GENERAL TERMS OF USE

These General Terms of Use (“General Terms”) are a legal agreement between you, as a current or prospective customer and user of PathPoint’s services (“you,” “your”, “Merchant”) and PathPoint Merchant Services, LLC. a Utah Limited Liability Company (”PPMS,” “PathPoint,” “we,” “our” or “us”) and govern your use of PathPoint’s services, including mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these General Terms, and that business or entity accepts these terms. By using any of the Services, you agree to these General Terms and any of our policies referenced herein (“Policies”), including, without limitation, our Privacy Policies and terms that limit our liability and require arbitration for any potential legal dispute as set forth herein below, which Policies are collectively incorporated herein by reference. You also agree to any additional terms specific to Services you use (“Additional Terms”). You should read all of these General Terms carefully.

For purposes of clarification and avoidance of doubt:

• Commercial Processing Agreement:

  These General Terms apply to any Merchant who opens a merchant account with PPMS and any of our third-party partners.

• Software License Agreement:

  These General Terms apply to any Merchant who uses our processing software, mobile apps, and merchant Portal.

1. Account Registration

You must open an account with us (a “PathPoint Account”) 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. You are fully responsible for all activity that occurs under your PathPoint Account, including for any actions taken by persons to whom you have granted access to the PathPoint Account. We reserve the right to change the account type, suspend or terminate the PathPoint Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

When opening a PathPoint Account, you understand, and agree, that PathPoint will place such PathPoint Account with one of our contracted and approved processors. You can view our list here. We typically will assign your PathPoint Account to an acquiring bank and processor, based upon your business industry type. We do not provide payment services to all business types and will only approve your PathPoint Account if your business is NOT on the Unqualified Business list (as further set forth below.) If your business type is on our Unqualified Business list you will not be authorized accept payments using our Services.

2. Unqualified Business

As a Merchant, you also hereby confirm that you will not accept payments or use the Services in connection with the activities, items or services set fourth below (each, an "unqualified Business"). Please contact:sales@pathpointms.com, if you have questions about whether these categories apply to you. We reserve the right to update the list below, rom time to time,as we see fit, in our sole discretion

In addition, you may not use the Services for:

• Impersonating any person or entity or falsely claiming an affiliation with any person or entity.

• Collecting, or attempting to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service

• Defaming, harassing, abusing, threatening, or defrauding others.

• Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);

• Damaging, disabling, overburdening, or impairing PathPoint, including without limitation, using the Service in an automated manner.

• Interfering with another user's enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code

• Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. PathPoint may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.

If PathPoint determines that you have received funds resulting from fraud or a prohibited activity, such funds may be frozen, seized, or returned to the individual who initiates a payment using a credit, debit, e-check, ACH or any other available payment services provided by PPMS (“f”).
In addition, if we reasonably suspect that your PathPoint Account has been used for the above listed purposes, including any other unauthorized, illegal, or criminal purpose, you give us express authorization to share such information about you, your PathPoint Account, your access to the Services, and any of your transactions with relevant third parties, including law enforcement agencies

3. Paid Services

PathPoint offers a variety of merchant services to assist with accepting payments from end-users. We offer such services at a discounted rate based upon what our costs are from our processing partners. You can view a list of these fees on our pricing schedule which is accessible by logging into your PathPoint Account under “Account Information” – the pricing schedule is defined as the “Payment Terms”.

Your responsibility is to timely pay such fees each month, and in accordance with your agreed upon pricing plan. Typical fees are netted against other funds due to Merchant or debited from the Merchant’s bank account or other payment instrument associated with the Merchant’s account. The Merchant agrees to pay the fees for the Services that are posted from time to time by PathPoint, or third party.

Merchants may increase their prices to include the cost of the fees and disclose these increases to their Purchasers as a "Service Fee". Merchants may only do this in compliance with the applicable Card Network Rules and ACH Rules

Subject to the terms of this Agreement, PathPoint reserves the right to change our fees set forth in our pricing schedule. We will try, but are not required, to give you 30 calendar days’ notice before the effective date of any change in a fee. By continuing to use the Services, you consent to any such change in fees. To withdraw your consent, you must close your PathPoint Account.

