For Grueninger Cruises and Tours, Inc., (d/b/a Ambassadair, Grueninger Music Tours, Ambassadair Groups and Incentives, Grueninger Tours, Grueninger Travel Group) (collectively “Grueninger.”)

PRICE Prices are in U.S. dollars and are based on operating costs, fuel prices, taxes, and exchange rates at the time of contracting with suppliers. Should these increase, you may be notified and asked to pay these additional costs. All prices are subject to change without notice. Airfares are subject to change within 90 days prior to departure. At that time, air space may be released, and the price could revert to the available price at the time of booking. Prices listed in this publication are per person based on two people sharing a room (double occupancy) or one person (single occupancy). For triple, child, and other pricing refer to our website or contact a Grueninger Travel Counselor. Room occupancy limits vary among hotel properties and/or destinations. Triple rooms are based on three people sharing two beds; rollaway beds are not included in the price. Package prices do not include any fees or service charges other than those listed in the tour itinerary. The detailed itinerary with specific inclusions can be found at ambassadair.com.

All airfare and departure taxes are included unless this is not allowed by the country to be visited. The package price includes round trip airfare from Indianapolis (unless otherwise noted), all accommodations, airport transfers or touring by motorcoach transportation, sightseeing and admissions, meals, hotel baggage handling (one suitcase per person), and gratuities for included meals as noted in the itinerary.

Cruise pricing includes all taxes and fees at the time of print. If there is more than one departure date, the price listed is based on the least expensive option. Complete pricing may be found at ambassadair.com or by calling a Travel Counselor. We reserve the right to re-invoice you in case an error is made in computing your price. We cannot be responsible for typographical errors, misprints, and misquotes.

The “Package with Air” price includes round-trip airfare from Indianapolis unless otherwise noted (including current taxes and fuel surcharges, subject to change). If there is an increase you will be notified prior to departure. “Land Only” prices can be found online at ambassadair.com and do not include air travel, airline fees, airport or departure taxes, or transfers.

We are not responsible for air arrangements you have made on your own. Grueninger reserves the right to cancel or re-schedule any tour departure. Grueninger’s only liability will be to refund to the passenger the amount it has received for the “Land Only” booking (less any applicable fees). Any air tickets or other travel arrangements purchased outside of the complete Grueninger “Package with Air” will not be the liability of Grueninger in the case of trip cancellation or schedule change.

PRICE EXCLUSIONS Package prices do not include any items other than those listed in the tour itinerary. Visas, passport fees, incidental charges (snacks, laundry, phone calls, WIFI, etc.), beverages, meals not mentioned, items of a personal nature and gratuities for your travel director, motorcoach driver, hotel housekeepers, or cruise ship staff are not included. Airline fees such as checked and/or excess baggage or seat selections are not included.

RESERVATIONS & PAYMENT Based on the price of the trip, a per person deposit of $150 or greater is required to confirm your reservation. Upon confirmation of reservation, balance of payment is due 60 to 90 days prior to departure date, or earlier if specified. Deposit amounts and final payment dates vary by trip, and details can be found on the specific trip page at ambassadair.com. For reservations made within the final payment date, full payment is due immediately; a deposit or full payment may be taken if you are placed on a waitlist. All checks and money orders should be made payable to Ambassadair or Grueninger Travel Group. We also accept MasterCard, Visa, and Discover. Grueninger reserves the right to cancel any reservation and imposed cancellation charges if any payment Is not received per the payment schedule found on the specific trip page at ambassadair.com.

CANCELLATION & REFUND You have the right to cancel your reservation and receive a full refund, less a per person cancellation fee, any time prior to final payment. Trip cancellation fees and final payment dates vary by trip, and details can be found on the specific trip page at mbassadair.com. Participants who cancel within the penalty date will forfeit the total amount of the reservation. All refunds will be processed according to the manner in which you paid. Unless stated otherwise in these terms and conditions, please allow thirty (30) days for refunds to be processed. Grueninger reserves the right to cancel any reservation and imposed cancellation charges if any payment is not received per the payment schedule found on the specific trip page at ambassadair.com. To avoid cancellation fees, we recommend optional Travel Protection or Cancellation Waiver.

TRAVEL PROTECTION/CANCELLATION WAIVER Optional Travel Protection may be purchased and is strongly recommended. Travel Protection is through Travel Insured International and must be purchased with Grueninger no later than at the time of final payment. Travel Protection with Cancel for Any Reason (CFAR) must be purchased within 14 days of the initial trip deposit. Coverage includes Trip Cancellation/Trip Interruption, Emergency Medical and Emergency Medical Evacuation/Repatriation, Trip Delay, Baggage Delay and much more. This is a brief description of benefits; certain terms, conditions, limitation and exclusions apply. You may request a copy of the Group Deluxe Travel Protection Plan Description of Coverage prior to purchase by contacting a Grueninger Travel Counselor. Grueninger cannot be held responsible for policies enforced by Travel Insured. The Travel Protection Plan is underwritten by United States Fire Insurance Company.

For trips that Travel Protection is not offered including charter flights and motorcoach day trips, Cancellation Waiver is offered. This covers any penalties incurred by changes or cancellation up to 24 hours prior to departure of air and/or ground components. It does not cover trip protection fees, non-refundable optional tours, one-way travel, or voluntary changes made to your plans that result in a price increase. The Cancellation Waiver may only be purchased at the time of booking and is valid for new bookings only on selected trips. If the Cancellation Waiver is desired, it must be purchased by each paying passenger on the reservation and each person sharing accommodations.

CHANGES Any changes you make regarding your reservation are subject to a $50 per person change fee plus any applicable cancellation charges or increases in the package price.

ITINERARIES Grueninger continually strives to improve travel itineraries. If such improvements can be made we reserve the right to vary itineraries and to substitute hotels. If unforeseen circumstances beyond our control make changes necessary, we will make every effort to substitute hotels and venues of similar standard and location whenever possible.

