TERMS OF PLATFORM

1. Your Acceptance

Welcome to goscanpay.com (the “Website”), the website and online service of Storepay, Inc. and its affiliates (“ScanPay”, “we”, or “us”). This page explains the terms by which you may use our online service, website, web-based or mobile-based applications and software provided or in connection with the service (collectively the “Platform”). By accessing or using the Platform, you agree to be bound by this Terms of Platform (these “Terms”) and to the collection and use of your information as set forth in the Privacy Policy available at: goscanpay.com/privacy-policy, whether or not you are registered user of our Platform. These Terms apply to all visitors, users, members, contributors and others who access the Platform (“you” or “Merchants”)

In some instances, a separate document that provides additional conditions may apply to a service or product offered via the Platform ("Additional Terms''). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

If you do not agree to the Terms or the Privacy Policy please stop using the Platform immediately.

THESE TERMS CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 13 OR IF YOU OPT-OUT. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS IN SECTION 13 BELOW WHICH ALSO DESCRIBES YOUR RIGHT TO OPT-OUT.
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2. Definitions

Customer means any person who contracts with you for purchase of goods and/or services and makes a payment or remittance thereunder

Customer Payment means the amount paid by the Customer to you, using the Platform, for purchase of goods and/or services as offered by the Merchant.

Transaction means an electronic financial transaction completed with the Platform

3. Use of Platform

Platform in a Snapshot. The ScanPay Platform enables Merchants to request and receive Customer Payment for Customer’s purchase of goods and/or services from Merchant by generating a unique QR code. Merchant may select the preferred payment methods, including credit or debit card, bank transfer or other methods made available on the Platform. Customers may select the

Eligibility. You may use the Platform only if (i) you are a legal person, (ii) you can form a binding contract with ScanPay, (iii) your employees, representatives and agents using the Platform are duly authorized to access the Platform and to legally bind you to these terms and all actions; (iv) all registration information you submit is accurate and complete; (v) you will promptly update any information provided to ScanPay to maintain the accuracy of such information; (vi) you are not barred or otherwise legally prohibited from accessing or using the Platform under the applicable local, state or federal law; (vii) expressly acknowledges and agrees that your use of the Platform is permitted only for persons physically located in the United States. The Platform may not be available to any Merchants previously removed from the Platform by ScanPay.

License to use the Platform. Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Platform and as permitted by the features of the Platform. ScanPay reserves all rights not expressly granted herein in the Platform and the ScanPay Materials (as defined below). ScanPay may terminate this license at any time for any reason or no reason.

4. ScanPay Accounts

Your ScanPay account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users. By connecting to ScanPay with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another user’s ScanPay account without such person’s express written permission. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper-and-lower case letters, numbers and symbols) with your account. You may not allow any other party to access or use the Platform with your unique username, password, or other security code. ScanPay will not be liable for any losses caused by any unauthorized use of your account.

You may control your profile and how you interact with the Platform by changing the settings in your account. By providing ScanPay your email address you consent to our using the email address to send you Platform-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Platform and special offers. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
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5. Payments

Authorization. By accepting these Terms, you expressly authorize ScanPay to hold, receive, disburse and settle funds on your behalf. Such authorization shall permit ScanPay to receive Customer Payment pursuant to a Transaction into a bank account controlled by ScanPay to further process each Transaction. ScanPay shall process and transfer such payments received by it to a For-Benefit-of (FBO) account created through our banking partners’ service offerings or other bank account designated for this purpose at the time of registration and/or any such account as instructed by you (“Merchant Account”). The authorization provided herein under shall remain in full force and effect until specifically terminated.

By using the Platform to collect Customer Payment, you acknowledge and agree that ScanPay is acting as your agent for the collection and processing of payments made by Customer on your behalf. You further acknowledge and agree that your receipt of any Customer Payment paid to you satisfies the Customer’s obligations to you for the goods and/or services sold.

Transfer and Transaction Fees. ScanPay will initiate transfer of the relevant Customer Payments received by it to the respective Merchant Account within such days as described in our “Payment Method” interface, from the date of receipt of the relevant Customer Payment, after deduction of Transaction Fees and charges as agreed under these Terms. The “Transaction Fees” means the applicable fees Merchants paid for its use of the Platform as further described on our [price page].

Refund. By completing a Transaction and accepting Customer Payment, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your ScanPay Account in accordance with these Terms. You must disclose your return or cancellation policy to Customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data. If your refund policy prohibits returns or is unsatisfactory to the Customer, you may still receive a Chargeback relating to such sales.

By processing refunds through ScanPay, you authorize ScanPay to deduct the money from your ScanPay banking account or from future payouts.

