This is the Terms of Use and the Privacy Policy (collectively the “TOU”). Within this document, the term “you” or “End User” refers to the individual end user which has been authorized to use the Terminal Plus product (the “Product”) (and each Merchant as an entity and user of the Product), whereby the terms “we”, “our,” or “us” refers to the developer of the Products, you and developer, each a “Party” and collectively, the “Parties” to this TOU. The “Product(s)” as used in this TOU includes any web properties associated with the Products.

Terms of Use

You are allowed to use this Product only under the following terms (“Terms”):

1. Eligibility. In order to use this Product, you must be at least eighteen (18) years old or have explicit permission from a parent, guardian, employer, or supervisor to agree to this TOU, and provide true, complete, and up to date contact information. By using the Product you represent and warrant that you meet all of the requirements listed above, and that you will not use the Product in a way that violates any Laws, regulations, or this TOU. We may refuse service, close accounts of any users, and change eligibility requirements at any time. For purposes of this TOU, “Law” means all applicable national, federal, state, provincial, and local: (a) Laws (including common law), ordinances, regulations, and codes; and (b) orders, requirements, directives, decrees, decisions, judgments, interpretive letters, guidance and other official releases of any government, authority, department or agency, or any judicial or regulatory (including self-regulatory) organization having authority, oversight jurisdiction or similar power over any of the Parties.

2. Term Period. The Term Period begins when you sign up for an account and continues for as long as you use the Product. In addition, each time you or an authorized End User log into or utilize the Product you've officially accepted this TOU and agreed to be bound by its terms. If you sign up on behalf of another person, you represent and warrant that you have the authority to accept this TOU on their behalf.

3. Closing Your Account. You may terminate your, and any End User’s, use of the Product according to the written agreement you entered into with us (the “Agreement”). We may suspend or terminate the Product from your use in accordance with the Agreement or for a violation or suspected violation of these TOU, or at any time, with or without cause. Once your account is terminated, we may permanently delete it and all of the data associated with it. If you do not log into your account for nine (9) or more months, we may treat your account as "inactive" and permanently delete it and all the data associated with it.

4. Changes. We reserve the right to change any of part of the TOU at any time by posting a revised TOU on our website or within the Product, and/or by sending an email to the last email address you gave us. The new TOU will become effective immediately and apply to any continued or new use of the Product. We may change our website, the Product, or any features of the Product at any time, without prior notice to you.

5. Account Username and Password. You are responsible for keeping the Product and your or any End User’s electronic account usernames and passwords confidential. You are also responsible for the use by any individual of any account that you have access to, whether or not you authorized such use. You will immediately notify us of any unauthorized use of your accounts. We shall not be liable to you or to any third party for any losses due to stolen, hacked, lost, or forgotten usernames and/or passwords. We do not have access to your password, and for security reasons, we shall never request that you divulge your password to us, and may only reset your password.

6. Integration to Third Party Systems / Hardware. We are not responsible for any maintenance, development, or support related to integration of the Product with any third party system. You are solely responsible for obtaining certified hardware or equipment that is approved and enabled for the use of the Product as well as the installation, servicing, and maintenance of such hardware or equipment. You are responsible for ensuring that such hardware or equipment is compliant with software releases or other specifications required by us, as may be modified from time to time in our sole discretion.

7. Rights

   1. Proprietary Rights Owned by Us. You expressly agree to respect our proprietary rights in all components comprising the Product. Proprietary rights include, but are not limited to, any patents, trademarks, service marks, copyrights, trade secrets, trade names, and any other intellectual property.

   2. Proprietary Rights Owned by You. You represent and warrant that you either own or have permission to use all of the material you enter into the Product, including but not limited to, your brand, inventory, content, photographs, push notification messages, and all other information you enter into the Product. You retain ownership of the proprietary materials you upload to the Product. We may use or disclose your materials only as we describe in the TOU, or as required by Law.

8. Aggregation. We may use any of your data in an aggregated format in accordance with this TOU or as otherwise permitted by Law.

9. Privacy Policy. We may access, collect, use, and disclose your information in accordance with the Privacy Policy.

10. Right to Review. We may view, copy, and internally distribute content from your account to create algorithms and programs that help us spot problem accounts, improve the Products, offer additional services to you or to other customers, aggregate data, or for any other lawful purpose.

11. General Rules. You expressly agree to the following rules of use for the Product:

    1. You will not put into the Product any material, including graphics or other content, that is not created by you or that would violate any third party’s copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other proprietary or legal rights.

