End User License Agreement

THIS END USER LICENSE AGREEMENT (THESE “TERMS OF SERVICE” OR THE “END USER LICENSE AGREEMENT”) FORMS A BINDING AGREEMENT BETWEEN YOU (“YOU,” “YOUR”) AND BEEHUB INC. (“PEPPR,” “WE,” “US,” “OUR”). BY USING ANY PEPPR APP, PRODUCTS AND/OR SERVICES (COLLECTIVELY, THE “SERVICES”) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF CONDITIONS AND PRIVACY STATEMENT, (available at https://www.peppr.com/privacy-statement) (“PRIVACY STATEMENT”).

FROM TIME TO TIME, WE MAY UPDATE THESE TERMS OF CONDITIONS IN OUR DISCRETION, AND WILL POST THE UPDATED TERMS TO https://www.peppr.com/end-user-license-agreement. WE MAY PROVIDE NOTICE TO YOU OF THE UPDATED TERMS BY EMAIL AND/OR AN ON-SCREEN NOTIFICATION THROUGH THE SERVICES. THE UPDATED TERMS WILL BECOME EFFECTIVE AS OF THE EFFECTIVE DATE INDICATED IN THE TERMS (“EFFECTIVE DATE”). ANY USE OF THE SERVICES AFTER THE EFFECTIVE DATE MEANS YOU HAVE ACCEPTED THE UPDATED TERMS. YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT YOU DO NOT ACCEPT THE UPDATED TERMS OF SERVICE IS TO CEASE YOUR ACCESS TO AND USE OF THE SERVICES.
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1. Use of Services

1.1 You may only access and use the Services if you are an authorized employee of a Peppr customer (“Merchant”) that has paid for or otherwise authorized a software subscription for Peppr Services pursuant to a Merchant Agreement entered into between Peppr and the Merchant. Peppr grants you a limited, revocable, non-exclusive, non-transferable license to access and use the applicable Services during the course of your employment with Merchant, solely and exclusively for Merchant’s internal business purposes.

1.2 You agree to use the Services only for the management and operation of Merchant’s business pursuant to the terms and conditions of the Merchant Agreement and not directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services; (b) modify, translate, or create derivative works based on the Services; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (c) use or access the Services to build or support, and/or assist a third party in building or supporting, products or services competitive with the Services; (d) remove or obscure any proprietary notices or labels from the Services; (e) use the Services for any fraudulent undertaking or in any manner that could damage, disable, overburden, impair or otherwise interfere with Peppr's provisioning of the Services; (f) violate or breach any operating procedures, requirements or guidelines regarding Merchant’s use of the Services that are posted on or through the Peppr Platform or otherwise provided or made available to Merchant; (g) alter, distribute, license, resell, transfer, assign, rent, lease, timeshare or otherwise commercially exploit the Services to any third- party or provide it as a service bureau; (h) conduct any penetration or vulnerability testing on the Services or network; or (i) copy any features, functions, text or graphics of the Services, including without limitation, the structure, sequence or organization of the user interface.

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2. Ownership of Content, Use of Trademarks

2.1 Peppr owns or has licenses to all rights, title, interest, copyright, and other worldwide intellectual property and trade secret rights in and to the Services (including all derivatives or improvements thereof). You may voluntarily submit suggestions, enhancement requests, ideas, feedback, recommendations, or other input about the Services (“Feedback”) at any time. You irrevocably assign all right, title, interest and other worldwide intellectual property rights in and to the Feedback to Peppr, and acknowledge that we are free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by you relating to the Services in our sole discretion, entirely without obligation or restriction of any kind. Any rights not expressly granted herein are reserved by Peppr.

