The trip price includes: Unless otherwise stated in the parent letter, the trip price includes round trip transportation, hotel accommodations, motor coach or vans, three meals per day while on tour, sightseeing, trip leader, admissions, taxes and gratuities, accident-related medical and dental insurance, customer service, and accounting. We are an all-inclusive tour agency and do not offer ground packages. All prices quoted are student price. Adult price is higher and if not quoted in your letter, please call for the adult price of your trip. Trip prices are based on having a minimum number of participants per transportation vehicle. If these minimum numbers are not met, additional charges, itinerary changes, or the combination of your group with other groups may result.

Not included: Any fuel, security or baggage surcharges imposed by the airlines or bus companies, installment fees for accounting, Full Refund Program, small group increases, processing fees, or merchandise.

Registrations: Please register early, as all registrations are processed on a first come, first served basis. The registration fee stated in your letter is non-refundable. All late registrations will be accepted based on the availability of space on the bus and/or the airlines. Any increase in airfare will be passed on to late registrants. Participants with disabilities are welcomed on the tour, but must be accompanied by a companion capable of providing all assistance required, and not require special assistance from NationsClassroom or its suppliers. Registrants with disabilities must notify NationsClassroom in writing by the registration deadline of their status and of the identity of the traveling companion. NationsClassroom starts rendering services for your traveler(s) at the time of registration. Services rendered include but are not limited to convenience fees for payment processing, administrative costs, booking fees, non-refundable deposits and/or final payments. By registering with NationsClassroom, the participant and legal guardian acknowledges and agrees that you give the Tour Leader, School, School Administration or other entity associated with the Tour Leader consent to make itinerary and/or date changes on your behalf. NationsClassroom also reserves the right to decline to accept any person as a member of the trip. Upon NationsClassroom’s determination that a participant threatens their own safety or the safety of others, the participant shall be removed from the tour and returned home at the participant’s expense. Participants agree to reimburse NationsClassroom for all reasonable costs, if any, incurred with effecting the return of a removed participant.

Group Combinations: Price is based on 35 paying participants for the trip unless otherwise stated. Should your group have fewer than 35 payees, an increase in cost may be incurred. The company may combine small groups to help lessen the cost. Flexibility is required as dates, format and itinerary may need to be changed at the sole discretion of NationsClassroom to make these changes. NationsClassroom reserves the right to cancel any trip due to the group minimum not being met. If NationsClassroom cancels a trip for this reason, all registrants will receive a full refund of all monies paid.

Hotel accommodations: Hotel accommodations: NationsClassroom is not responsible for assigning roommates. The Tour Leaders responsible for assigning roommates, with males and females being separated based upon their birth assigned gender, and adults separated from students and/or minors. Adult participants are responsible for arranging for their own roommates. If, for any reason, an adult participant cannot find a roommate or one is not available, then they will be required to pay the single occupancy rate. Minor participants are not permitted to lodge in a room by themselves and must have at least one roommate, or in most instances, at least three roommates per quad occupancy requirements for the tour and tour pricing. If for any reason, a minor participant cannot be grouped with the required number of roommates for the tour, then that participant(s) may be required to pay an increased occupancy rate, if such vacancy is available, and/or for the costs to have a lodging chaperone accompany the minor to prevent the minor participant from rooming alone.

Flights: We reserve flights on major carriers. We cannot guarantee non-stop flights, and in some cases, the group may have to be split for flights. We cannot guarantee a specific airport or airline. While we attempt to secure preferred airports for departure, this can not be guaranteed and groups must be prepared to depart from airports that may be a significant distance from home. Seating assignments will be made by the airlines and upgrades, stopovers, changes and use of frequent flyer mileage are not possible. NationsClassroom is not responsible for schedule changes, mechanical or weather delays that may occur. In the event of airline cancellations of a scheduled flight, NationsClassroom will attempt to obtain alternate flight plans. Due to group air travel restrictions, individual flight deviations are not available. Flight departure times and actual travel times are not guaranteed and may affect the length of time spent in destinations. Any flight information provided prior to departure is subject to change. Please allow three days of flexibility on each side of your participant’s travel dates for contingencies. Any baggage fees charged by the airline are the responsibility of the individual traveler at time of check-in.

Sponsorship: Unless otherwise noted, this tour is not sponsored by any school, school district or public entity, and is organized by a private company, NationsClassroom. NationsClassroom and the trip leader reserves the right to refuse or cancel a registration at their discretion.

Behavior: While traveling, the participant will be expected to abide by local laws, including those concerning drugs or alcohol. They will also be responsible for any personal calls or incidental personal expenses, or any damage done to the buses or hotels while on tour. All participants will be required to sign a behavior contract prior to traveling. Breaking these laws, rules, and guidelines may be grounds for being sent home early from the trip at the participant/guardian’s expense.

Payments: You will be enrolled in the NationsClassroom EZPAY program automatically. The EZPay Program allows for equal installments to be billed to the payment source which you used to register. These installments will take place on the 5th, 10th, 15th or 20th of each month as outlined by your parent registration letter. You will be sent a detailed statement upon registration and at the conclusion of each transaction. We will also provide you with a payment reminder on the first of each month. To opt out of the EZPay program, you must email NationsClassroom at inspire@nationsclassroom.com. NationsClassroom accepts MASTERCARD, VISA, DISCOVER, AMERICAN EXPRESS and Personal Checks. All checks should be written out to NationsClassroom. Please call customer service at 877-270-1776 with any additional questions. If your account is unpaid at the final deadline you will be assessed a $49 late fee. The unpaid spot will be subject to cancellation based on flight availability on this date. If your account is still unpaid 35 days before departure, your registration will be cancelled and the cancellation policy applies as outlined below. The plans of a great number of trip leaders, parents and students depend on the final group numbers and we ask for your diligence in keeping accounts current. There will be a $35.00 fee accessed on your account per returned item including but not limited to credit card disputes, ACH draft failures, and returned checks. These fees are non-refundable.

