Please carefully read the terms and conditions of this end-user license agreement (the “License”) before downloading, subscribing to, or using the App Center.

This License is a legal, binding and enforceable contract between you and Poynt, LLC, a company duly organized and validly existing under the laws of Delaware (“GoDaddy Poynt”, “we” and “us”). This License governs your use of the App Center.

By clicking on the “I AGREE” button, downloading, subscribing to, installing, activating or using the App Center, or otherwise indicating your assent to these terms and conditions, you acknowledge and agree that you have read and understood this License and that you agree to its terms. You must agree to and accept all of the terms and conditions of this License or you do not have the right to use the App Center. This License will remain in effect while you use the App Center or for so long as any App is installed on your Terminal.

This License incorporates the GoDaddy Universal Terms of Service Agreement (and any successor versions) (“Universal Terms”). The App Center is a “Service” as such term is defined in the Universal Terms. Your use of GoDaddy Poynt Apps is subject to the Poynt App End User License Agreement (and any successor versions) (“Poynt App EULA”).

If there is a conflict between a term in this License and a term in the Universal Terms or Poynt App EULA, the conflict will be resolved only to the extent necessary to resolve the conflict in the following order: (i) first, in favor of this License, (ii) second, in favor of the Poynt App EULA, and (iii) lastly, in favor of the Universal Terms.

1. License

1.1 Subject to your compliance with this License, GoDaddy Poynt grants you (either a legal entity or an individual) a non-exclusive, non-transferable, limited license to use the App Center (and corresponding Documentation) solely in conjunction with your Terminal(s), in accordance with the terms of this License and during the term of your agreement for the Terminal(s).

You, as the authorized merchant, agree to only use and access the App Center via GoDaddy Poynt’s web-based interface or your Terminals and in accordance with this License. You agree to ensure that only your employees, contractors, agents or other parties working on your behalf ("Authorized User") will use the App Center and that such Authorized Users are notified of the terms and conditions of this License prior to using the App Center. You will also ensure that all use of the App Center by such Authorized Users is in accordance with the terms of this License.

1.2 Unless otherwise expressly agreed, this License will apply to any updates or upgrades of the App Center that may be made available to you.

2. App Center Rights and Restrictions

2.1 You may use the App Center only for your internal business purposes or such other purposes as specifically authorized by GoDaddy Poynt.

2.2 You acknowledge and agree that portions of the App Center, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of GoDaddy Poynt and its licensors. Accordingly, you must not:

1. use or copy the App Center (and related Documentation) except as expressly permitted in this License;
2. display (in part or in whole) the App Center as part of any public performance or display even if no fee is charged except
   1. where such use would not constitute a copyright infringement or violate any other applicable right or
   2. as specifically permitted by GoDaddy Poynt and only in the exact manner provided;
3. translate, reverse engineer, decompile or disassemble the App Center, except to the extent permitted by Applicable Law;
4. attempt to, or assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components that protect, obfuscate or otherwise restrict access to the App Center or any App;
5. sell, rent, lease, redistribute, broadcast, transmit, communicate, modify, sublicense, assign or otherwise transfer the App Center or any App except as permitted by the Poynt App EULA or Developer App Terms, as applicable;
6. modify the App Center or merge all or any part of the App Center into another program;
7. modify or delete any copyright, trademark, or other proprietary rights notice on any medium contained in the App Center and/or related Documentation; or
8. use the App Center or any App in any non-GoDaddy Poynt devices.

2.3 You will notify GoDaddy Poynt as soon as you are aware of any unauthorized use of the App Center and/or Documentation by any person.

2.4 We may at any time sub-license, assign, novate, change or deal in any other matter with any or all of our rights and obligations under this License, provided we give you written notice.

2.5 You agree and acknowledge that the App Center is provided to End Users to allow End Users to browse for and install Apps and, except with respect to GoDaddy Poynt Apps, GoDaddy Poynt acts solely as operator and custodian of the App Center and is not the creator or owner of any Developer App.

2.6 The App Center is only available for use with certain Terminals and requires a working internet connection to operate properly. Refer to the product documentation for your Terminal(s) to determine whether it supports the App Center.

2.7 GoDaddy Poynt may, at its sole discretion and at any time, limit the number of Terminals you may use to access an App. GoDaddy Poynt may collect certain information regarding your Terminals in order to determine your usage of Apps and the App Center, including but not limited to unique Terminal identifiers.

2.8 GoDaddy Poynt may, from time to time, issue updates to the App Center. You acknowledge and agree that your failure to install any updates to the App Center may result in the App Center being partially or completely unavailable or inoperable, and may subject your Terminal(s) to risks such as exposure to malicious actors.

3. Installation and Use of Developer Apps

3.1 Before installing a Developer App, please read the any terms and conditions applicable to such Developer App (“Developer App Terms”) that are provided or made available by the applicable Developer in the description for such Developer App on the App Center. If you do not agree to the Developer App Terms, do not install the Developer App. By installing the Developer App, you agree to the Developer App Terms and to comply with any rights, restrictions and/or obligations contained in the Developer App Terms.

