Priceposts Merchant Agreement:

Priceposts Marketplace:

(1) Priceposts has been developed to simplify the process of booking appointments with small business easy and streamlined. It allows Merchants to present their services, communicate with users and consumers, and use different features to increase revenue. End Users and Consumers can review, book appointments and message through Priceposts Website or Priceposts App on AppStore.

(2) When a Consumer books a service on Priceposts, details of the Merchant Services will be sent to the Consumer and Merchant by Priceposts. The Consumer may then use the Services provided by the Merchant.

(3) Merchant is considered the seller of the Merchant Services described in the Order, while Priceposts is solely responsible for promoting these Merchant Services.

Merchant Responsibility:

(a) Information Transfer. Merchant agrees to provide all information as may be reasonably required by Priceposts in connection with transactions conducted on Priceposts Marketplace. Priceposts has the right to suspend or terminate any Merchant’s account if the Merchant fails to provide the required information and materials.

(b) Orders. Merchant shall honour all Orders that are scheduled using Priceposts. Merchant must honour the terms of the Order, including any listed Appointment Time.

(c) Expiration. Merchant is solely responsible for supplying all Merchant Services specified in the Order. Merchant is responsible for accurately listing any applicable Expiration Date for each Order. If Merchant omits an Expiration Date for the Order, Merchant shall accept the Order at any time. Additionally, Merchant shall honor Orders beyond their stated expiration dates as may be required under applicable law.

(d) Transaction Terms. Merchants are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of using Priceposts Marketplace, including, without limitation, terms regarding payment, cancellations, fees, and taxes.

(e) Service Fulfillment. If a Consumer only receives Merchant Services that are less than the value of the amount paid for the Order, Merchant shall issue a credit note and process a refund in the amount equal to the difference between the value of the service and the payment. Merchant may not impose any extra or additional fees or charges that contradict or otherwise limit the terms of any Order.

Priceposts responsibility

(a) Promotion and Publication of Merchant Services. Priceposts shall promote Merchant Services in accordance with this Agreement and subject to the "Terms of Use" and the restrictions set forth therein. In order to maximize the exposure of your business online and the number of appointments scheduled through Priceposts Marketplace, Priceposts may, at its sole discretion, enter into agreements with third party websites and businesses, optimize any current or future listings for your business to take advantage of search engine marketing, lead generation or social networking opportunities, and perform any other actions Priceposts deems appropriate to increase traffic and use of Merchant Services. Priceposts may promote Merchant's business and Services through a variety of online and offline channels, including: advertising, promotion mediums, social media accounts, search engines, Google, Google AdWords, keyword advertising, Facebook Ads, Twitter, email distribution lists, Priceposts homepage, email newsletters, featured Merchant Offerings of the day, third-party marketplaces, business partner websites or mobile applications, or through Priceposts’s affiliates and their networks. Such promotional efforts may include Merchant name, scheduling information, menu, service descriptions, pricing, and other data relating to the Merchant’s business. In addition, from time-to-time, Priceposts may provide Consumers with additional information on Merchants and the services or products they offer.

(b) Third Party and Affiliate Websites and Applications. Priceposts may publish or promote any information acquired under this Agreement, including calendar availability, business information, service descriptions and prices, on any third-party websites or mobile applications. Priceposts may also make it possible to book and/or pay for Merchant Services through an embedded widget or Application Program Interface (API) on third-party websites or mobile applications. Priceposts is not obligated to promote all Merchant Services using these third party and affiliate websites and mobile applications.

(c) Profile Updating. Priceposts may add, edit, rephrase, or update information, including services, variations of services, pricing updates, staff member names, photographs and other information, on a Merchant's Priceposts profile, so long as Priceposts reasonably believes the information is accurate. Priceposts may use information available on Merchant's own website, Facebook or other social media pages, or third-party marketplaces, including Yelp and other consumer review websites. Merchants may request Priceposts to stop updating their profiles by emailing contact@priceposts.com.

(d) Deactivation from Priceposts Marketplace. A Merchant can, at any time, deactivate and remove the marketing of their services in the Priceposts Marketplace via the Merchant’s account settings.