Standard cancellation policy: The cancellation policy is as follows. The company incurs booking costs as soon as a registration begins. All cancellations must be made in writing. Please include the date, participant’s name, and trip ID number. Cancellations are determined solely by the date they arrive in the NationsClassroom office regardless of the reason. The policy applies to each individual registration as follows:

70 days or more prior to departure: NationsClassroom will retain 25% of the trip cost.
69-36 days prior to departure: NationsClassroom will retain 50% of the trip cost.
35 days or less: We regret that no refund will be issued.
Cancellation or rescheduling by Tour Leader or other: In the event the Tour Leader or other entity associated with the Tour Leader chooses to change the departure date, the standard cancellation charges remain effective for the original departure date. Cancellation of a tour without NationsClassroom’s consent is subject to the standard cancellation policy. Cancellation of a tour by the Tour Leader, entity associated with the Tour Leader, School or School administration is subject to the standard cancellation policy.

Destination(s)/Dates Subject to Change: You are registering for a private and highly customized group tour. In the event the destination and/or the departure dates need to be modified due to the actions of any governmental or civil authority, civil unrest, travel ban, school or school district, or a cancellation is caused for any other reason beyond the control of NationsClassroom, tour participants will be entitled to a refund per the standard cancellation policy.

Travel Confidently Refund Program (TCRP)Benefits: The Travel Confidently Refund Program is offered for your convenience and protection. The program protects your payments and provides a refund less the Travel Confidently Refund Program fee and non-refundable registration fee if you need to cancel at any time prior to 24 hours to departure. Valid reasons for cancellation include illness, death in the family, accidents, behavior violations, academic failure, financial difficulties, injury, or employment relocation. The program also protects your payments if the Tour Leader, school, or school’s administration needs to cancel at any time up to 45 days prior to departure. All participants are given the option to opt-out at registration and can refuse enrollment. This program can be added up until 14 days past the registration date. Registrations within 75 days of the departure date are not eligible for the Travel Confidently Refund Program. If you do not pay in-full at the time of registration, the program will be added into your installments and appear on each statement. The Travel Confidently Refund Program is offered as Pre-Departure Payment Protection Only. The Travel Confidently Refund Program is not a travel insurance. Please contact a travel insurance company to purchase a travel insurance plan.

Exclusions: The Travel Confidently Refund Program does not make refunds in the event the trip is canceled as a result of or following acts of force majeure, including, without limitation, acts of God, war (whether declared or not), terrorism, pandemics other than Covid-19, quarantine or civil unrest. All decisions are final and participants cannot enroll later. Fees for returned payments, late fees, installment charges, merchandise purchases, and fundraising monies are not refundable, nor are specialized plane tickets purchased for individuals. To be eligible for a refund, participants must have paid all monies due on time. Failure to pay on time will cancel the eligibility for refund. The TCRP must be purchased within 14 days of the registration date. Once purchased, the TCRP may not be removed.
Full Refund Program (FRP) Benefits: The Full Refund Program is offered for your convenience and protection. The program protects your payments and provides a refund minus the FRP fee and non-refundable deposit if you need to cancel at any time prior to departure. Valid reasons for cancellation include illness, death in the family, accidents, behavior violations, academic failure, financial difficulties, injury, or employment relocation. The program also protects your payments if the Program Leader, school, or school’s administration needs to cancel at any time up to 46 days prior to departure. All participants are given the option to opt-out at registration and can refuse enrollment. This program cannot be added after registration. If you do not pay in-full at the time of registration, the program will be added into your installments and appear on each statement. The Full Refund Program is offered as Pre-Departure Payment Protection Only. The Full Refund Program is not a travel insurance. Please contact a travel insurance company to purchase a travel insurance plan. The Full Refund Program is discontinued as of August 21, 2020. Registrants that have purchased this program will still be entitled to the benefits of the Full Refund Program.

Exclusions:The Full Refund Program does not make refunds in the event the trip is canceled as a result of or following an act of God , war (whether declared or not), terrorism, or civil unrest. All decisions are final and participants cannot enroll later. Fees for returned payments, late fees, installment charges, merchandise purchases, and fundraising monies are not refundable, nor are specialized plane tickets purchased for individuals. To be eligible for a refund, participants must have paid all monies due on time. Failure to pay on time will cancel the eligibility for refund. The FRP must be purchased at the time of registration. Once purchased, the FRP may not be removed

Refunds: Whenever possible refunds will be issued back to the original form of payment. A refund check will be issued in the name that appears on the participant’s account. For minor aged participants, refunds will be made payable to the parent / guardian that is listed as the account holder. If there are any disputes as to who the refund should be paid to, NationsClassroom reserves the right to issue the refund in the name of the minor aged participant. All refund checks are mailed 4-6 weeks after the request has been processed. This time period will begin once the account holder receives the electronic confirmation of cancellation.There will be a non-refundable $35 stop-payment fee for lost refund checks. Please note that E-Checks and Money orders will be refunded by check. When getting a refund, cashing a check or accepting a credit to your bank or charge account is final and parties agree to pursue no further compensation. No refunds will be issued to families with active credit card or EFT disputes. Merchandise costs, installment fees, late fees, and returned item/payment charges are non-refundable.

Authority on Tour: By registering with NationsClassroom, the participant and/or Guardian agrees that the participant will abide by the authority of the Tour leader or NationsClassroom representative. The participant must at all times strictly comply with local laws. If the participant is affected by any condition, medical or otherwise, that might affect other participant’s enjoyment of the tour, the participant must advise NationsClassroom at the time of booking. Should the participant fail to comply with the above or commit any illegal act when on the tour or, if in the opinion of the Tour Leader, the participant’s behavior is causing or is likely to cause danger, distress or annoyance to others, NationsClassroom may terminate that participant’s travel arrangements without any liability on NationsClassroom’s part and the participant and/or Guardian will not be entitled to any refund for unused or missed services or costs incurred resulting from the termination of the travel arrangements.

Unused Services: There will be no discounts or monies refunded for missed or unused services, including the participant’s voluntary or involuntary termination/departure from the tour, which includes but is not limited to sickness, death of a family member etc, late arrival on the tour, or premature departure either voluntarily or involuntarily.

Fundraising: Fundraising money will not be returned to individual families, nor will merchandise costs, installment fees, late fees, and returned payment charges.

