Merchant Agreement

This Agreement applies toand governs Merchant's access to and use of the Services, Hardware, andProfessional Services ordered by Merchant under an Order. The Services mayinclude, but may not be limited to, (a) mobile and web applications for use byMerchant’s Employees and Customers to place orders and process Payments; (b)processing of Payments and facilitating payment of Net Sales Proceeds toMerchant’s Bank Account; (c) providing Merchant with certain reporting on itssales and activities; and (d) working with Merchant with respect to anyCustomer inquiries related to Payments or placing orders, in each case underMerchant’s Moovs Account.

2.1. Subject to Merchant’s compliancewith the terms and conditions of this Agreement, Moovs grants to Merchant alimited, non-transferable, non-sub-licensable, non-exclusive, revocable licenseduring the Term to permit Employees to access and use the Services solely andexclusively for Merchant’s internal business purposes. The Services are licensed,not sold, and Merchant acknowledges that it does not acquire any license to usethe Services in excess of the scope and duration of the license to the Servicesspecified in this Agreement. This license does not grant to Merchant or anyother party any right to copy, modify, enhance, or transfer the Services orotherwise disclose any Confidential Information disclosed by Moovs to any thirdparty, including without limitation any Intellectual Property Rights (as morefully described in Section 5.1 below).
                      
2.2. Merchant is (a) solely responsible for maintaining the security and control of its premises, equipment (including Hardware and associated firmware), and username(s) and access passwords to its Moovs Account; and (b) fully liable for all activity of its Employees and Customers that occur under its Moovs Account, whether authorized by Merchant or not.Merchant agrees to immediately notify Moovs if it becomes aware of any unauthorized activity under its Moovs Account and will cooperate with Moovs to prevent any further unauthorized activity. Furthermore, regarding Hardware being shipped to the Merchant, Merchant agrees that change of title and ownership, and risk of loss, shall transfer to Merchant at the point of shipment.
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2.3. As part of the Services, Moovs may provide access to the Moovs Platform, including certain Moovs Apps. WhenEmployees download or use the Moovs Platform or any Employee-facing Moovs App,Merchant must ensure its Employees read and agree to the End User LicenseAgreement on their own behalf or on behalf of Merchant, as applicable, which protects Moovs’s rights in the Services and allows use of the applicable Moovs App only for the purposes of Merchant (including its Employees) accessing and using the Services in accordance with this Section 2 and Section 4 below.Merchants who elect to use Moovs Digital Ordering Services will be subjected to the Moovs Digital Ordering Terms.                  
   
2.4. As part of the Services, Moovs may from time to time communicate with Merchant using the contact methods provided by Merchant at the time of application and/or during Merchant’s use of the Services,Hardware or Professional Services. Merchant expressly agrees that if it or any of its Employees provide a mobile phone number or email address to Moovs, Moovs is authorized to contact Merchant or Employees, including without limitation at that number or email address using autodialed or prerecorded message calls or text messages in order to provide transactional, servicing, and account-related messages to Merchant.

If Merchant orders anyProfessional Services under an Order, then, upon request from Moovs, Merchant will promptly provide Moovs with any information, resources and assistance required by Moovs to enable the implementation of the Services or ongoing provision of the Services for Merchant’s purposes as described on the Order and, if applicable, to provide training to the Employees. Any dates specified in an Order are estimates only and are contingent upon Merchant’s timely compliance with its obligations relative to such implementation and anydependencies on Merchant’s performance. If, and to the extent of, any defaultor breach on the part of Moovs under this Agreement that is caused in whole orin part as a result of Merchant’s failure to timely perform its obligationsunder this Agreement, then Moovs shall be entitled to relief from all liabilitywith respect to such failure or delay, and may, in its sole discretion,terminate this Agreement, or any part thereof, upon five (5) days’ priorwritten notice to Merchant.