2.2 User Content. You, (or Merchant, if applicable) retain all rights, title and interest in and to any text, graphics, videos, images or other data (including but not limited to personal information) that you upload or that is otherwise made available within the Services (“User Content”). You grant to Peppr a non-exclusive, royalty-free, fully paid-up, worldwide license to access, use, copy, modify (including the right to create derivative works of), display and transmit User Content solely for the purpose of our providing the Services and in accordance with our Privacy Statement. You are solely responsible for the accuracy, quality, content and legality of User Content, the means by which User Content is acquired, and any transfer of User Content outside of the Services by you, Merchant or any third-party authorized by you. You represent, warrant and covenant that you have all rights necessary to upload the User Content to the Services and to otherwise have such User Content used or shared, as applicable, in relation to the Services.

2.3 Third-Party Content. Through your use of the Services you may be presented with material provided by third-parties, not owned or controlled by us, from our partners, and/or from other users of the Services, including but not limited to software, text, graphics, videos, images, or advertising content (collectively referred to as “Third-Party Content”). All Third-Party Content and the Services are protected by United States and foreign intellectual property laws. Unauthorized use of the Services and/or Third-Party Content may result in violation of copyright, trademark, and other laws. Except as expressly set forth herein, you have no rights in or to the Services or Third-Party Content, and you will not use, copy or display the Services or Third-Party Content except as permitted under these Terms of Service. No other use of the Services or Third-Party Content is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the Services and Third-Party Content. You may not sell, transfer, assign, license, sublicense, or modify the Third-Party Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Third-Party Content in any way for any public or commercial purpose other than as permitted hereunder. The use or posting of any of the Third-Party Content on any other platform, or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms of Service, your right to access and/or use the Third-Party Content and Services will automatically terminate.

2.4 We do not pre-screen, filter or use User Content, or Third-Party Content, but we do reserve the right to refuse to accept, or delete any User Content or Third-Party Content in our sole discretion. In addition, we have the right (but not the obligation) in our sole discretion to reject or delete any content that we reasonably consider to be in violation of these Terms of Service or applicable law. We do not guarantee the accuracy, integrity or quality of any Third-Party Content, regardless of whether such products or services are designated as “certified,” “validated” or the like. Any interaction or exchange of information or data between you and any third-party is solely between you and such third-party. You should take precautions when downloading files from any platform to protect your computer from viruses and other destructive programs. If you decide to access any Third-Party Content, you fully assume the risk of doing so. Under no circumstances will Peppr be liable in any way for any Third-Party Content, including liability for any errors or omissions in any Third-Party Content or for any loss or damage of any kind incurred as a result of the use of any Third-Party Content posted, emailed or otherwise transmitted via the Services.

2.5 Each user must: (a) provide true, accurate, current and complete information on the Peppr Platform or applicable Peppr App registration form (collectively, the "Registration Data") and (b) maintain and promptly update the Registration Data as necessary. If, after investigation, we have reasonable grounds to suspect that any of your information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and prohibit any and all current or future use of the Services (or any portion thereof) by you other than as expressly provided herein. You are wholly responsible for maintaining the confidentiality and security of your username and password, and you are wholly liable for all activities occurring thereunder. Peppr cannot and will not be liable for any loss or damage arising from your failure to comply with this sub-section.

2.6 The trademarks, service marks, and logos of Peppr (the “Peppr Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Peppr. Other Peppr product and service names located in the Services may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Peppr Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Services or otherwise without the prior written consent of Peppr specific for each such use. The Trademarks may not be used to disparage Peppr or the applicable third-party, Peppr’s or third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Except as described herein, the use of any Trademarks is prohibited without Peppr’s prior written consent. All goodwill generated from the use of any Peppr Trademark or Third-Party Trademark will insure to Peppr’s, or the applicable Third Party, as applicable.

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3. Limitation of Liability and Disclaimer of Warranties

3.1 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, PEPPR AND ITS THIRD-PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT AND QUALITY. PEPPR AND ITS THIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR THE RESULTS YOU MAY OBTAIN BY USING THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PEPPR AND ITS THIRD-PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER PEPPR NOR ITS THIRD- PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PEPPR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. WITHOUT LIMITING THE FOREGOING, PEPPR DOES NOT WARRANT OR GUARANTEE THAT ANY OR ALL SECURITY ATTACKS WILL BE DISCOVERED, REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANY SECURITY BREACHES BY THIRD PARTIES. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY PEPPR, THE SERVICES ARE PROVIDED TO MERCHANT ON AN "AS IS" BASIS.