Chargeback. There may be times when your Customer may not be the authorized payer of the Customer Payment or your Customer may otherwise contest the transaction. In these instances, the amount of a Transaction may be reversed or charged back to your Merchant Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the debit/credit card issuers, our processor, or a Customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of these Terms . You agree to comply with the Chargeback process and to the liability associated with such Chargebacks.

For any transaction that results in a Chargeback, you grant us the authorization to recover funds from you concerning the Chargebacks pursuant to which we may recover the amount of any Chargeback and any associated fees, fines, or penalties, as applicable or assessed by the credit/debit card issuer or our processor. You grant us the authorization to recover funds from your ScanPay banking account or future payouts for the chargebacks.

If you have pending Chargebacks, we may delay payouts to your Merchant Account. Further, if we reasonably believe that a chargeback is likely with respect to any Transaction, we may withhold the amount of the potential Chargeback from Customer Payment otherwise due to you until such time that (a) a Chargeback is assessed due to a Customer complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which your Customer may dispute that the transaction has expired, or (c) we determine that a Chargeback on the Transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.

Scanpay Disclaimer. Notwithstanding the foregoing, ScanPay is not a party to and shall not be held liable for any disputes, chargebacks or reversals amongst you and a Customer.
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6. Representations, Warranties and Covenants

Representations and Warranties
You hereby represent, warrant and covenant with ScanPay that:

1. all information submitted by you to ScanPay is and shall during the tenure of the engagement be maintained as true, correct and accurate in all respects;
2. you are not barred or otherwise prohibited from accessing or using the Platform in any manner;
3. you are and shall, during the tenure of this engagement, remain at all times the legal and beneficial owner of the Merchant Account and keep all details thereof up to date;
4. all goods and/or services provided by you to a Customer shall be lawfully sold/provided and that you shall not sell/ provide products that are or may be perceived as illegal, offensive or prohibited;
5. you shall not impersonate any person or entity, falsely claim or otherwise misrepresent an affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signatures or perform any other fraudulent activity; and
6. you shall promptly provide all information and assistance as may be required by ScanPay from time to time in dealing with requests or queries of any governmental authority or judicial authorities.

Covenants
You covenant to ScanPay that:

1. you will provide KYC and similar relevant details & documents to ScanPay, in electronic and physical form, as may be required by ScanPay. Also, you hereby authorize ScanPay to use your KYC and details for all such services that ScanPay may offer, by itself or through third parties, from time to time;
2. You authorize ScanPay to read and access messages on the device utilizing the Platform for retrieval and use for the enhancement of ScanPay’s services;
3. You understand that the QR Code which shall be generated by ScanPay for it is unique and specific to you and that you shall at all times maintain the secrecy of this QR Code. Specifically, you agree and acknowledge that ScanPay shall not be liable in any manner whatsoever for any negligence or misuse of the QR Code by you or your agents, employees, representatives or Customers;
4. You agree and understand that at the time of registration with ScanPay, a username and password shall be generated which enables you to access your unique and personal dashboard on ScanPay interface and view Transactions. You shall not share the username and password with other persons and acknowledge that such sharing shall cause irreparable harm to ScanPay and that you shall be liable to indemnify ScanPay for any loss or damage suffered as a result of any unauthorized use;
5. You shall deliver goods/services immediately to Customers upon receiving the confirmation of payment; and
6. It is agreed that ScanPay shall be entitled to rely upon all electronic communications, orders or messages sent to ScanPay in processing the Transactions. ScanPay shall not be obligated to verify or make further inquiry into the identity of the sender, or integrity of any communications. ScanPay shall not be responsible for any losses sustained through the use of stolen or hacked devices or fraudulent electronic transactions.
7. You authorise ScanPay to obtain your credit report from credit bureaus for the purpose of assessing your creditworthiness in relation to the use of our Platform or other product or services. Additionally, you agree that ScanPay may report the status of your account to credit bureaus as permitted by law.
8. To the extent deemed necessary as determined in ScanPay’s sole discretion, ScanPay may require you to sign a personal guarantee in the form attached hereto as Exhibit A before permitting your use of our Platform or other product or services.