4.1. Neither Merchantnor its Employees will, directly or indirectly: (a) reverse engineer,decompile, disassemble or otherwise attempt to discover the source code, objectcode or underlying structure, ideas or algorithms of the Services; (b) modify,translate, or create derivative works based on the Services; or copy (exceptfor archival purposes), rent, lease, distribute, pledge, assign, or otherwisetransfer or encumber rights to the Services; (c) use or access the Services tobuild or support, and/or assist a third party in building or supporting,products or services competitive with the Services; (d) remove or obscure anyproprietary notices or labels from the Services; (e) use the Services for anyfraudulent undertaking or in any manner that could damage, disable, overburden,impair or otherwise interfere with Moovs's provisioning of the Services(including but not limited to the use of automated systems or software (e.g.screen scraping) to extract data from the Moovs Platform or other aspects ofthe Services); (f) violate or breach any operating procedures, requirements orguidelines regarding Merchant’s use of the Services that are posted on orthrough the Moovs Platform or otherwise provided or made available to Merchant,including, without limitation, any action or inaction taken contrary to therequirements of PCI-DSS; (g) alter, distribute, license, resell, transfer,assign, rent, lease, timeshare or otherwise commercially exploit the Servicesto any third-party or provide it as a service bureau; (h) conduct anypenetration or vulnerability testing on the Service or Moovs’s network; or (i)copy any features, functions, text or graphics of the Services, includingwithout limitation, the structure, sequence or organization of the userinterface of the Moovs Platform.4.2. Merchantrepresents, warrants and covenants that (a) any sales transaction submitted byMerchant will represent a bona fide sale of goods or services by Merchant to aCustomer; (b) any sales transactions submitted by Merchant will accuratelydescribe the goods and/or services sold and delivered to a Customer; (c)Merchant will fulfill all of its obligations to each Customer for whichMerchant submits a transaction and will resolve any consumer dispute orcomplaint directly with Customer; (d) Merchant and all transactions initiatedby Merchant will comply with Applicable Law and Rules; (e) except in theordinary course of business, no sales transaction submitted by Merchant throughthe Services will represent a sale to any principal, partner, proprietor, orowner of Merchant’s entity; (f) neither Merchant nor any of its Employees shallretain or store any portion of the magnetic-stripe data subsequent to theauthorization of a sales transaction, nor any other data prohibited byApplicable Law and Rules, or this Agreement, or engage in the unauthorized use,transfer or disclosure of the same; (g) Merchant’s use of the Services will bein compliance with this Agreement; and (h) Merchant has put in placeappropriate policies as well as technical, organizational and administrativesecurity controls to safeguard Personal Information as well as other dataassociated with the Services, the Hardware and Merchant’s obligations underthis Agreement. Except as otherwise permitted by Moovs in writing, the paymentprocessing portion of the Services may only be used in the United States ofAmerica; provided, that Moovs reserves the right to restrict Merchant’s abilityto accept certain Card payments in United States territories. As such, Merchantmay not export or otherwise make available the payment processing portion ofthe Services directly or indirectly, outside of the United States of America,and Merchant acknowledges that the Services may be subject to exportrestrictions imposed by Applicable Law and Rules, including U.S. ExportAdministration Regulations (15 C.F.R. Chapter VII). Merchant acknowledges andagrees that Merchant is solely responsible for its own compliance withApplicable Law and Rules.4.3. Merchant will usethe Services only for its management and operation of its own business, and notfor any business, services or offerings of non-affiliated third-parties.Without limiting the generality of the foregoing, Merchant will not act as a paymentintermediary or aggregator on behalf of any third-party. This means thatMerchant may not use the Services to handle, process or transmit funds for anythird party. Merchant is also prohibited from using the Services to processcash advances or cash-back transactions.4.4. Moovs will reviewthe information that Merchant submits via an Order Form, in connection withMerchant’s request to sign up for the Services, and Moovs will forward suchinformation to its payment provider(s). Merchant hereby agrees that Moovs mayshare information about Merchant and Merchant’s Bank Account with its paymentprovider(s) for the purpose of providing the Services to Merchant or with otherthird parties for validation purposes. Once Merchant submits its Order Form,which includes the merchant application, Moovs or its payment provider(s) mayconclude that Merchant is not permitted to use the Services, in which case Moovsmay decide in its sole discretion to discontinue entering into an Agreementwith Merchant, or if an Agreement has already been formed, may immediatelyterminate this Agreement. Merchant shall ensure any information it hasprovided, including information regarding its Merchant Bank Account, is up todate at all times, shall notify Moovs immediately of any changes thereto andauthorizes and instructs Moovs to share any such changes with its paymentprovider(s).                      4.5. Merchant willprovide information requested by Moovs, in connection with Merchant’sapplication or ongoing business thereafter, within five (5) business daysfollowing such request (unless required sooner under Applicable Law and Rulesor by Moovs’s payment provider(s)), including without limitation invoices fromsuppliers, government-issued identification or a business license. Merchantmust also provide Moovs with access to inspect Merchant’s business location(s)upon request. Merchant, each of its then-current beneficial owners (i.e.,persons who directly or indirectly have greater than a 25% ownership stake inMerchant), and its then-current designated control person (i.e., an individualhaving significant responsibility to control, manage or direct Merchant), eachauthorize Moovs to obtain – and will provide to Moovs upon request –identity-verifying information about Merchant, beneficial owners, and suchdesignated control person from time to time, including documentation asnecessary, consumer reports on Merchant and such beneficial owners anddesignated control person, including information relative to criminal history,or any other information necessary to comply with the requirements of the BankSecrecy Act, as amended by the US PATRIOT Act of 2001, or as otherwise amended,modified, or replaced from time to time, as well as requirements of the Officeof Foreign Assets Control.4.6. Moovs may performmaintenance on the Services from time to time, which may result in serviceinterruptions, delays, errors or bugs. Moovs will not be liable for any suchinterruptions, delays, errors or bugs. Moovs may contact Merchant in order toassist Moovs with the Services and obtain information needed to identify andfix any errors.4.7 Merchant may accessthe Services only through devices identified by Moovs as compatible with andcapable of accessing or supporting the Services using a wired or wirelessconnection to the internet. The Services do not function with every device andmay only be used on approved Moovs Hardware. Moovs may alter which devices areapproved as compatible with the Services in Moovs’s discretion from time totime, provided that Moovs will give Merchant reasonable notice unless suchchange is at the direction of a payment provider or regulator or due to achange in Applicable Law or Rules. Merchant is (a) solely responsible for thepayment of any fees that may be imposed by its internet and/or data providerand (b) its use of the Services accessed via the internet is subject to theterms of any agreements in place with such internet and/or data provider andavailability and uptime of those services and wireless equipment. Moovs doesnot warrant, endorse, guarantee, or assume responsibility or liability for anyproduct or service advertised or offered by a third party.4.8. Merchant willcomply with the following requirements in connection with its use of theServices: (a) with respect to each Customer who requests the delivery oftransaction receipts via text message or email, such Customer must individuallyenter his or her Customer Data in the appropriate space displayed on theapplicable device; Merchant and/or Employees are NOT permitted to add ormodify any Customer Data (including but not limited to phone number and emailaddress) on behalf of a Customer unless requested by the Customer; (b) anycommunications provided to Customers as part of the Services (e.g. marketing,enrollment in a loyalty program) who desire to receive marketing material,enroll in a loyalty program, or otherwise receive communications from Merchantas part of the Services, must have provided their contact information as partof the Services and have consented to these communications as required byApplicable Law; Merchant and/or Employees are NOT permitted to add or modify aCustomer's consent indication on his or her behalf unless specificallyrequested by Customer; (c) Merchant shall not send any communications,including transactional or commercial messages, to Customers in violation ofApplicable Law and Rules, including without limitation the Telephone ConsumerProtection Act of 1991, the CAN-SPAM Act (2003) and Canada's anti spamlegislation contained in An Act to promote the efficiency and adaptability ofthe Canadian economy by regulating certain activities that discourage reliance onelectronic means of carrying out commercial activities, and to amend theCanadian Radio-television and Telecommunications Commission Act, theCompetition Act, the Personal Information Protection and Electronic DocumentsAct and the Telecommunications Act (as the same may be amended, modified, orreplaced); (d) if Merchant is located in Canada and its loyalty programincludes points used by passengers to purchase goods or services from Merchant,Merchant may not terminate the points under such program by the passing of timealone unless the goods or services obtained through such points are,individually, worth less than $50 Canadian; (e) to the extent required byApplicable Law and Rules, if Merchant amends or terminates its loyalty program,Merchant will provide reasonable notice of such change or termination of itsloyalty program to passengers; and (f) to the extent required by Applicable Lawand Rules, if Merchant terminates its loyalty program, Merchant will notreinstate its loyalty program within a year of such termination unless it hasretained sufficient information to reinstate the points of any priorparticipant in its terminated program. Merchant agrees to send anycommunications, including transactional or commercial messages, to Customers ina manner consistent with the purposes for which the Customer has providedconsent or has provided their information.4.9. Merchant will abideby Moovs’s Community Philosophy. Moovs will not tolerate threats, harm, orintimidation tactics towards Moovs employees - whether actual, veiled, orimplied – including without limitation, derogatory or degrading language,threats, bullying, harassment, and/or intimidation.