4. License

We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of the Services, as authorized in these General Terms. We may make software updates to the Services available to you, which you must install to continue using the Services. Any such software updates may be subject to Additional Terms made known to you at that time.

5. Ownership

We reserve all rights not expressly granted to you in these General Terms. We, and not you, own all rights, title, interest, copyright and other Intellectual Property Rights (as defined below) in the Services and all copies of the Services. Without limiting the generality of the foregoing, these General Terms do not grant you any rights to our trademarks or service marks.

For the purposes of these General Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that any such disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to exploit or otherwise use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone, as we see fit in our discretion.

6. E-Sign Disclosure and Consent

Electronic Delivery

• Agreements and policies, such as this Consent, the General Terms of Use and our Privacy Policy, including any updates thereto.

• Annual disclosures.

• Transaction receipts or confirmations.

• Communication in relation to delinquent accounts (which may also be by phone, and may be made by PathPoint or by anyone on its behalf, including a third party collection agent).

• Account statements and history.

• Federal and state tax statements (we may, but are not obligated to, send tax-related information electronically).

We will provide these Communications to you by emailing them to you at the primary email address listed in your PathPoint Account registration, by texting them to you at the primary telephone number listed in your PathPoint Account registration, by emailing or texting you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. We may also provide certain Communications (such as federal and state tax statements) by U.S. mail to the street address listed in your PathPoint Account registration. Communications are considered received by you within 24 hours of the time they are emailed to you, posted to the Website, or mailed to you. You further agree that your electronic signature has the same effect as your manual, physical signature.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

• A computer or mobile device with an Internet or mobile connection.

• For desktop website-based Communications, a modern web browser that includes 256-bit encryption, such as the current version of Chrome (www.google.com/chrome), Internet Explorer (www.microsoft.com/edge), Mozilla Firefox (www.mozilla.com), or Apple Safari (www.apple.com/safari).

• For application-based Communications, a recent device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store, and the most recent versions of Apple Safari or Google Chrome on iOS or Google Chrome for Android OS.

• Access to your primary email address registered with PathPoint or the Platform.

• Sufficient storage space to save past Communications or an installed printer to print them.

By accepting these General Terms, you agree and are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your PathPoint Account at a later date.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting Customer Support, including by writing to "PathPoint Merchant Services, LLC., 178 S 700 E St., America Fork, UT 84003." If you withdraw your consent to receive Communications electronically, PathPoint may deny your registration for a PathPoint Account, restrict or close your PathPoint Account, or charge you additional fees for paper copies.

Requesting Paper Copies of Electronic Communications

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication previously sent to you, you may request a copy within 180 calendar days of the date the Communication was provided to you by contacting Customer Support as described above. We will send a paper copy to you by U.S. mail to the street address on file in your PathPoint Account. You understand and agree that PathPoint may charge you an exceptions fee for each paper copy of a Communication.

Updating Your Contact Information

It is your responsibility to keep your primary email and street address up to date. You understand and agree that if PathPoint sends you a Communication but you do not receive it because your primary email or street address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, PathPoint will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add PathPoint to your email address book so that you will be able to receive the Communications we send to you.

If your email address becomes invalid such that electronic Communications sent to you by PathPoint are returned, then we may close your PathPoint Account, and you will not be able to transact any activity using your PathPoint Account until we receive a valid, functioning primary email address from you.

7a. Your Right to Terminate

You may terminate this Agreement by closing your Account at any time. When you close your Account, any pending transactions will be cancelled. Any funds that the Bank holds for you at the time of closing, less any applicable fees and other liabilities, will be settled to you in accordance with Section 12, Settlement Schedule, and Section 13 Reserve, above. NO TERMINATION FEE WILL APPLY.

7b. Modification and Termination

We may terminate these General Terms or any Additional Terms, or suspend or terminate your PathPoint Account or your access to any of the Services, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Services or any feature or aspect of the Services. We will take reasonable steps to notify you of termination or these other types of changes to the Services by email, or at the next time you attempt to access your PathPoint Account. You may also terminate the General Terms and Additional Terms applicable to your PathPoint Account by deactivating your PathPoint Account at any time.

