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

By clicking on the “I AGREE” button, downloading, subscribing to, installing, activating or using the GoDaddy Poynt App, 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 the License or you do not have the right to use the GoDaddy Poynt App. This License will remain in effect while you use the GoDaddy Poynt App or for so long as the GoDaddy Poynt App is installed on your Terminal.

Important Notice: Redistribution is not permitted. The GoDaddy Poynt App, Documentation, interfaces, content and any data accompanying this License are licensed, not sold, to you by GoDaddy Poynt for use only under the terms of this License. GoDaddy Poynt and GoDaddy Poynt's licensors retain ownership of the GoDaddy Poynt App itself and reserve all rights not expressly granted to you. The terms of this License will govern any GoDaddy Poynt App upgrade we provide you to replace and/or supplement the original GoDaddy Poynt App, unless such upgrade is accompanied by separate license terms in which case these new terms will apply in relation to the upgrade.

This License incorporates the GoDaddy Universal Terms of Service Agreement (and any successor versions) (“Universal Terms”).

Specific GoDaddy Poynt Apps may be subject to additional terms and conditions specified on the GoDaddy Poynt App-specific Addendum attached hereto.

If there is a conflict between a term in this License, an Addendum to this License or the Universal Terms, the conflict will be resolved only to the extent necessary to resolve the conflict in the following order: (i) first, in favor of the Addendum, (ii) second, in favor of this License, 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 GoDaddy Poynt App (and corresponding Documentation) solely in conjunction with the 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 use the GoDaddy Poynt App only on Terminals 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 GoDaddy Poynt App and that such Authorized Users are notified of the terms and conditions of this License prior to using the GoDaddy Poynt App. You will also ensure that all use of the GoDaddy Poynt App 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 GoDaddy Poynt App that may be made available to you.

1.3 If you use the GoDaddy Poynt App to sell goods or services at your merchant business and use a payment system other than credit or debit card, then your use of the GoDaddy Poynt App may be dependent on additional terms and conditions.

2 License Restrictions

2.1 You may use the GoDaddy Poynt App 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 GoDaddy Poynt App, 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 GoDaddy Poynt App except as expressly permitted in this License;
2. translate, reverse engineer, decompile or disassemble the GoDaddy Poynt App, except to the extent permitted by Applicable Law;
3. sub-license, rent, lease, assign, novate or otherwise transfer the GoDaddy Poynt App ;
4. modify the GoDaddy Poynt App or merge all or any part of the GoDaddy Poynt App into another program, unless the GoDaddy Poynt App has been designed and is intended for such use;
5. modify or delete any copyright, trademark, or other proprietary rights notice on any medium contained in the GoDaddy Poynt App and/or related Documentation, or copy (to the extent permitted by this or Applicable Law) any GoDaddy Poynt App or related Documentation;
6. use the GoDaddy Poynt App in other non-Poynt devices.

2.3 You will notify GoDaddy Poynt as soon as you are aware of any unauthorized use of the GoDaddy Poynt App 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.

3 Fees for use of the GoDaddy Poynt App

3.1 The fees for your use of the GoDaddy Poynt App, if any, will be set forth in the product page corresponding to the GoDaddy Poynt App in the GoDaddy Poynt Marketplace. Additional fees may be required to unlock certain features and functions of the GoDaddy Poynt App.

3.2 Your use of the GoDaddy Poynt 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 applicable GoDaddy Poynt App Addendum or in the product page corresponding to the GoDaddy Poynt App in the GoDaddy Poynt Marketplace. You acknowledge and agree that you will be entitled to continue using such GoDaddy Poynt App only upon payment of the then-current recurring fees, if applicable, and GoDaddy Poynt 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.

3.3 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 GoDaddy Poynt App or terminate your access to the applicable GoDaddy Poynt 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.

3.4 We may offer a free or reduced-fee trial of a GoDaddy Poynt App that allows you to use the GoDaddy Poynt App for a limited period of time (“Limited Trial”). We reserve the right at any time to modify the terms and conditions of the Limited Trial or cancel the Limited Trial. If you do not purchase the full version of the GoDaddy Poynt App before the Limited Trial expires, we reserve the right to prevent your further use of the GoDaddy Poynt App and delete any of your data associated with the GoDaddy Poynt App.

