1. Acceptance of the Contract: Upon acceptance of the tour package, the terms and conditions set forth herein become a binding contract between the Purchaser and Tour Services, Inc. Acceptance of this contract occurs when an initial payment or deposit is received by Tour Services, Inc. from the purchaser. Please be aware that these terms and conditions contain waivers of liability as well as waiver of class action and venue selection and notice clauses. By asking us to confirm your booking you are accepting all the Terms and Conditions laid out below and acknowledging that you have read the Terms of this Contract and agree with it.
2. Client’s Responsibilities:
   a) Client is defined as all the included, but not limited to any consumer of the product provided by Tour Services Inc., organizer, hosting organization, hosting individual, sponsoring organization, sponsoring individual, tour participant, traveler, parent or guardian.
   b) If there are any changes to the “Details of Tour Package” and/or tour itinerary, where applicable, including, but not limited to date, times, number of attendees, etc., please contact Tour Services, Inc. immediately and in writing. Email is an acceptable form of written communication, but is not deemed received until confirmation of email is given to Client. Tour Services, Inc. will do its best to accommodate your changes but cannot guarantee availability. Please be advised changes to said details may increase costs, which will be Client’s responsibility.
   c) The Client(s) understands that Tour Services, Inc. is not responsible for chaperoning any of the tour participants. Chaperones are to be provided by school/organization. It is the responsibility of all students on tour to behave in a safe and responsible manner. Disciplinary actions are not the responsibility of Tour Services Inc. All disciplinary actions will be handled by the chaperons provided by the hosting organization.
   d) Client understands that Tour Services, Inc. is not responsible for the behavior of the participants on its tours. All participants are expected to obey and follow the laws and rules of all states, countries, venues, vendors, third party suppliers, and sites that the participant visits, receives services from, or interacts with, while on a Tour Services, Inc. tour.
   i) Any damages caused by or fines incurred by the participants of the tour are the sole responsibility of said participants or their parents or guardians.
   e) Tour Services, Inc. reserves the right to deny participation to anyone who, in its good faith estimation, endangers or disrupts the enjoyment of any other trip participant. If a participant is sent home early due to this clause, there shall be no refund and we will not be liable for any additional costs incurred.
   f) Client is solely responsible for obtaining any and all necessary medical releases, information, etc. on behalf of its participants. Tour Services, Inc. will not provide any forms related to this issue. Client understands and agrees that Tour Services, Inc. is not responsible for attending to any participant’s medical or medication needs while engaged in the tour. Participant and Client assume all responsibility therefore. Client agrees and acknowledges that should a participant be hospitalized or receive medical attention while engaged in the tour, Tour Services, Inc., is not responsible for payment of such costs or for the quality of services provided and Client hereby agrees to waive, release, absolve, discharge and hold harmless Tour Services, Inc. from any rights, claims, demands, causes of action, obligations, suits, liens, damages or liabilities of any kind whatsoever, known or unknown, suspected or claimed, which Client or Participant may have in the future against any party arising out of, based on or related to Participant’s enrollment and participation in the tour.
   g) For overnight trips the school/organization is responsible for submitting a Rooming List to Tour Services Inc. 45 days prior to trip departure. Tour Services Inc. is not responsible for any rooming decisions and will not be liable for any claims related to such, including claims for emotional harm and/or discrimination.
   h) Any Fundraising payments for school/organization must be received by Tour Services Inc. no later than two months prior to final payment being due for the trip allowing tour participants to have an accurate final amount due.
   i) The traveler is responsible for obtaining the appropriate identification and documentation to travel by air domestically or internationally. Tour Service Inc. cancellation penalties will apply if the traveler cancels the trip because they are unable to obtain the appropriate identification (i.e. passports, visas).
   j) It is the responsibility of the parent/guardian to follow the attached fee schedule provided by the school or sponsoring organization. The attached fee schedule is hereby incorporated into this contract.
3. Tour Services, Inc.’s Responsibilities: To use its best resources to adhere to the attached itinerary. However, the Client acknowledges that there are unforeseen circumstances that may cause Tour Services, Inc. to alter, change or otherwise modify the itinerary and that any alterations, changes or modifications can be made at the sole discretion of Tour Services, Inc.
   a) Tour Services Inc. will work to accommodate all persons with disability needs. If you have a disability and require assistance when traveling, notify us as soon as possible. Please note that payment for contracted services such as interpreters, one on one aides, wheelchairs and so forth are the responsibility of the parents or sponsoring organization and not Tour Services Inc.
4. Signing up for & Paying for the Tour:
   a) In order to reserve space in this tour; this tour agreement along with the required deposit must be received by Tour Services, Inc. Reservations are taken while space is available on a first come first serve basis.
   b) If the tour is being paid for the by individual participants, parents or guardians of tour participants the tour can be paid for with cash, money order, personal check, or credit card (Discover/Visa/ Master Card/American Express).
   c) While we do accept major credit cards including Visa, Mastercard, American Express and Discover, travelers must provide to us a signed authorization for every transaction for your trip. Your authorization is an agreement for us to charge your card and an acknowledgement and agreement to these terms and conditions including the cancellation terms. As such you agree not to make any improper chargebacks.
   i) In certain cases, you can dispute charges with credit card companies (“chargebacks”). Before initiating a chargeback, we ask you first to call us to discuss any questions or concerns about our charges. We will work with you in attempting to resolve your concerns. By using our service to make a reservation, you accept and agree to our cancellation policy. Tour Services Inc. retains the right to dispute any chargeback that is improper and recover any costs, including attorney’s fees related to improper chargebacks. Additionally, in the event of an improper chargeback, we retain the right to cancel any travel reservation related to that improper chargeback. The following chargeback scenarios are improper, and we retain the right to investigate and rebut any such chargeback claims:
   • Chargebacks resulting from non-cancellable reservations, whether or not the reservation is used.
   • Chargebacks resulting from charges authorized by family, friends, associates or other third parties with direct access to your

    credit card. This does not include credit card fraud.

   • Chargebacks arising from inconsistency or inaccuracy with regard to the supplier’s product description.
   • Chargebacks resulting from force majeure or other circumstances that are beyond the control of Tour Services Inc. or the

    Vendor.