Prohibited Activities

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitations “robots”, “spiders”, “offline readers”, etc., to access the Platform in a manner that sends more request messages to the ScanPay servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Platform; (vii) collecting or harvesting any personally identifiable information, including account names, from the Platform; (viii) using the Platform for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with the person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Platform; (xi) accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform; (xii) bypassing the measures we may use to prevent or restrict access to the Platform, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein; (xiii) using any ScanPay Materials, including any ScanPay trademarks, in any manner that might tarnish, disparage, or reflect adversely on such ScanPay Materials; (xiv) using the Platform or any ScanPay Materials to support, incite or promote discrimination, hostility or violence; (xv) using any ScanPay trademark or any variant thereof including misspelling as a domain name or as part of a domain name, as a metatag, keyword, or any other type of programming code or data; (xvi) adopting or using without our prior written consent, any word or mark, which is similar to or likely to be confused with ScanPay trademarks; (xvii) copying, imitating, or using, in whole or in part, the look and feel of the Platform (including but not limited to all page headers, custom graphics, button icons, and scripts) without the prior written consent of ScanPay; (xviii) using any ScanPay Materials to link to the ScanPay website without prior written consent of ScanPay; (xiv) framing or hotlinking to the Platform or any content other than your own without the prior written consent of ScanPay.

You are solely responsible for your interactions with other ScanPay Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. ScanPay shall have no liability for your interactions with other Users, or for any User’s action or inaction.
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7. DEFAULT

If you fail to make any payment hereunder within 10 days of the due date, engage in any prohibited actions as specified hereunder, or fail to fulfil any other term or covenant in this Agreement, you will be in default under these Terms.  In addition, if you fail to properly respond to and/or resolve any chargeback initiated for any transaction processed through the Platform as per our chargeback resolution process, or fail to pay any applicable chargeback fee and chargeback transaction amount, you will be in default under these Terms. 

In addition to any other remedies we may have, if you owe fees under this agreement upon default, including chargeback fees, penalties, and the chargeback transaction amount, we shall be entitled to all legal remedies to collect such fees, including interest on the amount owed at the rate of 1.5% per month, or the highest amount permitted by applicable law, whichever is less.  If legal action is initiated to enforce out rights under this agreement, you also agree to pay all court costs, and other expenses we incur, including reasonable attorneys fees of 15% of the outstanding balance owed.  
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8. Intellectual Property Rights

The Platform are owned and operated by ScanPay. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Platform provided by ScanPay (the “ScanPay Materials”) are protected by United States or foreign copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Feedback that are provided and owned by the applicable user(s), all Materials contained on the Platform are the property of ScanPay or its subsidiaries or affiliated companies or third-party licensors. All trademarks, service marks, and trade names are proprietary to ScanPay or its affiliates or third-party licensors. Except as expressly authorized by ScanPay, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. ScanPay reserves all rights not expressly granted in these Terms.
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9. Feedback

ScanPay shall be entitled to unrestricted use of any and all comments, suggestions, ideas, concepts with respect to the Platform disclosed or offered or submitted by you to us (collectively, “Feedback”). We may use the said Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the Feedback.
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10. Disclaimer of Warranties.

THE PLATFORM, INCLUDING WITHOUT LIMITATION, ALL MATERIALS, ARE MADE AVAILABLE ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND (II) SCANPAY AND ITS EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SHAREHOLDERS, PARENT COMPANY, AGENTS, VENDORS AND CONTRACTORS (COLLECTIVELY, THE "SCANPAY PARTIES") MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) THE MATERIALS ON OR PROVIDED THROUGH THE PLATFORM; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE PLATFORM; (D) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE PLATFORM; OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM SCANPAY OR VIA THE PLATFORM. IN ADDITION, THE SCANPAY PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM VIRUS.

THE SCANPAY PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM ARE ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. THE SCANPAY PARTIES DO NOT WARRANT THAT YOUR USE OF THE PLATFORM OR ITEMS ARE LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE SCANPAY PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THESE TERMS.

BY ACCESSING OR USING THE PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THOSE SERVICES.
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11. Limitations on Liability

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ANY OF THE SCANPAY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE ACCESS OF, USE OR INABILITY TO USE OUR SERVICES AND/OR CONTENT, INCLUDING WITHOUT LIMITATION, USE OF OR RELIANCE ON INFORMATION, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NON-DELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE.
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12. Indemnity

You agree to defend, indemnify and hold harmless the ScanPay Parties, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Platform; (b) your violation of any term of these Terms, including any breach of your representations, warranties and/or covenants; (c) any use that constitutes a prohibited activities described in Section 6; or (d) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these Terms and your use of the Platform.