Video/Photographic Likeness: Any photographic, film, video likeness or audio recordings of participants while on tour may be edited and used by NationsClassroom in future marketing campaigns without any notification or compensation to the participant.

Claims and Complaints: If a participant and/or Guardian has a complaint against NationsClassroom, the participant and/or Guardian, must first inform the Tour Leader at the earliest opportunity to allow the grievance to be rectified. If satisfaction is not reached, the participant and/or Guardian, must contact a NationsClassroom representative while on tour in order to ensure that NationsClassroom is provided the opportunity to rectify the matter. Failure to indicate dissatisfaction while on tour may bar or reduce the participant and/or Guardian ability to claim compensation from NationsClassroom. If satisfaction is still not reached through these means on the tour, then any further complaint must be put in writing to NationsClassroom via email at inspire@nationsclassroom.com, no later than three days after the final day of the participant’s tour. NationsClassroom will not accept any liability for claims received after this period. It is the responsibility of the participant, and/or Guardian, to be familiar with and follow NationsClassroom’s claims and complaints process.

Errors and Omissions: Although NationsClassroom has made a concerted attempt to verify the accuracy of statements made herein, NationsClassroom cannot be held responsible for any error, omission or unintentional misrepresentation that may appear in their brochure, travel documents, or on the website.

Privacy: Arrangements require coordination with various providers who deliver requested services making it necessary to share some personal information provided. Please click here to learn more about the NationsClassoom Privacy Policy.

Non-Responsibility: NationsClassroom and its employees, shareholders, agents, and representatives use third party suppliers to arrange tours, transportation, sightseeing, lodging, and all other services related to this tour. NationsClassroom is an independent contractor and is not an employee, agent, or representative of any of these suppliers. NationsClassroom does not own, manage, operate, supervise, or control any transportation, vehicle, airplane, hotel or restaurant, or any other entity that supplies services related to your tour. NationsClassroom is not affiliated with any other tour operator. All suppliers are independent contractors, and are not agents or employees or representatives of NationsClassroom. All tickets, receipts, coupons, and vouchers are issued subject to the terms and conditions specified by each supplier, and by accepting the coupons, vouchers, and tickets, or utilizing the services, all customers agree that neither NationsClassroom, nor its employees, agents, or representatives are or may be liable for any loss, injury, or damage to any tour participant or their belongings, or otherwise, in connection with any service supplied or not supplied resulting directly or indirectly from any occurrence beyond the control of NationsClassroom. NationsClassroom assumes no responsibility or liability for any delay, change in schedule, loss, injury or damage or loss of any participant that may result from any act or omission on the part of others; and NationsClassroom shall be relieved of any obligations under these terms and conditions in the event of any strike, labor dispute, act of God, or of government, fire, war (whether declared or not) , terrorism, insurrection, riot, theft, pilferage, epidemic, illness, physical injury, quarantine, medical or customs or immigration regulation, delay, or cancellation. NationsClassroom accepts no responsibility for lost or stolen items. NationsClassroom reserves the right to refuse any registrant or potential registrant at its sole discretion.

Additional Risks: Additional risks and dangers may arise including, but not limited to, hazards of traveling in undeveloped areas, hazards of travel by boat, train, automobile, aircraft and other means of conveyance, animal interactions, forces of nature, political unrest, other unrest, hazardous local customs and practices, differing levels of sanitation, differing standards of safety, risks associated with water, food, plants, insects and differing animal regulation, accident or illness in areas lacking means of rapid evacuation or medical facilities, and acts of national and local governments and unrest and acts of others against governments. These risks are not an exhaustive list but are examples of many kinds of risks. You are voluntarily participating in these activities with the knowledge that there are significant dangers involved, and you hereby agree to accept any and all risks. As lawful consideration for the agreement with NationsClassroom to participate in such trips and activities you agree you will not make a claim against NationsClassroom, its related companies or its personnel or sue for bodily injury, emotional trauma, death, property loss or damage or other loss, cost or expense, however caused, as a result of or related to your contracting for, traveling to or from, or in any and every other way participating in the trip. You release NationsClassroom, its related companies and its personnel from any and all claims, known or unknown, arising from contracting for, traveling to or from, and in any and every way participating in a trip. This release of liability and assumption of risk agreement is entered into on behalf of you and all members of your family and party, also including minors accompanying you. This agreement also binds your heirs, legal representatives and assigns. Security is a major concern to all of us and the situation globally is constantly changing. Events around the world, coupled with the “Travel Advisories” put out by various governments, may at times necessitate changes to the accommodations and itinerary or even trip cancellation. You must accept these risks involved in travel to any country that may experience security difficulties and accept responsibility for your own travel decisions. Where the guest occupies a motor coach seat fitted with a safety belt, neither NationsClassroom nor the Operator nor its agents or co-operating organizations or service providers will be liable for any injury, illness or death or for any loss or damages or claims whatsoever arising from any accident or incident, if the safety belt is not being worn at the time of such an accident or incident. This exclusion and limitation of liability shall not be used to imply that the Operator or its agents or affiliated entities are liable in other circumstances.  

Additional Provisions: NationsClassroom cannot be held responsible for loss of personal property including money, and the company is not responsible for locating lost property. The suppliers providing travel services and accommodations are independent contractors and not agents. NationsClassroom cannot be held responsible for personal injury, property damage, or loss of earnings from any event whatsoever caused by hotels, railways, airlines, and all sub-contracted services. The participants shall indemnify, defend, and hold harmless NationsClassroom and its officers, directors, partners, agents, members, and employees from and against and all demands, claims, damages to persons or property, losses and liabilities, including reasonable attorney’s fees, except to the extent and percentage attributable to NationsClassroom negligence or wrongful action. All parties agree that in the event of legal action concerning this agreement, all litigation shall be brought only in Henrico County Virginia and that such litigation shall be decided pursuant to the laws of Virginia. You agree to the all of the terms and conditions by your registration for the trip. NationsClassroom may amend the terms and conditions from time to time without notice to you, other than posting the amended terms and conditions to the NationsClassroom website: www.nationsclassroomtours.com.

