Tour Participant Agreement

Best in Class Tours, LLC (hereinafter “BICT”, “the Company”, “we”, “us”, “our”) is a student tour operator specializing in creating and booking customized travel itineraries for student groups (hereinafter ‘participant(s)’, ‘you’. ‘your’, ‘traveler(s)’).

By completing your online tour registration, making a payment for the trip, or your continued use of our services, you, hereby accept the following Terms and Conditions and agree to be bound by them. You acknowledge and agree that the Terms and Conditions may be updated occasionally and that those changes become effective immediately. You agree that it is your responsibility to be familiar with these Terms and Conditions and to check back from time to time for any changes. You represent and warrant that (a) you are of sufficient age to use our services and website and can create binding legal obligations in connection with your use, (b) you are legally authorized to act on behalf of those you represent and accept these terms and conditions on their behalf, and (c) the information supplied by you, or members of your group, is true and correct.

Each group has a Tour Overview that outlines your tour’s specific payment schedule, billing terms, and cancellation policy. A copy of the Tour Overview is available to review when you log-in to your online account.

Best in Class Tours, LLC. is required to pay all suppliers/vendors well in advance of the group’s travel dates. As a student tour operator, Best in Class Tours, LLC. has entered into contracts with each supplier/vendor included in the tour on behalf of the group. All suppliers/vendors have their own cancellation policies, which will affect the amount which is non-refundable to each traveler and the group

Please refer to your group’s specific cancellation and refund policy outlined in the Tour Overview provided by your Group Leader. Unless stated otherwise in these terms and conditions, please allow thirty (30) days for refunds (if eligible) to be processed. If full payment is not received by the due date, Best in Class Tours, LLC. reserves the right to cancel the tour; cancellation schedule will determine the refund amount due to the canceled traveler.

The cancellation policy for this tour applies to all tour cancellations, whether the cancellation is initiated by a parent, the traveler, or a third party. This tour is booked as part of a school group it is possible for third parties, such as a principal, school board official or a government official to make decisions that can affect your group’s trip. We understand those types of cancellations are not the traveler’s decision, however, it remains there are still contractual terms with each supplier/vendor that can affect the amount, if anything, that can be recovered in the event of a cancellation.

No refund will be issued for unused accommodations, meals, attraction tickets, or tour services if the tour participant leaves the tour for any reason.

FINAL BILLING:
Refer to your group’s Tour Overview for billing information. Final billing is based on the room list provided to Best in Class Tours, LLC. by your Group Leader. Changes to your rooming situation may affect your final amount due. If any payment per the payment schedule is not received on time, Best in Class Tours, LLC. reserves the right to cancel the traveler’s tour and retain all fees paid by the trip participant(s). Should the group size fall below the minimum number of attendees as defined, all prices are subject to change.

The tour price does not cover:
Any items or expenses not mentioned in your itinerary are not part of the tour price. This includes, but is not limited to: Transportation from your home city to the destination, airline baggage fees, pre-assigned seat assignments, baggage handling, incidental charges (such as snacks, laundry, room service, phone calls), souvenirs, gratuities for travel directors, and any other items not explicitly stated. Additional fees may apply for excess, oversized, and/or overweight baggage and equipment, which may not necessarily accompany the group during travel. The price also excludes costs and expenses associated with your return home, whether you choose to leave the guided holiday/vacation voluntarily, due to our decision based on disruptive behavior, illness, action by any government, or any other reason. This list is indicative and not a complete inventory of items not included.

TRAVEL PROTECTION:

Best in Class Tours, LLC. recommends each traveler consider purchasing Travel Protection that includes a Cancel for Any Reason benefit.
It is the traveler’s responsibility to protect their purchases. Travel Protection Coverage, including additional ‘cancel for any reason’ coverage, is highly recommended to protect your trip investment, in the event you need to cancel, or your trip is interrupted due to any number of unforeseen circumstances to you, a traveling partner, or a close family member.

Best in Class Tours, LLC is not equipped to address technical questions regarding the benefits, exclusions, and conditions of travel protection plans. We cannot assess the adequacy of your existing insurance coverage. If you have any queries about your travel protection, we recommend contacting your insurer, insurance agent, or broker directly.