8. Effect of Termination

If these General Terms or your PathPoint Account is terminated or suspended for any reason:
(a) the license and any other rights granted under these Terms will end at the time of termination is sent,
(b) we may (but have no obligation to) delete your information and account data stored on our servers, and
(c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data.

In addition to any payment obligations under the Payment Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 5 (Your Content), 6 (Intellectual Property Infringement), 12 (Effect of Termination), 14 (Ownership), 15 (Indemnity), 16 (Representations and Warranties), 17 (No Warranties), 18 (Limitation of Liability and Damages), 19 (Third Party Products), 20 (Disputes), 21 (Binding Individual Arbitration), 22 (Governing Law), 23 (Limitation on Time to Initiate a Dispute), 24 (Assignment), 25 (Third Party Service and Links to Other Web Sites), and 28 (Other Provisions).

9. Indemnity

You agree to indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any third-party claims made by your Purchaser regarding PathPoint’s processing of your Purchaser’s Personal Information in connection with providing you with the Services; and (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

10. Representations and Warranties

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these General Terms; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act (“HIPAA”); (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these General Terms.

11. No Warranties

THE USE OF “PATHPOINT” IN SECTIONS 11 AND 12 MEANS PATHPOINT, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).
THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, PATHPOINT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
PATHPOINT DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
PathPoint does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party. PathPoint does not have control of, or liability for, goods or services that are paid for using the Services.

12. Limitations of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PATHPOINT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, PATHPOINT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
UNDER NO CIRCUMSTANCES WILL PATHPOINT BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR PATHPOINT ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF PATHPOINT IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PATHPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

13. Third Party Products

All third-party hardware, software and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. PATHPOINT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

14. Limitation of Liability

Under no circumstances will our, and the commercial acquiring bank we contract with for the Services (“Bank(s)”) financial liabilities arising out of or related to these General Terms, exceed the total fees paid to us under these General Terms (net of Card Network and other third party fees such as interchange, assessments, and Payment Network Liabilities) for the six months prior to the time the liability arose.
PathPoint and the Bank are only liable for reasonably foreseeable damages directly caused by an act that is within our or the Bank’s respective direct control and are not responsible for your actions, inactions, omissions, delays or failures, or those of third parties.
PathPoint and the Bank are not liable for any claim of negligence if we and the Bank follow our respective procedures, which you agree constitute our exercise of good faith and ordinary care.
PathPoint and the Bank are not liable for any fraud or forgery, other than by each of us.
Neither PathPoint nor the Bank guarantees (a) the security, sequence, timeliness, accuracy or completeness of any service, data or technology, or (b) access to any service or technology.

15. Disputes

“Disputes” are defined as any claim, controversy, or dispute between you and PathPoint, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these General Terms or the Services, or any other aspect of our relationship.

16. Binding Individual Arbitration

You agree that any claim related to these General Terms or the Service, including claims regarding the applicability of this arbitration clause, will be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association ("AAA"). We or the Bank will select another arbitration forum if the AAA ceases operations.
In the absence of this arbitration clause, you may otherwise have had a right or opportunity to litigate any claim through a court before a judge or jury and to participate or be represented in litigation filed in court by others (including class actions). YOU ARE WAIVING THOSE RIGHTS AND ANY CLAIM YOU HAVE MUST NOW BE RESOLVED THROUGH ARBITRATION.
All claims are subject to arbitration, no matter what theory they are based on. This includes claims based on contract, tort (including intentional tort), fraud, agency, negligence, statutory or regulatory provisions, or any other source of law.
Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis only, and the arbitrator may award relief only on an individual (non-class, non-representative) basis.
The arbitration will be conducted before a single arbitrator and will be limited solely to the claim between you, on the one hand, and us or the Bank, on the other hand. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section 16 are non-severable from the remainder of this Section 16.
If either party prevails in the arbitration of any claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys' fees incurred by the prevailing party in connection with such arbitration.
Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction.
Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or telephone 1-800-778-7879. Any arbitration hearing at which you appear will take place at a location within Salt Lake County, Salt Lake City, Utah.
This arbitration agreement is made pursuant to a transaction involving interstate commerce, and is governed by the Federal Arbitration Act, 9 U.S.C. sections 1-16. This arbitration agreement applies to all claims now in existence or that may arise in the future. Nothing in these General Terms will be construed to prevent any party’s use of (or advancement of any claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure, or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owed by any party hereunder.
In the event that you, the Bank or PathPoint are not able to resolve a dispute with American Express, or a claim against PathPoint, the Bank or any other entity that American Express has a right to join, the terms and conditions set forth on Exhibit A will apply, and are fully incorporated herein by this reference.