4.10. Where applicable, Merchant will hold an active Softwaresubscription license for all Hardware devices. In the event that Merchant doesnot have an active Software subscription license for all Hardware devices, Moovsshall have the right, in its sole discretion, to (i) either deactivate suchdevices or begin charging Merchant the applicable Software Fees for suchdevices, and (ii) irrespective of whether the devices are deactivated perclause (i), to charge Merchant for any historical Software Fees that would havebeen due by Merchant to Moovs for use of these devices.                      

5.1. As between theparties, Moovs (and/or its licensors) retains all rights, title and interest(including all worldwide Intellectual Property Rights) in and to the Services,Hardware, and Professional Services, including all derivatives, updates,modifications, upgrades, enhancements, extensions, or improvements thereof, aswell as any new features and functionality thereto. Merchant may voluntarilysubmit Feedback at any time. Merchant hereby irrevocably assigns and transfersto Moovs all right, title and interest (including all worldwide IntellectualProperty Rights) in and to the Feedback and acknowledges that Moovs is free touse, disclose, reproduce and otherwise exploit any and all Feedback provided byMerchant or any Employee relating to the Services, Hardware, or ProfessionalServices in Moovs’s sole discretion, entirely without obligation or restrictionof any kind. Any rights not expressly granted herein are reserved by Moovs. 5.2. Merchant owns allMerchant Data. Merchant hereby grants to Moovs a non-exclusive, royalty-free,fully paid up, and worldwide license to use, copy, modify (including the rightto create derivative works of), display and transmit Merchant Data solely inconnection with the Services including the development of potential offeringsor other future products and services under consideration by Moovs (whetherdeveloped independently by Moovs or through a third party). Merchant is solelyresponsible for the accuracy, quality, content and legality (includingcompliance with all Applicable Law and Rules) of Merchant Data, the means bywhich Merchant Data is acquired, and any transfer and use of Merchant Dataoutside of the Services by Merchant or any third party authorized by Merchant.Merchant represents, warrants and covenants that it has all rights necessary toupload the Merchant Data to the Services and to otherwise have such Merchant Dataused or shared, as applicable, by Moovs in relation to the Services. Merchantwill not upload or store any data or materials containing any such informationin violation of this Section.                      5.3 Merchantacknowledges and agrees that, in the course of providing the Services toMerchant, both Moovs and Merchant will collect, store and use Customer Data. Tothe extent Merchant’s use of the Customer Data is outside the scope describedin this Agreement or within Moovs’s Privacy Statement, Merchant shall be solelyresponsible for putting in place any additional controls (e.g. notice, consent)and governance in relation to such use. Each Party’s use of Customer Data shallbe in compliance with the Applicable Law and Rules.5.4. Notwithstandinganything to the contrary in this Agreement, Moovs may create anonymized oraggregated data from Merchant Data, Customer Data and/or Personal Informationthat does not identify Merchant, any Customers or any Employees or any otheridentifiable individual. Such aggregated or de-identified data may include dataanalysis across Moovs, itsmerchant customers and partners and may be used forany lawful purposes, including, to use, disclose, compile, distribute andpublish anonymous statistical or analytical data regarding the performance,provision, and operation of the Hardware or Services, the development of newproducts or services or otherwise. Upon creation, as between Merchant and Moovs,Moovs shall own and retain all Intellectual Property Rights in and to suchanonymized or aggregated data entirely without obligation to Merchant orrestriction of any kind.5.5. Merchant herebygrants Moovs a non-exclusive, royalty-free right and license to use and displayMerchant’s Marks on its website, marketing collateral and other publicdisclosures, or to otherwise identify Merchant as a customer of Moovs. Moovsobtains no rights in the Merchant Marks except for the limited right describedin this sub-Section, and Merchant retains all right, title and interest in andto the Merchant Marks. All use of the Merchant Marks by Moovs will inure toMerchant.  

5.6. Merchant agrees and acknowledges that any use or display by Merchantof a trademark or other mark owned by the Payment Network(s) shall comply withthe rules and regulations issued by such Payment Network and shall cease use ofand remove all such trademark(s) from display upon termination of thisAgreement.