Choosing not to obtain travel protection plan coverage could lead to the loss of your travel expenses and/or require additional funds to address any issues. You acknowledge that without this coverage, it may be difficult to recover any incurred losses, costs, or expenses. If a participant decides to travel without adequate travel protection, we will not be responsible for any resulting losses that would have been covered by sufficient travel protection.

If you choose not to purchase the travel protection plan coverage, you risk losing your travel expenses and may need extra funds to address any problems. By declining this coverage, you accept the potential inability to recoup any incurred losses or expenses. Best in Class Tours, LLC cannot be held accountable for any losses that adequate travel protection would have covered if a traveler decides to proceed without it.

IN THE EVENT OF TOUR CANCELLATION:
Should your tour become canceled you MUST provide written (email) notice to Best in Class Tours, LLC in order to use the Cancel for Any Reason benefit you MUST provide written notice 48 hours prior to the departure date. Failure to provide written notice before 48 hours prior to departure will affect your plan’s coverage. The cancellation email will serve as a timestamp for the cancellation time/date.

Email: billing@bestinclasstours.com

The following information needs to be included in the cancellation letter/email. The letter/email should be dated and addressed to Best in Class Tours, LLC. Traveler(s) name, School name, Tour Dates, Mailing Address, Parent(s)/Guardian contact information, daytime contact number. You’ll need to note the reason for cancellation and that you request a claim to be started.

GROUP CANCELLATION BY BEST IN CLASS TOURS. LLC.
Best in Class Tours, LLC reserves the right to cancel any tour at its sole discretion. In the unlikely event a tour is canceled by Best in Class Tours, LLC and cannot be rescheduled, all funds collected from any participant will be refunded upon receipt from each vendor minus any non-recoverable fees. Money is refunded to the original payer. Best in Class Tours, LLC shall not be responsible for any refund and will pay no damages in the event of cancellation due to Force Majeure.

GROUP CANCELLATION BY THE SCHOOL OR ADMINISTRATION OR FEDERAL GOVERNMENT:
Best in Class Tours, LLC. will make every attempt to secure additional refunds from the supplier/vendor included in this tour. There may be amounts which Best in Class Tours, LLC. is unable to recover from the supplier/vendor due to contractual terms (depending on circumstances) and date the tour is canceled. Best in Class Tours, LLC. is not responsible for a supplier/vendor’s failure to pay a refund. Once payments have been made to the supplier/vendor the supplier/vendor is responsible for this refund, not Best in Class Tours, LLC.

Best in Class Tours, LLC. in its sole discretion, reserves the right to decline to accept any participant as a member of these trips. Best in Class Tours, LLC. reserves the right in its sole discretion to remove any participant that 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. Any student found with drugs or alcohol will be immediately removed from the tour. 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. In the event of such termination, there will be no refund whatsoever. The participant is personally liable to Best in Class Tours, LLC. for any damages caused by improper conduct.

PAYMENT METHODS:
Best in Class Tours, LLC. accepts ACH Check payments, VISA, MASTERCARD, DISCOVER, AND AMERICAN EXPRESS online.
You can mail personal checks, money orders, or cashier’s checks to our office. Checks should be payable to: Best in Class Tours, LLC. There will be a returned check fee of $35.00 for each NSF/returned check/stop payment.

NO TOUR PAYMENTS WILL BE ACCEPTED OVER THE PHONE.
Travelers can set up their accounts to autopay according to the payment schedule provided. We do not recommend using autopay if you are participating in fundraising.

If you do not elect AUTOPAY, you must login and make payments according to the payment schedule.

AUTOPAY means your credit card or bank account on file will be automatically charged according to the payment schedule provided in this tour overview. Any disputed transactions made with your credit card company or bank due to previously authorized autopay being elected will incur a $15.00 administrative fee. If you do not wish to be charged automatically, DO NOT elect autopay when you register for the tour. If you are expecting fundraising money Best in Class Tours, LLC. recommends turning off AUTOPAY before the last payment due date.

Rectifying disputes with a credit card company can take time, which Best in Class Tours, LLC. has no control over. If the dispute is not resolved within 30 days of travel, the tour balance must be paid by an alternative method. If the dispute is resolved after the person travels, the transaction will be refunded by check. The traveler must be paid in full to travel with the group.

