WEBSITE TERMS OF USE

Last Updated February 20th, 2018

Thank you (“You”) for visiting a website owned by Yapstone Holdings, Inc. or one of its subsidiaries: YapStone, Inc. and Yapstone International Limited (collectively, “YapStone” “we”, “us” and “our”). YapStone, Inc. operates RentPayment, VacationRentPayment, StorageRentPayment, InnPayment, DuesPayment; and, Yapstone International Limited HolidayRentPayment.

This Website Terms of Use (the “Agreement”) governs the terms and condition around Your use of any of YapStone websites (the “Sites”), and Your use or access of YapStone’s developer portal (including the one located at https://developer.yapstone.com) (the “Developer Portal”) and related application programming interfaces (“API”), sandbox environments, digital certificates, tools, materials and documentation made available by YapStone (collectively, including all updates and other modifications thereto, the “YapStone Developer Tools”). The terms of this Agreement are effective as of the date that You register, access, or use any of the Sites, the Developer Portal, or YapStone Developer Tools (collectively, “Website and/or Tools”) (the “Effective Date”).

Before registering, accessing, or using any of the Website or Tools, please read on. By registering, accessing, or using the Website or Tools, You accept the terms and conditions outlined in this Agreement. If You do not agree to the Agreement, You may not access the Website or Tools. If You use the Services (as defined below) on behalf of a business, You represent and warrant that You can enter into this Agreement with YapStone on behalf of that business, that You accept the terms and conditions contained herein on behalf of that business, and that You have received a copy of the Agreement.

In addition to this Agreement concerning the use and access of the Website or Tools, further terms and conditions may apply to Your use of the Website or Tools and YapStone Services (“Customer Agreement”). To the extent any of the terms of the Agreement are inconsistent with Customer Agreement, the Customer Agreement will control.

1. YapStone Services.

YapStone provides online electronic payment processing services to merchants (the “Services”). The Services are provided in accordance with the Customer Agreement entered into by the merchants and YapStone.

2. Privacy Policy

You agree to the terms of the YapStone privacy policy (available at: www.yapstone.com/privacy-policy/) as it may be updated by YapStone from time to time.

If You are a Data Subject, as defined by the Regulation (EU) 2016/679 (GDPR), You agree to the terms of the YapStone international privacy policy (available at: https://www.yapstone.com/privacy-policy-international/en/) as it may be updated by YapStone from time to time.

You agree and acknowledge that Your data may be processed by staff operating outside the US, EEA and Switzerland who work for Us or one of Our partners, merchants or affiliated companies, or one of our third-party suppliers, or third-party service providers. Such staff maybe engaged in, among other things, the fulfilment of your transaction, the processing of your payment details, improving our Website or Tools and services, technical support, fraud review, and the provision of other support services.

3. Consent and Electronic Communications

When and if You access any of the Website or Tools, or send any emails to YapStone, You are electronically communicating with Us. Such action constitutes consent to the receipt of YapStone’s electronic communications. We may e-­‐mail You back or post notices on the Website or Tools. Such action also confirms that all communications We provide to You electronically do satisfy legal requirements that such communications be in writing, if applicable.

4. Intellectual Property and Proprietary Rights & License Grant

As between you and YapStone, the Website and tools and related design (including but not limited to text, content, photographs, video, audio, interfaces, graphics, and the selection and the arrangement thereof), and all intellectual property rights therein are and shall at all times remain the sole and exclusive property of YapStone and are protected by applicable US and international intellectual property laws and treaties. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website and Tools (“Submissions”), provided by you to YapStone are voluntary, non-confidential, and YapStone will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Any use of the materials on the Website or Tools, other than as permitted by agreement (including reproduction, modification, distribution, or republication), without prior written permission of YapStone, is prohibited.

You are granted a nonexclusive and nontransferable license to electronically access and use the Website and Tools only in the manner described in this Agreement. YapStone does not sell to you, and you do not have the right to sublicense any YapStone intellectual property. You agree and acknowledge that YapStone has the right to change the content or technical specifications of any aspect of the Website and Tools, including the availability of any API, at any time, in YapStone’s sole discretion. YapStone may release subsequent versions of APIs, and You may be required to use those subsequent versions. You further agree that any such change may result in You being unable to access the Website and Tools. YapStone may revoke or terminate this license at any time, without liability.

5. Trademarks 

This Agreement does not include any right for you to use any trademark, service mark, trade name or any other mark of YapStone or any other party or licensor. You agree that YapStone may list your name and/or your application (including by displaying any trademarks related thereto) and identify the business relationship between the You and YapStone on YapStone’s Website and Tools and in other marketing and advertising collateral. No rights or licenses are granted except as expressly set forth herein.