6.1. Merchant will pay all Fees set forth in eachOrder. All Fees are non-cancelable and non-refundable, except as otherwiseprovided for herein. Merchant will pay all Fees in U.S. Dollars or in suchother currency as agreed to in writing by the parties.6.2. Merchant’s Fees for Software will remain unchangedduring the Initial Term of this Agreement. Moovs reserves the right to change(i) Card processing rates and other non-Software Fees at any time during theTerm upon thirty (30) days’ prior written notice to Merchant, and (ii) any Feesat the beginning of, or at any time during, a Renewal Term upon thirty (30)days’ prior written notice to Merchant. In each case, such notice will includethe effective date of the change(s). If Merchant does not accept such change(s)made pursuant to this Section 6.2, then Merchant shall provide Moovs withwritten notice, prior to the effective date of such change(s), that: (a) in thecase of a non-Software Fee increase or a Fee increase for any Softwaresubscription module (other than Moovs’s monthly POS core tablet subscription),Merchant has elected to remove such applicable non-Software product or serviceor the Software subscription module that is subject to the Fee change; or (b)in the case of a change in Card processing rates or in the Fee for Moovs’smonthly POS core tablet subscription, Merchant has elected to terminate thisAgreement. If Merchant does not provide written notice pursuant to theimmediately foregoing sentence, or if Merchant otherwise continues to use theapplicable Services subsequent to the effective date of any change in Feesand/or Card processing rates, then Merchant shall be deemed to have acceptedsuch change(s). In the event of a termination by Merchant pursuant to clause(b) of this Section 6.2, the Early Termination Fee under Section 8.4 shall notapply (other than the processing fee for Software financing). In the eventMerchant elects to remove a product, service or module or to terminate theAgreement pursuant to Section 6.2(a) or Section 6.2(b), any amounts prepaid by Merchantas of the date of such removal or termination shall be non-refundable. Notwithstanding anything to the contrary in thisSection 6.2, in the event that Moovs permits Merchant to modify an Order toremove a product, service or module at any time during the Term (other than inconnection with a price increase by Moovs as set forth in the immediatelyforegoing paragraph), Moovs shall have the right to update pricing across theMerchant’s remaining products, services or modules.                      6.3. All amounts invoiced hereunder are due and payableas specified in the applicable Order. In the event that Moovs inadvertently didnot provide Merchant with an invoice, the invoice provided by Moovs reflectedincorrect amounts owed by Merchant, or Merchant did not otherwise receive aninvoice from Moovs, Merchant is still responsible for paying any Fees and/orother amounts due based on Services provided. Unpaid Fees that are not thesubject of a written good faith dispute are subject to a finance charge of 1.5%per month, with interest compounding monthly, (or 19.56% annually) on anyoutstanding balance, or the maximum permitted by Applicable Law and Rules,whichever is lower, plus all reasonable expenses of collection, includingreasonable attorneys’ fees and costs. Such unpaid invoices, finance charges andexpenses may be deducted from the deposit of any Net Sales Proceed underSection 5 of the Payment Processing Terms. Without prejudice to any right toset-off which Moovs may be entitled to as a matter of law, Moovs may set-offany amounts due to Merchant, including any Net Sales Proceeds, against anyamounts owed or other liabilities of Merchant, now or at any time hereafterdue, owing or incurred by Merchant to Moovs under this Agreement.6.4. All Fees are exclusive of applicable Taxes, orsimilarly-related assessments or charges. Merchant will be responsible for, andagrees to pay, all applicable sales, use, excise, personal property, services,value added taxes, taxes of a similar nature, and final withholding taxes(excluding personal property and capital taxes on items owned and used by Moovsand excluding taxes based on Moovs’s net income all of which shall be borne by Moovs),imposed by any governmental authority having jurisdiction on any items, goodsand/or Services being paid for by Merchant hereunder.Moovs may charge Taxes, as required by law, whichMerchant agrees to pay, unless Merchant provides Moovs with valid exemptiondocumentation satisfying applicable legal requirements of the relevant taxauthority. Tax exemption will only apply from and after the date Merchantprovides exemption documentation satisfactory to Moovs. Taxes shall not bededucted from the payments to Moovs, except as required by law, in which caseMerchant shall increase the amount payable as necessary so that after makingall required deductions and withholdings, Moovs receives and retains (free fromany Tax liability) an amount equal to the amount it would have had no suchdeductions or withholdings been made.                      