TRAVEL DOCUMENTS Final documents will be issued by mail or electronically approximately 10-14 days prior to departure. Documents will not be delivered without full payment on a reservation. It is the Participant’s sole responsibility to review these documents for accuracy. Grueninger will not be liable for inaccuracies in any travel documents

REQUIREMENTS Participant is responsible for obtaining the appropriate identification and documentation to travel by air domestically or internationally. Grueninger’s cancellation penalties will apply if the traveler cancels the trip because they are unable to obtain the appropriate identification (I.e. passports, visas). Regulations specifically state that all passengers must present a government issued photo identification when boarding (both ways). It is the responsibility of the Participant to provide the correct spelling of their full name as it appears on their government issued I.D. If their name does not match the ticket issued, there will be change fees that are the responsibility of the Participant. Any person who cannot prove that he or she is the person designated on the reservation will not be allowed to board the aircraft. International flights require that you be able to present a valid U.S. passport as required. We recommend that your passport has six months validity and at least 3 blank pages. Non-U.S. citizens should consult the consulate of host country regarding documentation required. It is the Participant’s sole responsibility to be aware of the airline and airport security documentation requirements and to produce appropriate documentation. Grueninger bears no responsibility for such information and will not be responsible for advising and/or obtaining required travel documentation for any guests, or for any delays, damages and/or losses including missed portions of the trip due to improper documentation.

CANADA TRAVEL RESTRICTIONS Any person may be denied entry to Canada for reasons including, but not limited to, security risks, health issues, financial condition, and involvement in criminal activity (regardless of degree or length of time since such crimes occurred) such as DUI, DWI, reckless driving, negligent driving, misdemeanor drug possession, all felonies, domestic violence, shoplifting, theft, and other crimes. It is recommended that a person who has ever been charged with, or convicted of a crime obtain the necessary approval documents before attempting to enter Canada. To learn more about applying for and receiving these approvals and corresponding documentation, we strongly recommend that you visit the following website or details regarding the requirements and process: www. cic.gc.ca/english/information/inadmissibility/index.asp. This is only a guide. A Canadian immigration officer will decide if you can enter Canada when you arrive at a port of entry.

CHILDREN TRAVELING Children 17 and under must be accompanied by an adult. Federal Air Regulations require that any child over the age of 24 months must occupy a separate seat. A birth certificate is required to validate age of all infants under age two. Reduced prices for children on ground packages are based on children sharing a room with two adults. Passports are required for all international travel regardless of age. For Aruba and all Mexican destinations, any child 17 years or younger not traveling with both parents is required to carry a Parental Consent Form or permission letter signed by both parents and notarized at time of check-in.

BAGGAGE ALLOWANCE & LIABILITY Baggage allowance and fees vary and are not covered in the cost of the trip. For specific allowances and fees, see airline and refer to Grueninger’s documents, issued approximately 10-14 days before the trip. Questions regarding baggage restrictions on commercial carriers should be directed to that particular airline.

AIR CARRIERS All trips are via commercial air carriers unless otherwise noted. Grueninger acts as a sales agent for air carriers and reserves the right to designate any air carrier, including commuters and charter services, connecting routing and schedule from Indianapolis. Tickets issued are highly restrictive and may not be reissued, revalidated, or exchanged for another carrier or routing.

AIR SCHEDULE Flight schedules are confirmed by Grueninger as early as 60 days prior to departure date. A tentative flight schedule may be given. You will receive your air schedule with your final documents approximately 10-14 days prior to departure. However, these schedules and air carriers are subject to change without notice prior to departure.

SEAT AND ROOM ASSIGNMENTS Seating and room requests made at the time of booking will be considered; however, these are requests, not guarantees. Although your seating preferences are forwarded to the airline, the airline cannot always honor these requests and pricing does not include assigned seats.

TRAVEL DIRECTORS All departures designated “Escorted” with 20 Participants or more will have an Grueninger Travel Director throughout the trip.

ACTIVITY LEVEL The amount of walking varies according to the tour. In general, European destinations require more walking over uneven surfaces. Please call a Grueninger Travel Counselor who can answer questions regarding the activity level per trip.

TRAVELERS NEEDING SPECIAL ASSISTANCE Participants with disabilities are welcome and must always be accompanied by a companion capable of providing all required and needed assistance and must not require special assistance from Grueninger or its suppliers. The Participant must notify Grueninger regarding any disabilities, in writing, during the trip reservation process and of the identity of the non-discounted, paid travel companion who will be responsible for providing all necessary assistance. The Participant should notify Grueninger if ADA accessible accommodations are needed at the time of reservation. Grueninger will make all reasonable efforts to accommodate this request, but cannot be responsible if ADA accommodations are not available. Any accommodations provided will be at the sole expense of the participant requiring the accommodation.

Neither Grueninger nor its partners, nor its suppliers, may physically lift or assist clients into transportation vehicles. Any participant that uses oxygen must work with the airline directly to obtain approval.

For safety and liability reasons, Grueninger and its representatives cannot be responsible for directly accommodating any food allergies, or dietary requirements and restrictions, and is not responsible for any issues or problems associated with the same. All scenarios and special dietary requests regarding food and drink, including allergies, or dietary requirements and restrictions, are the sole responsibility of the participant. While most meal establishments can offer general options, Grueninger cannot guarantee that options will be available. Just in case, we recommend packing extra food/snacks if accommodations cannot be met.

PHOTOGRAPHY ON TOUR Grueninger may, at times, use photographs taken by your Travel Director or fellow Participants for promotional purposes. If you prefer that your likeness not be used, please tell your Travel Director or a Grueninger representative.

SUPPLIERS’ LIABILITIES Grueninger makes arrangements with air carriers, hotels, car rental companies, and other independent parties to provide you with travel services you purchase. These services are subject to the conditions imposed by these suppliers, and their liability may be limited by their tariffs, conditions of carriage, and international agreements.