ACCIDENTAL DUPLICATE PAYMENTS:
Should the parent/traveler make an accidental duplicate payment in error, the parent/traveler MUST contact Best in Class Tours, LLC. before contacting the financial institution. The parent/guardian will be billed and financially responsible for any banking/credit fees/merchant fees incurred by Best in Class Tours, LLC.

WAITLIST:
Each tour is set up only to accommodate a certain number of travelers agreed upon with your Group Leader. Once the group hits that a certain number of those wishing to travel will be placed on a waitlist. Incomplete registrations or registrations without saving a form of payment, or failure to pay your first tour payment does not reserve your spot.

NON-RECOVERABLE FEES:
In addition to the non-refundable fees/amounts from each supplier/vendor, the tour package includes non-recoverable amounts/fees from Best in Class Tours, LLC. Planning services provided by Best in Class Tours, LLC. are considered non-refundable and non-recoverable fees. If an entire group cancellation were to happen Best in Class Tours, LLC. will not be able to refund merchant fees associated with processing your credit card payments. Best in Class Tours, LLC. also reserves the right to retain $60.00 per traveler in the event of an entire group cancellation. The $60.00 per traveler fee will be used to cover already incurred expenses associated with planning services provided prior to a tour cancellation and the continued work advocating for a potential refund with each supplier/vendor. Due to confidentiality clauses in the hotel and theme park contracts, Best in Class Tours, LLC. will not release an itemized breakdown of costs.

Credit Card Convenience Fees (this may not apply to all groups):
Some groups may include a Convenience Fee passed along to the traveler when processing credit or debit cards. If your group includes convenience fees paid by the traveler it will be noted on your group’s Tour Overview. Credit Card Convenience Fees are non-refundable.

Walt Disney World Tours: If the group you are traveling with visiting Walt Disney World as of 4/12/2024, group park reservations are required. All travelers in the group must enter the park that the group is scheduled to visit. Individual travelers cannot change their individual park reservations.

ROOM LIST:
The room list is prepared by your Group’s Leader/Director. Best in Class Tours, LLC. does not assign roommates. Best in Class Tours, LLC. is not responsible for rooming assignments and will not be liable for any claims regarding said assignments, including but not limited to claims involving discrimination. Students are expected to room 4 to a room sharing 2 beds. There are a limited number of single rooms offered to chaperones for each group; they are based on availability.

DIETARY RESTRICTIONS:
For safety and liability reasons, Best in Class Tours, LLC. and its representatives and suppliers 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. We will advise the suppliers in group dining situations of your request, but we cannot guarantee their availability. If a traveler is eating on their on own they must inquire with the restaurant manager or kitchen manager regarding their dietary needs.

GUEST NEEDING EXTRA ASSISTANCE:
Should you need special assistance, you must always be accompanied by a companion that can provide all required and needed extra assistance and must not require assistance from Best in Class Tours, LLC. or its suppliers/vendor partners. The traveler must make Best in Class Tours, LLC. aware of any special assistance needed, in writing (email) no later than the payment of the first deposit, and of status and identity of the non-discounted, paid travel companion who will be responsible for providing all necessary assistance. The traveler should notify Best in Class Tours, LLC. if ADA accessible accommodations and/or transportation are needed as soon as possible but no later than the payment of the first deposit. Best in Class Tours, LLC. will make all reasonable efforts to accommodate this request but cannot be responsible if ADA transportation and/or accommodations are not available. Any accommodations provided will be at the sole expense of the traveler.

CHANGES TO THE ITINERARY:
Best in Class Tours, LLC. has the right to substitute hotels, airlines, or other suppliers of services, equipment, attractions, changes to the itinerary, the timing of events, the departure and arrival times, and cities/destinations visited. I agree to accept any such changes. No refunds will be made in the event of any changes in the itinerary occurring before or after departure.

MOTOR COACH:
Where the participant occupies a motor coach seat fitted with a safety belt, neither Best in Class Tours, LLC. nor the Operator nor its agents or co-operating organizations or service providers will be liable for any injury, illness or death or for any loss or damages or claims whatsoever arising from any accident or incident if the safety belt is not being worn at the time of such an accident or incident. This exclusion and limitation of liability shall not be used to imply that the Operator or its agents or affiliated entities are liable in other circumstances.