You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys' fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
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13. Third-Party Services

The Platform may contain links to third-party platforms or websites (each, a “Third-Party Platform”), and you may be able to share your publications on the Third-Party Platform through the Platform. You acknowledge and agree that we have no control over, and are not responsible for, these Third-Party Platform or their use of your personal information. We do not endorse, recommend or vouch for the security of such Third-Party Platform. We recommend that you review their terms of service and privacy policies before accessing and using the Third-Party Platform.
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14. Governing Law

You agree that (i) the Platform shall be deemed solely based in California; and (ii) the Platform shall be deemed a passive one that does not give rise to personal jurisdiction over ScanPay, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts, located in San Mateo County, California, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
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15. Arbitration

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

Except as provided in subsection 15.9 below and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof, the Privacy Policy, our relationship, or your use or attempted use of the Platform or any product or service, shall be submitted to and finally resolved by individual, confidential arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. The following terms shall apply. You, ScanPay, or any involved third party may pursue a claim. ScanPay agrees to final and binding confidential arbitration should it have any claims against you. Likewise, you agree to final and binding confidential arbitration should you have any claims against ScanPay. By agreeing to arbitrate, you waive the right to go to court and agree instead to submit any claims to final and binding confidential arbitration. This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act (the “FAA”), 9 U.S.C. §§ 1-16, as amended.
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15.1 Required Pre-Dispute Procedures.

We acknowledge and agree that before initiating any claim against the other, we agree to first contact the other with a written description of the dispute, which shall include all relevant documents and information, and the proposed resolution. You may send the written description of any dispute you have with us by e-mail to legal@goscanpay.com. ScanPay will contact you by letter at the billing address you provided to us or at the email address you provided to us. You agree to negotiate with ScanPay or its designated representative in good faith about your problem or dispute. If for some reason the dispute is not resolved within 60 days after receipt of the written dispute, we agree to the dispute resolution provisions below. Notwithstanding the foregoing or any other term of this arbitration agreement, we will have the right to seek injunctive or other equitable relief in state or federal court located in San Mateo County, California to enforce these Terms or prevent an infringement of a third party’s rights or our intellectual property rights, as stated in subsection 15.9 below. You hereby expressly consent to, and forever waive any challenge to, the exclusive personal jurisdiction and venue of said courts in such actions.

15.2 Commencing Arbitration.

You and ScanPay agree to commence any arbitration proceeding within 1 year after the claim arises (the 1-year period includes the required pre-dispute procedures set forth above) and that any arbitration proceeding commenced after 1 year shall be forever barred

15.3 Arbitration Location.

If the amount in controversy is $1,000 or less, then the arbitration may be conducted by telephone or by written submissions. Otherwise, the arbitration shall be conducted virtually through a secure and interactive video conferencing platform, unless both parties agree otherwise. The virtual arbitration shall be deemed to take place in San Francisco County, California, regardless of the physical location of the parties.

15.4 Organization, Rules, and the Arbitrator.

We each agree that any and all claims other than those exempted under subsection 15.9 below shall be submitted to final and binding confidential arbitration before a single arbitrator of the American Arbitration Association (“AAA”). Either party may commence the arbitration process by submitting a written demand for arbitration with the AAA, and providing a copy to the other party, within the time period set forth in subsection 15.2 above. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Mediation Procedures in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Policy, and this arbitration provision. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or ScanPay. The arbitration will be conducted virtually in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Mediation Procedures in effect at the time of submission of the demand for arbitration, unless both parties agree to an in-person arbitration.

15.5 Fees.

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s Rules. We will reimburse the fees charged by the arbitrator for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.

15.6 Governing Law and Award.

The arbitrator shall follow the substantive law of the State of California without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the FAA. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

15.7 Enforceability.

This provision survives termination of your account or relationship with ScanPay, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.

15.8 Miscellaneous.

Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except all claims must be brought within the 1 year limitation period set forth above. This provision is the entire arbitration agreement between you and ScanPay and shall not be modified except in writing by ScanPay.

15.9 Exceptions.

Notwithstanding the foregoing, and as an exception to final and binding confidential arbitration, you and ScanPay both retain the right to pursue, in small claims court, any claim that is within that court’s jurisdiction and proceeds on an individual (non-class) basis, including overdue account matters within the small claims court’s jurisdiction. ScanPay will not demand arbitration in connection with any individual claim that you properly file and pursue in a small claims court, so long as the claim is and remains pending in that court. The following claims shall not be subject to final and binding arbitration and must be adjudicated only in the state or federal courts located in the State of California: (i) any dispute, controversy, or claim relating to the infringement or validity of our proprietary rights, including without limitation, trademarks, service marks, trade dress, copyrights, trade secrets, or patents, or the intellectual property rights of a third-party; or (ii) an action by ScanPay for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or other provisional relief, against you for breach or threatened breach of this Agreement. You expressly agree to refrain from bringing or joining any claims that are excluded from final and binding arbitration pursuant to this subsection in any representative or class-wide capacity, including but not limited to bringing or joining any claims in any class action or any class-wide arbitration. Small claims matters may be filed in any small claims court with personal and subject matter jurisdiction over the parties. For all other matters excluded from final and binding arbitration by this subsection 13.9, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco County, California, and forever waive any challenge to said courts’ jurisdiction and venue.