RESPONSIBILITY CLAUSE Neither Grueninger, its affiliated entities and their employees, shareholders, officers, directors, successors, agents, and assigns (collectively Grueninger), own or operate any person or entity which is to or does provide goods or services for these trips. You agree to be bound by the conditions of carriage for all transportation providers. All tickets, receipts, coupons, and vouchers are issued subject to the terms and conditions specified by each supplier, and by accepting the coupons, vouchers, and tickets, or utilizing the services, all customers agree that neither Grueninger, nor its employees, agents, or representatives are or may be liable for any loss, injury, or damage to any tour participant or their belongings, or otherwise, in connection with any service supplied or not supplied resulting directly or indirectly from any occurrence beyond the control of Grueninger. Grueninger does not maintain control or operate the personal, equipment, or operations of these suppliers it uses and as such Grueninger assumes no responsibility for and cannot be held liable for any personal injury, death, property damage or other loss, accident, delay, inconvenience, or irregularity which may be occasioned by reason of (1) any wrongful, negligent, willful or unauthorized acts or omissions on the part of any of the suppliers or other employees or agents, (2) any defect in or failure of any vehicle, equipment, or instrument owned, operated or otherwise used by any of these suppliers, or (3) any wrongful, willful or negligent act or omission on the part of any other party. Without limiting the foregoing, Grueninger accepts no responsibility for any risk or resulting injury, criminal activity, weather or other acts of God, accidents, disease, epidemics or the threat thereof, illness, the provision of inappropriate or no medical attention or access to appropriate medical attention, the demands of indoor or outdoor activities, strikes, political or civil unrest, overbooking, structural or other defective conditions in hotels or other lodging facilities, acts of terrorism or the threat thereof, insurrection or revolt, or any other event beyond its direct control.

No refunds will be made for features in the trip not utilized. The cost of replacing lost or stolen tickets is the responsibility of the passenger. If a flight or transfer by motorcoach or train is missed, whether by weather or other conditions beyond Grueninger’s control, participant is responsible to make his or her own arrangements and to pay all charges associated therewith. Participant’s retention of tickets, reservations, or bookings after issuance shall constitute consent to the above. Grueninger issues airline tickets, hotel confirmations, and other travel documents for such services as an agent for the companies that provided these services directly. Airline tickets and hotel accommodations are subject to all terms and conditions of the respective suppliers (airlines, hotel chains, etc.) regarding travel. These suppliers may limit or exclude the accrual of frequent flyer or reward program points.

Both the U.S. State Department and the Centers for Disease Control publish and update important country-specific information for travelers. We strongly recommend that you review them. They can presently be found at: https://travelstate.gov/content/passports/en/alertswarnings.html and https://wwwnc.cdc.gov/travel/notices.

Grueninger in its sole discretion reserves the right to decline to accept any participant as a member of these trips. Grueninger reserves the right in its sole discretion to terminate any participant who does not abide by its rules and regulations, and/or whose conduct is deemed to be such as to endanger the participant, the success of the program, or the welfare of other participants, staff members and/or third parties. In the event of such termination, the participant will be sent home at the expense of the participant and his or her parent or guardian. The manner and means of transporting the participant home shall be determined exclusively by Grueninger. In the event of such termination, there will be no refund whatsoever. The participant is personally liable to Grueninger for any damages caused by improper conduct. Grueninger may cancel any trip because of insufficient enrollment or for any other reason. The terms set forth in this agreement constitute the entire agreement between participant and Grueninger. Any amendment to this agreement must be made in writing and signed by both parties.

Participants agree to hold Grueninger harmless for himself/herself/their self and his/her/their heirs and any of their minors, guests, and invitees and acknowledges the inherent risks involved in the use of the hotel’s swimming pool and/or body of water, which risks include, but are not limited to bodily injury, sickness, disease or death from using the swimming pool or body of water. Participants also acknowledge and understand that use of the swimming pool or body of water by the participants is potentially dangerous and that the type of injury or damage described above can occur when using the swimming pool or body of water. PARTICIPANTS UNDERSTAND THERE WILL BE NO LIFEGUARD ON DUTY AND IF THE PARTICIPANTS CHOOSE TO SWIM, THEY WILL DO SO AT THEIR OWN RISK.

Participants hereby releases Grueninger, its staff and management, from any liability and/or responsibility for possible damage done by the Participant to the Hotel, or any other facility used during the tour, including: buses; vehicles, the various attraction facilities and/or performance facilities. Participant understands that full responsibility for damage, if such is incurred, rests entirely with the Participant to settle any claims, resulting from said damage, directly with the claimant.

SEVERABILITY If any provision of these terms and conditions shall be held unenforceable, such provision shall be struck and the remainder shall remain enforceable.

CHOICE OF LAW This agreement is governed in all respects by the laws of the state of Indiana without regard to conflicts of law principles. All Participant claims must be submitted in writing and received by Grueninger no later than sixty (60) days after the completion of the Grueninger trip. Participant claims not submitted and received within this time shall be deemed waived and barred.

Ambassadair, a division of Grueninger Travel Group
9011 N. Meridian Street, Suite 100, Indianapolis, IN 46260
317.581.1122 | 800.225.9919 | www.ambassadair.com

IMPORTANT: THIS SOFTWARE AS A SERVICE AGREEMENT (“The Agreement”) IS A BINDING LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND GROUPCOLLECT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SERVICES. IT PROVIDES A LICENSE TO USE THE SERVICES AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY CLICKING THE “I ACCEPT” BUTTON AND USING THE SERVICES YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SERVICES AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICES.

You acknowledge and agree that we may change these Terms and Conditions from time to time and that those changes become effective immediately. If we make material changes, we will provide you notice. Your continued use of our services following the notice of any changes constitutes your acceptance and agreement to be bound by such changes.

(a) “Agreement” means the written (or electronic) agreement entered into between GroupCollect and the Merchant regarding payment processing services to which these General Terms are applied and are an integral part of.

