The SoftPoint services, devices, websites, and software, including mobile applications (collectively, the “Service” or “SoftPoint”) are provided to you, the merchant (“Merchant”, “you”, or “your”), by SoftPoint by SoftPoint LLC. and its parent and affiliated companies (collectively “we”, “us”, “our”, or “SoftPoint”).

Your use of the Service is subject to and governed by this SoftPoint Merchant Agreement (“Merchant Agreement”) and the terms of any SoftPoint Subscription Order Form (“Order Form”) that you entered into that specifically references this Merchant Agreement (collectively, the “Agreement”). We reserve the right to update and change the terms of this Agreement from time to time in our sole discretion, We will provide you with notice by updating this page and indicating the date of the update, so please check this page frequently for updates and changes. We also may send you notice via e-mail to the address associated with your Account. You agree you will be bound by the terms fourteen (14) days after notice, and your continued use of the service fourteen (14) days after notice shall constitute acceptance of the new terms by you going forward. You expressly agree that this notice protocol is sufficient and adequate for purposes of providing you notice of the revisions to this Agreement. If you refuse to be bound by the new terms, we reserve the right to terminate your Account and access to the Services in accordance with the termination provisions. Any updates or changes made to this Agreement will not apply to you to the extent that: (1) the changes concern matters which are the subject of an actual dispute between you and SoftPoint as of the date the changes take effect; and (2) we have actual notice of the dispute as of the date the changes take effect. The changes will not impact transactions that precede the date of the update.

The SoftPoint services, devices, websites, and software, including mobile applications (collectively, the “Service” or “SoftPoint”) are provided to you, the merchant (“Merchant”, “you”, or “your”), by SoftPoint by SoftPoint LLC and its parent and affiliated companies (collectively “we”, “us”, “our”, or “SoftPoint”).

You are responsible for maintaining control over access to your Account, including the confidentiality of your Account log-in and password, and are responsible for all activities that occur on or through your Account, whether authorized by you or not. If you create an Account as an individual acting as a representative of a corporation or other legal entity which wishes to use the Service, then you represent and agree that you have the authority to accept the Agreement on behalf of such corporation or other legal entity, and that all provisions of the Agreement will bind that corporation or other legal entity as if it were named in place of you.

You may establish subordinate accounts (“Sub-Accounts”) for the benefit of authorized personnel – such as employees or independent contractors. Sub- Accounts will be attached to and associated with your Account. You acknowledge and agree that SoftPoint offers this feature purely as a convenience to you, and that you are exclusively responsible for ensuring that any person permitted to access a Sub-Account will do so only on your behalf (not, for example, for the person’s own purposes or the benefit of third parties) and that such person fully complies with this Agreement. You are fully responsible for managing access to, and security and confidentiality of such Sub-Accounts and agree to immediately notify SoftPoint of any unauthorized use of such Sub-Accounts or any other breaches of your Account’s security.

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL LEGAL AND FINANCIAL RESPONSIBILITY FOR ACTIVITY THAT OCCURS UNDER OR THOUGH YOUR ACCOUNT, INCLUDING ANY SUB-ACCOUNTS. SoftPoint shall not be liable to you or to any other party for any losses or damages of any kind that result from: (1) your establishment and/or use of Accounts or Sub-Accounts; (2) for any activity or inactivity that occurs under any such Sub- Accounts attached to your Account, OR (3) your Account management, mismanagement, or lack of management of any and all Sub-Accounts attached to your Account.

You must maintain an Internet connection (“Connection”) to operate your Service, process credit and debit card transactions, and generally complete electronic transactions through your Service. If you temporarily lose your Connection, the Service may contain a feature that allows you to temporarily operate certain elements of the Service and maintain data relating thereto, such as accepting credit and debit cards and storing transaction and card information, to process transactions once your Connection is restored (“Offline Mode”). However, Offline mode contains inherent limitations. Offline Mode will not provide you with confirmation that a credit card transaction is authorized, approved, or declined until your Connection is restored. You must establish a Connection within forty-eight (48) hours of your Connection loss to (1) process card transactions collected during the loss, and (2) synchronize or execute any other Services that occurred during the loss that require a Connection. Offline Mode may not maintain Service, transaction or card information, or operate forty-eight (48) hours after the Connection loss. In addition, while in Offline Mode, you may not have access or use of certain Services that are normally available when you have a Connection. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL LEGAL AND FINANCIAL RESPONSIBILITY FOR ACTIVITY THAT OCCURS DURING OFFLINE MODE, INCLUDING TRANSACTIONS AND CARD PROCESSING. SOFTPOINT DOES NOT GUARANTEE OR ASSUME ANY LIABILITY FOR YOUR TRANSACTIONS IN CONNECTION WITH OFFLINE MODE THAT MAY BE DENIED AUTHORIZATION, DECLINED, REVERSED, CHARGED BACK, DAMAGED, OR LOST, OR YOUR CONNECTION, SERVICES, OPERATIONS, OR DATA IN CONNECTION WITH OFFLINE MODE THAT ARE INTERRUPTED, DAMAGED, OR LOST, REGARDLESS FOR THE REASON FOR, OR TIME OF, SUCH EVENT.

SoftPoint’s core service functionality under this Agreement is to deliver the Service, which may require you to integrate third party services, software, and devices (“Third Party Services”) to more robustly capitalize on the Service’s functionality. Specifically, in order to use the Service, you must supply certain equipment and subscribe to various Third Party Services. You must have at least: (1) at least one Apple iPad® or iPhone® running the iOS version specified by SoftPoint, (2) a working broadband Internet connection, (3) a secure wireless network available in all places within the venue where a Service-related device (including terminals as well as peripheral devices, such as any printers) will be used, (4) a valid merchant account (if you accept payment by credit and/or debit card) to process and receive card payments through Payments (defined below), and (5) an active Account. You agree that the foregoing Third Party Services require additional peripheral devices, fees, ancillary contracts, setup, configuration, and maintenance with third party service providers. SoftPoint prohibits and disclaims the use of the Service on any device that is modified contrary to the manufacturer’s software or hardware guidelines and your use of any such modified device constitutes a violation of this Agreement and grounds for us to terminate your Account.

The Service is compatible with SoftPoint’s payment processing service and other third-party payments processing services (“Payments”). Although portions of the Service are functional without Payments, you must sign up for a Payments account to access the full functionality of the Service. Unless otherwise agreed to in writing, the Service’s only role in payment processing is to transmit encrypted data between you and payment processors, such as the payment processing network, bank and their respective service providers. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE MAY BE SUBJECT TO THE TERMS OF YOUR AGREEMENTS WITH YOUR DEVICE MANUFACTURER(S), YOUR CARRIER, PAYMENTS, AND OTHER THIRD PARTY SERVICE PROVIDERS, AND THAT SOFTPOINT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OF SERVICES, DAMAGES, INTERRUPTIONS, LOSS OF DATA INCLUDING TRANSACTION OR CARD INFORMATION, INCOMPATIBILITIES, OR DAMAGES OF ANY KIND ARISING FROM OR IN CONNECTION WITH YOUR USE OF THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, ANY ISSUES WITH YOUR DEVICES, YOUR CARRIER, OR PAYMENTS, UNLESS OTHERWISE AGREED TO IN WRITING BY SOFTPOINT.