(e) Termination. Priceposts may terminate the publication or promotion of the Merchant Services at any time.

(f) Liability. Priceposts neither represents either the seller or the buyer in any transactions, nor does it control — and is not liable to or responsible for — the quality, safety, lawfulness or availability of the products or services offered on Priceposts Marketplace or the ability or inability of the Merchants to complete a sale or the ability of buyers to complete a purchase. Merchant acknowledges and agrees that it is fully assuming the risks of conducting any purchase and sale of transactions through Priceposts Marketplace or Merchant Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to Merchant Services that are the subject of transactions booked through Priceposts Marketplace. Each Merchant agrees that Priceposts shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any of the foregoing risks as a result of using Priceposts.

(g) Indemnification. In the event that any user has a dispute with any party to a transaction, the Merchant agrees to release and indemnify Priceposts (and its agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute and transaction.

Priceposts – Payment Services

Priceposts uses PayPal for accepting payments from consumers in transactions – Please see Paypal terms of use for more information: https://www.paypal.com/us/webapps/mpp/ua/legalhub-full

In order to use Priceposts, Merchant must agree to this Agreement, accept the terms of the Payment Provider and provide the Payment Provider with any information and documents required to setup an account.

At any point, Priceposts, or our Payment Processor may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Payment Services, including without limitation:

(a) changes to the terms of your Account;

(b) increases to your applicable Service Fees;

(c) delays in your Payout Schedule; or

(d) possible suspension or termination of your account and services provided by Priceposts. The Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.

Payouts:

(a) Merchants will receive payouts to the designated Reserve Account and Bank Account in the amount of the transaction charged less Service Fee, any other Priceposts fee (Total Remittance Amount), or other withholding as described above. The payouts will be made to Merchant’s bank account you provide in your Priceposts registration. The actual timing of the transfers to your bank account of the settling funds will be subject to the Payout Schedule as defined below.

(b) "Payout Schedule". Payout schedule refers to the time it takes for us to initiate a deposit to your bank account for funds due to you from the Payment Services. For settled transactions due to you, Priceposts will initiate transfer of funds (less any applicable Service Fee, Chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule.

(c) The funds should normally be credited to your bank account within one to two (1-2) business days of us initiating the payout. Priceposts is not responsible for any action taken by the institution holding your bank account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you in your bank account, or for any delays imposed by your bank or our Payment Processor. Priceposts and our Payment Processor reserves the right to change the Payout Schedule from time-to-time or suspend payouts to your Bank Account.

(d) Payment Processors may introduce Reserve Accounts for payouts. Reserve Accounts are used to secure Payment Processors against possible consumer disputes, chargebacks or frauds. They result in holding a percentage of Merchant’s funds for a given period of time, subject to Payment Processor internal regulations. This process is independent from Priceposts.

(e) Funds held in your Reserve Account are amounts of money set aside to cover Chargebacks, refunds, or other payment obligations under this agreement. We, in our discretion, will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in the Reserve Account. We, in our discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our Payment Processor.

(f) Priceposts reserves the right to impose limits on the amount or frequency of refunds issued by any Merchant at any time. Priceposts may require verification that a Merchant has sufficient funds to cover any refund issued.

Termination or Suspension:

Should you discontinue use of Priceposts or otherwise suspend or cancel your Priceposts account, we will immediately discontinue your access to the Payment Services. You agree to complete all pending transactions or outstanding appointments (or notify End Users of cancellation) and stop accepting new transactions through Priceposts, as applicable. Any funds due to you will be paid out to you subject to the terms of your payout schedule and any applicable withholding.

Termination does not relieve you of your obligations as defined in this Agreement and we may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, reversals, or Investigations.

 Failure to pay any fees to Priceposts including Service Fees, or accruing any balance owed to Priceposts for Payment Services may result in the suspension of your account. Priceposts may disallow your access to any services provided at our discretion until any balances owed are paid in full.

