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. Unqulified Business

As a Merchnat, you also hereby confirm that you will not accespt payments or use the Services in connecttion with the activities, items or services set fourth below (each, an "unqulified 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

Category	Activities
Adult	Adult sites, content, sexual services, child pornography, bestiality, escort services, mail order brides, etc.
	Dating services
	Massage parlors
Aggregation	Payment facilitator to other merchants
Auctions	Internet auction, bidding fee auction, penny auction
Cash, stored value, virtual currency	Cash or cash equivalent, purchase of gold, silver, platinum, palladium, bullion and/or bars (collectibles are not prohibited)
	Cash disbursement
	Digital Wallet, stored value, prepaid companies, prepaid phone cards or phone services, sale of mobile minutes, or quasi cash
	Virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world
Debt	Bail bond services or bankruptcy lawyers
	Credit counseling or repair services; debt elimination, consolidation or reduction services; factoring or liquidators
	Damages, losses, penalties, or fines of any kind; alimony, child support, or other court-ordered payments
	Debt collection; payment for a dishonored check or for an item deemed uncollectible by another merchant
	High interest rate non-bank consumer lending, including payday lending and title loans
	Loan payments transacted on a credit card
Drug	Drugs or drug paraphernalia
	Marijuana dispensaries and related products or services
	Peptides
	Personal enhancement products or nutraceuticals - vitamins, supplements, herbals, weight loss programs
	Pharmaceuticals, internet pharmacies
	Pseudo pharmaceuticals
Education	For profit higher education
Electric vehicle charging	Electric vehicle charging
Financial services	Banks, credit unions, savings and loan associates, unit trusts, mutual funds, foreign exchange, Bureau de Change
	Buy here, pay here (in-house financing)
	Cash advances
	Currency exchanges or dealers
	Money transfer, wire transfers, money orders, money transmitters, and check cashing, including merchants required to be registered as money services businesses
	Payable through accounts (foreign or domestic)
	P2P payments
Gambling, lottery	Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, sports forecasting or odds making, fantasy sports, memberships on gambling-related internet sites (including unlawful Internet gambling as defined in 12 C.F.R. Section 232.2(bb))  and wagers at races, contests, sweepstakes, raffles, and offering prizes as an inducement to purchase goods or services
Government	Postal Services
High Risk	Astrology and related prediction or forecasting services
	Brand damaging
	Career placement or advice center merchants
	Cyberlockers, file sharing, file storage
	Delayed delivery merchants where the good or service is not shipped, delivered, or fulfilled when the card transaction is processed but is to occur at a future date
	International card sales greater than 20% of total sales
	Lifetime guarantee
	Merchants who are known to test or conduct research on animals
	Merchants who are known to have labor/working condition issues
	Merchants who are involved in developments that involve land acquisition and involuntary resettlement
	Merchants who are involved in developments that involve land acquisition and involuntary resettlement Merchants who are known to have experienced material community issues (e.g., demonstrations, blockades, security threats
	Merchants whose proceeds may have the potential to impact indigenous peoples
	Merchants who have been subject to allegation and impacts related to human rights violations
	Money back guarantees exceeding 30 calendar days
	Motor vehicle sales
	Online help for classes, homework or assignments
	Online personal computer technical support
	Pawn shop
	Private prison operators
	Psychic services
	Sale of airline, hotel, rental, or other miles or points
	Sale of products or services identified by government agencies to have a high likelihood of being fraudulent
	Sale of social media activity
	Sale or exchange of animals and regulated items such as animal pelts
	Shipping or forwarding brokers
Illegal	Counterfeit or possibly counterfeit goods, or products that infringe on the intellectual property rights of others
	Deceptive, unfair, or predatory practices
	Forced child labor/human trafficking, slavery
	Hate, violence, racial intolerance, terrorism, the financial exploitation of a crime, or items or activities that encourage, promote, facilitate, or instruct others regarding the same
	Unlawful activities, illegal substances or products, or items that encourage, promote, facilitate, or instruct others regarding the same
Investment, real estate	Commodity trading or security trading; equities (including stocks, bonds, or any other ownership position in a corporation)
	Crowdsourced fundraising for stock or equity
	Distressed property sales and marketing; real estate flipping
	Goods or services to be delivered more than four (4) months in the future, with an intention of gaining return on investment
	Mortgage accelerator processors
	Timeshares, timeshare resales, and related marketing
Marketing	Buyers clubs, membership clubs
	Direct marketing - inbound telemarketing
	Direct marketing - negative option, renewal, or continuity subscription practices
	Direct marketing - travel-related arrangement services
	Discount coupon merchants or online sites
	Discount medical or dental plans, including discount insurance
	Door to door sales
	Infomercial merchants
	Lead generation businesses
	Lifetime payments for timeshares, guarantees, and the like
	Marketing activities involving "pay only for shipping" and/or "free trial" periods
	Outbound telemarketers and telecom merchants
	Rebate or upsell merchants
Militia	Rebate or upsell merchantsCross border military related goods
	Militia, armed groups or armed gangs
Political parties	Militia, armed groups or armed gangs
	Political organizations
Regulated	Age restricted products or services, such as alcohol
	Firearms, including ammunition
	Hookah
	Other weapons that are not related to firearms
	Tobacco, cigarettes, e-cigarettes
Telecomm	Telecommunications, including wireless, cable, satellite, wireline, and ISP
Travel	Airlines, including charter air carriers
	Steamships and Cruise lines
	Travel agencies or tour operators
	Travel industry, including car rental and lodging

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.