CST#2096552

FL#ST38552

IMPORTANT: THIS SOFTWARE AS A SERVICE AGREEMENT (“The Agreement”) IS A BINDING LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND GROUPCOLLECT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SERVICES. IT PROVIDES A LICENSE TO USE THE SERVICES AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY CLICKING THE “I ACCEPT” BUTTON AND USING THE SERVICES YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SERVICES AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICES.

You acknowledge and agree that we may change these Terms and Conditions from time to time and that those changes become effective immediately. If we make material changes, we will provide you notice. Your continued use of our services following the notice of any changes constitutes your acceptance and agreement to be bound by such changes.

(a) “Agreement” means the written (or electronic) agreement entered into between GroupCollect and the Merchant regarding payment processing services to which these General Terms are applied and are an integral part of.

(b) “Acquirer” is a third-party entity, such as a credit card network processor or bank, that receives and processes End-User Customer payment information and remit payment funds in accordance with and subject to certain policies, procedures and standards, and/or an acquiring bank that screens and accepts sales drafts and completes financial settlement for the respective sale transaction on behalf of GroupCollect or Merchant.

(c) “Acquirer Agreement” is an agreement between the Merchant and an Acquirer enabling the Merchant to act as a merchant or sub-merchant in transactions that are processed through the relevant Acquirer.

(d) “Group Collect, LLC” (hereinafter GroupCollect) is a limited liability corporation organized and existing under the laws of the State of Florida, with its head office located at 7 Old Mission Ave., Saint Augustine, Florida 32084, and is the owner and authorized distributor of GroupCollect Services.

(e) “Confidential Information” means the Services, Documentation, Specifications and Terms and Conditions of the Agreement.

(f) “Customer” A Consumer or company that purchases products or services online from the Merchant.

(g) "Customer Data" means any personal data of Your customers of any type that is submitted to the Services by You or your customers.

(h) “Merchant” A company selling its products or services online to Customers and who has entered into the Agreement with GroupCollect. The Merchant is the vendor of the products or services and the creditor of the Customer.

(i) Merchant ID refers to GroupCollect’s own account(s) at recognized Acquirer(s) and used by GroupCollect to process payment for Products in respect of certain payment transactions conducted through the GroupCollect Payment Services where GroupCollect shall process the transaction through GroupCollect’s Merchant ID on behalf of Merchant.

(j) “Merchant of Record” is the party formally recorded as conducting the payment transaction with an End-User Customer.

(k) “Order Forms” means the ordering document signed by the parties that accompanies and incorporates the Services as a service agreement, including the services policies and any other document referenced or incorporated into the ordering document.

(l) “Product” means goods or services, or a combination thereof supplied to the Customer in accordance with the terms of the sale agreement(s) entered into between the Merchant and the Customer.

(m) “Services” means the GroupCollect software as a merchant of record platform and any third-party computer platform contained therein not explicitly subject to a different license, in each case supplied by GroupCollect herewith, and, if applicable, the corresponding documentation, associated media, printed materials and online or electronic documentation, and all updates or upgrades of the above that are provided to you.

(n) “User” means those individuals authorized by you or on your behalf to use the services, as defined in the ordering document.

(o) “You” and “Your” means the individual or entity that has ordered GroupCollect Services.

2.1 MERCHANT OF RECORD

Subject to the terms and conditions of this Agreement, during the Term of the Agreement and by means of the GroupCollect Merchant ID, GroupCollect will process transactions for payment from Customers for Products from GroupCollect as Merchant of Record.

Where GroupCollect provides the Services through the GroupCollect Merchant ID, it is agreed that GroupCollect has license from the Merchant to perform such sales transactions through the GroupCollect Merchant ID. GroupCollect Merchant ID refers to GroupCollect’s account(s) at recognized Acquirer(s) and used by GroupCollect to process payment for Products. The Customer is informed at time of sale of GroupCollect as Merchant of record.

2.2 RELATIONSHIP

GroupCollect will not enter into any contracts or commitments in the name of, or on behalf of, Merchant. As a Services Provider, GroupCollect shall not take possession or control of any Products but shall only render payment services. GroupCollect is not the custodian of any monies and is never in possession of such funds. All funds are held and controlled by the payment service provider.

3.1 ACCOUNT

You must open an account with us to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. Once registered, you are responsible for maintaining the confidentiality of your passwords, login and account information. You will be responsible for all use of the services by you, anyone using your password and login information (with or without your permission) and anyone who you allow to access the services. If at any time you have reason to believe that your account is no longer secure (through for example: loss, theft, identity theft, hacking, or unauthorized disclosure or use of your information or computer or mobile device used to access the Services), you are solely responsible to promptly change any and all of your Personal information that is affected. We reserve the right to change the account type, suspend or terminate the account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

3.2 MERCHANT INFORMATION AND OBLIGATIONS

The Merchant shall provide GroupCollect with all the information, approvals, powers of attorney and other documents and authorizations, as specified by GroupCollect periodically, in order for GroupCollect to provide the Services and the System.

To carry out the provision of the Services and to ensure accurate and timely processing of all of the Sales, the Merchant shall provide all necessary data in compliance with the specifications as provided by GroupCollect. The Merchant acknowledges that its failure to comply with the specifications for data delivery may result in a delay, suspension or cancellation of processing of the effected Sales.

Merchant warrants that it has all right, title and license in Products to permit GroupCollect the right of processing the transaction with GroupCollect as the merchant of record. In the event that Merchant breaches this warranty, GroupCollect may immediately suspend or terminate Services for Merchant.

The Merchant represents and warrants that all Customer sales are valid and the products and/or services are marketed and delivered to the Customers in accordance with the applicable law and any sale agreements. The Merchant shall be responsible for the sale to the Customer as a vendor, as specified by the applicable law and any sale agreement terms and conditions.

In particular in the sale of Consumer goods or services, the Merchant must indicate on its website the price and shipping costs of the consumer goods or services being sold and provide all other information required by applicable laws. The total price, shipping costs and all other terms and conditions applicable to the sale shall also be communicated to the consumer in writing or electronically in such a way that the consumer can record or reproduce the information in an unaltered form.

