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Website and Tools Terms of Use

Last Updated April 28, 2020

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

This Website and Tools Terms of Use agreement (the “Agreement”) governs the terms and conditions around Your use of any YapStone websites (the “Sites”), Your use of, or access to, YapStone’s developer portal (including the one located at https://docs.yapstone.com) (the “Developer Portal”), and Your use of 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 the YapStone Developer Tools (the “Effective Date”).

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

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

1. YapStone Services.

YapStone provides online electronic payment processing services to merchants (the “YapStone Services”). The YapStone 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, Inc. privacy policy (available at: https://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 Limited 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 personnel operating outside the U.S., 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 personnel maybe engaged in, among other things, fulfilling Your transaction, processing Your payment details, improving our YapStone Online Resources or the YapStone Services, providing technical support, conducting fraud review, or providing other support services.

3. Consent and Electronic Communications

When and if You access any of the YapStone Online Resources, 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 YapStone Online Resources. 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 YapStone Online Resources and related designs (including text, content, photographs, video, audio, interfaces, graphics, and the selection and the arrangement thereof), and all intellectual property rights therein are and will at all times remain the sole and exclusive property of YapStone and are protected by applicable U.S. and international intellectual property laws and treaties. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the YapStone Online Resources (“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 made available on or through the YapStone Online Resources, including reproduction, modification, distribution, or republication, without YapStone’s prior written permission, is prohibited.

You are granted a nonexclusive and nontransferable license to electronically access and use the YapStone Online Resources 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 YapStone Online Resources, 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 YapStone Online Resources. 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 You and YapStone on the YapStone Online Resources 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 YapStone Services. We provide more details on the 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 YapStone Online Resources (such personal account, “Account”), which allows us to remember You and 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, the “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 for 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 YapStone Online Resources for any purpose, other than as expressly and unambiguously authorized under this Agreement, without YapStone’s prior written consent. You may not (i) 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 intellectual property rights); (ii) submit or link to any content that violates anyone’s privacy or publicity rights; (iii) use the YapStone Online Resources to build a product or service that is competitive with YapStone or the YapStone Services, or engage in any practices that discriminate against or discourage the use of the YapStone Services; (iv) use the YapStone Online Resources 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; (v) use the YapStone Online Resources or YapStone Services for any illegal purpose; (vi) 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 YapStone Online Resources or the YapStone Services; (vii) use the YapStone Online Resources or the YapStone Services on behalf of any third party; (viii) use any robot, spider, or other automatic device to create accounts for use of the YapStone Developer Tools; or (ix) 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 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 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, a government agency, regulatory requirement, or similar disclosure requirement, You will immediately notify YapStone and You will use reasonable efforts to obtain confidential treatment or a protection order of any disclosed Confidential Information. Your obligations hereunder will 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 will have no liability whatsoever for any use You make of the YapStone Online Resources. 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 YapStone Online Resources or Your breach of this Agreement.

11. No Warranty and Limitation of Liability

THE YAPSTONE ONLINE RESOURCES, AND ALL CONTENT, SOFTWARE, MATERIALS AND OTHER INFORMATION PROVIDED BY YAPSTONE OR OTHERWISE ACCESSIBLE TO YOU IN CONNECTION WITH THIS AGREEMENT OR THE 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 YAPSTONE 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 YAPSTONE SERVICES OR THE YAPSTONE ONLINE RESOURCES. 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: (I) 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 YAPSTONE ONLINE RESOURCES OR THE 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 (II) ANY DAMAGES RELATING TO THE YAPSTONE ONLINE RESOURCES OR THE YAPSTONE SERVICES, OR YOUR USE THEREOF. YOU AGREE THAT IN NO EVENT WILL YAPSTONE’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED FIFTY U.S. DOLLARS ($50).

12. Jurisdiction and Governing Law

This Agreement will 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 YapStone Online Resources.

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 YapStone Online Resources, 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 YapStone Online Resources, (ii) You will not use the YapStone Online Resources 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 YapStone Online Resources, or their underlying technology may not be downloaded to or exported or re-exported: (i) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, or any other country subject to U.S. or European Union embargo; (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; (iii) to any prohibited person, group, or entity subject to European Union financial sanctions; and (iv) to any prohibited country, person, end-user, or entity specified by U.S. Export Laws or any other applicable law. When using the YapStone Online Resources, 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 will continue until terminated by either party. Any termination of this Agreement will also terminate the license(s) granted hereunder. Upon termination of this Agreement for any reason, You will destroy and remove from all computers, hard drives, networks and other storage media all copies of documentation relating to the YapStone Developer Tools, and will so certify to YapStone upon request that such actions have occurred. Sections 2-5; 7; 9-13; and 16-17 will survive termination of this Agreement.

17. Notices

All notices and other communications under this Agreement must be in writing. Notices to You will be delivered to the email address provided to YapStone or by posting on or update to a Site or the 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 will 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.

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