   • Chargebacks resulting because you do not agree with the cancellation policy.
   d) If the tour is being paid for by the hosting or sponsoring organization payment must be made by an organization check or cash.
5. Unbundling of Tour Package: This tour is all inclusive. All items on this tour are nonrefundable and nontransferable. If for any reason a member of this group does not participate in activities, meals, or transportation they forfeit these items. All itineraries are subject to change at the sole discretion of Tour Services, Inc.
6. Travel Protection Plan: It is the traveler’s responsibility to protect their purchases. For this reason, Travel Protection Coverage including additional cancel for any reason coverage is strongly recommended. Such plan should cover Trip Cancellation or Interruption, Medical Expense, Emergency Evacuation/Repatriation, and Baggage. Travel protection plans can help protect you in the event of loss of non-refundable trip deposits and payments that result from cancellation or trip interruption (due to a covered reason such as injury or illness before or during the trip). It also helps with reimbursement for medical emergency costs (including very costly medical evacuation costs), missed connections and baggage loss. Travel Protection Plans including cancel for any reason coverage must be purchased in close conjunction with your travel purchase.
   a) Tour Services Inc. is not qualified to answer technical questions about the benefits, exclusions, and conditions of travel insurance plans. Travel Services Inc. cannot evaluate the adequacy of the prospective insured’s existing insurance coverage. If you have any questions about your travel protection, call your insurer or insurance agent or broker.
   b) Declining to purchase an adequate travel protection plan could result in the loss of your travel cost and/or require more money to correct the situation. You also acknowledge that without this coverage, there may be no way to recoup any losses, costs or expenses incurred. If you choose to travel without adequate coverage, we will not be liable for any of your losses howsoever arising, for which trip protection plan coverage would otherwise have been available.
7. Cancellation & Refunds:
   a) Tour Services, Inc. has the right to cancel the tour for any reason at any time.
   i) Cancellation of tour by Tour Services, Inc.: If Tour Services Inc. cancels the tour, except in the case of a Force Majeure event, this will result in a full refund of anything paid at the time of cancellation, including the non-refundable fee for Cancellation protection plans.
   b) If the minimum number of students is not reached the tour may be cancelled at the discretion of Tour Services, Inc. with all money being refunded. For trips funded by a school/organization refund will be issued only to school/organization.
   c) Refunds After Tour Departure: Tour Services Inc. does not offer refunds on any tours after they have departed.
   d) No refunds will be given for cancellations.
   i) Tour Participants will have the option of purchasing the optional Trip Cancellation/Trip Interruption with Cancel For Any Reason (CFAR) coverage. For rates and information, please contact Tour Services, Inc. A copy of the plan document will be provided.
   e) Cancellation by Hosting Organization: If the Hosting Organization cancels said contract within sixty (60) days of tour, Client may be subject to full contract price at the discretion of Tour Services, Inc. Group may be held liable for any non-refundable vendor deposits made on its behalf. Where applicable, Tour Services, Inc. will either offer travel protection plans to tour participants, for purchase or purchase said travel protection plan on behalf of all tour participants (travelers). If the reason for cancellation is covered under the terms of your travel protection plan you may be able to reclaim these charges, for this reason we strongly encourage the purchase of a travel protection plan including additional cancel for any reason coverage.
   f) Cancellation request must be received in writing through email, fax, or mail. (Email: support@tourservicesinc.com, Mail: Tour Services Inc., PO Box 718, Hinsdale, IL 60522).
   i) Cancellation requests must first be sent to Tour Services, Inc. in writing via any of the methods mentioned above.
   ii) Once a Cancellation request is received by Tour Services, Inc. they will acknowledge receipt of the request and provide the contact information for Travel Insured International, in order to begin the claim process. All vendors have their own cancellation policies, which apply to your booking. Upon receipt of your cancellation request we will contact the vendors for any applicable refunds subject to the vendors’ terms and conditions. If you are entitled to a refund, please note that the vendor is responsible for this refund, not Tour Services Inc. Some vendors may offer travel credits in lieu of refunds. We are not responsible for a vendor’s refusal to provide a refund or for vendor insolvency or bankruptcy.
8. Waiting list and Tour Overflow: In the event that the tour is currently full at the time an individual participant signs up for the tour, their name will be added to the waiting list in chronological order that it is received. If room on the tour becomes available, they will be added to the tour and notified by Tour Services Inc. via the contact email that they included on their sign-up form.
   a) In order to be added to the waiting list a payment by check is required. This payment will be deposited automatically as space becomes available.
   b) Tour Services Inc. is not responsible for any bank fees, including but not limited to overdraft fees, incurred by automatic deposit of waitlist deposit.
9. Fees:
   a) Full payment is due 30 days before trip departure. At the discretion of Tour Services, Inc. this tour reservation may be cancelled if full payment is not received by this date.
   b) Late Fee: A late fee of $85.00 will be added to any payments made after 30-day prior to tour departure at the discretion of Tour Services Inc.
   c) Non-Sufficient Funds Check Return: There is a penalty of $35 for any checks returned by the bank for non-sufficient funds.
   d) Reinstatement Fee: A $50 re-instatement fee, plus any additional costs, will be assessed if you cancel your reservation and choose to re-instate at a later date.
   e) Insufficient Funds: Tour Services Inc. reserves the right to cancel a Tour or Tour participant due to insufficient funds or non-payment.
   f) Airline Name Change Fees: Tour Services Inc. will process a name change on an air ticket if the airline allows for it. All fees assessed by the airline to process the name change will be passed on to the Organization or parents or guardians. The latest name change on an air ticket will be processed by Tour Services Inc. is 30 days prior to departure.
   g) Surcharge Fees: The Tour price includes all known surcharges (fuel, taxes and other fees) known at the time the group contracted with Tour Services Inc. However, given the volatile nature of fuel prices, suppliers (for example, airlines and coach carriers) at times must assess a fuel surcharge which is not known by any party at the time of contracting service. You will be informed of any fuel surcharge prior to your final payment due date. No surcharge will ever be assessed after the final payment due date. Additionally, for air tours, airline bag fees, unless otherwise indicated on the Tour Agreement or Parent Letter, are NOT included in the price of the Tour and are the responsibility of the individual or group checking bags or instruments.
   h) Taxes After Quoting: Occasionally a governing body will add a tax after transportation has been contracted. Any taxes not in existence at the time the Tour was contracted will be assessed back to the group.
10. Force Majeure: Without limitation, Tour Services Inc. will make no refund for and is not responsible for any matter beyond the control of Tour Services Inc., including but not limited to the negligent or willful acts of others; acts of God or force majeure, weather emergencies, breakdown, or failure of diving or mechanical equipment, government actions, inclement weather, sickness, attacks by animals, availability of medical care or the adequacy of the same, criminal activity of any kind, terrorism, war, civil disturbance, sanitary conditions, quality or sanitation of food, quarantine, customs, regulations, epidemics, pandemics, strikes, hotel overbooking, safety and/or security standards at hotels or other accommodations, or for any other reason beyond the control of Tour Services Inc. You understand, agree with, and agree to be legally bound by the terms of the release and waiver of liability set forth herein.