If any Covered Hardware Unit (defined below) is damaged and rendered unusable, SoftPoint will ensure that you receive a new or refurbished replacement Covered Hardware Unit (each such Covered Hardware Unit, a “Replacement Part”) the next business day, subject to SoftPoint receiving your replacement request by 3pm Pacific Daylight Time on the previous business day, and subject further to this Agreement (“Hot Swap Program”). The Hot Swap Program is only offered in connection with damage covered under the Covered Hardware Unit’s warranty and subject to any AirLift protection plan you purchase. The Hot Swap Program will not apply in incidents of accidental damage (absent an AirLift plan) and does not modify the terms of your warranty relating to the Covered Hardware Unit. “Covered Hardware Unit” means a single hardware unit that you purchase from our preferred third party reseller, 3MB, Inc. d/b/a Denali Advanced Integration (“Denali”), ordered on your behalf by SoftPoint for use with the Service in conjunction with your Account. The Hot Swap Program is only available to current Account holders. It is available for each Covered Hardware Unit for a term of one (1) year from the date you purchase that Covered Hardware Unit. Your participation in the Hot Swap Program does not relieve you from any of your obligations under this Agreement, including payment of your Fees. You may be prohibited from participating in the Hot Swap Program if you repeatedly abuse the program, as determined by SoftPoint at its sole discretion.

Under the Hot Swap Program, Merchant must return to Denali each Covered Hardware Unit for which a Replacement Part was received within thirty (30) calendar days from receiving the Replacement Part using the return label enclosed with the Replacement Part. If Denali receives the Covered Hardware Unit after the thirty (30) calendar day return period, or does not receive it at all, Merchant acknowledges and understands that SoftPoint incurs a charge equal to the retail price of the Replacement Part. As such, SoftPoint will charge Merchant the retail price of the Replacement Part to recoup SoftPoint’s cost.

If you purchased a Covered Hardware Unit that requires servicing under the manufacturer’s warranty and you are no longer a SoftPoint customer, you must contact the manufacturer for service. If you purchased an Extended Warranty on a Covered Hardware Unit but are no longer a SoftPoint customer, and the Covered Hardware Unit requires servicing under the Extended Warranty, you must contact Safeware, Inc., the provider and administrator of the Extended Warranty, at the address set forth below for service. SoftPoint provides the Hot Swap Program as a customer service offering to you. You acknowledge and agree that SoftPoint is not the provider or administrator of the manufacturer warranty or the Extended Warranty, and agree not to pursue any claims against SoftPoint in connection with the manufacturer warranty or the Extended Warranty.

You will have the option of purchasing a two (2) year extended warranty on select Covered Hardware Units (“Extended Warranty”). The Extended Warranty is provided to you by Safeware, Inc., 6500 Busch Blvd., Columbus, Ohio, 43229, and is subject to and governed by the terms of the Safeware Extended Warranty (“Extended Warranty Agreement”). If you purchase an Extended Warranty, a copy of the Extended Warranty Agreement will be provided to you when you receive the Covered Hardware Unit. If you return a Covered Hardware Unit under an Extended Warranty as a result of accidental damage, you may be responsible for, and SoftPoint may charge you for, a $50.00 deductible to cover charges incurred by SoftPoint in connection with such returns.

If Merchant has not purchased the Extended Warranty and, following receipt of a Covered Hardware Unit from you under the Hot Swap Program, Denali or the manufacturer determines that the Covered Hardware Unit is not covered by the manufacturer’s warranty, Merchant shall be solely responsible for the retail price of the Replacement Part, and SoftPoint may charge Merchant the retail price of such Replacement Part.

You agree to pay the applicable monthly fees listed in your Agreement plus tax (“Fees”) to SoftPoint or SoftPoint authorized vendor (“Vendor”). Contracts that are paid as “Annual in Advance” will be billed each year of the term on the anniversary of the contract. The Fees and any additional charges SoftPoint levies under this Agreement may be deducted from any remittance you receive or are entitled to receive from SoftPoint under the Agreement, charged to your credit card on file, deducted from your bank account on file, or otherwise paid or offset in connection with your Account. Unless otherwise agreed to in writing, your first Fees will be charged to you no later than thirty (30) days after you enter into this Agreement. Subject to this Agreement, we reserve the right to change our Fees, the payment schedule, and collection method in our sole and absolute discretion. If we change our Fees, billing schedule, or collection methods, we will notify you through your Account thirty (30) days in advance of the change (“Fees Change Notice Period”). If you do not agree to the Fees change, you must promptly close your Account and discontinue use of the Service prior to the last day of the Fees Change Notice Period. By continuing to use the Service after the last day of the Fees Change Notice Period, you accept the new Fees structure in its entirety.

You are purchasing a 28-month license and are responsible for remitting payment to the SoftPoint authorized vendor in which you have executed your Equipment Financing Agreement (“EFA”) for the length of your term with that vendor. At the end of the specified term in your EFA you will be responsible for ongoing monthly service fees equal to the amount on your EFA.

If you created an Account on a free-trial basis and did not convert to a paid Account, we will suspend your Account and notify you by sending an email to your registered email address. If you do not respond to our notice within thirty (30) days, (1) we will automatically close your Account; (2) we may, but are not required to, delete information associated with the Account; and (3) if you are using any devices acquired from SoftPoint in connection with the free trial, and you have not returned these devices to SoftPoint within thirty (30) days of our notice, we may charge you a fee equal to the retail value of the devices.

This Agreement becomes effective and binding on you when you create an Account. You may voluntarily terminate your Account at any time through the Account website or by contacting customer service at support@SoftPoint.com. You acknowledge and agree that if you terminate your Account before the end of a 30-day subscription cycle, or such subscription cycle as may apply, you will still be charged for the entire cycle. You acknowledge and agree that SoftPoint shall not be obligated to issue any refunds, whether full, prorated, or otherwise, if you voluntarily terminate your Account before the end of a subscription cycle, regardless of whether you notify SoftPoint.

You have the option to purchase from our preferred third party reseller, Denali, a Meraki brand router and a yearly license for using the router with your Account and Service. The Meraki router offered by Denali will only work with a valid license. If you terminate your Account before the end of a 30-day subscription cycle, you acknowledge you will be charged the license fee up to and including the entire 30-day cycle. However, notwithstanding the above paragraph, you will receive a refund equal to a prorated amount of the license fee for the days remaining in the license beyond the 30-day cycle. Each Meraki router and yearly license you purchase from Denali for use with your Account and Service is subject to a separate charge and refund under these terms. You acknowledge you may keep the Meraki router upon termination, but the router will immediately cease to function and not work with your Account, the Service, or in any other capacity. To reinstate the router functionality and continue using it without access to your Account and Service, it is your responsibility to purchase a new router license from Meraki without the assistance of SoftPoint. You acknowledge SoftPoint makes no representations that such a router license will be available upon the termination of your account, and SoftPoint is not responsible for and makes no representations regarding your use, the functionality, or the performance of the Meraki router after you terminate your Account.