(b) “Acquirer” is a third-party entity, such as a credit card network processor or bank, that receives and processes End-User Customer payment information and remit payment funds in accordance with and subject to certain policies, procedures and standards, and/or an acquiring bank that screens and accepts sales drafts and completes financial settlement for the respective sale transaction on behalf of GroupCollect or Merchant.

(c) “Acquirer Agreement” is an agreement between the Merchant and an Acquirer enabling the Merchant to act as a merchant or sub-merchant in transactions that are processed through the relevant Acquirer.

(d) “Group Collect, LLC” (hereinafter GroupCollect) is a limited liability corporation organized and existing under the laws of the State of Florida, with its head office located at 7 Old Mission Ave., Saint Augustine, Florida 32084, and is the owner and authorized distributor of GroupCollect Services.

(e) “Confidential Information” means the Services, Documentation, Specifications and Terms and Conditions of the Agreement.

(f) “Customer” A Consumer or company that purchases products or services online from the Merchant.

(g) "Customer Data" means any personal data of Your customers of any type that is submitted to the Services by You or your customers.

(h) “Merchant” A company selling its products or services online to Customers and who has entered into the Agreement with GroupCollect. The Merchant is the vendor of the products or services and the creditor of the Customer.

(i) Merchant ID refers to GroupCollect’s own account(s) at recognized Acquirer(s) and used by GroupCollect to process payment for Products in respect of certain payment transactions conducted through the GroupCollect Payment Services where GroupCollect shall process the transaction through GroupCollect’s Merchant ID on behalf of Merchant.

(j) “Merchant of Record” is the party formally recorded as conducting the payment transaction with an End-User Customer.

(k) “Order Forms” means the ordering document signed by the parties that accompanies and incorporates the Services as a service agreement, including the services policies and any other document referenced or incorporated into the ordering document.

(l) “Product” means goods or services, or a combination thereof supplied to the Customer in accordance with the terms of the sale agreement(s) entered into between the Merchant and the Customer.

(m) “Services” means the GroupCollect software as a merchant of record platform and any third-party computer platform contained therein not explicitly subject to a different license, in each case supplied by GroupCollect herewith, and, if applicable, the corresponding documentation, associated media, printed materials and online or electronic documentation, and all updates or upgrades of the above that are provided to you.

(n) “User” means those individuals authorized by you or on your behalf to use the services, as defined in the ordering document.

(o) “You” and “Your” means the individual or entity that has ordered GroupCollect Services.

2.1 MERCHANT OF RECORD

Subject to the terms and conditions of this Agreement, during the Term of the Agreement and by means of the GroupCollect Merchant ID, GroupCollect will process transactions for payment from Customers for Products from GroupCollect as Merchant of Record.

Where GroupCollect provides the Services through the GroupCollect Merchant ID, it is agreed that GroupCollect has license from the Merchant to perform such sales transactions through the GroupCollect Merchant ID. GroupCollect Merchant ID refers to GroupCollect’s account(s) at recognized Acquirer(s) and used by GroupCollect to process payment for Products. The Customer is informed at time of sale of GroupCollect as Merchant of record.

2.2 RELATIONSHIP

GroupCollect will not enter into any contracts or commitments in the name of, or on behalf of, Merchant. As a Services Provider, GroupCollect shall not take possession or control of any Products but shall only render payment services. GroupCollect is not the custodian of any monies and is never in possession of such funds. All funds are held and controlled by the payment service provider.

3.1 ACCOUNT

You must open an account with us to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. Once registered, you are responsible for maintaining the confidentiality of your passwords, login and account information. You will be responsible for all use of the services by you, anyone using your password and login information (with or without your permission) and anyone who you allow to access the services. If at any time you have reason to believe that your account is no longer secure (through for example: loss, theft, identity theft, hacking, or unauthorized disclosure or use of your information or computer or mobile device used to access the Services), you are solely responsible to promptly change any and all of your Personal information that is affected. We reserve the right to change the account type, suspend or terminate the account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

3.2 MERCHANT INFORMATION AND OBLIGATIONS

The Merchant shall provide GroupCollect with all the information, approvals, powers of attorney and other documents and authorizations, as specified by GroupCollect periodically, in order for GroupCollect to provide the Services and the System.

To carry out the provision of the Services and to ensure accurate and timely processing of all of the Sales, the Merchant shall provide all necessary data in compliance with the specifications as provided by GroupCollect. The Merchant acknowledges that its failure to comply with the specifications for data delivery may result in a delay, suspension or cancellation of processing of the effected Sales.

Merchant warrants that it has all right, title and license in Products to permit GroupCollect the right of processing the transaction with GroupCollect as the merchant of record. In the event that Merchant breaches this warranty, GroupCollect may immediately suspend or terminate Services for Merchant.

The Merchant represents and warrants that all Customer sales are valid and the products and/or services are marketed and delivered to the Customers in accordance with the applicable law and any sale agreements. The Merchant shall be responsible for the sale to the Customer as a vendor, as specified by the applicable law and any sale agreement terms and conditions.

In particular in the sale of Consumer goods or services, the Merchant must indicate on its website the price and shipping costs of the consumer goods or services being sold and provide all other information required by applicable laws. The total price, shipping costs and all other terms and conditions applicable to the sale shall also be communicated to the consumer in writing or electronically in such a way that the consumer can record or reproduce the information in an unaltered form.

Merchant shall comply with all applicable state and country laws and regulations where Merchant is registered/located as from time to time in force regarding data protection, consumer rights, ecommerce, provision of services, consumer rights, protection and contracts.

Merchant will not act as a payment facilitator or otherwise resell the Services to any third party. Merchant shall not use the Payment Services to handle, process or transmit funds for any third party or use the Services to process cash advances.

3.3 RIGHTS AND OBLIGATIONS

Under no circumstance is GroupCollect responsible for a Customer paying the Merchant, furthermore GroupCollect does not take ownership of or responsibility for any goods or services supplied or to be supplied by the Merchant to the Customer.

GroupCollect shall not provide any Customer support and shall refer any possible queries from the Customers to the Merchant.