11. Limitation of Liability: Tour Services Inc. purchases transportation, hotel and other services from various independent suppliers that are not subject to its control. Neither Tour Services Inc. its affiliates, owners, officers, agents, employees, nor any associate organization shall be held liable for any act, default, injury, loss, expense, damage, deviation, delay, curtailment or inconvenience caused to or suffered by any person or their property, howsoever arising, which may occur or be incurred by any organization or person, even though such act, default, injury, loss, expense, damage, deviation, delay, curtailment or inconvenience may have been caused or contributed to: (a) by the act, neglect or default of Tour Services Inc., or of any persons for whose acts it would otherwise be responsible, or (b) defects or failures of any aircraft, vessel, automotive vehicle or other equipment or instrumentality under the control of independent suppliers. You further understand that Tour Services Inc. neither owns not operates such third party suppliers and accordingly, agree to seek remedies directly and only against those suppliers and not hold Tour Services Inc. responsible for their acts or omissions. In no event will Tour Services Inc. be responsible for incidental, consequential or special damage or loss suffered by any person. Tour Services Inc.’s maximum liability, for any reason whatsoever, will be limited to the amount paid to Tour Services Inc. for its services.
12. Release of Liability: In consideration of the services and arrangements provided by Tour Services Inc., you, for yourself and for your heirs, personal representatives or assigns, do hereby release, waive, discharge, hold harmless and agree to indemnify Tour Services Inc., and its owners, officers, directors, employees and affiliates from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, loss of services, lost profits, consequential, exemplary, indirect or punitive damages or otherwise which may arise out of or occur during your travel in connection with the scheduled travel package and any activities conducted in conjunction therewith. You specifically understand and agree that you are releasing, discharging and waiving any claims or actions that you may have presently or in the future for the negligent acts or conduct of the owners, directors, officers, employees, agents or affiliates of Tour Services Inc.
13. Express Waiver of Consequential, Punitive or Exemplary Damages: Regardless of the situation or circumstances giving rise to a claim, you waive any right to seek consequential, punitive or exemplary damages against Tour Services Inc. its owners, officers, directors, agents, contractors and employees, for any reason whatsoever.
14. Choice of Law and Venue: All questions of law in any action based upon any claim of breach of this agreement shall be determined in accordance with the laws of the State of Illinois as existing at the time of such action. Any action brought by either party based on any claim arising under or as a result of this contract or based on the tour package of which it is a part, shall be brought in a court of competent jurisdiction in DuPage County, Illinois. You agree that you will only bring claims against Tour Services Inc.in your individual capacity and not as a plaintiff or class member in and purported class action or representative proceeding. You understand and agree that no claims will be considered and that you will not bring suit against Tour Services Inc. unless you have first provided a typewritten notice of claim to Tour Services In. within 30 days after the tour or cancellation of the trip.
15. Acknowledgement of Risk: You understand and acknowledge that your travel in connection with and participation in the tour arranged at your request by Tour Services Inc. may involve risk and potential exposure to injury. You also realize and acknowledge that risk and dangers may be caused by the negligence of the owners, directors, employees, contractors, officers or agents of Tour Services Inc. or the negligence or participation of other participants, contractors and/or subcontractors to Tour Services Inc. You also recognize and acknowledge that risk and dangers may arise from foreseeable and unforeseeable causes, including weather and other acts of nature. You fully understand and acknowledge that the aforementioned risks, dangers and hazards are a potential in connection with recreational activities which may take place during your journey.
16. Express Assumption of Risk & Responsibility/Participation: In recognition of the inherent risk of the travels and related activities in which you are intending to engage, you confirm that you are physically and mentally capable of participating in the activity, that you are willingly and knowingly electing to participate in this tour in spite of the potential risk of danger, and you willingly and voluntarily assume full responsibility for any injury, loss or damage suffered by you or caused by you, whether caused in whole or in part by the negligence of the owners, directors, agents, officers, employees, or contractors of Tour Services Inc. You understand and acknowledge that reserves the right to accept or reject any participant for any reason, and Tour Services Inc. or its guide has the right to disqualify you from any trip activity, if in Tour Services Inc. or such guide’s judgment, you are incapable of that activity and/or your continued participation in the tour will endanger yourself or the safety of the group. It is your responsibility and obligation to inform Tour Services Inc., at the time your reservation is made, of any medical or physical disability or limitation that might disable you or render you unable to perform or safely complete the tour or any activity on the tour. You further acknowledge that you are the best judge of your own conditions and limitations and that it is incumbent upon you to fully disclose the full extent of any such conditions or limitations to Tour Services Inc.
17. Covid-19 Waiver: By booking a tour at this time, you acknowledge the highly contagious nature of COVID-19 and voluntarily assume the risk for yourself and any minors traveling with you, that you or they may be exposed to or infected by COVID-19 by traveling and that such exposure or infection may result in personal injury, illness, permanent disability, and death even if such injuries or losses occur in a manner that is not foreseeable at the time you book your tour. You acknowledge that exposure to such viruses or disease is an inherent risk of traveling, that cannot be controlled or eliminated by Tour Services Inc.
    a) You acknowledge that due to the uncertainty of travel at this time, your tour may be postponed or cancelled, or changes may be made to itineraries due to closures of certain sites or activities, for which there may be no refund. You may also be required to quarantine upon arrival in some locations. Some locations may require you to have a vaccination or proof of negative testing. Stopover countries requirements will also apply. On your return home, additional testing, requirements, or documentation may be required. You are responsible for understanding these requirements and must not rely on Travel Service Inc. to provide these details. You understand that you may become sick before, during, or after the tour and may not be able to travel and such cancellation or interruption will be subject to our cancellation terms below, for which we will not be liable.
    b) You agree that due to uncertainty caused by COVID 19, Tour Services Inc. has strongly encouraged the purchase of additional cancel for any reason coverage if and when available, and that should you fail to purchase CFAR, Tour Services Inc. shall not be liable to any losses howsoever arising. Travel Service Inc. shall not be liable should travel protection or CFAR not cover COVID-19 related losses.
    c) You, for yourself, and any minors traveling with you, and on behalf of your and their heirs, assigns, personal representatives and next of kin (The Releasors), HEREBY RELEASE, AND HOLD HARMLESS Travel Service, Inc., its shareholders, officers, agents, and/or employees, suppliers, and other tour members (RELEASEES), of from and against any and all claims, damages, demands, losses, and liability arising out of or related in any way, in whole or in part to any POSTPONEMENT, CANCELLATION, CHANGES, INJURY, DISABILITY, DEATH OR ANY OTHER LOSS you may suffer due to exposure, infection, spread, closure, and travel restrictions related to COVID- 19, WHETHER ARISING FROM THE NEGLIGENCE OF THE RELEASEES OR OTHERWISE, to the fullest extent permitted by law. The terms of this HOLD HARMLESS AND RELEASE OF ALL LIABILITY paragraph, shall survive any termination or cancellation of this Contract, whether by operation of law or otherwise.
18. Exclusivity: Except as otherwise expressly provided to the contrary, the rights herein granted and these Terms and Conditions are for the benefit of the parties hereto. The Terms and Conditions shall be exclusive of any advertising, marketing or other sales literature or activities of Tour Services Inc. and nothing contained in any of such materials shall be construed to create any rights as a result of or in connection with these Terms and Conditions.
19. Waiver: Any failure by either party at any time, or from time to time, to enforce or to require the strict keeping and performance of any of the Terms and Conditions shall not constitute a waiver of any such Terms and Conditions and shall not affect or impair such terms and conditions in any way or the right of such party at any time to avail itself of such remedies as it has for the breach or breaches of such terms and conditions.
20. Severability – Entire Agreement: The invalidity or unenforceability of any part of these Terms and Conditions, or the invalidity of its application to a specific situation or circumstance, shall not affect the validity of the remainder of these Terms and Conditions, or its application to other situations or circumstances. Any provision of these Terms and Conditions held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