    2. You will not use any misleading or incorrect names, addresses, email addresses, subject lines, or other information using our Product.

    3. You will not upload or compose content that contains or offers any unlawful or illegal goods or services.

    4. You will not share usernames and/or passwords with anyone except authorized End Users.

    5. You will not use this Product in a way that violates any Law.

    6. By using the Product or any corresponding website, you agree and consent to the Privacy Policy, and all information we collect, store, disclose, and share.

    7. You will not try to decipher, decompile, disassemble, or reverse engineer the Product.

    8. You will not import or incorporate Social Security Numbers or sensitive personal information of any kind into the Product.

    9. Any breach of this Section will be considered a material breach of this TOU and may result in immediate suspension or termination of your access to the Product.

12. Compliance with Laws. You represent and warrant that your use of the Product will comply with all applicable Laws and regulations. You are responsible for determining whether the Product is suitable for you to use in light of any regulations that apply to your business. If you are subject to regulations and you use our Product, we are not liable if our Product does not meet those regulation requirements.

    1. Will clearly describe in writing how you plan to use any data collected. You will get express consent to transfer data to the Product as part of this process, and you will otherwise comply with whatever privacy policy you have posted.

    2. Have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy Laws applicable to the countries where you are sending any messages from the Product.

    3. Have collected, stored, used, and transferred all data relating to any individual in compliance with all data protection Laws and regulations. You have permission to allow the Product to receive and process data and send communications to that individual on your behalf.

    4. Agree to indemnify and hold us harmless from any losses, including attorney fees that result from your breach of any part of these warranties.

    5. US Export Controls. The software that supports the Products is subject to United States export controls and follows all guidelines of the ECR Initiative. No parts of the Products may be downloaded or otherwise exported or re-exported in violation of United States export Laws.

13. Reporting Violations. If you become aware that you or any End User is in violation of this TOU, you are required to notify us immediately.

14. Limitation of Liability.

    IN NO EVENT SHALL WE BE LIABLE TO YOU, OR ANY PERSON OR PARTY SEEKING A CLAIM OR ACTION THROUGH YOU, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, BUSINESS INTERRUPTION, SPECIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF WE OR THE DEVELOPER OF THE SOFTWARE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR DAMAGES RELATED TO OR INCONNECTION WITH THE HARDWARE OR EQUIPMENT UTILIZED IN RELATION TO THE PRODUCT(S). IN ANY CASE, YOU EXPRESSLY AGREE AND UNDERSTAND THAT OUR LIABILITY UNDER THESE TOU SHALL NOT EXCEED THE PREVIOUS ONE (1) MONTH OF FEES PAID BY YOU UNDER THE AGREEMENT.

15. No Warranties. All sales, use, and other tax information are estimates only, may not be accurate, and should not be relied upon for any purpose. You are responsible for the payment of all local, state, and federal taxes, and should consult a tax professional when calculating your taxes. All time clock, time tracking, and wage information are estimates generated by the Product, may not be accurate, and are not to be relied upon in any fashion, whether for internal accounting, payroll, tax, or any other purposes.

    Messages and notifications are for basic informational purposes only and are not intended to be relied upon in situations where such information is needed or where lost, erroneous, inaccurate or incomplete notification may lead to death, personal injury, property or environment damage. We do not guarantee the availability, accuracy, completeness, reliability, or timeliness of any data or information displayed by the Product. Further, we do not guarantee or represent any specific result or outcome as a result of you utilizing the Product in any way.

    THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR OBLIGATION TO UPGRADE OR ENHANCE OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (I) ANY IMPLIED WARRANTIES AND CONDITIONS OF ACCURACY, END USER ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND (II) THAT THE PRODUCT WILL FUNCTION WITH ANOTHER SOFTWARE OR SYSTEM, OR THAT IT WILL FUNCTION UNINTERRUPTED OR ERROR-FREE. WE DO NOT REPRESENT THAT THE PRODUCT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUS, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND EXPRESSLY DISCLAIM ANY LIABILITY RELATING THERETO.

    WE DO NOT GUARANTEE YOU, AND SHALL NOT BE HELD LIABLE FOR, ANY LOSS OF REVENUE, LEVEL OF EXPOSURE, DOWNLOADS, SALES, SATISFACTION, SUCCESSFUL IMPLEMENTATION, OR INSTALLATIONS WITH RESPECT TO THE PRODUCT.