GroupCollect may, in its sole discretion, modify or suspend the provision of the Services and/or the System due to suspected illegal activities or if the provision of the Services and/or the System is compromised by the Merchant or any Customer.

GroupCollect may furnish the Merchant periodic advice and assistance with respect to the Services and the System, as GroupCollect determines to be reasonably necessary, including consultation and advice regarding the implementation of payment methods appropriate to the Merchant’s market.

All information based on customers’ activity in the System or Service belongs to GroupCollect and GroupCollect is allowed to use it for producing payment services, however, acknowledging the confidential pieces of Customers' and Merchants' information. GroupCollect has the right to use Customer information received from the Merchant for producing the payment service and simplifying Customers' payment transactions. GroupCollect has no right to disclose Customer information to third party without the Customer's specific consent.

As part of performing Services under this Agreement, GroupCollect may conduct fraud checks. Merchant acknowledges and agrees that such fraud checks may delay transactions and payment collection from Customers. In the event a Customer seeks to cancel an order due to such delay, GroupCollect will not be liable to the Merchant for such cancellation.

4.1 RIGHT TO ACCESS

Upon GroupCollect’s acceptance of your order and for the duration of the service term defined in the ordering document you have a non-exclusive, non-transferable, royalty free, worldwide limited right to install and use the services solely for your internal business operations and subject to the terms and conditions of this Agreement. You may allow your users to use the services for this purpose and you are responsible for your users’ compliance with the agreement. The services are provided as described in, and subject to, the services policies referenced in the ordering document.

You acknowledge that GroupCollect has no delivery obligation and will not ship copies of the GroupCollect programs to you as part of the services. You agree that you do not acquire under the agreement any license to use the GroupCollect programs specified in the ordering document in excess of the scope and/or duration of the services. Upon the end of the agreement or the services thereunder, your right to access or use the GroupCollect programs specified in the ordering document and the services shall terminate.

4.2 OWNERSHIP, DISTRIBUTION AND RESTRICTION ON USE

You retain all ownership and intellectual property rights in and to your data. GroupCollect retains all ownership and intellectual property rights to the services and GroupCollect programs. GroupCollect retains all ownership and intellectual property rights to anything developed and delivered under the agreement. Third party technology that may be appropriate or necessary for use with some GroupCollect programs is specified in the program documentation or ordering document as applicable. Your right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by GroupCollect and not under the agreement.

(a) You may not reproduce in any way or distribute copies of the Services, make available the Services in any way to third parties, upload the Services on any website or electronically transfer the Services from one computer to another or over a network, except as expressly authorized under the terms of the Agreement;

(b) You may not alter, merge, modify, adapt or translate the Services, or decompile, reverse engineer, disassemble, or otherwise reduce the Services to a human-perceivable form or undertake any activity intended to bypass, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) the proper and/or secure operation of the Services or breach any patent held or patent application deposited by GroupCollect in any way;

(c) You may not sell, rent, lease, loan or sublicense the Services;

(d) You may not modify the Services or create derivative works based upon the Services.

5.1 PAYMENT AND PRICE

The Merchant shall pay GroupCollect the fees for i) the payments made by the Customers to the Merchants due to the Sales; ii) the right to use the System and the Services as well as iii) other remunerations in accordance with the Agreement.

Payment for GroupCollect’s services is directly deducted from the settlement and the remaining amount is transferred to the Merchant. The settlement is the payments the Merchant receives from the Customers on behalf of the Merchant from the sales.

If the Merchant has requested that some or all of the collected payments from the Customers be converted into a currency other than the one in which they were collected prior to transfer to the Merchant, then the exchange rates used for such conversion will be made known to the Merchant. The right to raise objection against the used exchange rates shall be waived and invalidated if such objection is not made within fourteen (14) days after receipt of said notification to the Merchant.

5.2 CHARGEBACKS, REFUNDS, REVERESED PAYMENTS

The Merchant assumes full credit risk for the Customers. This liability is not subject to any limitation of liability that may be expressed elsewhere in the Agreement or these General Terms and survives any termination of the Agreement.

In accordance with the applicable law, the Consumer or the Customer may have the right to withdraw from the Sale agreement by notifying the Merchant within the period specified in the law or terminate the Sale agreement. If the Sale is cancelled, terminated or becomes void by virtue of the law and GroupCollect is responsible for reimbursing all the payments received from the Consumer, the Merchant shall compensate GroupCollect for this amount as well as the settlement costs with a 13% settlement fee. GroupCollect is entitled to set off any amount the Merchant is liable for from the payments GroupCollect shall transfer to the Merchant due to the Sales.

The Merchant shall also compensate GroupCollect for all the expenses incurred upon a dispute rising with regard to the Sale.

Merchant will assist when requested, at Merchant’s expense, to investigate any Merchant transactions processed through the Services. You hereby authorize GroupCollect to share information regarding a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. GroupCollect will use information we request of you and any content you upload through the Service to respond to Chargebacks on your behalf. If the Chargeback is contested successfully, we will release the reserved funds to your Account. If a Chargeback dispute is not resolved in your favor by the Acquirer or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms from you. Without prejudice to your right to appeal a reported chargeback or reversed payment with the acquiring bank, you explicitly agree to accept any such reported reversed payments, penalties or other fees and expenses reported by GroupCollect provided that GroupCollect notifies the Merchant of any such amount.

Your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. In such circumstances, GroupCollect reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

5.3 HOLDBACKS, ROLLING RESERVES, AND EXCESSIVE CHARGEBACKS

“Holdbacks” are sums that GroupCollect may in its sole discretion without prior notice hold in reserve against Merchant’s account during exposure or potential exposure to high frequency of refunds or Chargebacks or following significant variations in monthly sales volume, so as to ensure there are sufficient funds held in Merchant’s account to meet potential Refund and Chargeback requests. Should GroupCollect be subject to, or have reasonable cause to believe that it may be exposed to any negative Merchant account balance, or any claims, fines, penalties, non-compliance charges or additional fees levied by any Acquirer, Card Association or legal authority due to Merchant’s acts or omissions, or as a result of default, breach or termination of this Agreement, fraud, money laundering, illegal, unauthorized or improper actions of Merchant and/or Merchant’s customers, GroupCollect may in its sole discretion and without prior notice holdback in reserve additional sums for such period as it deems necessary to secure and make whole its financial position.