Authorization for Handling of Funds

 By accepting this Agreement and using Priceposts Payment Services, you authorize Priceposts to receive, deposit, hold, and disburse funds on your behalf for all credit card transactions processed via Priceposts and the Payment Services, including transactions for appointment bookings, products, vouchers, and packages. You also authorize Priceposts to hold funds in a Reserve Account pending disbursement to you in accordance with the terms of this Agreement. Furthermore, you authorize Priceposts to debit, withdraw, and reverse disbursements as defined below.

(b) You grant us a security interest in and lien on any and all funds held in any Reserve Account or other Managed Account, and also authorize us to make any withdrawals or debits from your Account, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Priceposts Account. You agree you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account pending settlement to your designated Bank Account, that you have no right to direct that Reserve Account, and that you may not assign any interest or grant any security interest or lien on the funds in the Reserve Account other than to Priceposts as outlined directly above.

You agree to submit any and all refunds and adjustments for returns of your products and services through Priceposts Payment Services to the Consumer’s card in accordance with the terms of this Agreement and Payment Network Rules. Payment Network Rules require that you will:

(i) maintain a fair return, cancellation or adjustment policy;

(ii) disclose your return or cancellation policy to customers at the time of purchase;

(iii) not give cash refunds to a consumer in connection with a card sale, unless required by law; and

(iv) not accept cash or any other item of value for preparing a card transaction refund.

Full refunds must be for the exact amount of the original transaction including tax and other charges. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to End User for postage costs incurred for product returns. Refunds processed through Priceposts Payment Services must be submitted within sixty (60) days of the original transaction and in all cases, within three (3) days of approving the Consumer’s refund.

Priceposts reserves the right to disapprove and cancel any refund request submitted for processing through the Payment Services if your Reserve Account balance is zero or negative, if you otherwise have any outstanding balance owed to Priceposts, for any reason outlined in this paragraph, or at Priceposts’s reasonable judgement on security breach or fraud risks or other concerns.

Merchant’s Liability for Refunds, Chargebacks, and Other Reversals

Merchant authorizes Priceposts to withhold payments or debit Merchant’s Reserve Account, bank account, or any other payment instrument for the full amount of any reversed transaction, including without limitation transactions that are:

(i) refunded by you or Priceposts,

(ii) disputed by a Consumer directly with Priceposts, or charged-back,

(iii), reversed for any reason by our Payment Processor;

(iv) not authorized or we have any reason to believe are not authorized;

(v) allegedly unlawful, suspicious, or in violation of the terms of this Agreement;

(vi) adjusted to correct mistakes or errors;

(vii) relating to balances owed to you to cover Priceposts’s attorney fees, court costs, or collection costs associated with your account.

(b) Merchant assumes all liability for Chargebacks and any applicable fees charged to Priceposts for Chargebacks.

(c) You acknowledge that you are also responsible for any penalties or fines imposed on us or directly on you by any Payment Network or financial institution as a result of your activities.

(d) In the event a Chargeback is successfully contested and is returned to Priceposts, Priceposts will credit Merchant’s account with the full returned amount less any applicable Service Fees as defined in this agreement.

(e) Merchant agrees to cover all attorney’s fees, court costs, and collection costs (including those imposed by third-party debt collectors) associated with any Priceposts collections efforts in the event Merchant refuses or is unable to pay any balance owed to Priceposts (including Chargebacks, refunds, or other withdrawals as outlined in this agreement). Merchant acknowledges and agrees that Priceposts may employ independent third-party debt collectors or law firms assist with the collection of all balances owed.

(f) In the event Merchant accrues any balance owed to Priceposts and our Payment Processor, all debts to Priceposts shall take priority.

Contesting Chargebacks

(a) Merchant agrees to assist Priceposts when requested to investigate any transactions processed through, or related to, their account.

(b) Merchant agrees to produce records that assist Priceposts in contesting Chargebacks, including email correspondence, proof of service, testimony, or other records as needed. Records must be received prior to established response deadlines, typically within 15 days after the Chargeback is issued. Merchant’s failure to provide documentation in a timely manner may result in an irreversible Chargeback.

Data Security and Privacy

(a) You are fully responsible for the security of data on your website or otherwise in your possession. You agree to comply with all applicable country and local laws and rules in connection with your collection, security and dissemination of any personal, financial, credit card, or transaction information (defined as "Data" ) on your website. Priceposts expressly rejects all responsibility and liability for your own Data.

