Sudzy Store Terms and Conditions Agreement

This Store Terms and Conditions Agreement (the "Agreement") dated as of the date of acceptance by means of a click-through, is made by and among Sudzy Inc. a Delaware Corporation ("Sudzy") and the entity designated by the registration data provided herewith ("Licensee") and applies to Licensee's use of software downloaded from Sudzy and Licensee's use of services provided by Sudzy ("Sudzy Services").

READ THIS LICENSE CAREFULLY BEFORE LOADING ANY SOFTWARE FROM SUDZY OR USING THE SUDZY SOFTWARE OR SUDZY SERVICES. BY LOADING THE SUDZY SOFTWARE OR USING THE SUDZY SERVICES, LICENSEE ACCEPTS AND AGREES TO BECOME BOUND BY THE TERMS OF THIS LICENSE. SUDZY RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT BY PROVIDING NOTICE OF CHANGES ON THE SUDZY WEBSITE. LICENSEE AGREES TO PERIODICALLY INSPECT THE SUDZY WEBSITE TO STAY INFORMED ABOUT SUCH CHANGES. LICENSEE AGREES THAT LICENSEE'S CONTINUED USE OF THE SUDZY SERVICE AFTER SUCH CHANGES ARE ANNOUNCED CONSTITUTES ACCEPTANCE OF SUCH CHANGES. Sudzy shall retain the ownership of the provided copy of Sudzy software and the documentation provided therewith (referred to as a single entity, or as components, as "the Licensed Software") which is licensed on a non-exclusive basis for use under the following conditions.

Permitted Uses

Subject to the terms hereunder, Sudzy hereby grants to Licensee a limited, non-exclusive, non-transferrable, revocable license, without the right to sub-license, to install and operate the Licensed Software and to operate an account on the Sudzy website and related applications solely for the benefit of Licensee and not for any third party, until the termination of this Agreement. Any rights not expressly granted hereunder are reserved. There are no implied rights of any kind. To the extent that the Licensed Software includes intellectual property rights of any third party ("Third Party Rights"), the license granted is to the extent that Sudzy is able to license such Third Party Rights.

Prohibited Uses

Licensee shall not (a) make copies of or further distribute the Licensed Software, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Licensed Software, (c) alter, modify or adapt the Licensed Software or the Sudzy Services, including but not limited to, translating, decompiling, disassembling, reverse engineering, or creating derivative works, (d) export the Licensed Software without the appropriate foreign government licenses and without Sudzy's prior written approval, (e) resell, rent or otherwise provide access to the Sudzy services to a third party or (f) take any action in an attempt to obtain any other Sudzy user's data, cause malfunction, crash, tamper with or otherwise impair the Sudzy website and related applications, and their services. Any rights not expressly granted hereunder are reserved by Sudzy.

No rights in the Licensed Software or Sudzy Services are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.

Fees

Licensee agrees to timely pay the monthly fee set out in the order form, otherwise agreed by written agreement.

Data

Licensee acknowledges and agrees to the terms of the Sudzy Privacy Policy. Sudzy agrees that as between Licensee and Sudzy, (a) Licensee's data maintained by Licensee on the Sudzy website and related applications belongs to Licensee; and (b) Sudzy acts as data processor (as defined in the Data Protection Act 1998 ("DPA")). Each party hereto undertakes to comply with the DPA in relation to its use of such data. Licensee hereby grants permission to Sudzy for Sudzy to use the data for providing Licensee the Sudzy account, improving and maintaining the Sudzy website and related applications and their services and for analytical and marketing purposes in a manner where such data is aggregated with other user data and cannot be readily reverse engineered into personally identifiable information, and we may share your data with our trusted third party affiliates and partners in implementing this data usage. We rely on some of our third party affiliates and partners for support of the products and services we offer. All such third party affiliates and partners are required to preserve the confidentiality of any personal information they may access.

End Customer Personal Information

Licensee agrees that notwithstanding anything to the contrary herein, Licensee shall handle any personally identifiable information that it inputs into the Sudzy systems in the following manner: (i) in the event Licensee seeks to export such data, Licensee shall use a commercially reasonable contact management tool to provide an opt-out mechanism for anyone who has provided Licensee personally identifiable information that is stored on Sudzy's systems, (ii) Licensee agrees that Sudzy can delete such data in the event the Licensee exercises the Sudzy opt-out mechanism and (iii) any use of such data by Licensee shall comply with Sudzy's privacy policy. Licensee shall indemnify and hold harmless Sudzy and the Sudzy Parties from any claim brought against Sudzy alleging that personal information stored on Sudzy was improperly used where such use was by Licensee while such information was stored on Sudzy or any use after Licensee has exported such data.