Merchant is responsible for determining and fulfillingits obligations under Applicable Law and Rules to report, collect, and remitany applicable Taxes, duties, or other governmental fees on the sale ofMerchant’s products and services, payments received, or any other transactionsarising from or out of Merchant’s use of the Services. Moovs makes norepresentation or warranty that the Services, Hardware, or ProfessionalServices will enable Merchant to meet the tax requirements applicable toMerchant in a specific jurisdiction. In certain jurisdictions, Moovs may berequired to collect and remit state and local sales, use, or similar taxes fromthe Customer on behalf of Merchants and remit such taxes directly to the taxauthority under state or local laws in Marketplace FacilitatorJurisdictions. In Marketplace Facilitator Jurisdictions, Moovs will informMerchant that Moovs will remit any applicable taxes to the tax authority, tothe extent required under the law, and Moovs will be relieved of anyresponsibility to remit such Taxes to Merchant. Any Taxes that Moovs is notrequired to collect and remit on behalf of Merchants in the MarketplaceFacilitator Jurisdictions and non-Marketplace Facilitator Jurisdictions willremain the responsibility of the Merchant and Merchant will be responsible forremitting such Taxes to the appropriate tax authorities.                      Moovs may be obligated under Applicable Law and Rules,including tax laws, to report Required Tax Reporting to tax authorities and/orwith respect to Merchant’s use of the Services. Upon request, Merchant shallprovide Moovs with the necessary information, or other reasonable assistance asappropriate to the request, so that Moovs can comply with all applicable taxcompliance or reporting requirements. Merchant acknowledges that Moovs willreport to the applicable tax and revenue authorities the Required TaxReporting. Merchant agrees to cooperate in good faith in response to any taxauthority inquiry, audit, controversy, and/or examination for purposes ofsubstantiating and documenting Taxes collected and remitted pursuant to salesunder this Agreement.6.5. Moovs may report annually to the Internal RevenueService and applicable state tax authorities as required by Applicable Law andRules, Merchant’s name, address, telephone number, Tax Identification Number(including, but not limited to a Social Security Number (SSN), or EmployerIdentification Number (EIN)), applicable IRS account numbers, the total grossdollar amount of the Payments Merchant receives in a calendar year, and thetotal gross dollar amount of the Payments Merchant receives for each month in theapplicable calendar year, without regard to adjustments for applicable credits,cash equivalents, discount amounts, fees, refunded amounts, or any otheramounts, the dates of any transactions, designated merchant category codes,applicable backup withholding details. Such criteria and thresholds noted abovemay vary, depending on Applicable Law and Rules. Merchant further acknowledgesand agrees that Moovs may take action in accordance with Applicable Law andRules, including initiating backup withholding, when appropriate.6.6. If Merchant financed its original license of theSoftware during the Initial Term, then upon the first Renewal Term and for eachRenewal Term thereafter, Merchant’s payment terms for Software Fees shallrevert to billed monthly in advance. If Merchant elects to finance Hardwarethrough a third-party lender and, either (a) fails to consummate the financingtransaction with such lender, or (b) due to Merchant's default or any otherpurpose, Moovs purchases the related credit agreement from such lender, thenMerchant's payment terms shall revert to billed monthly in advance until thecredit obligation has been paid in full or no further payments are due. In anyevent, Moovs shall collect monthly payments due via ACH debit from Merchant’sBank Account.6.7. If Merchant elects to purchase Services through aPay-as-you-go Subscription, Merchant acknowledges that the Fee offered willconstitute and be comprised of Fees for Software and Card processing rates,except as otherwise disclosed in this Agreement or in other applicable terms.Pay-as-you-go subscriptions may be subject to an inactivity Fee, whichwill be assessed in the event Merchant fails to meet required Card processingminimums. Pay-as-you-go subscriptions do not constitute an offer of credit, nordo they constitute an equipment lease or loan for goods or services provided.Except as otherwise provided in this Agreement, or expressly stated in anyother applicable terms, Moovs shall enforce Merchant’s liability forPay-as-you-go Platform Fees consistent with sub-Section 6.3 herein, and shallnot seek recourse against Hardware purchased in a Pay-as-you-go Order.6.8. Merchant shall provide Moovs with a method ofpayment for debits (charges), and a method of receiving payments for credits(reimbursements), associated with Fees or other amounts owing for Services in aform acceptable to Moovs, which may include a bank account and/or a debit orcredit card. Merchant authorizes Moovs to store bank account information andpayment card information provided by Merchant for any use authorized byMerchant, as permitted by this Agreement, or as permitted by any otheragreement as between Merchant and Moovs. Merchant represents that the paymentmethod provided is owned by the Merchant, established and used for businesspurposes, and is held by a financial institution in the Merchant's country anddenominated in the local currency. You may update or cancel this authorizationany time within Moovs systems or by contacting Moovs’s support team at MoovsCentral located at central.Moovstab.com. This authorization will remain ineffect until updated or canceled. The withdrawal of any authorization does notaffect the validity of the storage or use by Moovs of bank account or paymentcard information prior to the withdrawal of the authorization.