Merchant shall comply with all applicable state and country laws and regulations where Merchant is registered/located as from time to time in force regarding data protection, consumer rights, ecommerce, provision of services, consumer rights, protection and contracts.

Merchant will not act as a payment facilitator or otherwise resell the Services to any third party. Merchant shall not use the Payment Services to handle, process or transmit funds for any third party or use the Services to process cash advances.

3.3 RIGHTS AND OBLIGATIONS

Under no circumstance is GroupCollect responsible for a Customer paying the Merchant, furthermore GroupCollect does not take ownership of or responsibility for any goods or services supplied or to be supplied by the Merchant to the Customer.

GroupCollect shall not provide any Customer support and shall refer any possible queries from the Customers to the Merchant.

GroupCollect may, in its sole discretion, modify or suspend the provision of the Services and/or the System due to suspected illegal activities or if the provision of the Services and/or the System is compromised by the Merchant or any Customer.

GroupCollect may furnish the Merchant periodic advice and assistance with respect to the Services and the System, as GroupCollect determines to be reasonably necessary, including consultation and advice regarding the implementation of payment methods appropriate to the Merchant’s market.

All information based on customers’ activity in the System or Service belongs to GroupCollect and GroupCollect is allowed to use it for producing payment services, however, acknowledging the confidential pieces of Customers' and Merchants' information. GroupCollect has the right to use Customer information received from the Merchant for producing the payment service and simplifying Customers' payment transactions. GroupCollect has no right to disclose Customer information to third party without the Customer's specific consent.

As part of performing Services under this Agreement, GroupCollect may conduct fraud checks. Merchant acknowledges and agrees that such fraud checks may delay transactions and payment collection from Customers. In the event a Customer seeks to cancel an order due to such delay, GroupCollect will not be liable to the Merchant for such cancellation.

4.1 RIGHT TO ACCESS

Upon GroupCollect’s acceptance of your order and for the duration of the service term defined in the ordering document you have a non-exclusive, non-transferable, royalty free, worldwide limited right to install and use the services solely for your internal business operations and subject to the terms and conditions of this Agreement. You may allow your users to use the services for this purpose and you are responsible for your users’ compliance with the agreement. The services are provided as described in, and subject to, the services policies referenced in the ordering document.

You acknowledge that GroupCollect has no delivery obligation and will not ship copies of the GroupCollect programs to you as part of the services. You agree that you do not acquire under the agreement any license to use the GroupCollect programs specified in the ordering document in excess of the scope and/or duration of the services. Upon the end of the agreement or the services thereunder, your right to access or use the GroupCollect programs specified in the ordering document and the services shall terminate.

4.2 OWNERSHIP, DISTRIBUTION AND RESTRICTION ON USE

You retain all ownership and intellectual property rights in and to your data. GroupCollect retains all ownership and intellectual property rights to the services and GroupCollect programs. GroupCollect retains all ownership and intellectual property rights to anything developed and delivered under the agreement. Third party technology that may be appropriate or necessary for use with some GroupCollect programs is specified in the program documentation or ordering document as applicable. Your right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by GroupCollect and not under the agreement.

(a) You may not reproduce in any way or distribute copies of the Services, make available the Services in any way to third parties, upload the Services on any website or electronically transfer the Services from one computer to another or over a network, except as expressly authorized under the terms of the Agreement;

(b) You may not alter, merge, modify, adapt or translate the Services, or decompile, reverse engineer, disassemble, or otherwise reduce the Services to a human-perceivable form or undertake any activity intended to bypass, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) the proper and/or secure operation of the Services or breach any patent held or patent application deposited by GroupCollect in any way;

(c) You may not sell, rent, lease, loan or sublicense the Services;

(d) You may not modify the Services or create derivative works based upon the Services.

5.1 PAYMENT AND PRICE

The Merchant shall pay GroupCollect the fees for i) the payments made by the Customers to the Merchants due to the Sales; ii) the right to use the System and the Services as well as iii) other remunerations in accordance with the Agreement.

Payment for GroupCollect’s services is directly deducted from the settlement and the remaining amount is transferred to the Merchant. The settlement is the payments the Merchant receives from the Customers on behalf of the Merchant from the sales.

If the Merchant has requested that some or all of the collected payments from the Customers be converted into a currency other than the one in which they were collected prior to transfer to the Merchant, then the exchange rates used for such conversion will be made known to the Merchant. The right to raise objection against the used exchange rates shall be waived and invalidated if such objection is not made within fourteen (14) days after receipt of said notification to the Merchant.

5.2 CHARGEBACKS, REFUNDS, REVERESED PAYMENTS

The Merchant assumes full credit risk for the Customers. This liability is not subject to any limitation of liability that may be expressed elsewhere in the Agreement or these General Terms and survives any termination of the Agreement.

In accordance with the applicable law, the Consumer or the Customer may have the right to withdraw from the Sale agreement by notifying the Merchant within the period specified in the law or terminate the Sale agreement. If the Sale is cancelled, terminated or becomes void by virtue of the law and GroupCollect is responsible for reimbursing all the payments received from the Consumer, the Merchant shall compensate GroupCollect for this amount as well as the settlement costs with a 13% settlement fee. GroupCollect is entitled to set off any amount the Merchant is liable for from the payments GroupCollect shall transfer to the Merchant due to the Sales.

The Merchant shall also compensate GroupCollect for all the expenses incurred upon a dispute rising with regard to the Sale.

Merchant will assist when requested, at Merchant’s expense, to investigate any Merchant transactions processed through the Services. You hereby authorize GroupCollect to share information regarding a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. GroupCollect will use information we request of you and any content you upload through the Service to respond to Chargebacks on your behalf. If the Chargeback is contested successfully, we will release the reserved funds to your Account. If a Chargeback dispute is not resolved in your favor by the Acquirer or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms from you. Without prejudice to your right to appeal a reported chargeback or reversed payment with the acquiring bank, you explicitly agree to accept any such reported reversed payments, penalties or other fees and expenses reported by GroupCollect provided that GroupCollect notifies the Merchant of any such amount.