“Rolling Reserve” – GroupCollect may in its sole discretion set a six-month Rolling Reserve from each payment due to Merchant to meet potential Refunds and Chargeback requests. Such reserve may be increased in period and amount where GroupCollect determines there to be a significant risk of exposure, or in order to be at a level and coterminous with such reserve period set by Acquirers used to process Merchant’s transactions through GroupCollect. A Rolling Reserve may also be imposed for any business category deemed by GroupCollect or any relevant Acquirer to be of a high than usual risk, such as travel and events.

Should there be insufficient funds in Merchant’s account at any time to provide any required Holdback or Rolling Reserve, GroupCollect shall be entitled to issue a written demand for the required funds. If within 48 hours, Merchant fails to provide such funds or provide GroupCollect with a form of guarantee for payment that is acceptable to GroupCollect, then GroupCollect may immediately suspend Merchant’s account or terminate this agreement.

GroupCollect may place Merchant into GroupCollect’s Excessive Chargeback Management Program or under a Card Association’s excessive chargeback requirements program if in GroupCollect’s or Acquirer’s sole discretion there is undue commercial risk or excessive volume of Chargebacks. Merchant shall be liable in respect of all charges relating to such programs and for any fees, assessments, penalties or fines levied by the Acquirer or Card Association in relation to said excessive chargebacks.

5.4 RIGHT OF SET OFF, DEBIT, AND INVOICE

GroupCollect shall be entitled to issue an invoice for any shortfall of funds in the Merchant’s account. GroupCollect may issue and invoice for and recover from Merchant or setoff against current or future amounts due GroupCollect under this Agreement, payments that are charged back or disputed by Customers, and also in respect of any fines, penalties, non-compliance charges and/or fees imposed on GroupCollect by any relevant authority or Acquirer due to Merchant’s act, default or omission, including sums chargeable in relation to any GroupCollect or Card Association Excessive Chargeback Management Program.

Notwithstanding whether an invoice has been issued or not, if the amount of Merchant’s funds held by GroupCollect is insufficient to meet Merchant’s obligations or cover GroupCollect’s financial exposure regarding the Merchant’s account, to the extent permitted by law, GroupCollect may obtain collection of all sums due from Merchant to GroupCollect including sums required by way of refunds, Chargebacks, Holdbacks or Rolling Reserves by debiting such sums directly from any bank accounts used or registered by Merchant for payment from GroupCollect (“Bank Accounts”). Merchant grants to GroupCollect Recovery Authorizations concerning funds Merchant is obligated to repay GroupCollect. Additionally, Merchant hereby authorizes GroupCollect to administratively freeze or direct any third-party bank holding the account to freeze all such accounts to allow GroupCollect to protect our security interest, collection, charge and setoff rights as provided for in this section. Merchant’s failure to discharge such amounts on demand shall be a material breach of this Agreement and Merchant will be liable for GroupCollect’s costs of collection in addition to the sum owed including without limitation, attorneys’ fees, expenses, costs of any arbitration process or court fees, interest, and collection charges.

5.5 HELD FUNDS

Should GroupCollect hold funds that are due to Merchant under this Agreement that it is unable to deliver because Merchant has not provided its current contact information or Merchant's account has become inactive or dormant but not terminated, it is agreed that GroupCollect may assess account maintenance, inactivity or dormant account fees as applicable until any balance is eliminated or Merchant makes contact to obtain the balance remaining at the time of contact less any applicable deductions, all subject ultimately to requirements of law.

5.6 TAX

When required under applicable law as applies to the business relationship hereunder, GroupCollect shall charge, collect and pay taxes to the appropriate authorities; otherwise the Merchant shall have sole responsibility and liability to collect and remit taxes. To the extent that Merchant is required under applicable law to charge, collect and pay taxes, said taxes shall be paid by Merchant directly to the appropriate authorities.

5.7 INTEREST

GroupCollect may charge interest at the rate of 1.5% per month or at the highest amount permitted by applicable law on any negative balance on the Merchant’s account. Such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due.

This is a subscription agreement for access to and use of the Services. You acknowledge that you are obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to You under this Agreement. You agree that GroupCollect or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "GroupCollect Technology"). Except as expressly set forth in this Agreement, no rights in any GroupCollect Technology are granted to You. Further, You acknowledge that the Services are offered as an on-line, hosted solution, and that You have no right to obtain a copy of any of the Services, except as provided by GroupCollect.

7.1 CONFIDENTIAL INFORMATION OF GROUPCOLLECT

Merchant acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation, or other entity, other than Your employees with a need to know such Confidential Information to perform employment responsibilities consistent with Your rights under this Agreement. You shall safeguard and protect the Confidential Information from theft, piracy, or unauthorized access in a manner at least consistent with the protections You use to protect Your own most confidential information. You shall inform your employees of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by GroupCollect, to prevent any unauthorized disclosure, copying or use of the Confidential Information. You acknowledge and agree that in the event of Your breach of this Agreement, GroupCollect will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, GroupCollect shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy GroupCollect may have.

If Merchant is compelled by law to disclose GroupCollect’s Confidential Information it may do so; provided that it provides GroupCollect with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Merchant’s cost, if GroupCollect wishes to contest the disclosure.

Upon termination or expiration of this Agreement, Merchant shall return all copies of GroupCollect’s confidential information (with the exception of 1 archival copy for the purpose of compliance with these obligations) or remove same from all media and destroy same.

The obligations under this section shall continue until such time as the Information is no longer Confidential.

7.2 CUSTOMER DATA

(A) Rights to Customer Data. As between the parties, You will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to GroupCollect. Subject to the terms of this Agreement, You hereby grant to GroupCollect a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to You. GroupCollect’s use of Customer Data is described more fully in the Privacy Policy.