7.1. Payment ProcessingTerms are located at the link set forth in the Definitions Section.

8.1. The initial term of this Agreement will commenceupon the earlier of: (i) the Contract Start Date (as defined in the Order), or(ii) the Go- Live Date and, unless terminated earlier as set forth in thisAgreement, shall remain in full force and effect for the remainder of theinitial term outlined in the Order (the “Initial Term”). Thereafter, the termof this Agreement with respect to such applicable Order(s) shall automaticallyrenew for successive one (1) year periods (each a “Renewal Term”; collectively,the Initial Term and any subsequent Renewal Term(s) shall be referred to as the“Term”); provided, however, that any Renewal Term shall be subject to the termsof the then-current version of the Merchant Agreement as in effect on the datesuch Renewal Term commences (and upon commencement of a Renewal Term, anyspecial terms or promotions previously offered by Moovs to Merchant shall nolonger be valid) and further provided that either party may terminate an Order,and this Agreement with respect to such Order, by providing at least thirty(30) days’ written notice of its intent not to renew prior to the end of thethen-current Term. Merchant hereby acknowledges and agrees that Merchant isresponsible to review the Merchant Agreement for updates prior tothe commencement of any such Renewal Term, and agrees that entering suchRenewal Term confirms Merchant's consent to the terms of the Merchant Agreementas then in effect, provided, however, that either party may terminate an Order,and this Agreement with respect to such Order, by providing at least thirty(30) days’ written notice of its intent not to renew prior to the end of thethen-current Term. 8.2. Moovs may suspendMerchant's username and password, Moovs Account and access to the Services,and/or may terminate this Agreement upon written notice to Merchant in theevent any of the following occur: (a) Merchant fails to make any payment duewithin thirty (30) days; (b) Merchant provides any inaccurate, untrue orincomplete information or fails to comply with the Moovs Account registrationrequirements, as determined in Moovs’s sole discretion; (c) Moovs determinesthat Merchant is incurring excessive Chargebacks; (d) Merchant violatesSections 2, 4, 7 or 12; (e) any agreement between Moovs and a payment providerpursuant to which Moovs is authorized to provide access to payment processingservices terminates or expires; (f) (1) Moovs determines in its discretion thatany change to, clarification or interpretation by a regulatory authority orPayment Network of, or enactment of any Applicable Law and Rules, would renderany portion of the Services illegal, otherwise have a material adverse effectupon the Services or a party, or pose unreasonable risk to Moovs or (2) Moovsis directed to terminate this Agreement or the Services by a regulatoryauthority, payment provider or a Payment Network or (g) for any reason uponninety (90) days’ prior written notice to Merchant. As determined it its solediscretion, Moovs, its payment provider(s), and/or one or more PaymentNetwork(s) may terminate this Agreement immediately and without notice for anysuspected issues that could potentially cause a violation of this Agreement,the Payment Network rules, any law or regulation, or may impose a potentialsecurity threat, data breach, fraud or other crime, or damage to the PaymentNetwork(s).8.3. In the event of amaterial breach of this Agreement by either party, the non-breaching party willhave the right to terminate the applicable Order(s), and/or this Agreement forcause if such breach has not been cured within thirty (30) days of receipt ofwritten notice from the non-breaching party specifying the breach in reasonabledetail and the remedy being sought. In the event Merchant terminates thisAgreement due to Moovs’s uncured breach, Merchant shall be entitled to a prorata refund of any Software Fees paid for Services not delivered as of the dateof termination, to the extent such Software Fees have been paid in advance.8.4. Upon the EffectiveDate, Merchant agrees to pay Moovs all Hardware and Software Fees, plusapplicable Taxes, indicated in each applicable Order, for the total number ofLocations indicated therein, and for the entire duration of the Term. Unlessotherwise agreed to by Moovs, Merchant acknowledges and agrees that it mayterminate this Agreement at any time following the Effective Date, providedthat Merchant shall remain responsible for payment of all Fees for Servicesprovided by Moovs through the effective date of termination. Additionally,Merchant shall incur and pay (a) an early termination fee equal to either (i)the remaining Fees for Software Subscription Fees that would have otherwisebeen due for the remainder of the then-current Term, or ii) fora Pay-as-you-go subscription, one-hundred and fifty dollars ($150.00)multiplied by the number of months remaining in the then-current Term, asapplicable (“Early Termination Fee”), and (b) any applicable processing feerelated to Software financing. 8.5. Upon anytermination or expiration of an Order and/or this Agreement, Merchant's rightto access and use the Services covered by the applicable Order(s) willterminate. Upon any such termination or expiration, all Sections of thisAgreement which by their nature should survive termination or expiration willsurvive, including without limitation, the following Sections: Section 17(Definitions), Section 4 (Usage Restrictions), Section 5 (Ownership; MerchantData, Customer Data & Trademarks), rights to any payments of Fees or NetSales Proceeds earned up to the date of termination, Section 9 (Disclaimer ofWarranties), Section 10 (Limitation of Liability), Section 12 (ConfidentialInformation), Section 14 (Notices) and Section 16 (General Provisions). Notwithstandingthe foregoing, at Merchant's request if received within thirty (30) days oftermination of the Order or Agreement for any reason other than termination by Moovsfor Merchant’s uncured material breach, to the extent Merchant is otherwiseunable to access the information itself, Moovs will permit Merchant to accessthe Services solely and exclusively to the extent necessary for Merchant toretrieve a copy of Merchant Data, Customer Data, and any other data, materials,and information collected by the Merchant as part of the Services and containedin Merchant’s Moovs Account. Subject to the Payment Processing Terms, Merchantacknowledges and agrees that Moovs has no obligation to retain Merchant Dataand that Moovs will have the right to irretrievably delete and destroy MerchantData after thirty (30) days following the termination of this Agreement.Merchant agrees it will continue to permit Moovs access to Merchant’s BankAccount until all amounts due under this Agreement are paid in full.