Your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. In such circumstances, GroupCollect reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

5.3 HOLDBACKS, ROLLING RESERVES, AND EXCESSIVE CHARGEBACKS

“Holdbacks” are sums that GroupCollect may in its sole discretion without prior notice hold in reserve against Merchant’s account during exposure or potential exposure to high frequency of refunds or Chargebacks or following significant variations in monthly sales volume, so as to ensure there are sufficient funds held in Merchant’s account to meet potential Refund and Chargeback requests. Should GroupCollect be subject to, or have reasonable cause to believe that it may be exposed to any negative Merchant account balance, or any claims, fines, penalties, non-compliance charges or additional fees levied by any Acquirer, Card Association or legal authority due to Merchant’s acts or omissions, or as a result of default, breach or termination of this Agreement, fraud, money laundering, illegal, unauthorized or improper actions of Merchant and/or Merchant’s customers, GroupCollect may in its sole discretion and without prior notice holdback in reserve additional sums for such period as it deems necessary to secure and make whole its financial position.

“Rolling Reserve” – GroupCollect may in its sole discretion set a six-month Rolling Reserve from each payment due to Merchant to meet potential Refunds and Chargeback requests. Such reserve may be increased in period and amount where GroupCollect determines there to be a significant risk of exposure, or in order to be at a level and coterminous with such reserve period set by Acquirers used to process Merchant’s transactions through GroupCollect. A Rolling Reserve may also be imposed for any business category deemed by GroupCollect or any relevant Acquirer to be of a high than usual risk, such as travel and events.

Should there be insufficient funds in Merchant’s account at any time to provide any required Holdback or Rolling Reserve, GroupCollect shall be entitled to issue a written demand for the required funds. If within 48 hours, Merchant fails to provide such funds or provide GroupCollect with a form of guarantee for payment that is acceptable to GroupCollect, then GroupCollect may immediately suspend Merchant’s account or terminate this agreement.

GroupCollect may place Merchant into GroupCollect’s Excessive Chargeback Management Program or under a Card Association’s excessive chargeback requirements program if in GroupCollect’s or Acquirer’s sole discretion there is undue commercial risk or excessive volume of Chargebacks. Merchant shall be liable in respect of all charges relating to such programs and for any fees, assessments, penalties or fines levied by the Acquirer or Card Association in relation to said excessive chargebacks.

5.4 RIGHT OF SET OFF, DEBIT, AND INVOICE

GroupCollect shall be entitled to issue an invoice for any shortfall of funds in the Merchant’s account. GroupCollect may issue and invoice for and recover from Merchant or setoff against current or future amounts due GroupCollect under this Agreement, payments that are charged back or disputed by Customers, and also in respect of any fines, penalties, non-compliance charges and/or fees imposed on GroupCollect by any relevant authority or Acquirer due to Merchant’s act, default or omission, including sums chargeable in relation to any GroupCollect or Card Association Excessive Chargeback Management Program.

Notwithstanding whether an invoice has been issued or not, if the amount of Merchant’s funds held by GroupCollect is insufficient to meet Merchant’s obligations or cover GroupCollect’s financial exposure regarding the Merchant’s account, to the extent permitted by law, GroupCollect may obtain collection of all sums due from Merchant to GroupCollect including sums required by way of refunds, Chargebacks, Holdbacks or Rolling Reserves by debiting such sums directly from any bank accounts used or registered by Merchant for payment from GroupCollect (“Bank Accounts”). Merchant grants to GroupCollect Recovery Authorizations concerning funds Merchant is obligated to repay GroupCollect. Additionally, Merchant hereby authorizes GroupCollect to administratively freeze or direct any third-party bank holding the account to freeze all such accounts to allow GroupCollect to protect our security interest, collection, charge and setoff rights as provided for in this section. Merchant’s failure to discharge such amounts on demand shall be a material breach of this Agreement and Merchant will be liable for GroupCollect’s costs of collection in addition to the sum owed including without limitation, attorneys’ fees, expenses, costs of any arbitration process or court fees, interest, and collection charges.

5.5 HELD FUNDS

Should GroupCollect hold funds that are due to Merchant under this Agreement that it is unable to deliver because Merchant has not provided its current contact information or Merchant's account has become inactive or dormant but not terminated, it is agreed that GroupCollect may assess account maintenance, inactivity or dormant account fees as applicable until any balance is eliminated or Merchant makes contact to obtain the balance remaining at the time of contact less any applicable deductions, all subject ultimately to requirements of law.

5.6 TAX

When required under applicable law as applies to the business relationship hereunder, GroupCollect shall charge, collect and pay taxes to the appropriate authorities; otherwise the Merchant shall have sole responsibility and liability to collect and remit taxes. To the extent that Merchant is required under applicable law to charge, collect and pay taxes, said taxes shall be paid by Merchant directly to the appropriate authorities.

5.7 INTEREST

GroupCollect may charge interest at the rate of 1.5% per month or at the highest amount permitted by applicable law on any negative balance on the Merchant’s account. Such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due.

This is a subscription agreement for access to and use of the Services. You acknowledge that you are obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to You under this Agreement. You agree that GroupCollect or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "GroupCollect Technology"). Except as expressly set forth in this Agreement, no rights in any GroupCollect Technology are granted to You. Further, You acknowledge that the Services are offered as an on-line, hosted solution, and that You have no right to obtain a copy of any of the Services, except as provided by GroupCollect.

7.1 CONFIDENTIAL INFORMATION OF GROUPCOLLECT

Merchant acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation, or other entity, other than Your employees with a need to know such Confidential Information to perform employment responsibilities consistent with Your rights under this Agreement. You shall safeguard and protect the Confidential Information from theft, piracy, or unauthorized access in a manner at least consistent with the protections You use to protect Your own most confidential information. You shall inform your employees of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by GroupCollect, to prevent any unauthorized disclosure, copying or use of the Confidential Information. You acknowledge and agree that in the event of Your breach of this Agreement, GroupCollect will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, GroupCollect shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy GroupCollect may have.

If Merchant is compelled by law to disclose GroupCollect’s Confidential Information it may do so; provided that it provides GroupCollect with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Merchant’s cost, if GroupCollect wishes to contest the disclosure.