(B) Storage of Customer Data. GroupCollect does not provide an archiving service. GroupCollect agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Your applicable Subscription Term. GroupCollect expressly disclaims all other obligations with respect to storage.

(C) Customer Obligations. (a) In General. You are solely responsible for the accuracy, content and legality of all Customer Data. You represent and warrant to GroupCollect that You have all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting GroupCollect the rights in Section 7.2(A) (Rights to Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws (including but not limited to GDPR), or (iii) any terms of service, privacy policies or other agreements governing Your accounts with any Third-Party Platforms. You further represent and warrant that all Customer Data complies with the GDPR. You will be fully responsible for any Customer Data submitted to the Services by any person as if it was submitted by You. b) No Sensitive Personal Information. You specifically agree not to use the Services to collect, store, process or transmit any Sensitive Personal Information, other than that information necessary to use the Services. Customer acknowledges that GroupCollect is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant. GroupCollect will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.

(D) Security. GroupCollect agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, GroupCollect will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond GroupCollect’s control.

7.3 UNAUTHORIZED DISCLOSURE You shall notify GroupCollect immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by You, and shall fully cooperate with GroupCollect to help GroupCollect regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.

8.1 OPERATION

GroupCollect warrants to and for the benefit of You only that, for a period of ninety (90) days after commercial sale to You (the "Services Warranty Period"), the Services will operate substantially in accordance with the specifications published by GroupCollect for such Services. If it is determined the Services do not operate substantially in accordance with the specifications published by GroupCollect for such Services, then at GroupCollect’s sole discretion, (a) such Services will be modified or replaced so that it does operate substantially in accordance with such specifications and returned to You freight prepaid, or, at GroupCollect’s election, (b) the amount paid by You to GroupCollect for the Services which fails to so operate in accordance such specifications will be refunded to You and thereupon the license to use such Services shall terminate. GroupCollect shall have no warranty obligations whatsoever with respect to any Services which has been modified in any manner from the form in which it was delivered by GroupCollect.

8.2 DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1 GROUPCOLLECT MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND GROUPCOLLECT SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

9.1 INDEMNIFICATION BY GROUPCOLLECT

GroupCollect hereby indemnifies You against any claims that the Services, furnished and used within the scope of the Agreement, infringes any United States registered copyright or patent, provided that: (1) GroupCollect is given prompt notice of the claim; (2) GroupCollect is given immediate and complete control over the defense and/or settlement; (3) You does not prejudice in any manner GroupCollect’s conduct of such claim; and (4) the alleged infringement is not based upon the use of the Services in a manner prohibited under the Agreement, in a manner for which the Services was not designed , or in a manner not in accordance with the specifications.

9.2 INDEMNIFICATION BY YOU

You hereby indemnify and hold harmless GroupCollect against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon the breach of any Customer Data. The Merchant shall indemnify and hold GroupCollect harmless against all expenses, costs, damages, interests incurred by GroupCollect based on the Sale or Agreement, misuse of credit cards, account information, or the Service.

9.3 ALTERED VERSION

GroupCollect shall have no liability for any claim of infringement based on (a) the use of superseded or altered version of the Services in infringement would have been avoided by the use of a current or unaltered version of the Services which GroupCollect made available to You; or (b) the combination, operation, or use of the Services with Services or hardware, or other materials not furnished by the GroupCollect.

10.1 LIMITATION

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THE AGREEMENT.

GROUPCOLLECT DOES NOT ASSUME ANY LIABILITY FOR MERCHANT’S FAILURE TO PERFORM INACCORDANCE WITH THIS AGREEMENT OR ANY RESULTS CAUSED BY MERCHANT’S ACTS,OMISSIONS OR NEGLIGENCE, OR A SUBCONTRACTOR OR AN AGENT OF MERCHANT OR AN EMPLOYEE OF MERCHANT OR ANY OF MERCHANT’S AGENTS OR SUBCONTRACTORS, NOR SHALL GROUPCOLLECT HAVE ANY LIABILITY FOR CLAIMS OF THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF THIRD PARTIES ARISING OUT OF OR RESULTING FROM, OR INCONNECTION WITH, MERCHANT’S PRODUCTS (EXCEPT AS MAY ARISE THROUGH GROUPCOLLECT ACTING AS MERCHANT OF RECORD), MESSAGES, PROGRAMS, CALLER CONTRACTS, PROMOTIONS, ADVERTISING, INFRINGEMENT, OR ANY CLAIM FOR LIBEL OR SLANDER OR FOR MERCHANT’S VIOLATION OF COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS.

10.2 FORCE MAJEURE

Neither party shall be under any liability for any loss of for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, governmental actions, fire, work stoppages, shortages, war, terrorism, civil disturbances, transportation problems, interruptions of power or communications, Internet service provider or hosting facility failures or delays involving third party hardware or software systems, denial of service attacks, malware intrusion, hacking attacks, acts of third parties outside of GroupCollect’s control, natural disasters, pandemic, quarantine, or significant changes in the ability of GroupCollect to offer the Services in terms of the scope and/or price set out herein as a result of changes in law, or in policy of Card Associations and/or Acquirers, and/or governmental authorities, or any other similar cause beyond the parties reasonable control.

For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

11.1 TERM

Unless otherwise terminated pursuant to this section, this Agreement shall continue until terminated by one party serving upon the other advance written notice of 60 days notice of such party's intention to terminate this Agreement. Such notice shall be in writing and sent via certified mail to the address of the Party in the Agreement.

11.2 TERMINATION

GroupCollect may, in its sole and absolute discretion, at any time and for no reason, suspend or terminate the rights afforded to You hereunder, with or without prior notice. Furthermore, if You fail to comply with any of the terms or the Agreement, then any rights afforded to You hereunder shall terminate automatically, without any notice or other action by GroupCollect. Upon termination, You shall cease all use of the Services and uninstall the Services.