17. Governing Law

The internal laws of the State of Utah (without reference to its conflict of laws rules) apply to these General Terms, subject to any modifying "Legal Requirements," defined following. "Legal Requirements" means each applicable law, ordinance, decree, requirement, order, judgment, rule, regulation, directive, circular, interpretive letter, guidance or other official release (or a related interpretation) of a government authority or a regulatory (including self-regulatory) organization to which a party and/or its affiliates is subject, including (a) all applicable anti-money laundering laws, rules and regulations, (b) "Know-Your-Customer" and sanctions laws, rules and regulations, (c) Federal Reserve Board regulations, and (d) tax regulations. All rights and remedies relating to these General Terms, Legal Requirements, the ACH Rules and the Card Network Rules are cumulative and do not exclude any other rights or remedies. The maximum amount of pre- and post-judgment interest in connection with any claim will be the lower of the prime rate and the rate set by the State of Utah.

18. Chargeback Management Portal

PathPoint provides Merchants with a Chargeback Management Portal tool (“CMP”), where a Merchant can view a dispute/chargeback notification sent to them from a Bank (e.g., Chase Bank). Within this CMP, for the convenience of the Merchant, we provide the Merchant with a means to challenge the dispute, or they can concede the dispute. If the Merchant chooses to challenge the dispute, they are required by the Bank to upload documents to support their position. If the Merchant does challenge the dispute, one of the required documents is a so-called, rebuttal letter. In the CMP, we provide the Merchant with a sample rebuttal letter to refer to when creating their own rebuttal letter. For purposes of clarification and the avoidance of doubt, the provision of the CMP is strictly for convenience and reference purposes only. Merchants are not required to use the provided CMP if they choose to dispute the chargeback – and in fact may only use the CMP, if they acknowledge and agree that PathPoint accepts no liability for any monetary or other damages, charges, fees, other costs, etc., associated with chargeback disputes, and/or the use of the CMP. Use of the CMP by the Merchant is deemed a Merchant’s voluntary acceptance of the consequences, liabilities and requirements set forth in this paragraph.

19. Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action arises.

20. Assignment

Other than as specifically set forth herein, these General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

21. Intellectual Property Infringement

We respect the intellectual property rights of others and ask you to do the same. We have adopted an Intellectual Property Policy regarding third-party claims that your material infringes the rights of others. We respond to all valid notices of such infringement, and our policy is to suspend or terminate the accounts of repeat infringers.

22. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information hereunder, at your own risk.
You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You agree to immediately notify us of any unauthorized use of your password or PathPoint Account or any other breach of security. Notwithstanding anything to the contrary herein, in the event of any dispute between two or more parties as to PathPoint Account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any PathPoint Account subject to dispute) will be final and binding on all parties.

23. Privacy

When you process information that identifies or is reasonably capable of identifying an individual to PathPoint in connection with the Services (including information collected by PathPoint on your behalf), you agree to comply with applicable laws regarding the collection, use, disclosure, protection, and retention of this information. You acknowledge that you have reviewed and consent to PathPoint’s Privacy Notice, which explains our practices with regard to any personal information you provide to us. If you or your business are located in California, please see Section 27.

24. Communications

You consent to accept and receive Communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us when you sign-up for a PathPoint Account or update the contact information associated with your PathPoint Account. Such Communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your PathPoint Account or PathPoint Account support, and marketing or promotional Communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message Communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.
You may opt-out of receiving promotional email Communications we send to you by following the unsubscribe options on such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may only opt-out of text messages from PathPoint by replying “STOP”. You acknowledge that opting out of receiving Communications may impact your use of the Services.