Upon termination or expiration of this Agreement, Merchant shall return all copies of GroupCollect’s confidential information (with the exception of 1 archival copy for the purpose of compliance with these obligations) or remove same from all media and destroy same.

The obligations under this section shall continue until such time as the Information is no longer Confidential.

7.2 CUSTOMER DATA

(A) Rights to Customer Data. As between the parties, You will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to GroupCollect. Subject to the terms of this Agreement, You hereby grant to GroupCollect a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to You. GroupCollect’s use of Customer Data is described more fully in the Privacy Policy.

(B) Storage of Customer Data. GroupCollect does not provide an archiving service. GroupCollect agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Your applicable Subscription Term. GroupCollect expressly disclaims all other obligations with respect to storage.

(C) Customer Obligations. (a) In General. You are solely responsible for the accuracy, content and legality of all Customer Data. You represent and warrant to GroupCollect that You have all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting GroupCollect the rights in Section 7.2(A) (Rights to Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws (including but not limited to GDPR), or (iii) any terms of service, privacy policies or other agreements governing Your accounts with any Third-Party Platforms. You further represent and warrant that all Customer Data complies with the GDPR. You will be fully responsible for any Customer Data submitted to the Services by any person as if it was submitted by You. b) No Sensitive Personal Information. You specifically agree not to use the Services to collect, store, process or transmit any Sensitive Personal Information, other than that information necessary to use the Services. Customer acknowledges that GroupCollect is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant. GroupCollect will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.

(D) Security. GroupCollect agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, GroupCollect will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond GroupCollect’s control.

7.3 UNAUTHORIZED DISCLOSURE You shall notify GroupCollect immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by You, and shall fully cooperate with GroupCollect to help GroupCollect regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.

8.1 OPERATION

GroupCollect warrants to and for the benefit of You only that, for a period of ninety (90) days after commercial sale to You (the "Services Warranty Period"), the Services will operate substantially in accordance with the specifications published by GroupCollect for such Services. If it is determined the Services do not operate substantially in accordance with the specifications published by GroupCollect for such Services, then at GroupCollect’s sole discretion, (a) such Services will be modified or replaced so that it does operate substantially in accordance with such specifications and returned to You freight prepaid, or, at GroupCollect’s election, (b) the amount paid by You to GroupCollect for the Services which fails to so operate in accordance such specifications will be refunded to You and thereupon the license to use such Services shall terminate. GroupCollect shall have no warranty obligations whatsoever with respect to any Services which has been modified in any manner from the form in which it was delivered by GroupCollect.

8.2 DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1 GROUPCOLLECT MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND GROUPCOLLECT SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

9.1 INDEMNIFICATION BY GROUPCOLLECT

GroupCollect hereby indemnifies You against any claims that the Services, furnished and used within the scope of the Agreement, infringes any United States registered copyright or patent, provided that: (1) GroupCollect is given prompt notice of the claim; (2) GroupCollect is given immediate and complete control over the defense and/or settlement; (3) You does not prejudice in any manner GroupCollect’s conduct of such claim; and (4) the alleged infringement is not based upon the use of the Services in a manner prohibited under the Agreement, in a manner for which the Services was not designed , or in a manner not in accordance with the specifications.

9.2 INDEMNIFICATION BY YOU

You hereby indemnify and hold harmless GroupCollect against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon the breach of any Customer Data. The Merchant shall indemnify and hold GroupCollect harmless against all expenses, costs, damages, interests incurred by GroupCollect based on the Sale or Agreement, misuse of credit cards, account information, or the Service.

9.3 ALTERED VERSION

GroupCollect shall have no liability for any claim of infringement based on (a) the use of superseded or altered version of the Services in infringement would have been avoided by the use of a current or unaltered version of the Services which GroupCollect made available to You; or (b) the combination, operation, or use of the Services with Services or hardware, or other materials not furnished by the GroupCollect.

10.1 LIMITATION

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THE AGREEMENT.

GROUPCOLLECT DOES NOT ASSUME ANY LIABILITY FOR MERCHANT’S FAILURE TO PERFORM INACCORDANCE WITH THIS AGREEMENT OR ANY RESULTS CAUSED BY MERCHANT’S ACTS,OMISSIONS OR NEGLIGENCE, OR A SUBCONTRACTOR OR AN AGENT OF MERCHANT OR AN EMPLOYEE OF MERCHANT OR ANY OF MERCHANT’S AGENTS OR SUBCONTRACTORS, NOR SHALL GROUPCOLLECT HAVE ANY LIABILITY FOR CLAIMS OF THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF THIRD PARTIES ARISING OUT OF OR RESULTING FROM, OR INCONNECTION WITH, MERCHANT’S PRODUCTS (EXCEPT AS MAY ARISE THROUGH GROUPCOLLECT ACTING AS MERCHANT OF RECORD), MESSAGES, PROGRAMS, CALLER CONTRACTS, PROMOTIONS, ADVERTISING, INFRINGEMENT, OR ANY CLAIM FOR LIBEL OR SLANDER OR FOR MERCHANT’S VIOLATION OF COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS.

10.2 FORCE MAJEURE

Neither party shall be under any liability for any loss of for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, governmental actions, fire, work stoppages, shortages, war, terrorism, civil disturbances, transportation problems, interruptions of power or communications, Internet service provider or hosting facility failures or delays involving third party hardware or software systems, denial of service attacks, malware intrusion, hacking attacks, acts of third parties outside of GroupCollect’s control, natural disasters, pandemic, quarantine, or significant changes in the ability of GroupCollect to offer the Services in terms of the scope and/or price set out herein as a result of changes in law, or in policy of Card Associations and/or Acquirers, and/or governmental authorities, or any other similar cause beyond the parties reasonable control.

For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

11.1 TERM

Unless otherwise terminated pursuant to this section, this Agreement shall continue until terminated by one party serving upon the other advance written notice of 60 days notice of such party's intention to terminate this Agreement. Such notice shall be in writing and sent via certified mail to the address of the Party in the Agreement.

11.2 TERMINATION

GroupCollect may, in its sole and absolute discretion, at any time and for no reason, suspend or terminate the rights afforded to You hereunder, with or without prior notice. Furthermore, if You fail to comply with any of the terms or the Agreement, then any rights afforded to You hereunder shall terminate automatically, without any notice or other action by GroupCollect. Upon termination, You shall cease all use of the Services and uninstall the Services.