IMPORTANT: THIS SOFTWARE AS A SERVICE AGREEMENT (“The Agreement”) IS A BINDING LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND GROUPCOLLECT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SERVICES. IT PROVIDES A LICENSE TO USE THE SERVICES AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY CLICKING THE “I ACCEPT” BUTTON AND USING THE SERVICES YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SERVICES AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICES.

You acknowledge and agree that we may change these Terms and Conditions from time to time and that those changes become effective immediately. If we make material changes, we will provide you notice. Your continued use of our services following the notice of any changes constitutes your acceptance and agreement to be bound by such changes.

(a) “Agreement” means the written (or electronic) agreement entered into between GroupCollect and the Merchant regarding payment processing services to which these General Terms are applied and are an integral part of.

(b) “Acquirer” is a third-party entity, such as a credit card network processor or bank, that receives and processes End-User Customer payment information and remit payment funds in accordance with and subject to certain policies, procedures and standards, and/or an acquiring bank that screens and accepts sales drafts and completes financial settlement for the respective sale transaction on behalf of GroupCollect or Merchant.

(c) “Acquirer Agreement” is an agreement between the Merchant and an Acquirer enabling the Merchant to act as a merchant or sub-merchant in transactions that are processed through the relevant Acquirer.

(d) “Group Collect, LLC” (hereinafter GroupCollect) is a limited liability corporation organized and existing under the laws of the State of Florida, with its head office located at 7 Old Mission Ave., Saint Augustine, Florida 32084, and is the owner and authorized distributor of GroupCollect Services.

(e) “Confidential Information” means the Services, Documentation, Specifications and Terms and Conditions of the Agreement.

(f) “Customer” A Consumer or company that purchases products or services online from the Merchant.

(g) "Customer Data" means any personal data of Your customers of any type that is submitted to the Services by You or your customers.

(h) “Merchant” A company selling its products or services online to Customers and who has entered into the Agreement with GroupCollect. The Merchant is the vendor of the products or services and the creditor of the Customer.

(i) Merchant ID refers to GroupCollect’s own account(s) at recognized Acquirer(s) and used by GroupCollect to process payment for Products in respect of certain payment transactions conducted through the GroupCollect Payment Services where GroupCollect shall process the transaction through GroupCollect’s Merchant ID on behalf of Merchant.

(j) “Merchant of Record” is the party formally recorded as conducting the payment transaction with an End-User Customer.

(k) “Order Forms” means the ordering document signed by the parties that accompanies and incorporates the Services as a service agreement, including the services policies and any other document referenced or incorporated into the ordering document.

(l) “Product” means goods or services, or a combination thereof supplied to the Customer in accordance with the terms of the sale agreement(s) entered into between the Merchant and the Customer.

(m) “Services” means the GroupCollect software as a merchant of record platform and any third-party computer platform contained therein not explicitly subject to a different license, in each case supplied by GroupCollect herewith, and, if applicable, the corresponding documentation, associated media, printed materials and online or electronic documentation, and all updates or upgrades of the above that are provided to you.

(n) “User” means those individuals authorized by you or on your behalf to use the services, as defined in the ordering document.

(o) “You” and “Your” means the individual or entity that has ordered GroupCollect Services.

2.1 MERCHANT OF RECORD

Subject to the terms and conditions of this Agreement, during the Term of the Agreement and by means of the GroupCollect Merchant ID, GroupCollect will process transactions for payment from Customers for Products from GroupCollect as Merchant of Record.

Where GroupCollect provides the Services through the GroupCollect Merchant ID, it is agreed that GroupCollect has license from the Merchant to perform such sales transactions through the GroupCollect Merchant ID. GroupCollect Merchant ID refers to GroupCollect’s account(s) at recognized Acquirer(s) and used by GroupCollect to process payment for Products. The Customer is informed at time of sale of GroupCollect as Merchant of record.

2.2 RELATIONSHIP

GroupCollect will not enter into any contracts or commitments in the name of, or on behalf of, Merchant. As a Services Provider, GroupCollect shall not take possession or control of any Products but shall only render payment services. GroupCollect is not the custodian of any monies and is never in possession of such funds. All funds are held and controlled by the payment service provider.

3.1 ACCOUNT

You must open an account with us to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. Once registered, you are responsible for maintaining the confidentiality of your passwords, login and account information. You will be responsible for all use of the services by you, anyone using your password and login information (with or without your permission) and anyone who you allow to access the services. If at any time you have reason to believe that your account is no longer secure (through for example: loss, theft, identity theft, hacking, or unauthorized disclosure or use of your information or computer or mobile device used to access the Services), you are solely responsible to promptly change any and all of your Personal information that is affected. We reserve the right to change the account type, suspend or terminate the account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

3.2 MERCHANT INFORMATION AND OBLIGATIONS

The Merchant shall provide GroupCollect with all the information, approvals, powers of attorney and other documents and authorizations, as specified by GroupCollect periodically, in order for GroupCollect to provide the Services and the System.

