Supplementary Terms & Conditions for Integrations

1. General

   1. In this document, "we", "our", "us" and "Okendo" refers to Okendo Pty Ltd (ACN 165 005 989) and its related entities. These Supplementary Terms should be read in conjunction with the Merchant Terms or your Okendo Enterprise Service Agreement ("Your Okendo Agreement"), and the Merchant Privacy Policy, which is available at https://okendo.io/legal-merchants/privacy/.

   2. By using or accessing Okendo Third-Party Integrations ("Integrations”), you ("you") agree to these Supplementary Terms & Conditions, and if you do not agree to you should not and are not permitted to use the Integrations.

2. Integration with Third-Party Platforms

   1. At your instruction, the Service may integrate with third-party platforms or service providers (including but not limited to platforms and services offered by Alphabet, Inc, Meta Platforms, Inc, Bytedance Ltd, and Shopify Inc) ("Third-Party Providers").

   2. You authorise Okendo to transmit and transfer any personal information, Content, and other data provided by you, or any End User, to Third-Party Providers, in accordance with your instructions, and for the purposes of providing the Services.

3. Acknowledgements

   1. You acknowledge that each Third-Party Provider is a separate entity, operating under its own terms and policies and that Okendo is not a party to any agreement or arrangement you may have with any Third-Party Providers.

   2. Third-Party Providers are not bound by our Terms of Use, Privacy Policy, or Data Processing Addendum, and may collect, retain, and process data (including personal information) beyond or different from the guarantees or limitations provided by Okendo under this Agreement.

   3. You will comply with all contractual obligations, terms, and conditions imposed by any Third-Party Provider with which you choose to integrate our Service.

4. Data Usage & Privacy

   1. You acknowledge that use of the Integration may involve transfers of data across international borders and consent to such transfers in compliance with applicable data protection laws.

   2. For the purposes of any applicable privacy or data protection laws (including, without limitation, GDPR, UK-GDPR and State Level US Data Protection Laws), the Third-Party Providers are not sub-processors of Okendo.

   3. You undertake that you have obtained and will maintain any necessary consents from End Users or other data subjects required to facilitate the processing of data by any Third-Party Providers, where relevant.

5. Intellectual Property & Copyright

   1. You acknowledge that use of the Integrations may involve licensing of your intellectual property to Third-Party Providers, and that Okendo does not control the use, retention, or treatment of your intellectual property once it has been transmitted to Third-Party Providers.

   2. You grant Okendo a non-exclusive, worldwide, royalty-free license to use, reproduce, and transmit any content you provide through the Integrations solely for the purpose of facilitating the Integration services and in accordance with your instructions.

   3. You warrant that you have all necessary rights, licenses, and permissions to use any intellectual property, content, or materials you provide through the Integrations, and that such use will not infringe upon any third-party intellectual property rights.

6. Liability

   1. You agree that you bear sole responsibility for ensuring that your use of any Integration meets all applicable laws and regulatory requirements in any applicable jurisdiction.

   2. You agree to indemnify, defend, and hold harmless Okendo, its officers, directors, employees, and agents against any and all claims, liabilities, losses, damages, judgments, and expenses (including attorneys’ fees and costs) arising out of or related to your use of the Integrations, your breach of these Terms, your breach of any agreement between you and a Third-Party Provider, or your violation of any applicable law or regulation.

   3. To the fullest extent permitted by law, Okendo disclaims all warranties related to the Integrations, whether express or implied, including warranties of accuracy, fitness for a particular purpose, or non-infringement.

   4. In no event will Okendo be liable for indirect, consequential, or incidental damages arising from or related to the Integrations or your use thereof.

7. Governing Law & Dispute Resolution

   1. These Terms are governed by the laws set out in your Your Okendo Agreement, and any disputes will be resolved as specified therein.

By clicking "Enable” or using the Integrations, you acknowledge that you have read, understand, and agree to these supplementary Terms & Conditions, including the assumption of liability and the indemnification obligations set forth herein.