Effective Date: January 16, 2026
Provi Enterprise and Enterprise Plus Addendum
This Enterprise and Enterprise Plus Addendum ("Enterprise Addendum") is incorporated into the Provi General Terms of Service ("Terms") and governs the purchase of Enterprise Services (defined below) from Tiz, Inc., a Delaware corporation doing business as Provi and its subsidiaries (collectively, "Provi"). By using the Enterprise Services, or by entering into an SOW or Order Form for Enterprise Services, You together with any entities that You represent, and your affiliates that own or operate participating locations ("You," "you," "Your," or "your") acknowledge that You have read, understand, and agree to be bound by this Enterprise Addendum. Capitalized terms used but not defined in this Enterprise Addendum shall have the meaning specified in the Terms. To the extent there is a conflict between the Terms and this Enterprise Addendum, the terms of the Enterprise Addendum shall control.
1. DEFINITIONS.
1.1 "End User" means a Provi Retailer on the Provi Platform.
1.2 "Fees" means the service and/or implementation fees specified in the applicable Order Form.
1.3 "Order Form" means an order form, statement of work, insertion order, or any writing or electronic consent executed between the parties for the purchase of any Enterprise Services.
1.4 "Enterprise Account" means the unique online account created or assigned to You for access to the Enterprise Services, including all associated credentials, profiles, settings, permissions, and activity. The Enterprise Account also includes any subaccounts or user accounts created under your authority.
1.5 "Provi Data" means any and all data or information (i) generated by or from use of the Provi Platform, including usage, ordering, and performance data, (ii) entered by users on the Provi Platform, and/or (iii) provided by Provi to You hereunder, including but not limited to Reporting Information.
1.6 "Reporting Information" means data shared or accessed through your Enterprise Account in the form provided by Provi.
1.7 "Enterprise Services" means all enterprise products, features, functions, tools, and support offerings made available by Provi, whether now existing or later developed. This may include Provi account compliance tools such as locked lists, hybrid ordering, case-only ordering, and user-based permissions, as well as any enhancements, updates, or variations to those tools, to the extent described in the applicable Order Form. For each licensed location, Enterprise Services may also include access to Reporting Information, in-app messaging, a dedicated customer success manager, or priority support. Provi may modify, expand, or discontinue any aspect of the Enterprise Services at its discretion.
2. ENTERPRISE SERVICES.
2.1 Provi Enterprise Services. Subject to the terms of this Enterprise Addendum, Provi may make available to You Enterprise Services as set forth herein and as may be further described on any Enterprise Order Form. You shall be responsible for access and use of the Enterprise Services, including access and use by your employees, agents, authorized users, contractors, or affiliates. In accordance with this Enterprise Addendum, You are responsible for maintaining the security of your Enterprise Account, shall keep account login and password information confidential, and will not disclose such to any third party unless authorized in writing by Provi. You understand that You will be responsible for any action or inaction taken under your Enterprise Account.
2.2 Customer Representations. You represent and warrant that (i) You have the legal authority to enter into this Enterprise Addendum and perform the obligations set forth herein, (ii) You have all necessary consents, licenses, authorizations, and rights needed to perform Your obligations hereunder, and Your use of the Enterprise Services will not violate any applicable law or any third party agreements; (iii) You will at all times comply with all laws applicable to the performance of your obligations and exercise of your rights under this Enterprise Addendum; and (iv) any information provided by You to Provi will not infringe, misappropriate or otherwise violate the rights of any third party or libel, defame or slander any third party. Further, You represent and warrant You will not, and will not authorize any third party to, (i) use any automated means or form of scraping or data extraction to access, query or otherwise collect Provi Data or related information from the Provi Platform or your Enterprise Account except as expressly permitted by Provi, or (ii) attempt to interfere with the functioning of the Enterprise Services or the Provi Platform.
2.3 Third Party. Where You are using the Enterprise Services on behalf of a third-party that is not a signatory to the Order Form (each a "Client"), You represent and warrant:
- You have the authority from the Client to make all required representations and warranties or grant any licenses or other permissions or authority under this Enterprise Addendum, and upon request, You shall provide written evidence of the foregoing;
- All of Your actions related to this Enterprise Addendum or the Order Form will be within the scope of such authority; and
- You shall be solely responsible and liable for compliance with the terms of this Enterprise Addendum by You and your Clients, including, but not limited to, all payment obligations.
