Paystri End-User License Agreement

This End-User License Agreement (the “Agreement”) is between the undersigned business or individual accepting this Agreement (“you”) and Paystri, Inc., a Delaware corporation (“Developer”). This Agreement is solely between you and Developer and governs your use of Developer's software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property, the “App”). Developer and you may be referred to herein collectively as the “Parties” or individually as a “Party.” Review this Agreement completely. You agree to be bound by the terms of this Agreement when you click “Accept” or otherwise download, install, copy, or use the App, and must accept this Agreement before doing so. If you do not agree to the terms of this Agreement, you must click "Decline" and must not download, install, copy, or use the App.

1.             The App.

1.            The App will provide you with the ability to: incentivize a consumer’s use of cash or debit card for payment for a service or product to achieve a cash discount.  The App enables you to support dual pricing for cash and credit card price offerings by offering a cash price and a credit price to your customers.
   
   
2. Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (as defined below) of this Agreement to use the App solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant you any rights to Developer's (or any other third party's) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App or expressly granted to you by Developer in writing. Developer reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to you hereunder. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.
   
   
3. Developer may update the App automatically from time-to-time, and you may be required to accept these updates to continue using the App. Developer may perform maintenance on the App, which may result in service interruptions or delays from time-to-time. Developer may not support older versions of the App. You are solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.

2.             Fees.

You will pay Developer a monthly fee for your use of the App, which will be automatically collected through the payment method you select during set-up for the App. You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on Developer's income) imposed by federal, state, or local tax authority. You must notify Developer of any billing errors within thirty (30) days from when an error appears on your invoice, after which you forever waive your right to dispute such billing errors and release Developer from all liability for Losses (as defined below) resulting from these errors.

3.             Term.

This Agreement commences when you accept or otherwise download, install, copy, or use the App; and will continue month-to-month until terminated (the “Term”).

4.             Suspension and Termination.

1.             Developer may promptly suspend or terminate your use of the App if (1) you breach this Agreement’s terms; (2) Developer in its sole and absolute discretion believes your use of the App may damage Developer’s reputation or intellectual property rights; (3) Developer suspends or terminates its agreement(s) with any third party involved in Developer’s provision of the App; (4) you exceed normal and reasonable usage for the App, as determined by Developer in its sole discretion; (5) you experience a bankruptcy or insolvency event; or (6) you are using the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the App.
2.             You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Developer. Your termination will be effective at the end of the then current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.
   
   

5.             Confidentiality, Data, and Ideas.

1.             You will not disclose confidential information about Developer’s business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, “Confidential Information”). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. You will ensure to implement and maintain commercially reasonable safeguards to protect Developer’s Confidential Information throughout the Term of this Agreement and for a period of two (2) following termination thereof.
2.             You may not disclose Developer’s Confidential Information except (1) to your respective directors, officers, employees, or representatives that need to know such Confidential Information in order to perform your obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.
   
   
3.             Developer may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (as defined below). Information Developer collects about you, or your consumer customers is subject to Developer's privacy policy, which is accessible at: www.paystri.com/paystri-cash-discount-privacy-policy (the “Paystri Privacy Policy”).
   
   
4.             You may provide, or Developer may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, “Ideas”). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) Developer has no obligation to notify or compensate you in connection with their disclosure or use. You release Developer from any and all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.

6.             Account.

You will be required to register for an account with Developer to use the App. You will provide Developer with accurate information when setting-up your account and will maintain your account with current information. You will be solely responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must immediately notify Developer if you discover a security breach involving your account or the App. You are solely responsible for any unauthorized access to, disclosure, use, or alteration of your account, the App, or other transaction information that arises through your systems or account. It is your sole responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).

7.              Risk Allocation.

1.             The App is provided to you “as-is” and “as-available.” You are solely responsible for determining if the App meets your needs. Developer disclaims all warranties (express or implied) related to your account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Developer is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.
   
   
2.             You will indemnify Developer, its directors, officers, employees, agents, subsidiaries, and affiliates against any third-party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (together, “Losses”) that result from your use or misuse of the App, or your breach of this Agreement. Developer may assume the defense of any third-party claims that you must indemnify Developer for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third-party claims involving more than the payment of money without Developer's written consent.
   
   
3.             To the extent permitted by applicable law, Developer will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of the Parties were advised they were possible.
   
   
4.             Developer's total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you've paid to Developer during the three (3) months prior to a Loss.

8.             Communications.

You authorize Developer to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by you communications provider for phone, text, or email communications that Developer sends to you.

9.             Compliance with Privacy Laws.

Developer makes the following additional commitments, representations, and warranties to you:

1.             Developer will only process Customer Data and Personal Information (as those terms are defined and used in the Paystri Privacy Policy) and not collect, retain, use, or disclose that data for any purpose other than to perform Developer’s obligations under this Agreement, as permitted under the California Consumer Privacy Act (“CCPA”) as amended, and other applicable federal and state privacy and data protection laws (collectively, “Privacy Laws”). In no event will Developer “sell” (as defined by Privacy Laws) any such personal information.
   
   
2.             Developer will not collect, use, retain, disclose, sell, or otherwise make Customer Data or Personal Information available for Developer’s own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.
   
   
3.             Developer will limit Personal Information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the App as set forth in the Agreement or another compatible operational purpose.

10.           Data Subject Rights - Assistance with Requests.

1.             Developer will reasonably cooperate and assist Customer with meeting Customer's CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, considering, the nature of Developer’s processing, and the information available to Developer. Developer will make available to Customer, in a manner consistent with the functionality of the Service and Developer’s role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.
2.             If Developer receives a request from Customer’s data subject to exercise one or more of its rights under Privacy Laws in connection with the Services, Developer will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where possible, by using the functionality of the Services. Developer shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.
   
   
3.  Developer must notify the Customer immediately if it receives any complaint, notice, or communication that directly or indirectly relates to either party’s compliance with Privacy Laws relating to provisioning of the Services.

1.             You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally binding on and enforceable against you.
   
   
2.             Developer may, in Developer’s sole and absolute discretion, modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.
   
   
3.             The Parties will use commercially reasonable efforts to comply with the laws, rules, and regulations (together, “Laws”) that apply to the Parties’ respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use the App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or other programs; or infringe third parties' intellectual property rights.
   
   
4.             This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (irrespective of its choice of law principles). The Parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the Parties hereto shall be brought in any federal or state court in Delaware. Each Party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such Party, and each Party hereby submits to the exclusive personal jurisdiction and venue of such courts. THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.
   
   
5.             This is the entire agreement between the Parties, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. Developer is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. The Parties are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
   
   
6.             You may not assign this Agreement without Developer’s express written consent, which consent may be withheld by Developer in its sole discretion; however, Developer may assign this Agreement without notice to you or your consent.
   
   
7.             All notices provided for in this Agreement are to be made via e-mail and shall be deemed to have been received once a confirmation of reading or acknowledgement e-mail is received from the recipient. You may contact Developer at:

Paystri Inc.

978.744.9090

service@paystri.com