6. Account, Password, and Security

We may make secret API keys for live and test transactions available to you through the Developer Portal. Secret keys permit API calls to your YapStone processing account. You are responsible for securing your secret keys – do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your YapStone processing account and potential losses to you or your customers. You should contact Us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We provide more details on proper use of secret API keys in our documentation.

You may be asked to create an account with YapStone or be given credentials to an account for You to access the Website or Tools (such personal account, “Account”), which allows us to remember You, store certain identifying information (such as a password or Your email address). You are solely responsible for maintaining the confidentiality of Your password, restricting access to Your Account, and are fully responsible for all activities occurring on Your Account. You agree to notify YapStone immediately if You notice unauthorized use of Your password, unauthorized access to Your Account, unauthorized access to Your information, or any other breach of security. You agree that YapStone is not liable for any damages or loss arising from Your failure to comply with this section. Either You or YapStone may close and/or suspend access to Your Account at any time. You may close Your Account by sending an e-mail to customerservice@yapstone.com.

7. Sandbox Environment; Data

In order to test the YapStone Services and technology, YapStone may provide you with a  sandbox environment provided as part of the YapStone Developer Tools (such sandbox environment, “Sandbox”). If you access the Sandbox with Your personal Account provided by YapStone, Your use of the Sandbox and any data or information You input into the Sandbox will be available only to users that access the Developer Portal with Your personal Account. Important: YapStone may provide a public account for any user of the Developer Portal to access the Sandbox. If you access the Sandbox with such public account, Your use of the Sandbox, and any data or information that You input into the Sandbox, will be available to all users that access the Developer Portal.

In any case, You may only use anonymous, non-live data and You may not enter any confidential, sensitive,  personally identifiable information, or Personal Data (as defined by the General Data Protection Regulation (Regulation (EU) 2016/679)) into the Sandbox. Data and other information provided to or made available in the Sandbox is not encrypted. YapStone will have no responsibility or liability for any information You enter into the Sandbox, or otherwise from your use of the Sandbox. You are fully responsible for the security of any data or information you provide in connection with the Developer Portal, and You must comply with all applicable laws and rules in connection with Your provision and use of such data and information.

8. Restrictions and Obligations

You may not use the Website or Tools for any purpose other than as expressly set forth herein without YapStone’s prior written consent, including without limitation to access YapStone user data or information without authorization or in any manner or for any purpose that violates any law or regulation or any right of any person (including but not limited to intellectual property rights or rights of privacy). You may not submit or link to any content that violates anyone’s privacy or publicity rights. You may not use the Website or Tools to build a product or service that is competitive with YapStone, the YapStone Services, or engage in any practices that discriminate against or discourage the use of YapStone Services. In addition, you shall not use the Website or Tools in connection with or to promote any applications or other products, services, or materials that constitute, promote or are used for the purpose of dealing in: spyware, adware, or other malicious programs or code; counterfeit goods; items subject to U.S. embargo; unsolicited mass distribution of email; multi-level marketing proposals; hate materials; hacking/surveillance/interception/descrambling equipment; libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content; prostitution; gambling; stolen products or items used for theft; fireworks, explosives, or hazardous materials; or weapons. Without limiting the foregoing, you shall not use the Website or Tools or YapStone Services for any illegal purpose. Except as expressly and unambiguously authorized under this Agreement, you may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent such restrictions are expressly prohibited by applicable statutory law), modify or alter any part of the Website or Tools or YapStone Services, or (ii) otherwise use the Website or Tools or YapStone Services on behalf of any third party.   You may not use any robot, spider, or other automatic device to create accounts for use of the YapStone Developer Tools and you will not take any action that imposes an unreasonable or disproportionately large load on YapStone’s infrastructure.

9. Confidentiality

“Confidential Information” means all information related to the Developer Portal, including but not limited to the following: (i) any information you receive or enter via the Developer Portal (including the sandbox environment), (ii) the YapStone Developer Tools and all related information and materials, including without limitation API credentials and all access IDs and passwords, (iii) all information disclosed in writing and marked “confidential”, proprietary,” or with a substantially similar marking, (iv) all information disclosed orally and identified as confidential at the time of the disclosure, and (v) any other information that by its nature you understand or would reasonably be expected to understand to be YapStone’s confidential information. You must maintain YapStone’s Confidential Information in confidence and must not disclose it to third parties or use it for any purpose other than as necessary and required to develop your application as permitted herein. In the event that Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you shall immediately notify YapStone and use reasonable efforts to obtain confidential treatment or a protection order of any disclosed Confidential Information. Your obligations hereunder shall survive the termination of this Agreement. You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that YapStone will be entitled (without waiving any other rights or remedies) to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.