Marketing and Customer Programs

Licensee may be able to use the Services to create, send and manage marketing messages to your customers (“Buyers”) who have elected to receive offers and updates from Sudzy merchants they frequent or who provided their contact information to you directly. Sudzy is not involved in your marketing messaging to Buyers, except for providing the Services that facilitate the creation, delivery and management of messages by you to Buyers. You are responsible for marketing messages that you send using the Services, the Content of those messages, and honoring any terms included in such messages, even if your Sudzy Account is closed, suspended, or terminated. You may not use the Services to send unsolicited bulk messages. If you offer a loyalty program to your Buyers through the Services, you agree to make available to your Buyers any terms and conditions applicable to your loyalty program. You are responsible for ensuring that your marketing messages, loyalty program and any associated rewards are compliant with applicable federal, state, or local laws, including laws governing prepaid cards and special offers such as rebates and coupons. Buyers may be able to use the Services, including digital receipts, to submit feedback to you about their recent customer experience. When Buyers submit feedback using the Services, we share that feedback with you and allow you to send responses to Buyers who have enabled replies to their feedback. You may not use the feedback features of the Services: (a) to send responses to Buyers who have not enabled replies to their feedback, (b) to request Buyer Card Information, (c) to send Buyers marketing messages, requests for information, or other communications unrelated to their feedback, or (d) to send abusive, harassing, excessive or objectionable messages. If you do not wish to receive feedback or to report a problem with feedback from a Buyer, you should contact Sudzy Support.

Limited Liability

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED UNDER GOVERNING LAW. LICENSEE AGREES THAT THE LICENSED SOFTWARE AND Sudzy SERVICES ARE PROVIDED "AS IS." WITHOUT ANY WARRANTY EXPRESS OR IMPLIED AND WHETHER AS TO MERCHANTABILITY, FITNESS FOR PURPOSE OR INFRINGEMENT. NO WARRANTY OR REPRESENTATION IS GIVEN, AND/OR ANY LIABILITY IS ACCEPTED, BY Sudzy IN RELATION TO THIRD PARTY RIGHTS. ANY USE OF THE LICENSED SOFTWARE AND Sudzy SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK. IN NO EVENT, WILL Sudzy OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR CONSULTANTS ("Sudzy PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE Sudzy SERVICES, ERRORS IN OR LOSS OF ANY DATA. SPECIFICALLY, Sudzy IS NOT RESPONSIBLE FOR ANY COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR Sudzy SERVICES, LOSS OF DATA, THE COSTS OF RECOVERING DATA, ANY LOSSES INCURRED ARISING IN ANY WAY FROM USE OF THE OFFLINE CREDIT PAYMENTS FEATURE, ANY CLAIMS BY THIRD PARTIES, OR FOR ANY OTHER SIMILAR COSTS, LOSSES, OR DAMAGES YOU MIGHT INCUR. Sudzy MAKES NO WARRANTY OF ANY KIND AS TO THE SUITABILITY OR ADEQUACY OF THE LICENSED SOFTWARE OR Sudzy SERVICES FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GIVEN THAT LICENSEE IS IN A BETTER POSITION THAN Sudzy TO FORESEE AND EVALUATE ANY POTENTIAL DAMAGE OR LOSS WHICH LICENSEE MAY SUFFER IN CONNECTION WITH THE USE OF THE LICENSED SOFTWARE AND/OR THE Sudzy SERVICES AND THAT Sudzy CANNOT ADEQUATELY INSURE ITS POTENTIAL LIABILITY TO LICENSEE, LICENSEE ACKNOWLEDGES AND AGREES THAT THE EXCLUSIONS AND LIMITATIONS CONTAINED HEREIN ARE REASONABLE. TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT WITH JURISDICTION TO BE UNREASONABLE, Sudzy'S AGGREGATE LIABILITY SHALL NOT EXCEED $100. LICENSEE SHALL ACT AT ALL TIMES TO MITIGATE ANY LIABILITY. LICENSEE ACKNOWLEDGES AND AGREES THAT SHARING OF ITS ACCOUNT INFORMATION, LOGIN INFORMATION OR PASSWORDS SHALL BE AT ITS SOLE AND ABSOLUTE RISK AND THAT Sudzy SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING AS A RESULT OF SUCH SHARING. Some countries do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Termination