(b) If we believe that a security breach or compromise of data has occurred, Priceposts may require you to have a third-party auditor that is approved by Priceposts conduct a security audit of your systems and facilities and issue a report to be provided to Priceposts, our Payment Processor, financial banks, and/or the Payment Networks.

(c) You represent to us that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to disclose to us, or allow Priceposts or Payment Processor to collect, use, retain and disclose any Consumer or cardholder data that you provide to us or authorize us to collect, including email addresses, phone numbers, or information that we may collect directly from your end users via cookies or other means, and that we will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Payment Services or other services. As between the parties to this Agreement, you are solely responsible for disclosing to your customers that we assist in managing card transactions for you and obtaining data from such customers. If you receive information about others, including Consumers and cardholders, through the use Priceposts Payment Services, you must keep such information confidential and only use it in connection with Priceposts platform.

(d) You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by the buyer customer.

Warranties

Merchant Representation and Warranties. You represent and warrant to us that:

(1) you are at least eighteen (18) years of age;

(2) you are eligible to register and use Priceposts, including payouts, and have the right, power, and ability to enter into and perform under this Agreement;

(3) the name identified by you when you registered is your name or business name under which you sell goods and services;

(4) any sales transaction submitted by you will represent a bona fide sale by you;

(5) any sales transactions submitted by you will accurately describe the products and/or services sold and delivered to a purchaser;

(6) you will fulfill all of your obligations to each End User for which you submit a transaction and will resolve any Consumer dispute or complaint directly with the purchaser;

(7) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations;

(8) except in the ordinary course of business, no sales transaction submitted by you through the Payment Service will represent a sale to any principal, partner, proprietor, or owner of your entity;

(9) you will not use Priceposts Payment Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of any aspect of the Priceposts platform.

Prohibited businesses on Priceposts

  1. Age restricted products or services
  2. Age verification
  3. Airlines
  4. Alcohol
  5. Any product or service that infringes upon the copyright, trademark, or trade secrets of any third party
  6. Any product, service or activity that is deceptive, unfair, predatory or prohibited by one or more Card Networks
  7. Bail bonds
  8. Bankruptcy lawyers
  9. Bidding fee auctions
  10. Chain letters
  11. Check cashing, wire transfers or money orders
  12. Collection agencies
  13. Counterfeit goods
  14. Credit card and identity theft protection
  15. Cruise lines
  16. Currency exchanges or dealers
  17. Door-to-door sales
  18. Drug paraphernalia
  19. Embassies, foreign consulates or other foreign governments
  20. Engaging in any form of licensed or unlicensed aggregation or factoring
  21. Engaging in deceptive marketing practices
  22. Essay mills
  23. Evading a Payment Network’s chargeback monitoring programs
  24. Extended warranties
  25. Firms selling business opportunities, investment opportunities, mortgage consulting, credit repair or protection or real estate purchases with no money down
  26. Flea markets
  27. Gambling
  28. “Get rich quick” schemes
  29. Illegal products or services
  30. Mail-order brides
  31. Money transmitters or money service businesses
  32. Multi-level marketing or pyramid schemes
  33. Negative response marketing
  34. Pharmacies or pharmacy referral services
  35. Pre-paid phone cards
  36. Pseudo pharmaceuticals
  37. Quasi-cash or stored value
  38. Securities brokers
  39. Sexually-oriented products or services categorized as:
    1. Child pornography
    2. Fetish gear and services including S&M paraphernalia
    3. Hard-core sexually oriented products and services
    4. International match-making services
    5. Pornographic materials displaying sexually explicit pictures, images, and videos
    6. Sexually explicit telephone or online conversations and chat
    7. Sexually-oriented dating services, including companion/escort services and prostitution
    8. Sexually-oriented massage parlors, sex shows, sex clubs, topless bars, strip shows, and other adult entertainment
    9. Widgets that allow you to access pornography or pornographic ads
  1. Selling social media activity, such as Twitter followers, Facebook likes or Youtube views
  2. Sharing Cardholder’s data with another merchant for payment of up-sell or cross-sell product or service
  3. Shipping or forwarding brokers
  4. Sports forecasting or odds making
  5. Substances designed to mimic illegal drugs
  6. Telecommunications equipment and telephone sales
  7. Telemarketing
  8. Timeshares
  9. Tobacco, e-cigarettes, vaporizers and accessories including e-juice
  10. Virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world or related services
  11. Weapons and munitions