You acknowledge and agree that SoftPoint may terminate your access to the Service and your Account (including all attached Sub-Accounts): (a) if you breach or violate of any provision of this Agreement; (b) upon a request by law enforcement or other government agency; (c) upon your request to terminate your Account; (d) upon our decision to discontinue or materially modify all or any part of the Service or Payments; (e) upon the occurrence of technical or security issues as identified in SoftPoint’s sole discretion; (f) if your use of the Service, whether through your Account or any Sub-Account or otherwise, is fraudulent or illegal; (g) for your non-payment of your Fees; (h) upon your violation of any other agreements you have with SoftPoint; (i) for convenience upon sixty (60) days written notice; and/or (j) if we believe, in our sole discretion, that your continued use of the Service interferes with, is harmful to, or otherwise inconsistent with our business. If we terminate your access to the Service and/or your Account, we may, without limitation: (w) require you to return some or all of your devices and software acquired from SoftPoint and pay a fee pursuant to the terms of this Agreement or any other agreement you have with SoftPoint; (x) delete your Account and terminate your access to the Service and all information and features associated with your Account, unless otherwise agreed to in writing; (y) delete your password and all related information, files, and content associated with or inside your Account (or any part thereof); and (z) prohibit you from accessing the Service in the future through an alternative Account or otherwise. EXCEPT WITH RESPECT TO YOUR VOLUNTARY TERMINATION OF YOUR ACCOUNT, SOFTPOINT SHALL MAKE ALL TERMINATION DECISIONS IN ITS SOLE DISCRETION AND SHALL IN NO EVENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCOUNT OR ACCESS TO THE SERVICE, INFORMATION IN OR ASSOCIATED WITH YOUR ACCOUNT OR ANY SUB-ACCOUNT, OR FOR ANY LOSSES OR DAMAGES OF ANY KIND RESULTING THEREFROM.

You acknowledge that SoftPoint is not responsible for full or partial refunds on purchases of Products or related order fulfillment charges including any associated delivery-related charges. Addressing customer requests for refunds on purchases of Products will be the sole responsibility of the "Licensee" (restaurant location) at which the order was placed in accordance with such location’s refund policies. Contact the location directly with the phone number provided as soon as possible to request a full or partial refund.

Sales Tax and Other Taxes. SoftPoint currently provides a sales tax calculation and other tax field calculations in the Service purely as a convenience you. You acknowledge and agree that SoftPoint is not obligated to continue providing this functionality, that such calculations cannot be relied upon as expert advice for U.S. state and federal sales and income tax purposes, or for like purposes in any other jurisdiction, where applicable, and that such calculations shall in no way be construed to be a substitute for a formal review of your financial statements by a Certified Public Accountant or other professional expert(s) to determine your sales tax or other tax liability. SoftPoint shall in no event be liable to you or to any third party for any owed taxes or fees of any kind, or for any losses or damages of any kind related to your tax affairs, including any that relate to or utilize the tax field calculations in the Service. You acknowledge and agree that it is your sole responsibility in all circumstances to accurately input sales tax and other tax amounts, to appropriately apply sales tax and other tax to items, to apply the correct sales tax and other tax rates, and to consult with a Certified Public Accountant and/or other professionals and experts as necessary on tax-related matters.

Consent to E-Mail Communications. You acknowledge and agree that SoftPoint may send any and all notifications and communications (“Communications”) to the email address associated with your Account, and it is your responsibility to keep the e-mail address associated with your Account current, valid and active. YOU ACKNOWLEDGE AND AGREE THAT ALL SUCH COMMUNICATIONS SHALL BE DEEMED TO BE “IN WRITING”, THAT YOU SHALL READ ALL SUCH COMMUNICATIONS, AND THAT YOU SHALL MAINTAIN APPROPRIATE RECORDS OF SUCH COMMUNICATIONS, AND SOFTPOINT SHALL IN NO EVENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES OF ANY KIND RESULTING FROM YOUR FAILURE TO MAINTAIN A CURRENT, VALID AND ACTIVE E-MAIL ADDRESS IN CONNECTION WITH YOUR ACCOUNT OR FAILURE TO READ E-MAIL MESSAGES SENT THERETO.

Updates to Service. SoftPoint may from time to time offer you updates and upgrades to its Service (“Updates”). The Updates may be critical or mandatory in nature and require you to download and install Updates in order to continue your access to the Service and your Account. SoftPoint will attempt to give you reasonable notice of critical and mandatory Updates via Communications to the e-mail address or other contact information associated with your Account. IF YOU DO NOT DOWNLOAD AND INSTALL UPDATES, YOU AGREE SOFTPOINT SHALL IN NO EVENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INTERRUPTION, SUSPENSION OR TERMINATION OF YOUR ACCOUNT OR ACCESS TO THE SERVICE, INFORMATION ASSOCIATED WITH YOUR ACCOUNT OR ANY SUB-ACCOUNT OR FOR ANY LOSSES OR DAMAGES OF ANY KIND RESULTING THEREFROM.

Beta Testing. SoftPoint may from time to time offer you the opportunity to participate in beta testing of new services, devices, software and features that have not been thoroughly tested for quality assurance. IF YOU ACCEPT AN OFFER BY SOFTPOINT TO PARTICIPATE IN ANY BETA TESTING, YOU AGREE THAT SOFTPOINT SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF SUCH PARTICIPATION, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF THIRD PARTY SERVICES, OR LOSS OR DAMAGES TO YOUR COMPUTER(S), MOBILE, PERIPHERAL, OR OTHER DEVICES, OR LOSS OR DAMAGE TO DATA, INCLUDING TRANSACTION OR CARD INFORMATION, ASSOCIATED WITH AND IN YOUR ACCOUNT. YOU HEREBY WAIVE AND RELEASE SOFTPOINT AND ITS AFFILIATES FROM ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS SECTION.

SoftPoint will offer technical support with the Service, which may include, at our discretion, assistance with the setup of the Service and the peripheral hardware and software associated with certain features of the Service.

“Customer Data” means all information about purchasers generated or collected by SoftPoint, SoftPoint, LLC., or you through the Service, including, but not limited to, purchasers’ names, addresses, email addresses, phone numbers, purchaser preferences and tendencies, transaction information, card information, location, and reports and analytics relating thereto.

If you engage any third party to facilitate its obligations hereunder, you shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by you or a third party engaged by you, you shall ensure that you or such third party adopts, posts and processes the Customer Data in conformity with your posted privacy policy and all applicable laws. If you use Payments, you agree that any use of transaction and card information, or other data related to the Payments service, may also be governed by the terms of the SoftPoint Payments Merchant User Agreement or other third- party payments processing or banking agreements, as applicable.

You shall immediately notify SoftPoint if you become aware of or suspect any unauthorized access to or use of Customer Data or any confidential information of SoftPoint, and shall cooperate with SoftPoint in the investigation of such breach and the mitigation of any damages. You will bear all associated expenses incurred by SoftPoint to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in your reasonable possession or control. Upon termination or expiration of this Agreement, you shall, as directed by SoftPoint, destroy or return to SoftPoint all the Customer Data in your or any agent of yours possession. Notwithstanding, SoftPoint will provide you with a record of your basic customer transaction information for up to the past year upon your request and in compliance with applicable law.