10. Indemnification

You agree that YapStone shall have no liability whatsoever for any use you make of the Sites, Developer Portal, or YapStone Developer Tools. You agree to indemnify and hold harmless YapStone from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from Your use of the Sites, Developer Portal, or YapStone Developer Tools, or your breach of this Agreement.

11. No Warranty and Limitation of Liability

THE SITES, DEVELOPER PORTAL, YAPSTONE DEVELOPER TOOLS, AND ALL CONTENT, SOFTWARE, MATERIALS AND OTHER INFORMATION PROVIDED BY YAPSTONE OR OTHERWISE ACCESSIBLE TO YOU IN CONNECTION WITH THIS AGREEMENT OR YAPSTONE SERVICES, ARE PROVIDED “AS IS” AND YAPSTONE, AND THEIR RESPECTIVE AFFILIATES AND SUPPLIERS MAKE NO WARRANTY OF ANY KIND (AND DISCLAIM ALL WARRANTIES OF ANY KIND) WITH RESPECT TO THE FOREGOING, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.  WITHOUT LIMITING THE FOREGOING, YAPSTONE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YAPSTONE MAKES NO WARRANTY REGARDING THE QUALITY OF THE SERVICES, SITES, DEVELOPER PORTAL, OR YAPSTONE DEVELOPER TOOLS. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL YAPSTONE OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SITES, DEVELOPER PORTAL, YAPSTONE DEVELOPER TOOLS, OR YAPSTONE SERVICES, EVEN IF YAPSTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, OR (B) ANY DAMAGES RELATING TO THE SITES, DEVELOPER PORTAL, YAPSTONE DEVELOPER TOOLS, OR YAPSTONE SERVICES, OR YOUR USE THEREOF.  YOU AGREE THAT IN NO EVENT WILL YAPSTONE’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED FIFTY US DOLLARS ($50).

12. Jurisdiction and Governing Law

This Agreement shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Contra Costa County, California, USA in all disputes arising out of or related to the use of the Site, Developer Portal, or YapStone Developer Tools.

13. Entirety and Severability

This Agreement contains the entire understanding between You and YapStone with respect to its subject matter, superseding all prior and contemporaneous representations, understandings, and any other oral or written agreements between the parties with respect to such subject matter. If any provision of this Agreement, or the application thereof, is found invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will remain in full force.

14. Consent Representations and Warranties

By using or accessing the Website or Tools, You represent and warrant that You have read, acknowledge, and agree to be bound by this Agreement. You further represent and warrant that: (i) You will comply with all applicable law regarding the transmission of any data obtained from the Sites, Developer Portal, or YapStone Developer Tools, (ii) You will not use the Sites, Developer Portal, or YapStone Developer Tools for illegal purposes, and (iii) You will not interfere or disrupt networks connected to the Sites.

15. Prohibited Countries Policy and Foreign Trade Regulation

The Website or Tools, or their underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, or any other country subject to United States or European Union embargo; (b) to anyone on the US Treasury Department’s list of Specially Designated Nationals or on the US Commerce Department’s Denied Party or Entity List; (c) to any prohibited person, group, or entity subject to European Union financial sanctions; and (d) to any prohibited country, person, end-user, or entity specified by US Export Laws or any other applicable law. When using the Website or Tools, You are responsible for complying with trade regulations and both foreign and domestic laws.

16. Term and Termination

This Agreement will commence on the Effective Date and shall continue until terminated by either party. Any termination of this Agreement shall also terminate the license(s) granted hereunder. Upon termination of this Agreement for any reason, You shall destroy and remove from all computers, hard drives, networks and other storage media all copies of documentation relating to the YapStone Developer Tools, and shall so certify to YapStone upon request that such actions have occurred. Sections 2-5; 7; 9-13; and 16-17 shall survive termination of this Agreement.

17. Notices

All notices and other communications under this Agreement must be in writing and may be made by means of email or a posting on, or update to a YapStone Site or Developer Portal (if pertaining to the Developer Portal or YapStone Developer Tools). Notices to You will be delivered to the email address provided to YapStone or by posting on or update to a YapStone Site or Developer Portal (if pertaining to the Developer Portal or YapStone Developer Tools). Notices to YapStone can be made via email at legal@YapStone.com or via certified mail or overnight courier to: YapStone, 2121 N. California Blvd., Suite 400, Walnut Creek, CA 94596.

18. Binding Upon Successors and Permitted Assigns

This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. You may not assign this Agreement or any rights, obligations, or privileges under this Agreement without YapStone’s prior written consent. YapStone may assign its rights and obligations under this Agreement at any time without notice to You.