PRUPAY TOUCHLESS PAYMENTS TERMS AND CONDITIONS

By using PruPay’s products, software, apps, services or web sites (“PruPay Touchless Services”), you hereby agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you by PruPay from time to time, including, but not limited to, all PruPay Program Policies and Legal Notices (collectively, the “Terms”).

USE OF PRUPAY TOUCHLESS SERVICES 

PruCart, LLC, d.b.a. PruPay its subsidiaries and affiliated companies, offer PruPay services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access certain services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of PruPay services. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You agree to immediately notify PruPay of any unauthorized use of your password or account or any other breach of security. PruPay cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.

PRUPAY TOUCHLESS PAYMENTS

By signing up as a Merchant for PruPay Touchless Payments, you shall be responsible for a fee of ten cents ($0.10) USD per transaction (PruPay Touchless Payments Transaction Fee) for the using the PruPay Touchless Payments.  PruPay reserves the right to change this charge over time, and by continuing to use PruPay Touchless Payments, you agree to the new per transaction fee when implemented.

If you sign up for PruPay Touchless Payments prior to Midnight Pacific Time on July 15, 2020, PruPay will waive the current ten cents ($0.10) USD per transaction for the first ninety (90) days

PruPay Touchless Payments will offer you, as the Merchant, the opportunity to receive a “Pay it Forward” payment from your Customers. This “Pay if Forward” payment is for those Customers wanting to support your business, especially during these challenging times, the PruPay Touchless Payments will allow the Customer to add up to Ninety Nine Dollars ($99.00) to their bill as a way to support your business beyond the invoiced amount.

PruPay plans to donate 100% of it’s profits from PruPay Touchless Payments through Midnight Pacific Time on July 15, 2020 to a relevant charity that supports healthcare workers and/or first responders.

There shall be no penalty if you cancel PruPay Touchless Payments at any time, but you are responsible for all charges up through the effective cancellation date and time. PruPay reserves the right to modify this over time, but will notify you as the Merchant in advance of any such change.

In order to accept payments using PruPay Touchless Payments, you will need to establish or already have established a PayPal Business account.  PayPal has terms and conditions that you will need to accept that are related to payment processing with PayPal.  These terms and conditions are in addition to the terms and conditions you are agreeing to for PruPay Touchless Payments. Standard PayPal processing fees will still apply to all Merchant transactions beyond the charges for PruPay Touchless Payments.  You can confirm the rates and fees charged by PayPal at PayPal.com, or by contacting PayPal directly.

PruPay Touchless Payments uses text messaging, and you shall obtain the necessary permission from your customers to send them the PruPay Touchless Payments text messages, and allow them to opt-out.  Message and data rates may apply to the use of PruPay Touchless Payments.

You as the merchant are responsible for maintaining the security of the PruPay Touchless Payments, including the authorizations that you grant to others to manage your account within the PruPay dashboard.

CREDITS FOR CONVENIENCE FEES

As a Customer Satisfaction gesture, you as the Merchant may elect to refund the Convenience fee to your Customer via your PayPal business account. If you incur a fee for refunding a convenience fee, we will credit your account for that fee. Any credits to you as a Merchant for Convenience fee refunds require proof of refund in your PayPal Business account, and are limited to only actual refunds up to a maximum of Ten Dollars ($10) per month. We reserve the right to discontinue this refund at any time for any reason, including any abuse of this provision by a Merchant.

AMENDMENT OF TERMS

PruPay may amend the Terms Of Use at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the PruPay services (a “Revised Terms Of Use Version”). The Revised Terms Of Use Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Terms Of Use Version constitutes your acceptance of such Revised Terms Of Use Version. Any dispute that arose before the changes will be governed by the Terms Of Use in place when the dispute arose.

NO COMPATIBILITY WARRANTY 

We do not warrant that the PruPay services will be compatible with your mobile device or carrier. Your use of the PruPay services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls.

PERSONAL AND NON-COMMERCIAL USE 

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of PruPay services, use of PruPay services, or access to PruPay services except as otherwise expressly provided in the Terms or as specifically authorized in a separate written agreement.

MODIFICATIONS TO PRUPAY SERVICE 

PruPay reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, PruPay services (or any part thereof) with or without notice. You agree that PruPay shall not be liable to you or to any third party for any modification, suspension or discontinuance of PruPay services.

PRUPAY SOFTWARE UPDATES 

Your use of any Software provided by PruPay will be governed by the Terms and any additional terms and conditions of the end user license agreement accompanying such Software. PruPay Software may automatically report version number or other diagnostic information and may automatically download upgrades to the Software to update, enhance and further develop PruPay services, including providing bug fixes, patches, enhanced functions, missing plug-ins and new versions.