7. 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.

COMMITMENT TO PRIVACY AND SECURITY

PathPoint Merchant Services (“we”, “us”, “our” or “PPMS”,), is committed to safeguarding the privacy and security of the personal information it collects. This Privacy Policy explains PPMS’ policies and practices with respect to the handling of personal information. This Privacy Policy will be read and is provided in addition to other privacy policies or statements you receive or encounter from PPMS; please know that this policy controls for purposes of your accounts or relationships with PathPoint Merchant Services. All terms not otherwise defined herein, have the meanings given them in the PathPoint General Terms of Use.

Circumstances Where We Collect Information 

PPMS’ customers are businesses and other legal entities desiring to accept credit or debit cards or other payment methods, as payment for goods or services or as donations (“Merchants” or “you(r)”). PPMS does not provide services for consumer, personal, family or household purposes and generally does not have direct relationships with, or collect information directly from, individual consumers. The personal information we receive and collect, as described below, relates to our Merchants (and their owners and operators), the payment transactions we help Merchants execute, and representatives of prospective or potential business customers interested in learning more about our services.

Circumstances where PPMS collects information, including personal information, include the following:

1. Browsing our Websites.

    When you browse our websites, we collect information as described in the online privacy policy applicable to that website.

2. Your Inquiries.

    When you complete and submit a form or otherwise provide us with personal information about you on any of our websites, or contact us by e-mail, fax, or telephone, PPMS stores the inquiries and their contents. PPMS, pursuant to applicable law, may record or monitor telephone calls for various business purposes, including quality assurance, training, and record keeping.

3. Opening an Account or Using Our Services.

    When you submit an application to become a Merchant, you will be required to provide us with certain information about your business, and its owners and officers, which also act as guarantors of the Merchant’s obligations. Personal information we collect about owners, officers and guarantors includes name and personal contact information, date of birth, tax identification number and ownership information. When you open a PathPoint Account or submit an application, PPMS also obtains and stores credit, financial and other personal information about your business, and its officers, owners and guarantors from consumer reporting agencies, credit bureaus, relevant financial institutions, and other entities.

4. From Customers of Our Merchants.

   If a consumer purchases a product or service from a Merchant using a credit or debit card, or any other method of payment for which we provide the Merchant with transaction processing services, the consumer will likely provide that Merchant with certain personal information including, for example, the consumer’s name, credit card number and transaction information. Our Merchants transmit some of this information (“Order Information”) to us in connection with processing the transaction.

Use and Disclosure of Information 

PPMS uses, retains and discloses personal information to: (i) comply with any applicable legislation requiring PPMS to obtain, verify, and record information that identifies each entity with which it establishes a Merchant relationship; (ii) evaluate your eligibility for a PathPoint Account, which involves disclosure to consumer reporting agencies, commercial credit bureaus, and relevant financial institutions; and (iii) as required or permitted by law. PPMS also uses your information to contact you about other PPMS offerings and services, as well as offerings and services of our affiliates. If you are, or become a Merchant, PPMS discloses your information, and information about your officers, directors and guarantors during the course of providing such services to card associations, banks and other financial institutions involved in the course of processing or screening the transaction, and to third parties that have contracted with PPMS to perform certain functions of our services on our behalf. PPMS uses or discloses your personal information for the additional purposes of facilitating and completing merchant-initiated or authorized transactions; complying with local laws, including credit reporting laws and card association rules; assisting in preventing fraud; informing you about general company news, product updates and developments, card association rules, and industry trends; offering you products and services of interest to you; or as otherwise permitted by your agreements with us, your consent, or as required by applicable law.
Examples where we use and disclose information include:

1. Service Providers.

   PPMS provides personal information to outside organizations as necessary to provide requested services. Our contracts with such third parties require that any information that we provide to them is kept confidential and used solely for the purposes of providing the services that they have been contracted with to provide.

2. Government Inquiries.

   We share information with regulatory authorities and law enforcement officials when we believe such disclosure is necessary to comply with legal requirements. We share information with third parties where appropriate to protect against fraud or verify or enforce our terms of use, our other rights, or other applicable policies.