4 Third Party Platforms, Hardware and Software

4.1 The GoDaddy Poynt App may allow you to connect to, integrate with, or exchange data or information with platforms, software and/or hardware provided by a third party (“Third Party Application”). Third Party Applications are operated by the relevant third party and/or their affiliates. You agree to comply with all applicable terms of service, rules and policies applicable to any Third Party Application. GoDaddy Poynt is not responsible for any Third Party Application and does not guarantee that they will be continuously available or that the GoDaddy Poynt App will continue to be able to connect to, integrate with, or exchange data or information with any Third Party Applications.

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 GoDaddy Poynt App. Your continued use of the GoDaddy Poynt App 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 and uninstall the GoDaddy Poynt App.

6 Modification, Suspension and Termination of the GoDaddy Poynt App

6.1 GoDaddy Poynt reserves the right to modify the GoDaddy Poynt App, including any of its features or functions, at any time in its sole discretion. Your sole recourse to any modifications of the GoDaddy Poynt App that you object to is to discontinue the use of and uninstall the GoDaddy Poynt App.

6.2 GoDaddy Poynt reserves the right to suspend or terminate your access to the GoDaddy Poynt App at any time upon your violation of this License or as necessary in GoDaddy Poynt’s reasonable discretion. You understand that if your account is suspended or terminated, you may no longer have access to the content that is stored within the GoDaddy Poynt App.

7 Representation and Warranties

7.1 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.

7.2 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; (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.

7.3 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 of this License, nor its performance of this License will (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.

8 Intellectual Property Ownership

8.1 You acknowledge and agree that GoDaddy Poynt, its affiliates and licensors own and will retain all right, title and interest in and to any and all names, commercial names, business names, trade names, company names, corporate names, brands, marks (including trademarks and service marks), logos, insignia, slogans, emblems, symbols, designs, design figurative elements, domain name, internet keywords, social media profiles and pages, trade dress, and any other distinctive sign of any nature, patents, rights in inventions, industrial design, utility models, author and copy rights (including regarding software, apps and their source-code or object-code), database rights and any similar rights, trade secrets, know-how and other proprietary data and information, and other intellectual property rights of any kind (“Intellectual Property Rights”) related to the GoDaddy Poynt App.

8.2 You will not take any action that jeopardizes GoDaddy Poynt’s Intellectual Property Rights (and/or its affiliates’ or licensor’s Intellectual Property Rights) or acquire any rights in such Intellectual Property Rights or proprietary rights in and/or to the GoDaddy Poynt App and/or Documentation, except the limited use rights granted under this License.

8.3 You agree and acknowledge that GoDaddy Poynt, its affiliates or licensors will own all rights in any copy, translation, localization, modification, adaptation or derivative of the GoDaddy Poynt App and/or Documentation, including any improvement or development thereof. To the extent such rights may be inalienable, you agree to waive and not to exercise such rights. If such waiver and agreement are deemed invalid, you agree to grant GoDaddy Poynt, its affiliates or licensors the exclusive, perpetual, irrevocable, worldwide and royalty free right to use, market, modify any such items without any obligation of attribution or consent. At GoDaddy Poynt’s request, you agree to execute any instrument that may be appropriate to assign or license these rights to GoDaddy Poynt, its affiliates or licensors or perfect these rights in GoDaddy Poynt’s or its affiliates’ or licensors’ name.

For clarity purposes, you agree that this License does not grant to you any title to the Intellectual Property Rights and other proprietary rights in and to the GoDaddy Poynt App and/or Documentation, independently of their term of use.

9 Privacy and Data Protection

9.1 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.godaddy.com/legal/agreements/privacy-policy. If you use the GoDaddy Poynt App 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.

10 Term and Termination

10.1 This License commences upon the earliest of you (i) accepting (by means of clicking on the “I AGREE” button) the terms and conditions contained herein, (ii) installing, subscribing to or activating the GoDaddy Poynt App, and/or (iii) using or allowing use of the GoDaddy Poynt App.

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

10.3 You may terminate this License at any time by uninstalling the GoDaddy Poynt App.

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

10.5 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 Confidentiality and Indemnity provisions, and the limitations of warranties and liability set forth in this License.

10.6 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.