You grant to SoftPoint and SoftPoint, LLC. a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) your business name, name, image, likeness, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text, menu items, and any other content provided, specified, recommended, directed, authorized or approved to use by you (collectively, “Merchant IP”); and (b) any third party’s business name, name, image, likeness, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text, menu items, and any other content provided, specified, recommended, directed, authorized or approved for use by you (collectively, “Third Party IP”), in each case in connection with the Service in all media or formats now known or hereinafter developed in order to provide and promote the Service, SoftPoint’s business, and your business. (“License”). Any use of the Merchant IP or Third Party IP as contemplated in this Agreement is within SoftPoint’s sole discretion.

We may also share the Merchant IP, Third Party IP, and certain Customer Data with third parties at your direction and to the extent we are legally allowed to share it; however, you agree that such use may be governed by your agreements with those third parties and SoftPoint is not responsible for the use or treatment of such data by such third parties. If you instruct SoftPoint to share such information with third parties, you agree to indemnify, defend, protect and hold SoftPoint and its affiliates harmless from and against any and all third party damages, losses, claims and expenses, including but not limited to governmental penalties and reasonable attorneys’ fees, which may be asserted against or incurred by SoftPoint or any affiliate arising out of or resulting from the sharing, use or ownership of such data.

You agree that you will not upload, submit or post any Merchant IP, Third Party IP or Customer Data to the Service through your Account or any Sub- Account unless you have created, hold a license to, or otherwise have permission to use and have the same transmitted, distributed, disseminated, displayed or performed through the Service, your Account or Sub-Accounts. You acknowledge and agree that any information you transmit through the Sites and Service may be read or intercepted by others, even if such information is encrypted, and that SoftPoint is neither responsible nor liable for any such interception, or for any resulting loss or damage.

You acknowledge that we may collect and analyze information related to your interaction with and the operation of the Service, including, but not limited to, your time spent using the Service, browser types and language, Internet Protocol addresses, device-specific information, including your hardware model, operating system and version, unique device identifiers, mobile network information, information about the location of the device and the locations of our customers in relation to you and the device, the device’s interaction and performance with our Service and customers, peripheral hardware and other Third Party Services. We may also identify other software running in connection with the Service (but will not collect any content from such software) for anti-fraud and malware-prevention purposes (collectively, the “Application Usage Data”). As between you and SoftPoint, SoftPoint owns all right, title and interest in and to any and all Application Usage Data. As such, SoftPoint may use such data for its own legitimate purposes and may share such data with third parties without notice to you.

SoftPoint reserves all rights not expressly granted to you in the limited license granted to you by this Agreement. The Service, their contents, Application Usage Data, Customer Data, and any products or services provided or sold by SoftPoint or SoftPoint, LLC. are the property of SoftPoint or SoftPoint, LLC., and are subject to the copyright or other intellectual property rights of the United States, and are protected by federal and state law (collectively, the “SoftPoint IP”). To the extent such rights do not vest in SoftPoint and SoftPoint, LLC. by virtue of this Agreement, you hereby irrevocably assign to SoftPoint, LLC. all right, title, and interest in and to SoftPoint IP. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the SoftPoint IP is strictly prohibited. You agree that nothing on or in the Service shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any copyrighted property displayed on or in the SoftPoint IP without the prior written permission of the copyright owner.

Upon your agreement to be bound by the terms of the Agreement, SoftPoint grants you a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use SoftPoint’s point of sale software application, related Services and related Customer Data on a mobile computer, tablet computer, or other device, solely for the purposes permitted by that software and Service in accordance with the terms of the Agreement, and to make one copy of the software for back-up purposes. You shall not prepare any derivative work based on the SoftPoint IP or translate, reverse engineer, decompile or disassemble the SoftPoint IP. You shall not take any action to challenge or object to the validity of SoftPoint and SoftPoint, LLC.’s rights in the SoftPoint IP, or SoftPoint and SoftPoint, LLC.’s ownership or registration thereof.

SoftPoint or SoftPoint, LLC. owns all rights in and to the trademarks, service marks, logos, trade names, domain names, and social media identifiers (“Trademarks”) used and displayed on or in connection with the Service, and you agree not to challenge, directly or indirectly, these entities’ use, ownership, or registration of the Trademarks. You agree that nothing on the Sites or in this Agreement shall be construed as granting, in any way, any license or right to use any such Trademarks. SoftPoint’s name, the SoftPoint logo and the other SoftPoint-formative trademarks may not be used in any way without prior written permission from SoftPoint or SoftPoint, LLC. Other product and company names mentioned on or in the Sites or Service may be the Trademarks of their respective owners.

By using the Service, you acknowledge and agree that SoftPoint may display your business name or trademark on a customer list, whether on the Service or otherwise. You further acknowledge and agree that any ideas, suggestions, feedback, artwork, or other information or works (“Feedback”) that you make or develop in conjunction with your use of the Service or otherwise submit to SoftPoint related to its business or the Service in any form, shall become the property of SoftPoint. You irrevocably assign to SoftPoint all right, title, and interest in and to Feedback. SoftPoint has no obligation to review any Feedback but may freely use, publicly disclose and/or redistribute any such Feedback in whole or in part, in any form for its commercial benefit, to improve the Service or for any other purpose and shall owe you no compensation of any kind (including, but not limited to, royalties) for any such Feedback.

The SoftPoint IP may contain hyperlinks or other methods to access web sites or web pages operated by persons other than SoftPoint (“Third-party Websites”). You acknowledge and agree that SoftPoint provides links and access to Third-party Websites only as a convenience, and that the inclusion of any such link or access on the SoftPoint IP does not imply SoftPoint’s endorsement of either the Third-party Websites, the organization operating such Third-party Websites, or any products or services of that organization. A visit to any Third-party Websites via any such link or access is done entirely at your own risk. You are solely responsible for determining the extent to which you may upload, download, submit, post or use any content at any Third-party Websites. SoftPoint has no control over the content of Third-party Websites or the services and products available from Third-party Websites. You acknowledge and agree that SoftPoint shall not be liable for any damages or losses of any kind caused by your submitting, posting to or use of Third-party Websites. Under no circumstances will SoftPoint be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused in connection with the use of, or reliance on, any content, goods, or services available on any other Third-party Websites, or your submission or posting thereto. You assume full responsibility when you choose to follow any links or access that lead to Third-party Websites.