25. Revisions, Disclosures and Notices

We may amend the General Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute that arose before the changes will be governed by the Terms in place when the Dispute arose.
You agree to PathPoint’s E-Sign Consent. We may provide disclosures and notices required by law and other information about your PathPoint Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your PathPoint Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact PathPoint Support. If we are not able to support your request, you may need to terminate your PathPoint Account.

26. Third Party Services and Links to Other Websites

You may be offered services, products and promotions provided by third parties and not by PathPoint, including, but not limited to, third party developers who use PathPoint’s services (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not PathPoint. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by PathPoint. Such third party websites are not governed by these General Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.

27. Third Party Beneficiaries

No provision in these General Terms, and any applicable Additional Terms is intended or will create any rights with respect to the subject matter of these General Terms, and any applicable Additional Terms in any third party.

28. California Businesses

If you are a “Business” as defined by the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., (“CCPA”) then this provision 27 applies to you. For purposes of this Section 27, “process”, “sell”, and “business purpose(s)” have the meaning ascribed to them by the CCPA.
a) For purposes of this Section 27, “Purchaser Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household that is processed by PathPoint in connection with its Services to you. Purchaser Personal Information does not include information PathPoint receives about your customers (“Purchasers”) for purposes of PathPoint’s digital receipt, customer directory and email marketing tools (“PathPoint Purchaser Features”). It does include information that your Purchaser has provided you through PathPoint Appointments, PathPoint Invoices, or to receive loyalty-related or promotional text messages.
b) We may receive Personal Information from Purchasers for the purpose of performing Services on your behalf as described in these General Terms. We will process Purchaser Personal Information collected, processed, stored or transmitted by, or accessible to us in the course of these General Terms, and any other Additional Terms, only on your behalf, and for the purpose of providing you with the Services in these General Terms and other applicable terms linked above based on the products you use. We acknowledge that we are prohibited from: (i) selling the Purchaser Personal Information; (ii) retaining, using, or disclosing the Purchaser Personal Information for any purpose other than providing to you the Services specified in these General Terms(s), and other Additional Terms, if any. As part of, and for purposes of, facilitating the Services, PathPoint may (i) de-identify or aggregate the Purchaser Personal Information; and (ii) process the Purchaser Personal Information for operational purposes, including, without limitation, verifying or maintaining the quality and safety of the Services; improving, updating or enhancing the Services either for you or for our Purchasers generally; detecting and preventing fraud, and for protecting the security and integrity of our Services; and complying with our legal obligations. You acknowledge and agree that Purchaser Personal Information that you disclose to PathPoint is provided to PathPoint for the parties’ business purposes.
c) We reserve the right to delete Personal Information stored pursuant to these General Terms in the ordinary course of business, pursuant to our retention schedules.

29. Force Majeure

Neither we, nor the Bank, are liable to you for not carrying out, or delaying performance of, any actions caused by an act of God, a government authority, any Card Network, the ACH, a Legal Requirement, a catastrophe, war or terrorism, civil or labor disturbance, fire, flood, other natural disaster, epidemic, pandemic, or any other cause beyond our reasonable control.

30. Other Provisions

Except as expressly provided in these General Terms, these General Terms are a complete statement of the agreement between you and PathPoint, and they describe the entire liability of PathPoint and the Bank and your exclusive remedy with respect to your access and use of the Services. In the event of a conflict between the General Terms and any other PathPoint agreement or policy, the General Terms will prevail. If any provision of these General Terms is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect; provided, however, that if such modification materially harms the interests of PathPoint, PathPoint may terminate without any further obligation or liability to you. Headings are included for convenience only, and will not be considered in interpreting this Agreement. These General Terms do not limit any rights that PathPoint may have under trade secret, copyright, patent or other laws. PathPoint's failure to assert any right or provision under these General Terms will not constitute a waiver of such right or provision. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.

31. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of these General Terms will survive and remain in effect in accordance with its terms upon the termination of these General Terms.