3. Referral Programs.

   Where a Merchant is referred to PPMS by a referral partner, PPMS shares Merchant information, including name, location, Merchant ID, transaction volume, card summary and Merchant status, with the referral partner as necessary to administer the referral arrangement, including to calculate fees, determine Merchant’s continued eligibility for the referral program and any preferred pricing, and servicing and managing the Merchant’s PathPoint Account.

4. Integrated Payments.

   Where an online platform provides PPMS integrated with the platform’s own services, PPMS shares with the platform information about our shared users, including their personal information. The online platform can use and disclose the information in accordance with applicable laws, rules, regulations, and the online platform’s own privacy policy.

5. Order Information. 

   When we provide processing services to our Merchants, we disclose Order Information to banks, other processors, credit and debit card organizations and associations, and other financial institutions involved in effecting the transaction represented by the Order Information. In addition, we disclose some or all of the information we collect to our affiliated companies or to non-affiliated third parties where necessary or appropriate to comply with local laws or the rules and regulations of the respective card organizations or other payment entities.

6. De-identified information.

   We also use and disclose data we collect or generate on an aggregate or de-identified basis (such that it does not identify any individual Merchant or card holder) for business purposes, where permissible under applicable laws and regulations.

Protection of Cardholder and Merchant Data  

PPMS has implemented various measures, in accordance with applicable laws, rules and regulations such as the Payment Card Industry Data Security Standards (“PCI-DSS”), to help ensure the security and confidentiality of cardholder and Merchant data. These measures include appropriate administrative, technical and physical safeguards designed to protect against anticipated threats or hazards to the security or integrity of such information and against unauthorized access to or use of such information.

Retention of Information 

PPMS retains the personal information it collects as long as necessary for the fulfillment of the purposes for which it was collected, subject to reasonable legal limitation periods, statutory or regulatory retention requirements and legitimate business requirements. PPMS will use reasonable efforts to ensure that personal information which is no longer required will be disposed of or destroyed in a secure manner.

Personal Information 

For the purpose of this Privacy Policy, “personal information” means information that identifies, is identifiable to, or can be used to identify an individual alone or in combination with other information, as more particularly defined in applicable privacy legislation. Personal information does not include aggregate information that cannot be associated with a specific individual, and in certain jurisdictions, it also excludes business contact information.

Modifications to Privacy Policy

We continue to review our policies and procedures to assure they are effective in meeting our commitments to our Merchants. Accordingly, we may change this Privacy Policy from time to time. When we do, we will let you know by appropriate means such as by posting the revised statement on this page with a new “Last Modified” date. All changes will become effective when posted unless indicated otherwise.

For Our Canadian Merchants 

1. Canadian Merchants. 
   

   PPMS and its affiliates and service providers process personal information inside and outside of Canada, including in the United States and Philippines, and can be required by Canadian or foreign law to provide personal information to governments, courts, national security, law enforcement or regulatory agencies in certain circumstances.
   The file containing your personal information will be maintained at our offices or on our servers, or those of our third party service providers. Authorized employees, mandataries and agents of PPMS who have a legitimate purpose for accessing the information and require it in the course of their duties will have access to your personal information.
   You can withdraw your consent to our collection, use or disclosure of personal information at any time (subject to legal or contractual restrictions and reasonable notice) by contacting our Chief Privacy Officer using the information listed below. However, if you withdraw your consent to certain collections, uses or disclosure of your personal information, PPMS may be unable to provide services. You can request access to or correction of your personal information at any time by contacting our Customer Service Team. We take steps to verify your identity before granting access or making corrections. You can also contact our Customer Service Team with any questions about how we handle personal information, including with respect to our use of service providers outside of Canada.

Contact Information 

If you have any questions about this Privacy Policy, please contact us.
PathPoint Merchant Services, LLC
Customer Service
108 S. 700 E, American Fork, UT 84003

E-SIGN DISCLOSURE AND CONSENT

Electronic Delivery
By accepting the terms and conditions of this E-Sign Disclosure and Consent (the “Consent”), you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your PathPoint Account and your use of the Service. Communications include but are not limited to:

• 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 our 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 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 giving your consent, you 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., 108 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. All capitalized terms not otherwise defined herein, have the meaning set forth in the PathPoint General Terms of Use.

COMMERCIAL ENTITY AGREEMENTS

PathPoint provides processing services (“Services”) provided by two national processing companies. You will be notified of which processing company your business utilizes during the PathPoint Account creation process.

JP Morgan Chase/WePay

PathPoint submits transactions through WePay to the Chase Paymentech platform. The acquiring bank for WePay and Chase Paymentech is JP Morgan Chase Bank (also known as Chase Bank). Chase Bank is responsible for depositing your money into your business bank account.

Wells Fargo and Fiserv (fka First Data)

PathPoint also submits transactions through the Fiserv platform. The acquiring bank for Fiserv is Wells Fargo. Wells Fargo is responsible for depositing your money into your business bank account.