To carry out the provision of the Services and to ensure accurate and timely processing of all of the Sales, the Merchant shall provide all necessary data in compliance with the specifications as provided by GroupCollect. The Merchant acknowledges that its failure to comply with the specifications for data delivery may result in a delay, suspension or cancellation of processing of the effected Sales.

Merchant warrants that it has all right, title and license in Products to permit GroupCollect the right of processing the transaction with GroupCollect as the merchant of record. In the event that Merchant breaches this warranty, GroupCollect may immediately suspend or terminate Services for Merchant.

The Merchant represents and warrants that all Customer sales are valid and the products and/or services are marketed and delivered to the Customers in accordance with the applicable law and any sale agreements. The Merchant shall be responsible for the sale to the Customer as a vendor, as specified by the applicable law and any sale agreement terms and conditions.

In particular in the sale of Consumer goods or services, the Merchant must indicate on its website the price and shipping costs of the consumer goods or services being sold and provide all other information required by applicable laws. The total price, shipping costs and all other terms and conditions applicable to the sale shall also be communicated to the consumer in writing or electronically in such a way that the consumer can record or reproduce the information in an unaltered form.

Merchant shall comply with all applicable state and country laws and regulations where Merchant is registered/located as from time to time in force regarding data protection, consumer rights, ecommerce, provision of services, consumer rights, protection and contracts.

Merchant will not act as a payment facilitator or otherwise resell the Services to any third party. Merchant shall not use the Payment Services to handle, process or transmit funds for any third party or use the Services to process cash advances.

3.3 RIGHTS AND OBLIGATIONS

Under no circumstance is GroupCollect responsible for a Customer paying the Merchant, furthermore GroupCollect does not take ownership of or responsibility for any goods or services supplied or to be supplied by the Merchant to the Customer.

GroupCollect shall not provide any Customer support and shall refer any possible queries from the Customers to the Merchant.

GroupCollect may, in its sole discretion, modify or suspend the provision of the Services and/or the System due to suspected illegal activities or if the provision of the Services and/or the System is compromised by the Merchant or any Customer.

GroupCollect may furnish the Merchant periodic advice and assistance with respect to the Services and the System, as GroupCollect determines to be reasonably necessary, including consultation and advice regarding the implementation of payment methods appropriate to the Merchant’s market.

All information based on customers’ activity in the System or Service belongs to GroupCollect and GroupCollect is allowed to use it for producing payment services, however, acknowledging the confidential pieces of Customers' and Merchants' information. GroupCollect has the right to use Customer information received from the Merchant for producing the payment service and simplifying Customers' payment transactions. GroupCollect has no right to disclose Customer information to third party without the Customer's specific consent.

As part of performing Services under this Agreement, GroupCollect may conduct fraud checks. Merchant acknowledges and agrees that such fraud checks may delay transactions and payment collection from Customers. In the event a Customer seeks to cancel an order due to such delay, GroupCollect will not be liable to the Merchant for such cancellation.

4.1 RIGHT TO ACCESS

Upon GroupCollect’s acceptance of your order and for the duration of the service term defined in the ordering document you have a non-exclusive, non-transferable, royalty free, worldwide limited right to install and use the services solely for your internal business operations and subject to the terms and conditions of this Agreement. You may allow your users to use the services for this purpose and you are responsible for your users’ compliance with the agreement. The services are provided as described in, and subject to, the services policies referenced in the ordering document.

You acknowledge that GroupCollect has no delivery obligation and will not ship copies of the GroupCollect programs to you as part of the services. You agree that you do not acquire under the agreement any license to use the GroupCollect programs specified in the ordering document in excess of the scope and/or duration of the services. Upon the end of the agreement or the services thereunder, your right to access or use the GroupCollect programs specified in the ordering document and the services shall terminate.

4.2 OWNERSHIP, DISTRIBUTION AND RESTRICTION ON USE

You retain all ownership and intellectual property rights in and to your data. GroupCollect retains all ownership and intellectual property rights to the services and GroupCollect programs. GroupCollect retains all ownership and intellectual property rights to anything developed and delivered under the agreement. Third party technology that may be appropriate or necessary for use with some GroupCollect programs is specified in the program documentation or ordering document as applicable. Your right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by GroupCollect and not under the agreement.

(a) You may not reproduce in any way or distribute copies of the Services, make available the Services in any way to third parties, upload the Services on any website or electronically transfer the Services from one computer to another or over a network, except as expressly authorized under the terms of the Agreement;

(b) You may not alter, merge, modify, adapt or translate the Services, or decompile, reverse engineer, disassemble, or otherwise reduce the Services to a human-perceivable form or undertake any activity intended to bypass, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) the proper and/or secure operation of the Services or breach any patent held or patent application deposited by GroupCollect in any way;

(c) You may not sell, rent, lease, loan or sublicense the Services;

(d) You may not modify the Services or create derivative works based upon the Services.

5.1 PAYMENT AND PRICE

The Merchant shall pay GroupCollect the fees for i) the payments made by the Customers to the Merchants due to the Sales; ii) the right to use the System and the Services as well as iii) other remunerations in accordance with the Agreement.

Payment for GroupCollect’s services is directly deducted from the settlement and the remaining amount is transferred to the Merchant. The settlement is the payments the Merchant receives from the Customers on behalf of the Merchant from the sales.

If the Merchant has requested that some or all of the collected payments from the Customers be converted into a currency other than the one in which they were collected prior to transfer to the Merchant, then the exchange rates used for such conversion will be made known to the Merchant. The right to raise objection against the used exchange rates shall be waived and invalidated if such objection is not made within fourteen (14) days after receipt of said notification to the Merchant.

5.2 CHARGEBACKS, REFUNDS, REVERESED PAYMENTS

The Merchant assumes full credit risk for the Customers. This liability is not subject to any limitation of liability that may be expressed elsewhere in the Agreement or these General Terms and survives any termination of the Agreement.

In accordance with the applicable law, the Consumer or the Customer may have the right to withdraw from the Sale agreement by notifying the Merchant within the period specified in the law or terminate the Sale agreement. If the Sale is cancelled, terminated or becomes void by virtue of the law and GroupCollect is responsible for reimbursing all the payments received from the Consumer, the Merchant shall compensate GroupCollect for this amount as well as the settlement costs with a 13% settlement fee. GroupCollect is entitled to set off any amount the Merchant is liable for from the payments GroupCollect shall transfer to the Merchant due to the Sales.