9.1. Each partyrepresents and warrants to the other party that it has the power and authorityto enter into this Agreement.9.2. Merchantrepresents, warrants and covenants to Moovs that (a) it is a legal resident of,or is a business entity authorized to conduct business in, any jurisdiction inwhich it operates; (b) the name identified by Merchant when Merchant registeredis its legal name or business name under which it sells goods and/or services;and (c) the taxpayer identification number identified by Merchant is its legaltaxpayer identification number.9.3. Limited Warrantyand Return Policy. Moovs represents, warrants and covenants to Merchant that,during the Term, the Services will materially conform to the printed anddigital instructions, on-line help files, technical documentation and usermanuals for the Services provided by Moovs to Merchant, as the same may beupdated by Moovs from time to time in the ordinary course of business (togetherthe “Specifications”). Merchant’s sole and exclusive remedy for Moovs’s breachof this limited warranty is limited to Moovs correcting the Services or, ifsuch correction is not commercially reasonable, termination of this Agreementin connection with Section 8.3 above. Any Hardware sold by Moovs to Merchanthereunder is covered by Moovs’s Limited Warranty Policy                       9.4. Moovs does notwarrant that the Services, which may permit Merchant to process payments or usethe Services on a compatible third-party device, will be compatible with allthird-party devices or carriers. Merchant’s use of the Services may be subjectto the terms of Merchant’s agreements with its third-party device manufacturersand carriers. Such carriers’ normal rates and fees, such as data transfer fees,may apply and Merchant is solely liable for the payment of all such carrierfees. All third party hardware and other products included or sold with theServices are provided solely according to the warranty and other termsspecified by such manufacturer who is solely responsible for service andsupport for its hardware product. For service, support, or warranty assistance,Merchant will contact the manufacturer directly.9.5. EXCEPT FOR THEEXPRESS WARRANTIES SET FORTH HEREIN, MOOVS AND ITS THIRD- PARTY PROVIDERSHEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES,INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUALITY. MOOVS AND ITSTHIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THERELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OFTHE SERVICES OR THE RESULTS MERCHANT MAY OBTAIN BY USING THE SERVICES. WITHOUTLIMITING THE GENERALITY OF THE FOREGOING, MOOVS AND ITS THIRD-PARTY PROVIDERSDO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICES WILLBE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF THE SERVICES WILLMEET MERCHANT'S REQUIREMENTS. MERCHANT ACKNOWLEDGES THAT NEITHER MOOVS NOR ITSTHIRD-PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONSFACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TOLIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCHCOMMUNICATIONS FACILITIES. MOOVS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERYFAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. WITHOUT LIMITING THEFOREGOING, MOOVS DOES NOT WARRANT OR GUARANTEE THAT ANY OR ALL SECURITY ATTACKSWILL BE DISCOVERED, REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANYSECURITY BREACHES BY THIRD PARTIES. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISEBY MOOVS, THE SERVICES ARE PROVIDED TO MERCHANT ON AN "AS IS" BASIS.