In addition to the specific limitations of liability and disclaimers throughout this Agreement, you acknowledge and agree that your use of the SoftPoint IP is at your own risk, and that everything in the SoftPoint IP is provided “as is” without warranty of any kind. SoftPoint specifically disclaims any and all warranties and conditions of any kind, whether express or implied, including, but not limited to, (a) warranties of merchantability, fitness for a particular purpose, and non-infringement, (b) warranties or conditions arising through course of dealing, and (c) warranties or conditions of uninterrupted or error- free access or use. You acknowledge and agree that no advice, information, promises of Updates or features, or any communications from SoftPoint, whether oral or written, shall create any warranty not expressly stated herein. You acknowledge and agree that SoftPoint shall not be liable for any errors or omissions of any kind in the SoftPoint IP, for your action or inaction in connection with the SoftPoint IP, or for any losses or damages of any kind that you may incur in connection with the SoftPoint IP, including, but not limited to, damage to your computer, devices, or loss of data including transaction information. You further acknowledge and agree that SoftPoint shall not be liable for any direct, indirect, punitive, incidental, special, or consequential damages arising out of or in any way connected with the use of the SoftPoint IP, the contents of the SoftPoint IP, the delay or inability to use the SoftPoint IP, or otherwise arising in connection with the SoftPoint IP, whether based on contract, tort, strict liability, or otherwise. Notwithstanding, the total sum SoftPoint shall be liable for in connection with any claim for damages based upon or arising out of the SoftPoint IP or these Terms shall not exceed the Fees paid by Merchant in the three (3) month period preceding the incident upon which the claim or claims are based.

You acknowledge and agree that SoftPoint assumes no responsibility, and shall not be liable for, any damages to your computer equipment or other property, whether caused by virus or otherwise, on account of your access to or use of the SoftPoint IP or your uploading or downloading of any materials, data, text, images, video, or audio to or from the SoftPoint IP.

You acknowledge and agree that no joint venture, partnership, employment or agency relationship exists between you and SoftPoint solely as a result of your use of the SoftPoint IP.

You agree to indemnify, defend, and hold SoftPoint and its parent, subsidiaries, affiliates, and their officers, directors, agents, and employees, harmless from and against any and all suits, actions, claims, demands, penalties, charges, costs, or losses of any kind, including, but not limited to, reasonable attorneys’ fees, made by or resulting from any third party due to or arising out of your use of the SoftPoint IP, negligence, breach of this Agreement or the materials it incorporates by reference, violation of any law, regulation, order or other legal mandate or rule, or the rights of a third party, or any other party’s access and/or use of the SoftPoint IP with your Account.

You acknowledge and agree that SoftPoint shall not be liable for any delay or failure to perform, including any disruptions or outages in the Service, resulting from causes outside the reasonable control of SoftPoint, including without limitation Internet outages or interruptions, strikes, labor disputes, rebellions, revolutions, embargoes, earthquakes, fires, floods, wars, terrorism, riots, government sanctions, acts of God, acts of civil or military authorities, inability to secure raw materials, fuel, energy, labor, or transportation, and acts or omissions of carriers or suppliers.

This Agreement constitutes the entire agreement between you and SoftPoint relating to the Service and supersedes any and all other agreements, oral or in writing, with respect to the Service. Notwithstanding, in the event of a conflict between these terms and the terms of another agreement you enter into with SoftPoint or SoftPoint’s affiliates, the terms that shall control are, in order from first to last, the SoftPoint Payments Merchant User Agreement, the Order Form, and this Merchant Agreement. Our failure to insist upon strict compliance with any term of this Agreement shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. You acknowledge and agree that SoftPoint may, without notice to or consent from you, assign, transfer or convey this Agreement, whether by direct assignment, change of control, operation of law or other transaction, to any third party, successor in interest, related party or affiliate of SoftPoint (“Transferee”), and that such Transferee may rely upon your representations and enforce your obligations under this Agreement. In contrast, this Agreement is personal to you, and you may not assign your rights or obligations to anyone.

In the event any of the terms or provisions of this Agreement shall be held to be unenforceable, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. Sections 2, 3, 4, 6 (to the extent Fees are due but unpaid), and 7 through 17 shall survive termination of this Agreement. This Agreement, your rights and obligations, and all actions contemplated by this Agreement are governed by the laws of the United States of America and the State of Arizona, as if the Agreement were a contract wholly entered into and wholly performed within the State of Arizona.

Except as specifically stated herein, any dispute or claim between you and SoftPoint arising out of, or relating in any way to, the Agreement or the Service (“Disputes”) shall be resolved exclusively by final, binding arbitration; except that you may bring a qualifying claim over a Dispute in a small claims court in Maricopa County, Arizona. By virtue of this Agreement, you and SoftPoint are each giving up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth in this Section 17). The provisions of this Section 17 shall constitute your and SoftPoint’s written agreement to arbitrate Disputes under the Federal Arbitration Act (“Agreement”). Any modification to this Agreement shall be in writing and signed by you and SoftPoint. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.

To begin an arbitration proceeding, you must comply with the limitations provision set forth in this Section 17 and submit the Dispute by utilizing the forms available at http://www.adr.org, and simultaneously sending a copy of the completed form to the following address: C T Corporation System, 208 S. LaSalle Street, Suite 814, Chicago, IL 60604. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. SoftPoint will reimburse those fees for Disputes totaling less than $10,000 unless the arbitrator determines the Dispute is frivolous. Likewise, SoftPoint will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the Dispute is frivolous. The arbitration will be conducted based upon written submissions unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Maricopa County, Arizona, unless the arbitrator determines or we agree that the matter should proceed in the county in which you reside. You and us each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, you and us each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party’s intellectual property.

If for any reason a Dispute proceeds in court, you agree to submit to the personal jurisdiction of, and venue in, the state and federal courts located in Maricopa County in the State of Arizona with respect to any and all legal proceedings that may arise in connection with the Dispute, and waive any objection to such jurisdiction and venue. All 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.

All SoftPoint Pro subscriptions have a 30-day money back satisfaction guarantee (“SoftPoint Satisfaction Guarantee”) subject to the terms and conditions set forth below.

The SoftPoint Satisfaction Guarantee is valid only for SoftPoint merchants who cancel their SoftPoint Pro service within 30 days from the date merchant’s account is activated. Cancellations occurring after this 30-day period will not qualify for the SoftPoint Satisfaction Guarantee.

The SoftPoint Satisfaction Guarantee only applies to subscription fees and amounts paid for hardware purchased to operate the SoftPoint Pro service and ordered on behalf of the merchant by SoftPoint. If you are not satisfied with the SoftPoint Pro hardware or subscription experience, you may return the hardware and receive a refund for the amounts you paid for the hardware and subscription. These amounts shall constitute the entire amounts for which SoftPoint and SoftPoint, LLC., as the parent company of SoftPoint by SoftPoint, LLC, are liable to you in connection with the SoftPoint Satisfaction Guarantee the SoftPoint Pro hardware and subscription. Other limitations and restrictions are as set forth in the SoftPoint Merchant Agreement between you and SoftPoint

Each merchant can only use the SoftPoint Satisfaction Guarantee once per location.

Subject to these terms and conditions, SoftPoint merchants may return the hardware purchased to operate the SoftPoint Pro system for a refund. In order to receive a refund, all hardware must be returned in good and resalable condition to Denali Advanced Integration, our third party hardware reseller, within thirty (30) calendar days of cancelling the service, at the following address:

8924 E Pinnacle
Peak Rd, Suite G
586 Scottsdale.
Arizona 85255

If SoftPoint determines in its sole discretion that any of the returned hardware is damaged or not in good and resalable condition, merchant will not receive a refund for such device(s). If Denali receives the returned hardware after the thirty (30) calendar day return period, or does not receive it at all, Merchant acknowledges and understands that SoftPoint incurs a charge equal to the retail price of the hardware. As such, SoftPoint will charge Merchant the retail price of the hardware to recoup SoftPoint’s cost.