The Merchant shall also compensate GroupCollect for all the expenses incurred upon a dispute rising with regard to the Sale.

Merchant will assist when requested, at Merchant’s expense, to investigate any Merchant transactions processed through the Services. You hereby authorize GroupCollect to share information regarding a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. GroupCollect will use information we request of you and any content you upload through the Service to respond to Chargebacks on your behalf. If the Chargeback is contested successfully, we will release the reserved funds to your Account. If a Chargeback dispute is not resolved in your favor by the Acquirer or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms from you. Without prejudice to your right to appeal a reported chargeback or reversed payment with the acquiring bank, you explicitly agree to accept any such reported reversed payments, penalties or other fees and expenses reported by GroupCollect provided that GroupCollect notifies the Merchant of any such amount.

Your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. In such circumstances, GroupCollect reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

5.3 HOLDBACKS, ROLLING RESERVES, AND EXCESSIVE CHARGEBACKS

“Holdbacks” are sums that GroupCollect may in its sole discretion without prior notice hold in reserve against Merchant’s account during exposure or potential exposure to high frequency of refunds or Chargebacks or following significant variations in monthly sales volume, so as to ensure there are sufficient funds held in Merchant’s account to meet potential Refund and Chargeback requests. Should GroupCollect be subject to, or have reasonable cause to believe that it may be exposed to any negative Merchant account balance, or any claims, fines, penalties, non-compliance charges or additional fees levied by any Acquirer, Card Association or legal authority due to Merchant’s acts or omissions, or as a result of default, breach or termination of this Agreement, fraud, money laundering, illegal, unauthorized or improper actions of Merchant and/or Merchant’s customers, GroupCollect may in its sole discretion and without prior notice holdback in reserve additional sums for such period as it deems necessary to secure and make whole its financial position.

“Rolling Reserve” – GroupCollect may in its sole discretion set a six-month Rolling Reserve from each payment due to Merchant to meet potential Refunds and Chargeback requests. Such reserve may be increased in period and amount where GroupCollect determines there to be a significant risk of exposure, or in order to be at a level and coterminous with such reserve period set by Acquirers used to process Merchant’s transactions through GroupCollect. A Rolling Reserve may also be imposed for any business category deemed by GroupCollect or any relevant Acquirer to be of a high than usual risk, such as travel and events.

Should there be insufficient funds in Merchant’s account at any time to provide any required Holdback or Rolling Reserve, GroupCollect shall be entitled to issue a written demand for the required funds. If within 48 hours, Merchant fails to provide such funds or provide GroupCollect with a form of guarantee for payment that is acceptable to GroupCollect, then GroupCollect may immediately suspend Merchant’s account or terminate this agreement.

GroupCollect may place Merchant into GroupCollect’s Excessive Chargeback Management Program or under a Card Association’s excessive chargeback requirements program if in GroupCollect’s or Acquirer’s sole discretion there is undue commercial risk or excessive volume of Chargebacks. Merchant shall be liable in respect of all charges relating to such programs and for any fees, assessments, penalties or fines levied by the Acquirer or Card Association in relation to said excessive chargebacks.

5.4 RIGHT OF SET OFF, DEBIT, AND INVOICE

GroupCollect shall be entitled to issue an invoice for any shortfall of funds in the Merchant’s account. GroupCollect may issue and invoice for and recover from Merchant or setoff against current or future amounts due GroupCollect under this Agreement, payments that are charged back or disputed by Customers, and also in respect of any fines, penalties, non-compliance charges and/or fees imposed on GroupCollect by any relevant authority or Acquirer due to Merchant’s act, default or omission, including sums chargeable in relation to any GroupCollect or Card Association Excessive Chargeback Management Program.

Notwithstanding whether an invoice has been issued or not, if the amount of Merchant’s funds held by GroupCollect is insufficient to meet Merchant’s obligations or cover GroupCollect’s financial exposure regarding the Merchant’s account, to the extent permitted by law, GroupCollect may obtain collection of all sums due from Merchant to GroupCollect including sums required by way of refunds, Chargebacks, Holdbacks or Rolling Reserves by debiting such sums directly from any bank accounts used or registered by Merchant for payment from GroupCollect (“Bank Accounts”). Merchant grants to GroupCollect Recovery Authorizations concerning funds Merchant is obligated to repay GroupCollect. Additionally, Merchant hereby authorizes GroupCollect to administratively freeze or direct any third-party bank holding the account to freeze all such accounts to allow GroupCollect to protect our security interest, collection, charge and setoff rights as provided for in this section. Merchant’s failure to discharge such amounts on demand shall be a material breach of this Agreement and Merchant will be liable for GroupCollect’s costs of collection in addition to the sum owed including without limitation, attorneys’ fees, expenses, costs of any arbitration process or court fees, interest, and collection charges.

5.5 HELD FUNDS

Should GroupCollect hold funds that are due to Merchant under this Agreement that it is unable to deliver because Merchant has not provided its current contact information or Merchant's account has become inactive or dormant but not terminated, it is agreed that GroupCollect may assess account maintenance, inactivity or dormant account fees as applicable until any balance is eliminated or Merchant makes contact to obtain the balance remaining at the time of contact less any applicable deductions, all subject ultimately to requirements of law.

5.6 TAX

When required under applicable law as applies to the business relationship hereunder, GroupCollect shall charge, collect and pay taxes to the appropriate authorities; otherwise the Merchant shall have sole responsibility and liability to collect and remit taxes. To the extent that Merchant is required under applicable law to charge, collect and pay taxes, said taxes shall be paid by Merchant directly to the appropriate authorities.

5.7 INTEREST

GroupCollect may charge interest at the rate of 1.5% per month or at the highest amount permitted by applicable law on any negative balance on the Merchant’s account. Such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due.

This is a subscription agreement for access to and use of the Services. You acknowledge that you are obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to You under this Agreement. You agree that GroupCollect or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "GroupCollect Technology"). Except as expressly set forth in this Agreement, no rights in any GroupCollect Technology are granted to You. Further, You acknowledge that the Services are offered as an on-line, hosted solution, and that You have no right to obtain a copy of any of the Services, except as provided by GroupCollect.