3.2 You acknowledge and agree that GoDaddy Poynt (i) is not a party to the Developer App Terms, (ii) does not own, operate or license the right to use the Developer Apps, and (iii) is not responsible for the operation of or maintaining, fixing, or updating the Developer Apps. GoDaddy Poynt does not guarantee that Developer Apps will be continuously available or that the Terminals will continue to be able to connect to, integrate with, or exchange data or information with any Developer App.

3.3 While GoDaddy Poynt endeavors to ensure that Developers and Developer Apps meet GoDaddy Poynt’s standards, it is your responsibility to determine the identity and trustworthiness of Developers and the accuracy, legitimacy and quality of all Developer Apps you access, download or use.

4. Fees for use of the Developer Apps

4.1 The fees for your access to or use of Developer Apps, if any, will be set forth in the product page corresponding to the Developer App in the App Center. These fees may be structured as fixed fees, subscription fees, feature-specific fees (i.e., fees are owed in order to unlock certain features of a Developer App), or any combination of the foregoing. To the extent GoDaddy Poynt collects any fees for a Developer App from you, it does so solely in its capacity as agent for the applicable Developer.

4.2 Your use of the Developer App may be only available on a subscription basis and subject to recurring fees (“Subscriptions”), in whole or in part, payable as specified in the product page corresponding to the Developer App in the App Center. You acknowledge and agree that you will be entitled to continue using such Developer App only upon payment of the then-current recurring fees, if applicable, and GoDaddy Poynt and the applicable Developer reserves the right to suspend your access to the GoDaddy Poynt App if you fail to pay recurring fees when due. We will automatically renew any Subscriptions for the same length of time at the then-current fee unless you cancel or terminate the Subscription.

4.3 You must pay any fees using a valid credit or debit card, funds from a checking or savings account or by another payment method that GoDaddy Poynt may make available to you (“Payment Method”). If your payment information or credentials are incorrect, expired, incomplete or invalid, we may suspend your ability to use the applicable Developer App or terminate your access to the applicable Developer App. You hereby authorize GoDaddy Poynt (or its affiliate or service provider) to charge or withdraw from the Payment Method for any fees due or owing.

4.4 Developers may offer a free or reduced-fee trial of a Developer App that allows you to use the Developer App for a limited period of time (“Limited Trial”). Please read the terms and conditions related to the Limited Trial carefully to determine the terms of the Limited Trial and whether Developers are able to modify the terms and conditions of the Limited Trial or cancel the Limited Trial and whether fees are automatically incurred upon the conclusion of the Limited Trial.

5. Changes to the License

5.1 GoDaddy Poynt reserves the right to modify this License at any time in its sole discretion. GoDaddy Poynt will post the most current version of this License on its website. If GoDaddy Poynt makes material changes to this License, we will notify you via the App Center, e-mail, or another method that we deem sufficient. Your continued use of the App Center after GoDaddy Poynt publishes notice of changes to this License indicates your consent to the updated terms. If the modified License is not acceptable to you, your only recourse is to discontinue the use of the App Center.

6. Representation and Warranties

6.1 You represent and warrant the following: (i) you are a natural person or a legal entity duly organized, validly existing and as applicable in good standing under the laws of jurisdiction of your presence or incorporation; (ii) you are properly registered to do business in all jurisdictions in which you carry on business; (iii) you have all licenses, regulatory approvals, permits and powers legally required to conduct your business in each jurisdiction in which you carry on business; and (iv) you have the power, authority and legal right to enter into and perform this License and to carry out the transactions and its obligations contemplated by this License.

6.2 You represent, warrant, and undertake that (i) there is no litigation, proceeding or investigation of any nature pending or threatened against or affecting you, which would reasonably be expected to have a material adverse effect on your ability to perform your obligations under this License; (ii) all of the information disclosed to GoDaddy Poynt or its partners, suppliers, or licensors in connection with this License is materially true, accurate and complete; and (iii) you will promptly inform GoDaddy Poynt of any action or event of which you become aware that has the effect of making materially inaccurate, any of your representations or warranties.

6.3 Each party represents and warrants that (i) this License constitutes valid and binding obligations on such party, enforceable in accordance with its terms; (ii) except as otherwise stated in this License, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the party in order to enter into this License and perform its obligations; and (iii) the execution and performance of this License will not (a) conflict with the certificate of incorporation or by-laws or any other corporate or constitutional document of the party, (b) breach any obligations of the party under any contract to which it is a party, or (c) violate any Applicable Law.