PRUPAY PRIVACY POLICY 

For information about our data protection practices, please see our Privacy Policy at https://prupay.com/privacy-policy/. By using PruPay services, you acknowledge and agree that PruPay may access, preserve, and disclose your account information and any Content associated with that account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce the Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), or (d) protect against imminent harm to the rights, property or safety of PruPay, its users or the public as required or permitted by law.

You understand that the technical processing and transmission of PruPay services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services.

CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) are the sole responsibility of the person from which such Content originated. PruPay reserves the right, but shall have no obligation, to pre-screen, flag, filter, refuse, modify or move any Content available via PruPay services. You understand that by using PruPay services you may be exposed to Content that is offensive, indecent or objectionable, and that you use PruPay services at your own risk.

You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using PruPay services and for any consequences thereof. You agree to use PruPay services only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts PruPay services or servers or networks connected to PruPay services.

In addition to this agreement, your use of some specific PruPay services is governed by the policies or guidelines specific to those services and which are specifically incorporated into this agreement.

You agree to comply with your company’s data usage and privacy policies.

Users outside of the United States agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to and from the United States or your country of residence.

PROPRIETARY RIGHTS OF PRUPAY 

You acknowledge and agree that PruPay services and any necessary software used in connection with PruPay services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You further acknowledge and agree that Content contained in sponsor advertisements or presented to you through PruPay services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by PruPay or other proper third party rights holders, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Content, PruPay services or Software, in whole or in part except as specifically authorized in a separate written agreement.

Subject to the Terms, PruPay grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software, unless such activity is expressly permitted or required by law or has been expressly authorized by PruPay in writing. You agree not to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to PruPay services. You agree not to access PruPay services by any means other than through the interface that is provided by PruPay for use in accessing PruPay services except as specifically authorized in a separate written agreement. Except as expressly authorized by PruPay you agree not to use, copy, imitiate, or incorporate any trademark, service mark, trade dress, company name, or product name in a way that is likely to cause confusion among consumers. You also agree not to remove, obscure, or alter PruPay’s or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the PruPay services or Software.

YOUR RIGHTS AND REPRESENTATIONS 

PruPay claims no ownership or control over any Content submitted, posted or displayed by you on or through PruPay services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through PruPay services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through PruPay services which are intended to be available to the members of the public, you grant PruPay a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Content on PruPay services for the purpose of displaying, distributing and promoting PruPay services. PruPay reserves the right to syndicate Content submitted, posted or displayed by you on or through PruPay services and use that Content in connection with any service offered by PruPay. PruPay furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion.

You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted. PruPay grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of the PruPay service, as authorized in these Terms Of Use. We may make software updates to the PruPay service available to you, which you must install to continue using the PruPay services. Any such software updates may be subject to additional terms made known to you at that time.

COPYRIGHT AND TRADEMARK POLICY 

Any use of PruPay’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features must be in compliance with the Terms.

We will respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act or other applicable law and to terminating the accounts of repeat infringers.

POLICY REGARDING USE AND STORAGE 

You agree that PruPay has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by PruPay services. You acknowledge that PruPay may have set no fixed upper limit on the number of transmissions you may send or receive through PruPay services or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice.

Upon the termination of your use of PruPay services, including upon receipt of a certificate or other legal document confirming your death, PruPay will close your account and you will no longer be able to retrieve content contained in that account.

PAYMENTS AND REFUNDS

The Service is made available as monthly subscription. PruPay charges for Paid Plans as well as charges for products or services offered in the CRM or Mobile App. In addition, You may purchase the configuration, setup and training services at an additional charge. If You have elected to upgrade to a Paid Plan, You will be billed monthly starting on the day of the upgrade. You can cancel a Paid Plan at any time and You will not be billed again. Upon upgrading or downgrading in plan level, You will be credited pro rata for the time remaining in the current billing cycle. Downgrading Your account may cause the loss of features, or capacity of Your account. PruPay does not accept any liability for such loss. Prices of the Service, including but not limited to monthly fees to the Service, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time. In addition, special pricing may apply for customers with an exceptionally high number of end-users or an unusually high monthly usage of the Service.

For subscriptions, you will have thirty (30) days after the date that any renewal fee is posted to your account to give notice that you want to cancel your subscription, and the subscription will be cancelled upon receipt of such notification and a credit will be posted to your account equal to the latest renewal fee charged. Transaction fees, or other processing fees are non-refundable.

PruPay provides an interface for the account owner to change credit card information (e.g., upon card renewal). The account owner will receive an email receipt upon each credit card charge. The receipts are also available for the account owner from within the application. PruPay uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for PruPay. Please visit http://PruPay.com/privacy.aspx to understand how PruPay collects and uses personal information.

CANCELLATION AND TERMINATION POLICY

You are responsible for properly cancelling Your account. The account owner can cancel the account at any time by clicking on the Settings link in the global navigation bar in the system header after logging in, then clicking the Account link. There are no other means of cancelling Your account. All of Your Content will be deleted from the Service within one (1) hour upon cancellation. This information cannot be recovered once Your account is cancelled. If You are subscribed to the Paid Plan and You cancel the Service, Your cancellation will take effect immediately and You will not be charged again.