7.1 CONFIDENTIAL INFORMATION OF GROUPCOLLECT

Merchant acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation, or other entity, other than Your employees with a need to know such Confidential Information to perform employment responsibilities consistent with Your rights under this Agreement. You shall safeguard and protect the Confidential Information from theft, piracy, or unauthorized access in a manner at least consistent with the protections You use to protect Your own most confidential information. You shall inform your employees of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by GroupCollect, to prevent any unauthorized disclosure, copying or use of the Confidential Information. You acknowledge and agree that in the event of Your breach of this Agreement, GroupCollect will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, GroupCollect shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy GroupCollect may have.

If Merchant is compelled by law to disclose GroupCollect’s Confidential Information it may do so; provided that it provides GroupCollect with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Merchant’s cost, if GroupCollect wishes to contest the disclosure.

Upon termination or expiration of this Agreement, Merchant shall return all copies of GroupCollect’s confidential information (with the exception of 1 archival copy for the purpose of compliance with these obligations) or remove same from all media and destroy same.

The obligations under this section shall continue until such time as the Information is no longer Confidential.

7.2 CUSTOMER DATA

(A) Rights to Customer Data. As between the parties, You will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to GroupCollect. Subject to the terms of this Agreement, You hereby grant to GroupCollect a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to You. GroupCollect’s use of Customer Data is described more fully in the Privacy Policy.

(B) Storage of Customer Data. GroupCollect does not provide an archiving service. GroupCollect agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Your applicable Subscription Term. GroupCollect expressly disclaims all other obligations with respect to storage.

(C) Customer Obligations. (a) In General. You are solely responsible for the accuracy, content and legality of all Customer Data. You represent and warrant to GroupCollect that You have all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting GroupCollect the rights in Section 7.2(A) (Rights to Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws (including but not limited to GDPR), or (iii) any terms of service, privacy policies or other agreements governing Your accounts with any Third-Party Platforms. You further represent and warrant that all Customer Data complies with the GDPR. You will be fully responsible for any Customer Data submitted to the Services by any person as if it was submitted by You. b) No Sensitive Personal Information. You specifically agree not to use the Services to collect, store, process or transmit any Sensitive Personal Information, other than that information necessary to use the Services. Customer acknowledges that GroupCollect is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant. GroupCollect will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.

(D) Security. GroupCollect agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, GroupCollect will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond GroupCollect’s control.

7.3 UNAUTHORIZED DISCLOSURE You shall notify GroupCollect immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by You, and shall fully cooperate with GroupCollect to help GroupCollect regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.

8.1 OPERATION

GroupCollect warrants to and for the benefit of You only that, for a period of ninety (90) days after commercial sale to You (the "Services Warranty Period"), the Services will operate substantially in accordance with the specifications published by GroupCollect for such Services. If it is determined the Services do not operate substantially in accordance with the specifications published by GroupCollect for such Services, then at GroupCollect’s sole discretion, (a) such Services will be modified or replaced so that it does operate substantially in accordance with such specifications and returned to You freight prepaid, or, at GroupCollect’s election, (b) the amount paid by You to GroupCollect for the Services which fails to so operate in accordance such specifications will be refunded to You and thereupon the license to use such Services shall terminate. GroupCollect shall have no warranty obligations whatsoever with respect to any Services which has been modified in any manner from the form in which it was delivered by GroupCollect.

8.2 DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1 GROUPCOLLECT MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND GROUPCOLLECT SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

9.1 INDEMNIFICATION BY GROUPCOLLECT

GroupCollect hereby indemnifies You against any claims that the Services, furnished and used within the scope of the Agreement, infringes any United States registered copyright or patent, provided that: (1) GroupCollect is given prompt notice of the claim; (2) GroupCollect is given immediate and complete control over the defense and/or settlement; (3) You does not prejudice in any manner GroupCollect’s conduct of such claim; and (4) the alleged infringement is not based upon the use of the Services in a manner prohibited under the Agreement, in a manner for which the Services was not designed , or in a manner not in accordance with the specifications.

9.2 INDEMNIFICATION BY YOU

You hereby indemnify and hold harmless GroupCollect against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon the breach of any Customer Data. The Merchant shall indemnify and hold GroupCollect harmless against all expenses, costs, damages, interests incurred by GroupCollect based on the Sale or Agreement, misuse of credit cards, account information, or the Service.

9.3 ALTERED VERSION

GroupCollect shall have no liability for any claim of infringement based on (a) the use of superseded or altered version of the Services in infringement would have been avoided by the use of a current or unaltered version of the Services which GroupCollect made available to You; or (b) the combination, operation, or use of the Services with Services or hardware, or other materials not furnished by the GroupCollect.

10.1 LIMITATION

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THE AGREEMENT.

GROUPCOLLECT DOES NOT ASSUME ANY LIABILITY FOR MERCHANT’S FAILURE TO PERFORM INACCORDANCE WITH THIS AGREEMENT OR ANY RESULTS CAUSED BY MERCHANT’S ACTS,OMISSIONS OR NEGLIGENCE, OR A SUBCONTRACTOR OR AN AGENT OF MERCHANT OR AN EMPLOYEE OF MERCHANT OR ANY OF MERCHANT’S AGENTS OR SUBCONTRACTORS, NOR SHALL GROUPCOLLECT HAVE ANY LIABILITY FOR CLAIMS OF THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF THIRD PARTIES ARISING OUT OF OR RESULTING FROM, OR INCONNECTION WITH, MERCHANT’S PRODUCTS (EXCEPT AS MAY ARISE THROUGH GROUPCOLLECT ACTING AS MERCHANT OF RECORD), MESSAGES, PROGRAMS, CALLER CONTRACTS, PROMOTIONS, ADVERTISING, INFRINGEMENT, OR ANY CLAIM FOR LIBEL OR SLANDER OR FOR MERCHANT’S VIOLATION OF COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS.

10.2 FORCE MAJEURE

Neither party shall be under any liability for any loss of for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, governmental actions, fire, work stoppages, shortages, war, terrorism, civil disturbances, transportation problems, interruptions of power or communications, Internet service provider or hosting facility failures or delays involving third party hardware or software systems, denial of service attacks, malware intrusion, hacking attacks, acts of third parties outside of GroupCollect’s control, natural disasters, pandemic, quarantine, or significant changes in the ability of GroupCollect to offer the Services in terms of the scope and/or price set out herein as a result of changes in law, or in policy of Card Associations and/or Acquirers, and/or governmental authorities, or any other similar cause beyond the parties reasonable control.