You may terminate the Agreement without prejudice to any other remedy You may have, in the event of a material breach of the Agreement which is not remedied within 15 days. Termination shall not relieve Your obligation to pay all amounts which are due and payable or which You have agreed to pay.

Upon termination of this Agreement, You shall cease using the Services and promptly delete the service and return all copies of the Services, and all other Confidential Information in Your possession or control. You shall delete all copies of the Services and all other Confidential Information residing in- on- or off- line computer memory, and destroy all copies of said material.

The Merchant agrees to enter into agreements with third parties enabling GroupCollect to provide the Services and the System for the Merchant. The Merchant shall bear the costs associated with procuring and maintaining such third-party agreements. The Merchant acknowledges and agrees that GroupCollect does not have the authority to negotiate, facilitate or allow changes to these agreements.

Payment processing services for GroupCollect are provided by Stripe, Inc. ("Stripe") and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these terms or continuing to use GroupCollect’s service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of GroupCollect enabling payment processing services through Stripe, you agree to provide GroupCollect accurate and complete information about you and your business, and you authorize GroupCollect to share it and transaction information related to your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third-party processing fees apply in addition to any service fee. GroupCollect is not responsible for the performance of any third-party credit card processing or third party payment services. You expressly understand and agree that the GroupCollect shall not be liable for any payments and monetary transactions that occur through Your use of the Service.

This agreement incorporates GroupCollect’s Privacy Policy can be found on our website https://groupcollect.com/privacy.

If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

Subject to the limitation on the transferability of this License contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

Any dispute, controversy or claim arising out of or relating in any way to the Agreement including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of the agreement including these terms, shall be exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be three. The place of arbitration shall be Florida. Florida law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after one year from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.

It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty days from the date the arbitrators are appointed. The arbitrators may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.

The Parties shall not be entitled to discovery in the arbitration except that any Party shall be entitled to request no more than 500 pages of documents and to take two depositions not to exceed eight hours for each such deposition. Any Party shall be entitled to depose any expert who will testify in the arbitration proceeding but shall pay the regular hourly rate of such expert during such deposition.

The Parties shall exchange a copy of all exhibits for the arbitration hearing and shall identify each witness who will testify at the arbitration, with a summary of the anticipated testimony of such witness ten days before the arbitration hearing.

The arbitrators shall have no authority to award punitive/consequential/special/indirect damages. The arbitrators shall be entitled to issue injunctive and other equitable relief.

The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne by the unsuccessful party, as determined by the arbitrators, and shall be awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction. This Section shall survive the termination or cancellation of this Agreement.

This Agreement shall be governed by and construed under the laws of the State of Florida (without regard to conflict of laws principles), all rights and remedies being governed by said laws. GroupCollect and Merchant hereby submit to the exclusive jurisdiction of state and federal courts located in Florida.

In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

Sections 7 ,8, 9, and 10 shall survive the termination of this Agreement for any reason.

This Agreement comprises the agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings, and all other agreements, oral and written between the parties relating to the Agreement.

By creating an account on GroupCollect (hereafter referred to as the “Company"), you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By creating an account, you consent to be legally bound by this Agreement's terms and conditions. You further agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide the Company, or in accessing or making any transaction regarding any agreement, acknowledgment, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as "E-Signature"), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and the Company. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature in obtaining an account with the Company constitutes your agreement to be bound by the terms and conditions of the Company’s Terms of Service and Privacy Policy as they exist on the date of your E-Signature.

You specifically agree to receive and/or obtain "Electronic Communications” from the Company. The term "Electronic Communications" includes, but is not limited to, any and all current and future notices and/or disclosures that various federal and/or state laws or regulations require that we provide to you, as well as such other documents, statements, data, records and any other communications regarding your relationship to the Company. You acknowledge that, for your records, you are able to retain the Company’s Electronic Communications by printing and/or downloading and saving this Agreement and any other agreements and Electronic Communications, documents, or records that you agree to using your E-Signature. You accept Electronic Communications provided via your account with the Company as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep.

You may request a paper version of an Electronic Communication. You acknowledge that the Company reserves the right to charge you a reasonable fee for the production and mailing of paper versions of Electronic Communications. To request a paper copy of an Electronic Communication contact us at help@groupcollect.com.

You have the right to withdraw your consent to receive/obtain communications via your account with the Company at any time. You acknowledge that the Company reserves the right to restrict or terminate your access to your account with the Company if you withdraw your consent to receive Electronic Communications. If you wish to withdraw your consent, contact us at help@groupcollect.com.

Valid and current email address, notification and updates Your current valid email address is required in order for you to obtain Electronic Communications from the Company. You agree to keep the Company informed of any changes in your email address. You may modify your email address by logging into your account on the Company’s website. The Company may notify you through email when an Electronic Communication or updated agreement pertaining to your account is available. Hardware, software and operating system

You are responsible for installation, maintenance, and operation of your computer, browser and software. The Company is not responsible for errors or failures from any malfunction of your computer, browser or software. The Company is also not responsible for computer viruses or related problems associated with use of an online system.

We require, at minimum, a functioning modern web browser that was released in the past two years (such as a recent version of Microsoft Edge, Google Chrome, Mozilla Firefox, or Safari) running on an up-to-date operating system (such as Windows 10, OS X Mojave, etc). Unsupported browsers may not receive full functionality of the product.

For example, we support Apple's Safari browser on macOS Mojave or High Sierra (both updated within the past two years), but not Internet Explorer on Windows 8, as Internet Explorer is no longer supported or being updated by Microsoft.

This Agreement supplements and modifies other agreements that you may have with the Company. To the extent that this Agreement and another agreement contain conflicting provisions, the provisions in this agreement will control (with the exception of provisions in another agreement for an electronic service which provisions specify the necessary hardware, software and operating system, in which such other provision controls). All other obligations of the parties remain subject to the terms and conditions of any other agreement.

It is recommended that you print a copy of this Agreement for future reference.