15.10 Amendments.

ScanPay reserves the right to amend this arbitration provision at any time. Your continued use of the Platform, purchase of any product or services on or through the Platform, or use or attempted use of a ScanPay product or service, is affirmation of your consent to such changes. Should the changes to this arbitration provision be material, ScanPay will provide you notice and an opportunity to opt-out. Your continued use of the Platform, purchase or use of any products or services on or through the Platform, or use or attempted use of a ScanPay product or service, is affirmation of your consent to such material changes.

YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION. YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU PURCHASE, USE, OR ATTEMPT TO USE A SERVICE OR PRODUCT PURCHASED ON OR THROUGH THE WEBSITE (WHICHEVER COMES FIRST) BY WRITING TO US AT support@goscanpay.com . FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE IDENTIFYING ANY PRODUCT OR SERVICE YOU PURCHASED, USED OR ATTEMPTED TO USE WITHIN THE 30 DAYS AND THE DATE YOU FIRST PURCHASED, USED, OR ATTEMPTED TO USE THE PRODUCT OR SERVICE. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.

Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1000.00.
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16. Personal Guarantee

In consideration of ScanPay providing services, including granting Merchant access to the Platform as set forth in these Terms, the individual accepting these terms (whether as owner, representative, officer, employee, or agent) on behalf of the Merchant (in such capacity, the “Guarantor”), agrees to personally and unconditionally guarantee full and prompt payment and performance of all existing and future financial obligations of the Merchant under these Terms (“Applicable Liabilities”), including liabilities arising from any advances made by ScanPay to the Merchant that the Merchant’s customers fail to fulfil. The Guarantor acknowledges understanding the risks associated with this guarantee, including ScanPay’s right to seek repayment from the Guarantor without first requiring action against the Merchant or the Customer. Further, the Guarantor agrees to pay all Applicable Liabilities within ten (10) days upon ScanPay’s written demand. This guarantee remains effective until all obligations under these Terms are satisfied or until the Merchant ceases to use ScanPay’s services. The Guarantor shall be solely responsible for all collection related costs ScanPay incurs to enforce ScanPay’s collection of the Applicable Liabilities.
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17. Severability

In the event that a provision of these Terms is found to be unlawful, conflicting with another provision of the Terms, or otherwise unenforceable, the Terms will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of these Terms are deemed to conflict with each other's operation, ScanPay shall have the sole right to elect which provision remains in force.
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18. Non-Waiver

We reserve all rights permitted to us under these Terms as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of these Terms or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
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19. Our Termination and Cancellation Rights

We may terminate or suspend the Platform or your account or any other provision thereof at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate these Terms or the ScanPay account, you are solely responsible for properly canceling your account. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

We may permanently or temporarily terminate or suspend your access to the Platform without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms. If your account is terminated for any reason, you must obtain written authorization from ScanPay prior to establishing another account. If you attempt to establish another account without obtaining such authorization, ScanPay may permanently ban you from the Platform. You may not have more than one active account at any time without the written consent of ScanPay in each instance.
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20. Assignment

You may not assign your rights and/or obligations under these Terms to any other party without our prior written consent. We may assign our rights and/or obligations under these Terms to any other party at our discretion.
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21. Modifications

We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms on a going-forward basis at any time by posting the amended Terms on our website. Please check these Terms periodically for changes. We may provide additional notice, such as an email message or a message within the Platform, of any material changes, but such changes will be effective as provided herein whether or not such message is sent or received. Unless we state otherwise, changes are effective seven (7) days following the date posted on our website. If you continue to use the Platform after the effective date, you agree to the changes. For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with these Terms as in effect at the time the dispute arises.

We may also change or discontinue the Platform in whole or in part at any time, in our sole discretion. Such changes may include, but not be limited to, stop providing the Platform or features of the Platform, to you or to ScanPay users generally, or create usage limits for the Platform. Your continued use of the Platform indicates your agreement to the changes.
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22. Amendments

We may amend these Terms from time to time. If we do so we may notify you by email to the email address you have provided us with, however we are not obliged to, and such modification shall be effective upon our publishing of the revised Terms on the Website. You agree to be bound by any changes to these Terms when you use our Website and Platform after any such modification is posted on the Website. It is therefore important that you review these Terms regularly to ensure you are updated as to any changes.
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23. Contact

Please contact us at support@goscanpay.com with any questions regarding these Terms.