Hardware must be returned in original packaging and you must include a copy of the packing slip to be eligible for the hardware refund. Hardware purchased by the merchant from a reseller other than SoftPoint will not be accepted.

Shipping and handling fees are not refundable for the initial hardware purchase or for returning products to SoftPoint.

SoftPoint reserves the right in its sole discretion to modify or discontinue the SoftPoint Satisfaction Guarantee or to restrict its availability to any person or merchant, at any time, for any or no reason, and without obligation or prior notice to you.

The failure by SoftPoint to enforce any provision of these Terms and Conditions shall not constitute a waiver of that provision.

Availability of the SoftPoint Satisfaction Guarantee is subject to the merchant’s compliance with the SoftPoint Merchant Agreement.

The SoftPoint Satisfaction Guarantee is void where prohibited by law.

At SoftPoint, our relationship with you is our most important asset. We want to earn your trust by being transparent about how SoftPoint works. You should read this policy in its entirety.

The Site may be used for obtaining information about, and enrolling and participating in, a rewards program we offer on behalf of participating merchants using payment cards.

We will not disclose your Personal Information to any non-affiliated third party for use in marketing that party’s goods or services without your consent.

We take data security seriously. We take reasonable steps to protect the security of your Personal Information and Business Information. See the section below called “Data encryption” for more information on the steps we take to protect your Personal Information and Business Information.

If you have any questions or concerns about this Privacy and Security Policy, contact our privacy team by emailing privacy@SoftPoint.com. You may also contact us by mail at 8924 E Pinnacle Peak, Suite G5-586, Scottsdale, Arizona, 85255.

This policy is effective January 01, 2021.

This Privacy and Security Policy describes SoftPoint’s policies and procedures on the collection, use and disclosure of your information, primarily the result of your registering (“opting in”) to loyalty programs we offer on behalf of participating merchants . It does not, however, apply to entities that SoftPoint does not own or control. SoftPoint receives your information through our various APIs, services and third-parties (the “Service”). When using our Service you consent to the collection, transfer, manipulation, storage, disclosure and other uses of your information as described in this Privacy and Security Policy. Irrespective of which country that you reside in or create information from, your information may be used by SoftPoint in the United States or any other country where SoftPoint operates.

We do not knowingly market to, or solicit or collect information from, children under the age of 18. If you are under age 13, please do not attempt to register for SoftPoint or provide any personal information about yourself to us. If we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as possible. If you believe that we might have any information from a child under age 13, please contact us by emailing privacy@SoftPoint.com.

SoftPoint is committed to maintaining the confidentiality, integrity and security of any personal information about our users. “Personal information” for purposes of this Policy means information you provide to us through registration on this Website, such as your mobile phone number or email address.

SoftPoint uses your personal information for the management and operations of implemented solutions. SoftPoint does not disclose your personal information to any third parties.

Retention Policy.

SoftPoint keeps personal information for up to three (3) years unless requested to keep for a longer period of time.

Program Data means the data we receive from you in order for you to participate in a loyalty programs. Program Data does not include information that we receive from other parties in connection with your participation in programs.

Location Information.

SoftPoint does not collect your geographic location.

You may provide us with additional information, such as a short biography or a picture. We may use your contact information to send you information. You may unsubscribe from these messages by following the instructions contained within the messages or the instructions on our web site. If you email us, we may keep your message, email address and contact information to respond to your request. Providing the additional information described in this section is entirely optional.

Some features of the Site or the Service may require registration, which involves provision to SoftPoint of an email address and password (collectively the “Registration Information”). In order to benefit from the full functionality of the Service to participate in loyalty programs, you also must provide your payment card information to allow SoftPoint to facilitate loyalty rewards at participating merchants for your use.

Our servers automatically record information (“Log Data”) created by your use of the Service. Log Data may include information such as your IP address, browser type, the referring domain, pages visited, and search terms. Other actions, such as interactions with the Website, may also be included in Log Data. This information may be used, for example, to alert you to software compatibility issues, or it may be analyzed to improve our Web design and functionality.

Like many websites, we use “cookie” technology to collect additional website usage data and to improve our Service. A cookie is a small data file that is transferred to your computer. SoftPoint may use both session cookies and persistent cookies to better understand how you interact with our Service, to monitor aggregate usage by our users and web traffic routing on our Service, and to improve our Service. Most Internet browsers automatically accept cookies. You can instruct your browser, by editing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you choose to eliminate cookies, the full functionality of the Service may be impaired for you. We may link the information we store in cookies to any personally identifiable information you submit while on our site.

SoftPoint uses third party analytics services such as Google Analytics, Mixpanel, Intercom, Segment, Totango and others to help understand use of our Service. Analytics services collect information sent by your browser as part of a Web page request, including cookies and your IP address. These third party services have their own privacy policies governing use of this information. SoftPoint continually evaluates analytics services to use in addition to those mentioned, and we may update this policy in the future to reflect our ongoing use of said services.

SoftPoint may use your information to deliver to you any administrative notices, notification alerts and communications relevant to your use of the Service. We also allow users to subscribe to email newsletters and from time to time may transmit emails promoting SoftPoint or third-party goods or services. SoftPoint subscribers have the ability to opt-out of receiving our promotional emails and to terminate newsletter subscriptions by following the instructions in the emails. Opting out in this manner will not end transmission of service-related emails, such as email alerts. You may not opt-out of all of these communications, which are not promotional in nature, but many such alerts can be turned off in your account settings page. If you do not wish to receive them and you cannot turn them off in your account settings page, you have the option to deactivate your account.

SoftPoint operates a public support forum page, and we operate corporate blogs and microblogs in order to communicate with our customers in other various online communities. These forums use third party services such as Salesforce (d/b/a Desk.com), Facebook, Twitter and others. If you interact with these forums, you should be aware that any information you submit there can be read, collected or used by other users and could be used to send you unsolicited messages. We are not responsible for the personal information you choose to submit in these forums. These forums are operated by third parties, which maintain their own privacy policies.

From time to time, SoftPoint may also ask you to participate in surveys designed to help SoftPoint improve the Site. Any personal information provided to SoftPoint in connection with any survey will be used only in relation to that survey and as elsewhere set forth in this Policy.

You may be able to log in to our site using sign-in services such as Facebook Connect or an Open ID provider. If available, these services will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form. Services like Facebook Connect may give you the option to post information about your activities on this Web site.

We may share or disclose your information with your consent, such as when you use a third party web client to access your SoftPoint account. We may also share your Private Information as described in this Privacy and Security Policy. Other than as described in this Privacy and Security Policy, we will not disclose your Registration Information, Account Credentials, or Account Data to any third parties.