Licensee may terminate this license at any time unless you have agreed to a longer purchase commitment period. Sudzy, in its sole discretion, has the right to suspend or terminate this license and your account and refuse any and all current or future use of the Sudzy Services for any reason at any time. Licensee's duties to (i) pay amounts due and payable, (ii) refrain from any kind of reverse engineering or other act in violation of this agreement or (iii) indemnify Sudzy and the Sudzy Parties shall survive termination of this Agreement. Upon termination Licensee will destroy all copies of the Licensed Software and documentation onto which the Licensed Software or documentation has been installed. Upon termination Sudzy shall terminate the Licensee's access to their Sudzy account, the account itself and the data residing therein. Sudzy SHALL NOT BE RESPONSIBLE FOR LICENSEE ACCOUNT DATA AFTER TERMINATION. In addition, Sudzy reserves the right and Licensee acknowledges such right for Sudzy to terminate service of Licensee's account on 30 days' notice if Sudzy determines in its sole discretion that it is not capable of fully meeting the apparent requirements of Licensee.

Confidentiality

Licensee agrees that the Licensed Software and the operation of the Sudzy Services and its processes are the confidential information of Sudzy and agrees not to disclose such software or such operation and processes to any third party. Licensee agrees that breach of this duty of confidentiality shall cause irreparable harm for which monetary damages would be difficult to quantify or insufficient and therefore Sudzy shall be entitled to immediate injunctive relief in the event of breach without an obligation of posting bond.

Credit Card Processing Terms And Conditions

Licensee hereby authorizes Sudzy to bind Licensee to the end-user license agreement proffered by its payment gateway provider(s) for the purpose of establishing Licensee as a customer of its payment gateway provider(s). Licensee is liable for all fees charged to Sudzy by its payment gateway provider(s) for Licensee's use of the payment gateway provider(s)'s systems and services Licensee shall: (i) make reasonable efforts to secure any credit card transaction data residing on the equipment owned, controlled or operated by Licensee from intrusion or unauthorized access, (ii) comply with all state and federal laws governing the disclosure and use of retail customer information, (iii) not use, disclose, store, sell or disseminate any credit/debit card-holder information obtained in a credit/debit card transaction processed through Sudzy or its payment gateway provider(s), including but not limited to storing private cardholder credit/debit card information such as card numbers, expiration dates and CVV numbers, outside of the payment gateway, except as permitted by the card-holder, (iv) comply with the requirements of any debit/credit card or other payment brand rules, including those related to data security and customer data. Licensee agrees that neither Sudzy nor its payment gateway provider(s) shall be liable for any improperly processed transactions, illicit access to Licensee's account with its payment gateway provider(s) or any of Licensee's transaction data or unauthorized disclosure and use of passwords or its payment gateway provider(s)'s account access information. Licensee agrees to immediately notify Sudzy in the event of any security breach of Licensee's systems or unauthorized access to Licensee's transaction data. YOU HEREBY INDEMNIFY AND AGREE TO HOLD SUDZY HARMLESS FROM ANY CLAIM, (INCLUDING ANY ASSOCIATED DAMAGES, COSTS AND REASONABLE ATTORNEYS FEES INCURRED BY Sudzy OR ITS AFFILIATES) BROUGHT AGAINST Sudzy OR ITS AFFILIATES BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY LOSS OR DAMAGE WHOLLY OR PARTIALLY CAUSED BY YOUR USE OF THE OFFLINE CREDIT PAYMENTS FEATURE IN ORDER TO ACCEPT CREDIT CARD TRANSACTIONS WITHOUT AUTHORIZATION WHERE SUCH TRANSACTIONS ARE SUBSEQUENTLY DENIED BY THE TRANSACTION PROCESSOR FOR ANY REASON. LICENSEE AGREES THAT USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK AND THAT NEITHER SUDZY, NOR ANY SUDZY PARTY SHALL BE LIABLE IN ANY WAY OR UNDER ANY THEORY IN THE EVENT OF ANY CLAIM, DAMAGE OR EXPENSE INCURRED BY LICENSEE ARISING FROM USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES.

Refund and Hardware Return Policy

All payments are nonrefundable. Hardware may be refunded at Sudzy’s discretion if returned new, undamaged, and in the original box within 14 days of purchase.

Amendments

Sudzy reserves the right to amend these Terms and Conditions at any time in Sudzy's sole discretion.

Representation

The Licensee represents and warrants that it has the due right and power to enter into this Agreement, entering into this Agreement will not cause the breach of any agreement Licensee has with a third party and that all of the registration information provided to Sudzy is accurate in all respects.

Choice of Law and Forum

This Agreement shall be construed under the laws of the State of New York, U.S.A. as applied to contracts performed entirely within the state. Any dispute arising under this Agreement shall be exclusively heard in the state or federal courts residing in New York County, New York, U.S.A. Each party hereto consents to the jurisdiction of such courts with regard to matters arising in connection with this Agreement and waives any claim it has that such a forum is inconvenient.