PHOTO RELEASE:
I grant Best in Class Tours, LLC. express permission to take photographic or video records of its participants and of trips for promotional and commercial use without compensation to tour members.

PERSONAL CONDUCT: Best in Class Tours, LLC and its vendor partners reserve the right, at their sole discretion, to dismiss any traveler who fails to comply with their rules and regulations or whose behavior is considered to endanger the traveler, the welfare of other travelers, staff members, third parties, or the success of the program. If such termination occurs, the traveler will be required to leave the trip at their own expense, with no refund provided.

DISCLAIMER:
Best in Class Tours, LLC., Inc. and its agents act only in the capacity of agents for the participants in all matters pertaining to accommodations, tour activities, meals and transportation. We arrange for a variety of travel related products from different suppliers and service providers, including but not limited to airlines, tour operators, rental car companies, accommodations providers and any other suppliers of the travel services (“Suppliers”). Each Supplier has its own terms and condition that are applicable to your arrangements in addition to our general terms and conditions, Best in Class Tours, LLC., does not own, manage, operate, supervise, or control any transportation, vehicle, airplane, hotel or restaurants, or any other entity that supplies services related to the travel. All suppliers are independent contractors and are not agents or employees or representatives of Best in Class Tours, LLC. All arrangements are subject to the terms and conditions specified by each supplier, and by utilizing the services, all customers agree that neither Best in Class Tours, LLC., nor its employees, agents, or representatives is liable for any injury, personal injury, damage, loss, accident, delay or irregularity which may happen by default of any hotel, motel, restaurant, bus, airplane, steamship, taxi, railroad, car rental agency, tour service, company or person rendering any of the services involved or by natural forces. Best in Class Tours, LLC. is not responsible for the acts or omissions of travel suppliers or their failure to adhere to their own schedules, provide services or refunds, financial default, or failure to honor future trip credits. Best in Class Tours, LLC. has no special knowledge regarding the financial condition of the suppliers, and we have no liability for recommending a trip credit in lieu of a refund.
Participants hereby releases Best in Class Tours, LLC., 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. I understand 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.

Participants agree to hold Best in Class Tours, LLC. 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 should understand there may not be lifeguards on duty at the hotel and if participants choose to swim, they will do so at their own risk.

FORCE MAJEURE:
Best in Class Tours, LLC. shall not be responsible for, and shall make no refund for, failure to perform any of its obligations under this Agreement during any period in which such performance is prevented or delayed due to Force Majeure, nor for changes to or terminations of your trip due to Force Majeure. “Force Majeure” refers to any event beyond Best in Class Tours, LLC.’s reasonable control, including, but not limited to, severe weather, fire, flood, mudslides, earthquakes, war or acts of war, acts of God, labor disputes, strikes, epidemics, physical injury, quarantine, medical or customs or immigration regulation, delay, or cancellation, World Health Organization’s advisories and/or alerts, disease, pandemic, virus, illness, Center for Disease Control’s advisories and or alerts, U.S. State Department’s advisories and/or alerts, any order of any local, provincial or federal government authority, changes of schedules or operational decisions of air carriers, terrorist activity or the threat thereof, industrial action, natural or nuclear activity, interruption of power services, terrorism or for acts or omission of Third Parties or other parties not under the control of Best in Class Tours, LLC. and all similar events outside our control. If it becomes necessary to cancel or alter a tour or any aspect of that tour, such alterations will be made, and, in the event of cancellation, our regular cancellation fees will apply. The Parties shall consult together in relation to the above matters following the occurrence of a Force Majeure Event.

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

I confirm that I have read, fully understand, and agree to all the terms and conditions outlined in the Best in Class Tours, LLC. Tour Overview, including, but not limited to, the policies on cancellations, refunds, limitation of liability, and participant responsibility.

Mailing Address:
Best in Class Tours LLC.
PO Box 770963
Winter Garden, FL. 34777

Best in Class Tours, LLC. is registered with the State of Florida as a Seller of Travel- Registration No. ST42917

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.