16. DISPUTE RESOLUTION – ARBITRATION AND CLASS ACTION WAIVER

    NOTE: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND THE RESOLUTION OF DISPUTES

    1. MANDATORY ARBITRATION: ANY AND ALL DISPUTES BETWEEN THE PARTIES, ARISING OUT OF OR IN CONNECTION WITH THESE TOU, SHALL BE FINALLY RESOLVED BY ARBITRATION UNDER THE ARBITRATION RULES OF THE ADR INSTITUTE OF JAMS IN EFFECT AT THE TIME THE ARBITRATION IS COMMENCED (www.jamsadr.com). Such arbitration will be administered by JAMS. The seat of arbitration will be in Muscogee County, Georgia, unless the arbitrator determines that justice or fairness requires otherwise. The language of the arbitration will be English. The parties will maintain the confidential nature of the arbitration proceeding except as may be necessary to enforce any award or to comply with applicable law. If the amount of the claim is $10,000.00 or less, the arbitration shall be conducted under the simplified procedure rule of JAMS. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted that party’s individual claim and, as such, will not affect issues or claims involving any person or entity who is not a party to the arbitration. Any decision rendered in any arbitration proceeding shall be final and binding on each of the parties to the arbitration and judgment may be entered thereon in any court of competent jurisdiction.

    2. Class Action Waiver: THE PARTIES ACKNOWLEDGE AND AGREE THAT ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THESE TOU SHALL BE RESOLVED ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND SHALL NOT BE CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PARTIES. YOU FURTHER AGREE TO WAIVE, AND HEREBY WAIVE, ANY RIGHT YOU MIGHT HAVE TO COMMENCE OR TO PARTICIPATE IN ANY CLASS ACTION OR TO LITIGATE OR ARBITRATE ON A CLASS-WIDE BASIS AGAINST US RELATED TO ANY CLAIM.

    3. Choice of Law. THESE TOU, as well as the Dispute Resolution provisions contained herein, will be governed by and interpreted solely in accordance with the laws of the State of Georgia applicable therein, without regard to any conflicts of laws provisions.

    4. Miscellaneous. A court, not the arbitrator, will decide any questions regarding the validity, scope and/or enforceability of this Section 16. Any litigated action (as opposed to an arbitration) regarding, relating to or involving the validity, scope and/or enforceability of this Section 16, or otherwise, shall be brought in the courts of Muskogee County, Georgia, and you expressly agree to the exclusive jurisdiction of such courts. You hereby agree and consent to the personal jurisdiction and venue of such courts, and expressly waive any objection that you might otherwise have to personal jurisdiction or venue in such courts.

17. Indemnity. You agree to defend, indemnify, and hold us harmless from any losses (including attorney fees) that arise in connection with any third party claim or demand against us and all of our damages arising out of, resulting from, or in connection with 1) your breach of these TOU, 2) your, or any End User’s, use of the Products in violation of the terms set forth in these TOU, 3) any hardware or equipment utilized by you in relation to the Products, or 4) your gross negligence or willful misconduct. You also agree to defend, indemnify, and hold us harmless from any losses (including attorney fees) that result from any claims that you or someone using your password or accessing your account behaved in a way that allegedly violated any Law or any of provision of this TOU.

18. Third Parties. We are not responsible for the behavior or accuracy of any advertisers, linked websites, customers or consumers, or other End Users.

19. Equitable Relief. If you breach any of your obligations under these Terms, then we may seek injunctive or other equitable relief.

20. Assignments. You may not assign any of your rights under this agreement to anyone else without our prior written consent. We may assign our rights to any other individual or entity at any time, at our discretion.

21. Force Majeure. We will not be liable for any delay, failure in performance, loss or damages or for any failure of the Product because of circumstances beyond our control. Such circumstances may include, but are not limited to: a natural disaster, act of war or terrorism, riot, labor condition, governmental action, power outage, or internet disturbance.

22. Severability. If any section of these TOU is held to be unenforceable by a court of competent jurisdiction, that section will be removed or edited, and the rest of these TOU will remain in full force and effect.

23. Headings. The headers and sidebar text are provided only to make these TOU easier to read and understand.

24. SMS messages. By using the Product, you agree to receive SMS text messages relating to the Product, Services, our website properties, and other services, products, advertisements, offers, and solicitations offered by our affiliates, customers, from us, our customers who license the Product, and other third parties.

