The Terms of Use are a legal agreement between the store owner or merchant (“Merchant”, “You”, “you”, or “Your”) and Edsync, a division of Edsync. (“Company”, “we”, or “us”). The following terms and conditions together with any documents they expressly incorporate by reference, collectively, these “Terms of Use”, govern your access to and use of

www.Edsynctech.com and the Edsync mobile application including any content, functionality, products, programs, and services offered on or through the Subscription Platform provided to You. Please read the Terms of Use carefully prior to using the Subscription Platform. By using this Subscription Platform or by clicking to accept/agree to the Terms of Use, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy found at https://edsynctech.com/privacy-policy380016incorporated herein by reference. These Terms of Use will govern your use of the Subscription Platform on or through any device, including but not limited to a computer, mobile device, and mobile application. If you do not wish to agree to these Terms of Use or the Privacy Policy, you must not access or use the Subscription Platform.

The Subscription Platform is offered and available to users who are 18 years of age or older. By using the Subscription Platform, you represent and warrant that you meet the foregoing eligibility requirement. If you do not meet such age requirement, you must not access or use the Subscription Platform.

Definitions

"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Subscription Platform.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise/ownership of more than 50% of the voting securities of a Person.

"Authorized User" means Merchant's employees, consultants, contractors, and agents (a) who are authorized by Merchant to access and use the Subscription Platform under the rights granted to Merchant pursuant to this Agreement; and (b) for whom access to the Subscription Platform has been purchased hereunder.

"Merchant Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Merchant or an Authorized User by or through the Subscription Platform. For the avoidance of doubt, Merchant Data does not include Resultant Data or any other information reflecting the access or use of the Subscription Platform by or on behalf of Merchant or any Authorized User.

"Merchant Systems" means the Merchant's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Merchant or through the use of third-party services.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Merchant or any Authorized User from accessing or using the Subscription Platform or Provider Systems as intended by this Agreement.

"Personal Information" means any information that individually or in combination, does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU Data Protection Directive (Directive 95/46/EEC), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.

"Subscription Platform" Edsync mobile application that is a software-as-a-service offering which includes applications, programs, services, and technology designed to provide an online loyalty program and associated services for Merchants and Authorized Users.

Use Restrictions Service Usage and Data Storage.

Merchant shall not, and shall not permit any other Person to, access or use the Subscription Platform or Provider Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Merchant shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Subscription Platform or Provider Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Subscription Platform or Provider Materials to any Person; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Subscription Platform or Provider Materials, in whole or in part.

Fees and Payment

Merchant shall pay all fees in accordance with the subscription plans as set forth in the Subscription Platform. Provider may increase fees at any time and for any reason. Merchant agrees to allow Provider’s designated third-party payment provider to collect, process, and store any payment information, including but not limited to credit/debit card information, type, expiration date, and billing address.

No Deductions or Setoffs. All amounts payable to Provider under this Agreement shall be paid by Merchant to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.