISION, PERFORMANCE, NON-PERFORMANCE, QUALITY, TIMELINESS, ACCURACY, OR LEGALITY OF SERVICES RENDERED OR INFORMATION PROVIDED BY THIRD-PARTY SERVICE PROVIDERS. ANY CLAIMS RELATED TO THE THIRD-PARTY SERVICES THEMSELVES MUST BE DIRECTED SOLELY TO THE RELEVANT THIRD-PARTY SERVICE PROVIDER.

13. Indemnification. You agree to defend, indemnify, and hold harmless AdroCard, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from your use or misuse of the Third-Party Services, violation of these Third Party Service Terms, or violation of any third-party rights.

14. Governing Law. Any dispute arising from these Third Party Service Terms and your use of the services will be governed by and construed and enforced in accordance with the laws of New York, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in New York County, New York. You consent to personal and exclusive jurisdiction in these courts.

15. Dispute Resolution. Any disputes arising out of or relating to these Third Party Service Terms or the Third-Party Services shall be resolved in accordance with the Dispute Resolution provisions set forth in the Terms of Use, located at https://www.joinadro.com/terms, which are incorporated herein by reference.

16. Non-English-Speaking Customers. Certain materials on the AdroCard website, including questionnaires, documents, instructions, and filings, are only available in English. Non-English translations of these Third Party Service Terms and other policies are provided for convenience only. In case of ambiguity or conflict, the English version controls.

17. Assignment. You may not assign or transfer any of your rights or obligations under these Third Party Service Terms without the prior written consent of AdroCard. Any attempted assignment in violation of this section shall be null and void.

18. Waiver. No waiver by AdroCard of any provision of these Third Party Service Terms shall be effective unless in writing and signed by AdroCard. No failure or delay by AdroCard in exercising any right or remedy under these Third Party Service Terms shall operate as a waiver thereof.

Updated: May 25, 2025

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