We engage certain trusted third parties to perform functions and provide services to us. We may share your personal information with these third parties, but only to the extent necessary to perform these functions and provide such services, and only pursuant to obligations mirroring the protections of this privacy policy.

We may disclose your information if we believe that it is reasonably necessary to comply with a law, regulation or legal request; to protect the safety of any person; to address fraud, security or technical issues; or to protect SoftPoint’s rights or property.

If the ownership of all or substantially all of our business changes, we may transfer your information to the new owner so that the service can continue to operate. In such a case, your information would remain subject to the promises made in any pre-existing Privacy Policy.

SoftPoint may share or disclose your non-private, aggregated, anonymous or otherwise non-personal information and disclose such data only in a non-personally identifiable manner. We may share information that is not personally identifiable to you or your business, including aggregated statistical information derived from Program Data, with our affiliates, partners, merchants, and others. Such information could be used, for example, to provide us with statistical or other analysis. None of this type of information can be linked by the recipient in a way that identifies the Program Data as pertaining specifically to you. We may also disclose or share information that is not personally identifiable to you with our affiliates, partners, merchants and others.

If you are a registered user of our Service, we provide you with tools to access or modify the personal information you provided to us and associated with your account. You may change your profile information at any time by going to your settings page.

You can delete your account by issuing a request via email to support@SoftPoint.com or by following the “Delete Account” link on the settings page, if available. When you request us to delete your account for the Service, your loyalty program data will be expunged from our primary production servers and further access to your account will not be possible. However, portions of your data, consisting of aggregate, anonymized data derived from your Account Information, may remain on our production servers indefinitely. Your data may also remain on a backup server or media. SoftPoint keeps these backups to ensure our continued ability to provide the Service to you in the event of malfunction or damage to our primary production servers. We also reserve the right to use any aggregated or anonymous data derived from or incorporating your personal information.

Even after you remove information from your profile or delete your account, copies of that information may remain viewable elsewhere to the extent it has been shared with others, it was otherwise distributed pursuant to your privacy settings, or it was copied or stored by other users. Additionally, we may retain certain information to prevent identity theft and other misconduct even if deletion has been requested.

Removed and deleted information may persist in backup copies, but will not be available to others.

We use a combination of firewall barriers, encryption techniques and authentication procedures, among others, to maintain the security of your online session and to protect SoftPoint accounts and systems from unauthorized access.

When you register for the Service, SoftPoint requires a password from you for your privacy and security. SoftPoint transmits information such as your Registration Information for SoftPoint securely. We maintain strict rules to help prevent others from guessing your password. We also recommend that you change your password periodically. Your password must be at least 6 characters in length. You are responsible for maintaining the security of your Login ID and Password. You may not provide these credentials to any third party. If you believe that they have been stolen or been made known to others, you must contact us immediately at security@SoftPoint.com, but in any event you should change your password immediately via the Service. We are not responsible if someone else accesses your account through Registration Information they have obtained from you or through a violation by you of this Privacy and Security Policy or SoftPoint’s Terms of Use.

All communications of your password or other sensitive data communications between your computer and SoftPoint are encrypted. This enables client and server applications to communicate in a way that is designed to prevent eavesdropping, tampering and message forgery. To encrypt these communications, SoftPoint employs an SSL-EV certificate, the highest grade of communications encryption available. You can verify your Account Credentials are being sent securely by looking for the ‘green bar’ that indicates an SSL-EV connection in your Web browser.

Our servers are in a secure facility. Access requires multiple levels of authentication, including biometrics recognition procedures. Security personnel monitor the system 7 days a week, 24 hours a day.

Our databases are protected from general employee access both physically and logically. We encrypt your Service password so that your password cannot be recovered, even by us. All backups also are encrypted.

We enforce physical access controls to our buildings.

SoftPoint has been verified by McAfee Secure. McAfee Secure web sites are certified as providing the highest level of protection for their customers. McAfee scans SoftPoint’s servers continuously, and the date of their most recent scan is contained inside the McAfee Secure Trustmark.

SoftPoint has been verified by Trustwave. The Trustwave Trusted Commerce seal indicates that SoftPoint has taken security measures to protect customer personal information. The Trustwave Trusted Commerce seal assures visitors that SoftPoint’s Site is secure and compliant with best security practices.

SoftPoint is compliant with Payment Card Industry Data Security Standards (PCI-DSS) Level 1, which is currently the highest level of PCI-DSS standards.

SoftPoint is compliant with Payment Card Industry Data Security Standards (PCI-DSS) Level 1, which is currently the highest level of PCI-DSS standards.

If you have a security related concern, please contact us at security@SoftPoint.com. We will work closely with you to ensure a rapid and personal response to your concerns.

If we decide to change our privacy policy, we will post those changes to this privacy statement, the home page, and other places we deem appropriate so that you are aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it.

We reserve the right to modify this privacy statement at any time, so please review it frequently. If we make material changes to this policy, we will notify you here, by email, or by means of a notice on our home page.

If you have questions, comments, concerns or feedback regarding this Privacy and Security Policy or any other privacy or security concern, send an e-mail to security@SoftPoint.com or call +1 (800) 915-4012.

This Merchant Processing Agreement (the “Agreement”) is made and entered into by and between you and SoftPoint, LLC., an Arizona corporation doing business as SoftPoint (“SoftPoint”). This agreement contains the terms and conditions that govern the use of, and terms and conditions upon which SoftPoint will provide to you various services (collectively the “Service”) through SoftPoint’s website and/or mobile application.
These Terms of Service (“Terms“) govern your access to and use of SoftPoint’s website (the “Services“), and any information, text, graphics, or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content“). Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms. The term “you” or “User” refers to a user who browses the SoftPoint Website or registers for SoftPoint’s service. The term “we” refers to SoftPoint. This Agreement applies exclusively to your access to and use of SoftPoint’s website, and does not alter any other agreement you may have with us.

For information about SoftPoint’s data protection practices, please read SoftPoint’s Privacy and Security Policy, which is hereby incorporated into these Terms. This policy explains how SoftPoint treats your personal information when you access and use the Services. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the Services.

You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof.

You may use the Services only if you can form a binding contract with SoftPoint and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.

Under no circumstances will SoftPoint be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

As part of the Services, SoftPoint allows Users to post Content on various locations on softpoint.us. These locations may be hosted by SoftPoint or by one of our third party service providers on SoftPoint’s behalf. You agree in posting Content to follow certain rules.

1. You are responsible for all Content you submit to the Services.
2. You may not interfere with other Users’ use of the Services, including, without limitation, taking any action that imposes a disproportionate burden on the infrastructure of the Services or that negatively affects the availability of the Services to others.
3. You agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, non-exclusive, fully transferable, sublicensable, non-revocable, fully paid-up, royalty-free license to use the feedback you provide to us in any way.
4. You acknowledge that SoftPoint uses third party service providers, including Salesforce.com (d/b/a “Desk.com”), to help us provide, host and operate the support area of the Services (“Help Desk Providers”). You agree that if you choose to participate in, or post Content to, the “Support” area of the Services such as by posting a new topic, following a topic or replying to an existing topic, then you agree to also comply with Help Desk Providers’ Terms of Use and Community Guidelines, in addition to these Terms.