25. Obligations. You will provide all documents and take any actions necessary to meet your obligations under this TOU.

26. Notices. Any notice to you will be effective when we (i) send a copy of the notice to the last email or physical address you gave us or (ii) post a copy of the notice in our Product or on our website. Any notice from you to us shall be sent via registered mail or overnight courier to: Global Payments Direct, Inc., 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326, Attn: Corporate Secretary, and will be effective upon actual receipt.

27. Entire Agreement. The Terms of Use and Privacy Policy, and any additional terms from any additional documentation you've agreed to, embody the entire agreement and understanding of the Parties, and supersede all prior agreements, representations, and understandings. As it relates to the Products, in the event of any conflict, ambiguity or inconsistency between this TOU and any other document, the terms of this TOU shall govern, unless otherwise stated therein.

This policy explains the what, how, and why of the information we collect when you use the Product. It also explains the specific ways we use and disclose that information.

1. Changes

   If there are any changes to this Privacy Policy, we will post them on the Product website and within the Product, and notify you when you log into the Product. Any changes will be effective as of the date we post on the websites or within the Product, whichever date is sooner. If you object to changes in our Privacy Policy, unfortunately you will be unable to continue utilizing the Product, and your account may be terminated. If you have questions or concerns about this Privacy Policy, please contact us.

2. Effective Date

   This Privacy Policy is effective and each new version is effective upon logging into the Product.

3. Information We Collect (collectively “Information”)

   1. Information You Provide to Us. When you register to use the Product, use the Product or Services in any way, communicate with our support team, send us an email, or communicate with us or the Product or Services electronically in any way, you are giving us information that we collect, and also giving us the right to conduct searches, inquiries, and actions on your behalf that generate information. That information may include: your IP address, name, business name, business website URL, information relating to you or your business’s social media account(s), physical address, email address, phone number, credit card information, payment information, financial information, business information, wage, salary, employment, and other information of any kind. By giving us this information, you consent to your information being collected, used, disclosed, and stored by us according to this Privacy Policy.

   2. Information About Your Business. We may retain the digital wallet device identifiers, email addresses, Consumer spending habits, order history, order preferences, social media habits and actions, cell phone numbers, messages you send to Consumer Lists or Customers of any kind, and any other information that Consumers have provided in any way, directly or indirectly, in any format via the Product, in addition to such information that we may independently develop as a result of analysis or review of any of the aforementioned information types.

   3. Information from your Use of the Service. We may collect information about your business and how and when you use the Product. This information may include, but is not limited to, your IP address, time, date and browser used, physical address, your business’s SIC code, and actions taken by you within the application. It may also include information posted about you or your business on the internet in any form or listings on various forums and search engines, including but not limited to Google Analytics, Google listings, Yelp, Facebook, Instagram, TripAdvisor, and Twitter.

   4. Information Provided by your Payment Processor / Financial Provider. Including, but not limited to: Merchant IDs, Merchant Name(s), addresses, phone numbers, merchant status, group numbers, primary contact first and last names, primary contact addresses, website URLs, SIC codes, transaction types, settlement status, entry mode, transaction IDs, linked transaction IDs, Acquirer Reference Numbers, terminal dates and times, authorization dates and times, settlement dates and times, redacted PAN data, PAN hash, card types, foreign card indicators, interchange qualifications, currency codes, transaction totals, batch information, authorization codes, and any other processing, settlement, or financial information.

   5. Cookies. When you register to use the Product or utilize any of our Services or websites, we store "cookies," which are strings of code, on your computer. We use those cookies to collect information about when you visit our websites, when you use the Product, your browser type and version, your operating system, and other similar information. You may turn off cookies that have been placed on your computer by following the instructions on your browser, but if you block our cookies, it may be more difficult (and maybe even impossible) to use the Product and/or some websites.

   6. Web Beacons: When we send emails to registered consumers we will sometimes track who opened the emails and who clicked the links. We do that to measure our campaign performance and to improve our features for specific segments. To do this, we include single pixel gifs, also called web beacons, in emails we send. Web beacons allow us to collect information about when you open the email, your IP address, your browser or email client type, and other similar details. We also include web beacons in the emails we deliver for you. We use the data from those web beacons to create the reports you see about who has or hasn't opened emails or clicked links. Reports are also available to us when we send you email, so we may collect and review that information.