3.2 IN NO EVENT WILL PEPPR BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (B) FOR LOSS OF USE, INACCURACY, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, LOSS OF PROFITS, DATA OR BUSINESS INTERRUPTION; OR (C) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, WHETHER OR NOT FORESEEABLE, EVEN IF PEPPR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN HAS FAILED ITS ESSENTIAL PURPOSE.

3.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND RULES, PEPPR’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO ONE THOUSAND DOLLARS ($1,000).

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4. Indemnification

You agree to defend, indemnify and hold harmless Peppr and its directors, officers, employees, affiliates and agents from and against any claims, liability, damages, expenses and costs, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach or alleged breach of these Terms, our Privacy Statement or any other policy issued by Peppr; (b) the intellectual property rights of any person; (c) any applicable; law or rules including, without limitation, privacy and consumer protection laws; and (d)r your access to, use or misuse of the Third-Party Content or Services. Peppr will provide notice to you of any such claim, suit, or proceeding. Peppr reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting Peppr’s defense of such matter.

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5. Termination of the Agreement

5.1 Peppr reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms and your access to all or any part of the Services or User Content at any time and for any reason without prior notice or liability. Peppr reserves the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

5.2 Sections 1 (Use of the Platform), 4 (Limitation of Liability and Disclaimer of Warranties), 5 (Indemnification), 6 (Termination of Agreement), 7 (Arbitration) and 9 (Miscellaneous) will survive the termination of these Terms of Service.

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6. Dispute Resolution

You agree that, by agreeing to this Agreement, you and Peppr are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be decided by a single arbitrator in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs, fees, and expenses incurred in connection with the arbitration proceeding, including attorneys’ fees and expenses and witness costs and expenses. The arbitrator shall apportion the fees, expenses, and compensation of the American Arbitration Association and the arbitrator between the parties in such amount as the arbitrator determines is appropriate. Arbitration shall take place in Dallas, Texas, unless the parties mutually agree to another location. Notwithstanding the foregoing, either party may, without waiving any remedy under this Agreement, seek from any court with jurisdiction interim or provisional equitable relief necessary to protect such party’s rights or property. Any civil action seeking injunctive relief, challenging an arbitration proceeding or award or otherwise related to this Agreement will be instituted and maintained exclusively in the federal or state courts situated in the city of Dallas, Texas.

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7. Compliance with Laws

7.1 You agree to comply with all federal, state, provincial, local and foreign laws, rules and regulations applicable to you and Merchant’s business in relation to your use of the Services, including any applicable privacy and consumer protection laws, tax laws and regulations, the then-current version of the Payment Card Industry Data Security Standards and the by-laws, and any and all other rules, policies, and procedures of VISA, MasterCard, Discover and/or other card networks as in effect from time to time.

7.2 the United States control the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any part of the Services to countries or persons prohibited under the export control laws. By accessing, using, or downloading the Services, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Services.

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8. Miscellaneous  

Any action, claim, or dispute related to these Terms will be governed by the laws of Texas, excluding its conflicts of law provisions and controlling U.S. federal law. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. Failure of Peppr to act on or enforce any provision of these Terms will not be construed as a waiver of that provision or any other provision herein. No waiver will be effective against Peppr unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Peppr and you, these Terms constitute the entire agreement between you and Peppr with respect to the subject matter hereof and supersede all previous or contemporaneous agreements, whether written or oral, between you and Peppr with respect to the subject matter. The section headings are provided merely for convenience and will not be given any legal import. These Terms will insure to the benefit of our successors and assigns. You may not assign these Terms without our prior written consent. Any information submitted or provided by you to the Services might be publicly accessible. Important and private information should be protected by you.