PruPay reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate Your account (any part thereof) or use of the Service and remove and discard any of Your content in the Service, for any reason, including, if PruPay believes that You have violated this Term Of Service. PruPay will use diligent efforts to publish on the Site or notify You about any planned downtime of the Service, and will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of Service, may be referred to appropriate law enforcement authorities. PruPay shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

LINKS 

PruPay services may provide, or third parties may provide, links to other World Wide Web sites or resources. PruPay may have no control over such sites and resources and you acknowledge and agree that PruPay is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that PruPay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

CALIFORNIA BUSINESSES

If you are a “Business” as defined by the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., (“CCPA”) then this provision 27 applies to you. For purposes of this Section 27, “process”, “sell”, and “business purpose(s)” have the meaning ascribed to them by the CCPA.

For purposes of this Section, “Buyer Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household that is processed by PruPay in connection with its Services to you. Buyer Personal Information does not include information PruPay receives about your customers (“Buyers”) for purposes of PruPay’s digital receipt, customer directory and email marketing tools. It does include information that your Buyer has provided you through PruPay Invoices, or to receive loyalty-related or promotional text messages.

We may receive Personal Information from Buyers for the purpose of performing PruPay services on your behalf as described in these General Terms. We agree that we will process Buyer Personal Information collected, processed, stored or transmitted by, or accessible to us in the course of these General Terms, and other Applicable Terms of Service referenced above, only on your behalf, and for the purpose of providing you with the services in these Terms and other applicable terms linked above based on the products you use. We acknowledge that we are prohibited from: (i) selling the Buyer Personal Information; (ii) retaining, using, or disclosing the Buyer Personal Information for any purpose other than providing to you the services specified in these General Terms(s), and other applicable Terms of Service referenced above. As part of, and for purposes of, facilitating the PruPay service, PruPay may (i) de-identify or aggregate the Buyer Personal Information; and (ii) process the Buyer Personal Information for operational purposes, including, without limitation, verifying or maintaining the quality and safety of the PruPay services; improving, updating or enhancing the services either for you or for our customers generally; detecting and preventing fraud, and for protecting the security and integrity of our services; and complying with our legal obligations. You acknowledge and agree that buyer personal information that you disclose to PruPay is provided to PruPay for the parties’ business purposes.

We reserve the right to delete personal information stored pursuant to these Terms Of Use in the ordinary course of business, pursuant to our retention schedules.

INDEMNIFICATION 

You agree to hold harmless and indemnify PruPay, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively “PruPay and Partners”) from and against any third party claim arising from or in any way related to your use of PruPay services, violation of the Terms or any other actions connected with use of PruPay services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, PruPay will provide you with written notice of such claim, suit or action.

DISCLAIMER OF WARRANTIES  

You expressly understand and agree that:

Your use of PruPay services is at your sole risk. PruPay services are provided on an “as is” and “as available” basis. to the maximum extent permitted by law, PruPay and partners expressly disclaim all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

PruPay and partners do not warrant that (i) PruPay services will meet your requirements, (ii) prupay services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of PruPay services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through PruPay services will meet your expectations, and (v) any errors in the software will be corrected.

Any material downloaded or otherwise obtained through the use of PruPay services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

No advice or information, whether oral or written, obtained by you from PruPay or through or from PruPay services shall create any warranty not expressly stated in the terms.

LIMITATION OF LIABILITY  

You expressly understand and agree that PruPay and partners shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if PruPay or partners have been advised of the possibility of such damages) resulting from: (i) the use or the inability to use PruPay services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from PruPay services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on PruPay services; or (v) any other matter relating to PruPay services.

EXCLUSIONS AND LIMITATIONS 

Nothing in this agreement is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. accordingly, only the above limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

NO THIRD PARTY BENEFICIARIES AND NO ASSIGNMENT 

You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.  These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

NOTICE

You agree that PruPay may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on PruPay.com.

ENTIRE AGREEMENT BETWEEN THE PARTIES 

The Terms (including any policies, guidelines or amendments that may be presented to your form time to time such as Program Policies and Legal Notices) constitute the entire agreement between you and PruPay and govern your use of PruPay services, superceding any prior agreements between you and PruPay for the use of PruPay services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other PruPay services, affiliate services, third-party content or third-party software.

CHOICE OF LAW 

The Terms and the relationship between you and PruPay shall be governed by the laws of the State of Colorado without regard to its conflict of law provisions. You and PruPay agree to submit to the personal and exclusive jurisdiction of the courts located within the City and County of Denver, Colorado.

WAIVER AND SEVERABILITY 

The failure of PruPay to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

STATUTE OF LIMITATIONS 

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of PruPay services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section headings in the Terms are for convenience only and have no legal or contractual effect.

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