7. Privacy and Data Protection

7.1 We will process your data in accordance with our Privacy Policy. GoDaddy Poynt may need to change the Privacy Policy from time to time, but we will alert you to changes by placing a notice on GoDaddy Poynt’s website, by email, and/or by some other means. “Privacy Policy” means GoDaddy Poynt’s privacy policy, available at www.poynt.com/privacy. If you use the App Center after any changes to the Privacy Policy have been posted, that means you agree to all of the changes. Use of information we collect now is subject to the Privacy Policy in effect at the time such information is collected.

8. Term and Termination

8.1 This License commences upon the earliest of you (i) accepting the terms and conditions contained of this License per paragraph 3 of this License, (ii) installing, subscribing to or activating an App, and/or (iii) using or allowing use of the App Center.

8.2 This License, and your rights and licenses hereunder, will terminate immediately upon your breach of this License.

8.3 Upon the termination of this License you must stop all activities authorized by this License, including your use of the App Center, and you will not be entitled to a refund of any fees paid in connection with any App;

8.4 Any provision of this License that expressly, or by implication, is intended to come into or continue in force on or after termination or expiry of this License will remain in full force and effect, including the provisions related to confidentiality, indemnity, and the limitations of warranties and liability set forth in this License and the Universal Terms.

8.5 Termination or expiry of this License will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this License which existed at or before the date of termination or expiry.

9. Indemnity

You agree to protect, defend, indemnify and hold harmless GoDaddy Poynt and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by GoDaddyPoynt directly or indirectly arising from your use of and access to the App Center or any App.

10. Compliance with Laws

Developer Apps may be subject to export controls under the laws and regulations of the United States and other countries. You will comply strictly with all applicable legal requirements established under these controls and will not export, divert, transfer or disclose, directly or indirectly, any applicable Developer App in contravention of these laws and regulations.

11. General

11.1 The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods from this License.

11.2 If any provision of this License is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, in whole or in part, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, such provision will be severed from this License and the other provisions will remain in full force and effect.

11.3 Except as expressly provided in this License, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

11.4 You agree that, in entering into this License, you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this License and that this License and any other documents referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. Nothing in this Section 11.4 will limit or exclude any liability for fraud.

11.5 This License does not give rise to any rights to third parties (except as specifically set out in this License) to enforce any term of this License.

11.6 Except as otherwise provided in this License, or as agreed to with GoDaddy Poynt pursuant to a separate agreement, all notices or approvals required or permitted under this License must be given in writing to GoDaddy Poynt at agreements@poynt.com. Any waiver or modification of this License will not be effective unless executed in writing and signed by GoDaddy Poynt. In addition to the foregoing, GoDaddy Poynt may, at its option, give you any notice under this License electronically. Electronic notice to you will be deemed to have been duly given when transmitted to an address furnished by you to GoDaddy Poynt. No failure or delay by a party to exercise any right or remedy provided under this License or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

12. Definitions

“Apps” means, collectively, GoDaddy Poynt Apps and Developer Apps.

"Applicable Law" means laws, regulations, statutes, codes, rules, orders, licenses, certifications, decrees, standards or written interpretations imposed by any governmental authority (which includes any political subdivision, whether national, federal, state or local government, or governmental or regulatory body, agency, authority or instrumentality, or any court or arbitrator (public or private), including any Regulator, that, in each case, has or has asserted jurisdiction over the entity or matter in question) that apply to or relate in any way to this License.

“App Center” means the marketplace created and operated by GoDaddy Poynt which allows End Users to browse for and discover Apps and install or deploy Apps to their Terminals.

“Developer” means any third-party person or entity authorized to distribute a Developer App to End Users via the App Center.

“Developer App” means software, materials and content that Developers make available to End Users via the App Center.

"Documentation" means the user manuals, operating instructions, specifications, installation guides and/or related documentation related to the App Center and generally made available to licensees of the App Center.

“End User” means a merchant that uses Terminals and has an active End User Account.

"End User Account” means a merchant’s account with GoDaddy Poynt that entitles End User to use, access and manage certain GoDaddy Poynt services and devices.

“GoDaddy Poynt App” means the software, digital materials, information, data and other content that GoDaddy makes available for access and use by End Users via the App Center.

"Regulator" means a governmental authority that is charged with monitoring, regulating and/or overseeing the business practices of the respective parties or an applicable issuing bank, including Federal Financial Institutions Examination Council, the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC), the National Credit Union Administration (NCUA), the Office of the Comptroller of the Currency (OCC), the Consumer Financial Protection Bureau (CFPB), and the Financial Crimes Enforcement Network (FinCEN), state banking commissions, or any successor bodies that regulate financial institutions and financial service providers in the country in which the GoDaddy Poynt App are used.

"Terminal" means (i) the GoDaddy Poynt Smart Terminal and its parts, components, materials, and any purchased subassemblies that may be incorporated by GoDaddy Poynt or its subcontractors into products but excluding any computer programs embedded therein and/or (ii) any other device pre-authorized in writing by GoDaddy Poynt (or a Reseller) to install or use the App Center with.