11 DISCLAIMER OF WARRANTY

THE GODADDY POYNT APP MAY BE INCOMPLETE AND MAY CONTAIN ERRORS OR INACCURACIES THAT COULD CAUSE FAILURES, CORRUPTION AND/OR LOSS OF DATA OR INFORMATION. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE GODADDY POYNT APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE ACCURACY AND EFFORT IS WITH YOU. THE GODADDY POYNT APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PACKAGEX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12 Indemnity

You will indemnify GoDaddy Poynt and our partners, licensors, suppliers, affiliates, officers, employees, directors, consultants, and agents from and against any all claims, demands, suits, losses, liabilities, damages, costs, expenses, fines, judgments, and other expenses, including reasonable attorney’s fees, (hereinafter, collectively, “Claims”) arising out of or relating to your or your employees' or contractors' actions or omissions related to the subject matter of this License, including without limitation your installation, use or removal of the GoDaddy Poynt App, your breach of this License, your negligence or wilful misconduct, your violation of Applicable Laws, or your infringement, violation, or conflict with any third party rights. GoDaddy Poynt may intervene and assume its defense in any such Claims, at its expense and in its sole discretion. You will not settle any Claims involving GoDaddy Poynt or the GoDaddy Poynt App without the prior written consent of GoDaddy Poynt.

13 LIMITATION OF LIABILITY

GODADDY POYNT WILL NOT IN ANY CIRCUMSTANCES HAVE ANY LIABILITY FOR ANY LOSSES OR DAMAGES WHICH MAY BE SUFFERED BY YOU (OR ANY PERSON CLAIMING UNDER OR THROUGH YOU), WHETHER THE SAME ARE SUFFERED DIRECTLY OR INDIRECTLY OR ARE IMMEDIATE OR CONSEQUENTIAL, AND WHETHER THE SAME ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE HOWSOEVER, WHICH FALL WITHIN ANY OF THE FOLLOWING CATEGORIES: SPECIAL, INCIDENTAL OR PUNITIVE DAMAGE EVEN IF GODADDY POYNT WAS AWARE OF THE CIRCUMSTANCES IN WHICH SUCH SPECIAL DAMAGE COULD ARISE; LOSS OF PROFITS; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OPPORTUNITY; LOSS OF GOODWILL; AND/OR LOSS OR CORRUPTION OF DATA, EVEN IF GODADDY POYNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THEY ARE FORESEEABLE OR UNFORESEEABLE, AND WHETHER ARISING OUT OF BREACH OR FAILURE OF AN EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. NO EVENT WILL GODADDY POYNT’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE GODADDY POYNT APP, WHETHER IN CONTRACT OR TORT, EXCEED ONE-HUNDRED DOLLARS ($100). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

14 Compliance with Laws

The GoDaddy Poynt App, Documentation and related technical information, documents and materials provided hereunder are subject to export controls under the laws and regulations of the United States and other countries. You will comply strictly with all legal requirements established under these controls and will not export, divert, transfer or disclose, directly or indirectly, any GoDaddy Poynt App and related materials, or direct products thereof, in contravention of these laws and regulations.

15 General

15.1 If there is any inconsistency between this License and any agreement or terms of use between you and GoDaddy Poynt, the provisions of this License will apply to the extent of the inconsistency. If there is any inconsistency between this License and any software license or end user agreement provided in connection with any upgrades or updates to the GoDaddy Poynt App, the provisions of such other license or end user agreements will apply to the extent of the inconsistency. In the event of any inconsistency between this License and any separate agreement as individually agreed in writing between GoDaddy Poynt and you, the provisions of the separate agreement will apply to the extent of the inconsistency.

15.2 If this License is translated into a language other than English, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. Unless, and only to the extent, prohibited by law in your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this License will be conducted in the English language, including, without limitation, any correspondence, discovery, submissions, filings, pleadings, oral pleadings, arguments, oral arguments and orders or judgments.

15.3 This License will be governed by and will be construed under the laws of the State of California. Any dispute arising from or relating to the subject matter of these Terms will be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who will be selected from the appropriate list of JAMS arbitrators in accordance with such rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party will have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. GoDaddy Poynt may, at its sole discretion, file for collection of debt in the courts with appropriate jurisdiction as may be necessary and appropriate.

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

15.5 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.

15.6 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.

15.7 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 15.7 will limit or exclude any liability for fraud.

15.8 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.

15.9 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.

16 Definitions

"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.

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

“End User” means a merchant that uses Terminals and is registered on the GoDaddy Poynt Marketplace, through an End User Account, to access a GoDaddy Poynt App.

"End User Account” means a merchant’s account on the GoDaddy Poynt Marketplace.

“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 GoDaddy Poynt Marketplace.

“GoDaddy Poynt Marketplace” means the marketplace created and operated by GoDaddy Poynt which allows GoDaddy Poynt to distribute GoDaddy Poynt Apps and registered Developers to distribute their software, digital materials and other content directly to End Users.

"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 GoDaddy Poynt App with.