For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

11.1 TERM

Unless otherwise terminated pursuant to this section, this Agreement shall continue until terminated by one party serving upon the other advance written notice of 60 days notice of such party's intention to terminate this Agreement. Such notice shall be in writing and sent via certified mail to the address of the Party in the Agreement.

11.2 TERMINATION

GroupCollect may, in its sole and absolute discretion, at any time and for no reason, suspend or terminate the rights afforded to You hereunder, with or without prior notice. Furthermore, if You fail to comply with any of the terms or the Agreement, then any rights afforded to You hereunder shall terminate automatically, without any notice or other action by GroupCollect. Upon termination, You shall cease all use of the Services and uninstall the Services.

You may terminate the Agreement without prejudice to any other remedy You may have, in the event of a material breach of the Agreement which is not remedied within 15 days. Termination shall not relieve Your obligation to pay all amounts which are due and payable or which You have agreed to pay.

Upon termination of this Agreement, You shall cease using the Services and promptly delete the service and return all copies of the Services, and all other Confidential Information in Your possession or control. You shall delete all copies of the Services and all other Confidential Information residing in- on- or off- line computer memory, and destroy all copies of said material.

The Merchant agrees to enter into agreements with third parties enabling GroupCollect to provide the Services and the System for the Merchant. The Merchant shall bear the costs associated with procuring and maintaining such third-party agreements. The Merchant acknowledges and agrees that GroupCollect does not have the authority to negotiate, facilitate or allow changes to these agreements.

Payment processing services for GroupCollect are provided by Stripe, Inc. ("Stripe") and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these terms or continuing to use GroupCollect’s service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of GroupCollect enabling payment processing services through Stripe, you agree to provide GroupCollect accurate and complete information about you and your business, and you authorize GroupCollect to share it and transaction information related to your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third-party processing fees apply in addition to any service fee. GroupCollect is not responsible for the performance of any third-party credit card processing or third party payment services. You expressly understand and agree that the GroupCollect shall not be liable for any payments and monetary transactions that occur through Your use of the Service.

This agreement incorporates GroupCollect’s Privacy Policy can be found on our website https://groupcollect.com/privacy.

If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

Subject to the limitation on the transferability of this License contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

Any dispute, controversy or claim arising out of or relating in any way to the Agreement including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of the agreement including these terms, shall be exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be three. The place of arbitration shall be Florida. Florida law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after one year from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.

It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty days from the date the arbitrators are appointed. The arbitrators may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.

The Parties shall not be entitled to discovery in the arbitration except that any Party shall be entitled to request no more than 500 pages of documents and to take two depositions not to exceed eight hours for each such deposition. Any Party shall be entitled to depose any expert who will testify in the arbitration proceeding but shall pay the regular hourly rate of such expert during such deposition.

The Parties shall exchange a copy of all exhibits for the arbitration hearing and shall identify each witness who will testify at the arbitration, with a summary of the anticipated testimony of such witness ten days before the arbitration hearing.

The arbitrators shall have no authority to award punitive/consequential/special/indirect damages. The arbitrators shall be entitled to issue injunctive and other equitable relief.

The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne by the unsuccessful party, as determined by the arbitrators, and shall be awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction. This Section shall survive the termination or cancellation of this Agreement.

This Agreement shall be governed by and construed under the laws of the State of Florida (without regard to conflict of laws principles), all rights and remedies being governed by said laws. GroupCollect and Merchant hereby submit to the exclusive jurisdiction of state and federal courts located in Florida.

In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

Sections 7 ,8, 9, and 10 shall survive the termination of this Agreement for any reason.

This Agreement comprises the agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings, and all other agreements, oral and written between the parties relating to the Agreement.

By creating an account on GroupCollect (hereafter referred to as the “Company"), you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By creating an account, you consent to be legally bound by this Agreement's terms and conditions. You further agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide the Company, or in accessing or making any transaction regarding any agreement, acknowledgment, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as "E-Signature"), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and the Company. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature in obtaining an account with the Company constitutes your agreement to be bound by the terms and conditions of the Company’s Terms of Service and Privacy Policy as they exist on the date of your E-Signature.

You specifically agree to receive and/or obtain "Electronic Communications” from the Company. The term "Electronic Communications" includes, but is not limited to, any and all current and future notices and/or disclosures that various federal and/or state laws or regulations require that we provide to you, as well as such other documents, statements, data, records and any other communications regarding your relationship to the Company. You acknowledge that, for your records, you are able to retain the Company’s Electronic Communications by printing and/or downloading and saving this Agreement and any other agreements and Electronic Communications, documents, or records that you agree to using your E-Signature. You accept Electronic Communications provided via your account with the Company as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep.

You may request a paper version of an Electronic Communication. You acknowledge that the Company reserves the right to charge you a reasonable fee for the production and mailing of paper versions of Electronic Communications. To request a paper copy of an Electronic Communication contact us at help@groupcollect.com.

You have the right to withdraw your consent to receive/obtain communications via your account with the Company at any time. You acknowledge that the Company reserves the right to restrict or terminate your access to your account with the Company if you withdraw your consent to receive Electronic Communications. If you wish to withdraw your consent, contact us at help@groupcollect.com.

Valid and current email address, notification and updates Your current valid email address is required in order for you to obtain Electronic Communications from the Company. You agree to keep the Company informed of any changes in your email address. You may modify your email address by logging into your account on the Company’s website. The Company may notify you through email when an Electronic Communication or updated agreement pertaining to your account is available. Hardware, software and operating system

You are responsible for installation, maintenance, and operation of your computer, browser and software. The Company is not responsible for errors or failures from any malfunction of your computer, browser or software. The Company is also not responsible for computer viruses or related problems associated with use of an online system.

We require, at minimum, a functioning modern web browser that was released in the past two years (such as a recent version of Microsoft Edge, Google Chrome, Mozilla Firefox, or Safari) running on an up-to-date operating system (such as Windows 10, OS X Mojave, etc). Unsupported browsers may not receive full functionality of the product.

For example, we support Apple's Safari browser on macOS Mojave or High Sierra (both updated within the past two years), but not Internet Explorer on Windows 8, as Internet Explorer is no longer supported or being updated by Microsoft.

This Agreement supplements and modifies other agreements that you may have with the Company. To the extent that this Agreement and another agreement contain conflicting provisions, the provisions in this agreement will control (with the exception of provisions in another agreement for an electronic service which provisions specify the necessary hardware, software and operating system, in which such other provision controls). All other obligations of the parties remain subject to the terms and conditions of any other agreement.

It is recommended that you print a copy of this Agreement for future reference.