2.4 Franchise and Other Legal Entities. Franchisors represent and warrant that they have the legal authority to bind their franchisees and/or affiliates (if any) to the terms of this Enterprise Addendum. Franchisor will, at its own expense, defend, indemnify, and hold harmless Provi from any claim by a franchisee or a third party arising out of Franchisor's ability to bind Franchisor's franchisees hereunder. The specific franchisee or licensee locations eligible to receive the Enterprise Services shall be identified and provided by Franchisor in the applicable statement of work, in the timeline and format specified therein, and such locations may be amended from time to time as mutually agreed by the parties in writing. This section does not obligate Franchisor to provide any franchisee with the Enterprise Services hereunder.
3. PAYMENT. You agree to pay Provi the fees and expenses specified in the applicable Order Form within thirty (30) days of receipt of a valid invoice from Provi unless otherwise specified in the Order Form. Amounts unpaid when due will accrue interest at a rate equal to the lesser of 1.5% per month and the highest rate permitted by applicable law. You authorize Provi to offset any amounts owed against credits, rebates, or other sums otherwise payable by Provi to You. You are responsible for paying all taxes applicable to the receipt of the Enterprise Services. Provi reserves the right to suspend or terminate any Enterprise Services for failure to timely pay fees and expenses. To the fullest extent permitted by applicable law, Provi shall be entitled to collect any costs, expenses, or reasonable attorneys' fees resulting from the enforcement of this Section.
4. LIMITATION OF LIABILITY. PROVI WILL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DAMAGE TO BUSINESS REPUTATION, OR LOST DATA) ARISING OUT OF OR IN CONNECTION WITH THE ENTERPRISE SERVICES. PROVI'S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE ENTERPRISE SERVICES, WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNT PAID BY YOU TO PROVI UNDER THE ORDER FORM GIVING RISE TO SUCH LIABILITY IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
5. INTELLECTUAL PROPERTY; DATA OWNERSHIP. You acknowledge and agree that Provi owns all right, title, and interest in and to the Provi Platform, including all derivatives and any modifications, updates, revisions, or enhancements thereto, as well the Provi Data. For purposes of clarification only, Provi Data is Confidential Information of Provi. You acknowledge and agree that Provi shall own all right, title, and interest in and to (a) Provi Data, including any derivatives, models, benchmarks, or aggregated datasets created from such data, and (b) all analytics, learnings, insights, or derivative works derived from Provi Data. You shall not attempt to use Provi Data for the purpose of building competing products. You may not: (i) collect any personally identifiable information (PII) from users of Provi's Platform; or (ii) place any cookies, applets, or other such files on the computers of users of the Provi Platform.
6. TERMINATION. Each Party may terminate this Enterprise Addendum if the other Party materially breaches this Enterprise Addendum and fails to cure such breach within ten (10) days after receipt of notice of such breach. Sections 2.2, 4, 5, 6, and 7 will survive any termination or expiration of this Enterprise Addendum. Additionally, notwithstanding anything to the contrary in the Enterprise Addendum or the Order Forms, Provi may terminate or suspend the Enterprise Services immediately upon notice if Provi determines, in its sole discretion, that Your actions (a) violate applicable law or Regulated Products laws, (b) present reputational, ethical, or brand safety risk, or (c) threaten Provi's relationships with third-party partners, regulators, or retailers. In such event, You shall remain liable for all amounts accrued through the date of termination.
7. GENERAL.
7.1 Feedback. In the event You provide Provi any feedback, enhancement requests or recommendations (i) regarding Provi Platform or Enterprise Services ("Provi Feedback") the following applies: (a) You hereby grant to Provi a worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive license to Provi Feedback, including for use or incorporation into the Provi Platform or Enterprise Services, the rights to make derivative works therefrom or to otherwise commercially exploit in any way, without any restriction and without any payment.
7.2 Prohibitions. You will not, and shall ensure your users will not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the software used in the Enterprise Services; (b) provide, market, lease or lend the Enterprise Services, including access to the Provi Platform or an Enterprise Account, to any third party except as expressly authorized hereunder; (c) remove any proprietary notices or labels displayed on the Enterprise Services; (d) create a derivative work of any part of the Enterprise Services or Enterprise Account; (e) intentionally use the Enterprise Services, the Provi Platform, or an Enterprise Account, for any unlawful purpose; (f) use any automated system or software, whether operated by a third party or otherwise, to extract any data from the Provi Platform or your Enterprise Account; or (g) introduce, post, or upload to the Provi Platform any information or data that (i) are illegal under applicable law, rule, or regulation; (ii) violate any third party right, including intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iii) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; or (iv) promotes unlawful or illegal goods, services, or activities.
7.3 Audit Rights. Provi shall have the right, upon reasonable notice, to audit Your compliance with your obligations under this Enterprise Addendum, including its compliance with Regulated Products laws, use, data provisions, and access rights.