   7. Biometrics: we may collect, use, and store your facial image, facial geometry, fingerprint, and voice print ("biometric data") as an additional security authentication method to assist in verifying your identity, and/or for enhancing your use of the Products. By utilizing the Product and agreeing to this TOU, you consent to this collection, use and storage of your biometric data. You agree that you will not submit biometric data that is offensive, is not yours or that violates any Law.

4. Use and Disclosure of Information We Collect. We may use and disclose Information we collect as follows:

   1. To promote use of the Product. For example, if you provide information when you visit our website or speak with a representative by phone or in person, we may send you future communications about the Product and/or signing up. If you use any of our Products, and we think you might benefit from using another Product we offer, we may send you correspondence or advertising asking you about it.

   2. To bill and collect money owed to us. This includes sending you emails, invoices, receipts, notices of delinquency, and alerting you if we need updated payment or billing information. We may use third parties or internal functionality for secure credit card transaction processing, and we may send Information to those third parties or other internal departments to process your orders and credit card payments.

   3. To send you System Alert Messages. For example, we may let you know about temporary or permanent changes to a Product, like planned outages, new features, version updates, releases, abuse warnings, and changes to our Privacy Policy.

   4. To enforce compliance with this TOU and applicable law.

   5. To provide customer support to you.

   6. To protect the rights and safety of other End Users and third parties, as well as our own.

   7. To meet legal requirements as required by Law.

   8. To provide information to representatives and advisors, like attorneys and accountants, to help us comply with legal, regulatory, accounting, or security requirements.

   9. To prosecute and defend a court, arbitration, or similar proceeding.

   10. To support, improve, develop, and sell Products we offer. This may include adding features to the Product, developing new Products, providing Information to our partners, customers, subsidiaries, and affiliates, sending you advertisements or solicitations, or using Information to suggest other products you may be interested in. This may further include producing reports, summaries, and suggestions based on the information, and any derivatives thereof. We may disclose any Information to our partners, customers, subsidiaries, and affiliates We may also communicate Information about you internally to conduct research for any additional products or services offered by us, now or in the future.

   11. To populate our engagement applications. The purpose of these applications and related Products and Services is to give you a better understanding of how you are performing in key digital marketing areas like Listings, Reputation, Social Media, and Website Performance.

       1. Listings: refers to how a business’s information appears on search engines and other popular sites.

       2. Reputation: refers to what customers are saying about the merchant on various review sites.

       3. Social Media refers to our platform’s ability to link with Facebook, Twitter, and Instagram profiles.

       4. Website Performance: refers to our website module - which monitors uptime, page load speed, domain expiration, and Google analytics.

   12. To populate our intelligence applications. The purpose of the intelligence applications is to provide you with sales reports, a view of your merchant statements, chargeback information, and funding events. Our platform uses redacted PAN data to populate these reports and present them to you in an understandable and accessible format.

   13. To communicate with you about your account for informational purposes.

   14. To transfer your information in the case of our sale, merger, consolidation or acquisition. In that event, any acquiring entity or person will be subject to the obligations under this Privacy Policy.

   15. To send you informational and promotional content that you may choose (or "opt in") to receive. You can stop receiving our promotional emails by following the unsubscribe instructions included in each email.

   16. You also grant us, our affiliates, vendors, and other related entities that help provide the Products and/or Services a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute information you provide us.

   17. Limitations on Use and Disclosure: Other than as required by law or regulation, we will never share your information in a non-anonymous or non-aggregate format with another merchant.

5. Social Media and Links to Third-Party Sites. The Product may include links to other websites, whose privacy practices may be different from ours. If you submit information or information of any kind to any of those sites, your information is governed by their privacy policies. We encourage you to carefully read the privacy policy of any website you visit or app you engage with.

6. Notice of Breach of Security. No one is safe from hackers. If a security breach causes an unauthorized intrusion into our system that materially affects you or people on your Consumer Lists, then we will notify you as soon as possible and later report the action we took in response.

7. Accuracy of Data, Transparency, and Choice. We do our best to keep your data accurate and up to date, to the extent that you provide us with the information we need to do that. If your data or Information changes (like a new email address), then you are responsible for notifying us of those changes. We may keep some data and Information indefinitely. We will give you access to any Personal Information about you that we hold within thirty (30) days of any request. Unless it is prohibited by law, we will remove any Personal Information about you from our servers at your request.

8. Enforcement. We regularly review our compliance with this Privacy Policy. If we receive a written question or concern, then we will do our best to respond to the person who made as quickly as we can.