You may terminate the Agreement without prejudice to any other remedy You may have, in the event of a material breach of the Agreement which is not remedied within 15 days. Termination shall not relieve Your obligation to pay all amounts which are due and payable or which You have agreed to pay.

Upon termination of this Agreement, You shall cease using the Services and promptly delete the service and return all copies of the Services, and all other Confidential Information in Your possession or control. You shall delete all copies of the Services and all other Confidential Information residing in- on- or off- line computer memory, and destroy all copies of said material.

The Merchant agrees to enter into agreements with third parties enabling GroupCollect to provide the Services and the System for the Merchant. The Merchant shall bear the costs associated with procuring and maintaining such third-party agreements. The Merchant acknowledges and agrees that GroupCollect does not have the authority to negotiate, facilitate or allow changes to these agreements.

Payment processing services for GroupCollect are provided by Stripe, Inc. ("Stripe") and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these terms or continuing to use GroupCollect’s service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of GroupCollect enabling payment processing services through Stripe, you agree to provide GroupCollect accurate and complete information about you and your business, and you authorize GroupCollect to share it and transaction information related to your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third-party processing fees apply in addition to any service fee. GroupCollect is not responsible for the performance of any third-party credit card processing or third party payment services. You expressly understand and agree that the GroupCollect shall not be liable for any payments and monetary transactions that occur through Your use of the Service.

This agreement incorporates GroupCollect’s Privacy Policy can be found on our website https://groupcollect.com/privacy.

If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

Subject to the limitation on the transferability of this License contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

Any dispute, controversy or claim arising out of or relating in any way to the Agreement including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of the agreement including these terms, shall be exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be three. The place of arbitration shall be Florida. Florida law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after one year from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.

It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty days from the date the arbitrators are appointed. The arbitrators may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.

The Parties shall not be entitled to discovery in the arbitration except that any Party shall be entitled to request no more than 500 pages of documents and to take two depositions not to exceed eight hours for each such deposition. Any Party shall be entitled to depose any expert who will testify in the arbitration proceeding but shall pay the regular hourly rate of such expert during such deposition.

The Parties shall exchange a copy of all exhibits for the arbitration hearing and shall identify each witness who will testify at the arbitration, with a summary of the anticipated testimony of such witness ten days before the arbitration hearing.

The arbitrators shall have no authority to award punitive/consequential/special/indirect damages. The arbitrators shall be entitled to issue injunctive and other equitable relief.

The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne by the unsuccessful party, as determined by the arbitrators, and shall be awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction. This Section shall survive the termination or cancellation of this Agreement.

This Agreement shall be governed by and construed under the laws of the State of Florida (without regard to conflict of laws principles), all rights and remedies being governed by said laws. GroupCollect and Merchant hereby submit to the exclusive jurisdiction of state and federal courts located in Florida.

In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

Sections 7 ,8, 9, and 10 shall survive the termination of this Agreement for any reason.

This Agreement comprises the agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings, and all other agreements, oral and written between the parties relating to the Agreement.

By creating an account on GroupCollect (hereafter referred to as the “Company"), you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By creating an account, you consent to be legally bound by this Agreement's terms and conditions. You further agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide the Company, or in accessing or making any transaction regarding any agreement, acknowledgment, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as "E-Signature"), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and the Company. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature in obtaining an account with the Company constitutes your agreement to be bound by the terms and conditions of the Company’s Terms of Service and Privacy Policy as they exist on the date of your E-Signature.

You specifically agree to receive and/or obtain "Electronic Communications” from the Company. The term "Electronic Communications" includes, but is not limited to, any and all current and future notices and/or disclosures that various federal and/or state laws or regulations require that we provide to you, as well as such other documents, statements, data, records and any other communications regarding your relationship to the Company. You acknowledge that, for your records, you are able to retain the Company’s Electronic Communications by printing and/or downloading and saving this Agreement and any other agreements and Electronic Communications, documents, or records that you agree to using your E-Signature. You accept Electronic Communications provided via your account with the Company as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep.

You may request a paper version of an Electronic Communication. You acknowledge that the Company reserves the right to charge you a reasonable fee for the production and mailing of paper versions of Electronic Communications. To request a paper copy of an Electronic Communication contact us at help@groupcollect.com.

You have the right to withdraw your consent to receive/obtain communications via your account with the Company at any time. You acknowledge that the Company reserves the right to restrict or terminate your access to your account with the Company if you withdraw your consent to receive Electronic Communications. If you wish to withdraw your consent, contact us at help@groupcollect.com.

Valid and current email address, notification and updates Your current valid email address is required in order for you to obtain Electronic Communications from the Company. You agree to keep the Company informed of any changes in your email address. You may modify your email address by logging into your account on the Company’s website. The Company may notify you through email when an Electronic Communication or updated agreement pertaining to your account is available. Hardware, software and operating system

You are responsible for installation, maintenance, and operation of your computer, browser and software. The Company is not responsible for errors or failures from any malfunction of your computer, browser or software. The Company is also not responsible for computer viruses or related problems associated with use of an online system.

We require, at minimum, a functioning modern web browser that was released in the past two years (such as a recent version of Microsoft Edge, Google Chrome, Mozilla Firefox, or Safari) running on an up-to-date operating system (such as Windows 10, OS X Mojave, etc). Unsupported browsers may not receive full functionality of the product.

For example, we support Apple's Safari browser on macOS Mojave or High Sierra (both updated within the past two years), but not Internet Explorer on Windows 8, as Internet Explorer is no longer supported or being updated by Microsoft.

This Agreement supplements and modifies other agreements that you may have with the Company. To the extent that this Agreement and another agreement contain conflicting provisions, the provisions in this agreement will control (with the exception of provisions in another agreement for an electronic service which provisions specify the necessary hardware, software and operating system, in which such other provision controls). All other obligations of the parties remain subject to the terms and conditions of any other agreement.

It is recommended that you print a copy of this Agreement for future reference.