10.1. IN NO EVENT WILL MOOVSBE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A)FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (B)FOR LOSS OF USE, INACCURACY, COST OF PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY, LOSS OF PROFITS, DATA OR BUSINESS INTERRUPTION; OR (C)FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, WHETHER OR NOT FORESEEABLE, EVENIF MOOVS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND EVENIF A REMEDY SET FORTH HEREIN HAS FAILED ITS ESSENTIAL PURPOSE.10.2. TO THE MAXIMUMEXTENT PERMITTED BY APPLICABLE LAW AND RULES, MOOVS’S AGGREGATE LIABILITY FORALL CLAIMS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES ACTUALLYPAID BY MERCHANT TO MOOVS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THEDATE OF THE APPLICABLE CLAIM.

11.1 Merchant willindemnify, defend and hold harmless Moovs and its directors, officers,employees, affiliates and agents from and against any and all losses, damages,liabilities, fines, fees, costs, expenses or other amounts whatsoever includingall reasonable legal and accounting fees and expenses and all reasonablecollection costs (including such amounts imposed or assessed by the PaymentNetworks or regulatory authorities) arising from any proceedings, claims,investigations or demands brought by any third party (including PaymentNetworks or regulatory authorities) to the extent resulting from or arising outof (a) Merchant’s use of the Services, other than those attributable to Moovs’sgross negligence or willful misconduct, (b) Moovs’s processing activities onbehalf of Merchant, (c) Merchant’s, or any Employees’, breach ornon-performance of any provision of this Agreement; (d) any Tax assessment or(e) any claims against Moovs related to the use by Moovs of any Merchant Dataor any of Merchant’s intellectual property.

12.1. Each party (the"Receiving Party") understands that the other party (the"Disclosing Party") has disclosed or may disclose ConfidentialInformation relating to the Disclosing Party's business under this Agreement.For the avoidance of doubt, Moovs’s Confidential Information includes theServices, Hardware, and any information relating thereto. The Receiving Partyagrees: (a) to take reasonable precautions to protect such ConfidentialInformation; (b) not to use such Confidential Information except to exerciseits rights or perform its obligations under this Agreement; and (c) not todisclose to any third person any such Confidential Information other than asexpressly permitted in this Agreement. The Disclosing Party agrees that theforegoing obligations will not apply with respect to any ConfidentialInformation that the Receiving Party can document (i) is or becomes generallyavailable to the public by Disclosing Party or a third party not bound by aconfidentiality obligation; (ii) was in Receiving Party’s possession or knownby it prior to receipt from the Disclosing Party; (iii) was rightfullydisclosed to Disclosing Party by a third party not bound by a confidentialityobligation; or (iv) was independently developed without use of any ConfidentialInformation of the Disclosing Party as demonstrated by Receiving Party’swritten records.                      12.2. Notwithstandingany provision of this Agreement to the contrary, either party may disclose theother party’s Confidential Information, in whole or in part (i) to itsRepresentatives who have a need to know and are legally bound to keep suchConfidential Information confidential by written confidentiality obligationsor, in the case of professional advisors, are bound by ethical duties to keepsuch Confidential Information confidential, consistent with the terms of thisAgreement; (ii) as required by law (in which case Merchant shall, if permittedby Applicable Law and Rules, provide Moovs with prior written notificationthereof and the opportunity to contest such disclosure, and shall use itsreasonable efforts to minimize such disclosure in each case to the extentpermitted by applicable law), or (iii) otherwise in accordance with Moovs’sPrivacy Statement. The Receiving Party will remain primarily responsible forany breach of this Section 12 by any of its Representatives with whom it sharesthe other party’s Confidential Information as permitted by this Section 12.2.

Your information, including Personal Information, may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from your jurisdiction.

If you are located outside United States and choose to provide information to us, please note that we transfer the information, including Personal Information, to United States and process it there.

Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

Our Service may contain links to other sites that are not operated by us. If you click on a third party link, you will be directed to that third party's site. We strongly advise you to review the Privacy Policy of every site you visit.

We have no control over, and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

Only persons age 18 or older have permission to access our Service. Our Service does not address anyone under the age of 13 ("Children").

We do not knowingly collect personally identifiable information from children under 13. If you are a parent or guardian and you learn that your Children have provided us with Personal Information, please contact us. If we become aware that we have collected Personal Information from a children under age 13 without verification of parental consent, we take steps to remove that information from our servers.

This Privacy Policy is effective as of October 19, 2016 and will remain in effect except with respect to any changes in its provisions in the future, which will be in effect immediately after being posted on this page.

We reserve the right to update or change our Privacy Policy at any time and you should check this Privacy Policy periodically. Your continued use of the Service after we post any modifications to the Privacy Policy on this page will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Privacy Policy.

If we make any material changes to this Privacy Policy, we will notify you either through the email address you have provided us, or by placing a prominent notice on our website.

If you have any questions about this Privacy Policy, please contact us.