All right, title, and interest in and to the Services (excluding Content provided by Users) are and will remain the exclusive property of SoftPoint and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the SoftPoint name or any of the SoftPoint trademarks, logos, domain names, and other distinctive brand features.

SoftPoint gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by SoftPoint as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by SoftPoint, in the manner permitted by these Terms.

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate Users or reclaim usernames. Please review the Rules for Posting above to better understand what is prohibited on the Services. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of SoftPoint, its Users and the public.

Except as permitted through the Services (or these Terms), you must use a SoftPoint documented API with an authorized authentication token if you want to reproduce, modify, create derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Content or Services, subject to separate written agreement with SoftPoint governing the terms and use of the SoftPoint API.

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, SoftPoint’s computer systems, or the technical delivery systems of SoftPoint’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by SoftPoint (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with SoftPoint; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services; (vi) use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Services or any portion of the Services, without SoftPoint’s express written consent, which may be withheld in SoftPoint’s sole discretion; (vii) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Services, other than the search engines and search agents available through the Services and other than generally available third-party web browsers (such as Microsoft Explorer); (viii) commercially exploit any Content on the Services other than Content provided by you, (ix) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services.

With the Services, Users may direct SoftPoint to retrieve their own information maintained online by third-party financial institutions with which they have customer relationships, maintain accounts or engage in financial transactions (“Account Information“). SoftPoint works with one or more service providers under contract to access this Account Information. SoftPoint makes no effort to review the Account Information for accuracy, legality or non-infringement.

By using the Services, you expressly authorize SoftPoint and its partners to access your Account Information maintained by identified third parties, on your behalf as your agent.

SoftPoint cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. SoftPoint cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any User data, communications or personalization settings. For example, when displayed through the Services, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Services, in the manner prescribed in the associated instructions.

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your login ID e-mail address, allows you to access the Services. That login ID and password, together with any mobile number or other contact information you provide form your “Registration Information.”

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available Internet browser.

If you become aware of any unauthorized use of your Registration Information, you agree to notify SoftPoint immediately at the email addresssecurity@SoftPoint.com.

SoftPoint respects the intellectual property rights of others and expects Users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us, as described by our procedures.

Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, SoftPoint AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon. SoftPoint will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any Content. You also agree that SoftPoint has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from SoftPoint or through the Services, will create any warranty not expressly made herein.

The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by SoftPoint of such websites or resources or the content, products, or services available from such websites or resources. SoftPoint is not responsible for the products and services offered by or on third-party sites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SoftPoint AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SoftPoint HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

You shall defend, indemnify and hold harmless SoftPoint and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of these Terms by you.

These terms will continue to apply until terminated by either you or SoftPoint as set out below. If you want to terminate your legal agreement with SoftPoint, you may do so by closing your account for the Services.

Please use the directions below to cancel your account:

Send email to support@SoftPoint.com with your request to delete your account. Please include: (i) your login ID email address; (ii) your name. Because email may be forged, you may be asked to verify that you are indeed the account owner.

1. if you have breached any provision of these Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of these Terms);
2. if SoftPoint in its sole discretion believes it is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
3. immediately upon notice, to the e-mail address provided by you as part of your Registration Information.

The failure of SoftPoint to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

These Terms and any action related thereto will be governed by the laws of the State of Arizona without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in Maricopa County, Arizona, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. If you are accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Arizona (excluding choice of law).

These Terms, the SoftPoint Rules, our Privacy and Security Policy, and the other terms and conditions reference herein are the entire and exclusive agreement between SoftPoint and you regarding the Services (excluding any services, such as Merchant Payment Processing Services, for which you have a separate agreement with SoftPoint that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between SoftPoint and you regarding the Services (excluding any services, such as Merchant Payment Processing Services, for which you have a separate agreement with SoftPoint that is explicitly in addition or in place of these Terms.

We may revise these Terms from time to time, the most current version will always be at VendorPoint.us/legal. If the revision, in our sole discretion, is material we may notify you via an SoftPoint update or e-mail to the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

These Services are operated and provided by SoftPoint LLC., 8924 E Pinnacle Peak, Suite G5-586, Scottsdale, Arizona, 85255. If you have any questions about these Terms, please contact us: legal@SoftPoint.com.

Softpoint, LLC ("Company") provides a Biometric Network to offer the five principles which are KYC, Access Control, Loyalty, Systemic sales, and Payments to third parties to utilize facial and other recognition technology that captures a biometric sample of your face geometry for purposes of verifying your identity. Company has adopted this Biometric Data Policy and Notice (this "Policy") to govern the treatment of collected Biometric Data (defined below). This Policy applies to all Company employees, agents, and representatives, including any contractor or third-party service provider to the Company who have access to Biometric Data on behalf of the Company. This Policy applies to all Biometric Data collected, maintained, transmitted, stored, retained, or otherwise processed by the Company regardless of the media on which that information is stored and whether relating to consumers.

This Policy is provided in accordance with applicable standards and laws. A copy of this Policy is available to the public.

"Biometric Data" means collectively all Biometric Identifiers and Biometric Information

"Biometric Identifiers" means a retina or iris scan, fingerprints, voiceprints, scans of hand or face geometry. It does not include

"Biometric Information" means information, regardless of how it is captured, converted, stored, or shared, that is based on a Biometric Identifier. Biometric Data does not include information derived from items or procedures excluded under the definition of Biometric Identifiers.

Company and its partners and providers collect, store, and use face geometry, retina or iris scans, and palm scans for purposes of validating an individual’s identification and to facilitate simple, fast payments and other commercial transactions. Biometric Data is collected in the form of a face image and is converted by Company into pseudonymized mathematical representations of the characteristics extracted from the Biometric Data for purposes of storage. Before collecting Biometric Data from any individual, the Company will obtain the individual's written consent to the collection.

Subject to individual consent, the Company may disclose an individual's Biometric Data to its third-party vendors and/or licensors in order to facilitate the provision of its products and services, including KYS, Access Control, Loyalty Systemic sales and Payments.

The Company prohibits any further disclosure or re-disclosure of Biometric Data unless:

1. The individual or the individual's legally authorized representative consents to the disclosure;
2. The disclosure is required by applicable law or regulation; or
3. The disclosure is required pursuant to a valid warrant or subpoena issued by a court of competent jurisdiction.

In circumstances where the Company retains Biometric Data, the Company will permanently destroy an individual's Biometric Data within one year of satisfying the initial purpose for collecting or obtaining such Biometric Data or three (3) years of collection or the initial purpose for collecting or obtaining such identifiers or information has been satisfied, whichever occurs first. Initial purposes for collection end when:

1. The individual last interacts with Company’s technology (e.g., the Taking a Selfie feature) using Biometric Data.
2. The individual cancels their account.
3. A one-time verification use service

By checking the box to accept the Taking a Selfie feature or any other consent mechanism for utilizing Company’s technology, you acknowledge that you have received this Policy and consent to Company’s collection, use, and storage of your Biometric Data for the purposes identified herein. You also acknowledge that you understand the purpose for which Company, and its partners or vendors, may use your Biometric Data.