Compliance with Laws

 At all times, Merchant shall comply with:

(1) All Laws. All applicable local, state or federal laws, statutes, rules, regulations, or orders, including any Laws governing the use, sale, and/or distribution of alcohol, and any Laws governing vouchers, coupons, and/or gift certificates;

(2) Unfair Competition Laws. All applicable laws that prohibit false, deceptive or unfair advertising or disparagement;

(3) Intellectual Property Laws. All applicable laws regarding the copyright, trademark, or other intellectual property rights or rights of privacy or publicity of any third party; and

(4) Voucher, Gift Certificate and Abandoned Property Laws. All applicable laws, governing the imposition of expiration dates, service charges, dormancy fees or other terms and conditions of the Order. Merchant shall allow the Consumer to use the Order for Services for the amount paid by Consumer for the Order (i.e. the cash or redemption value of the Order) for the applicable term specified under applicable laws and shall allow redemption refund of the amount paid for the Order as required. To the extent required by applicable local escheat or abandoned or unclaimed property laws, Merchant shall be solely responsible for and agrees to report and pay over to the applicable governmental agency any unredeemed cash value of any Order issued under this Agreement. Merchant is responsible for keeping track of the cash amount paid by the Consumer for the Order and any unredeemed balance of that cash amount to ensure compliance with this Agreement. Furthermore, Merchant agrees that so long as an appointment is made for Merchant Services before the expiration date of the Order, the Order will be fully honored without restriction even though Merchant Services may be completed after the expiration date.

Further Warranties and Representations:

  1. a) PRICEPOSTS MARKETPLACE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRICEPOSTS OR THROUGH THE MARKETPLACE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, PRICEPOSTS, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; THAT THE PRICEPOSTS MARKETPLACE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT PRICEPOSTS MARKETPLACE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PRICEPOSTS MARKETPLACE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF PRICEPOSTS MARKETPLACE. SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. PRICEPOSTS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PRICEPOSTS MARKETPLACE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND PRICEPOSTS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

(b) The Merchant represents and warrants to Priceposts as follows:

  • (i) The Merchant has full corporate power and authority to execute and deliver this Agreement and to perform its obligations. The execution, delivery and performance of this Agreement have been duly authorized, or will have been duly authorized, by all necessary corporate action on the part of the Merchant, and this Agreement has been duly executed and delivered by the Merchant.
  • (ii) Merchant is registered for sales and income tax collection purposes in all countries and states in which Merchant Services will be provided pursuant to the terms of this Agreement.
  • (iii) In the event of Merchant's breach of any of the representations and warranties Priceposts may, without prejudice to any other remedies or rights which may be available to Priceposts, immediately terminate or suspend any Merchant Account.

Intellectual Property

Priceposts owns all rights, titles, and interests in the Priceposts Marketplace, all content, material, and trademarks presented on Priceposts Marketplace or transferred thereby (excluding any licensed Merchant Marks), and any software, technology or tools used by Priceposts to promote, market, sell, generate, or distribute and all intellectual property rights related thereto (collectively, the "Priceposts IP"). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights and Merchant may not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, adapt, edit, modify or timeshare the Priceposts IP or any portion thereof, or use such Priceposts IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Merchant may not prepare any derivative work based on the Priceposts IP. Merchant may not translate, reverse engineer, decompile or disassemble the Priceposts IP.

Staff Member Actions Responsibility

Staff Members of a Merchant having access to Merchant Account at Priceposts, will also have access to Merchant Account at Priceposts. An agency relationship will exist between the staff members and the Merchant and any actions taken by either staff member or Merchant will bind the Merchant.

Indemnification

Merchant agrees to defend, indemnify and hold Priceposts, its affiliated and related entities, and any of their officers, directors, agents and staff members, harmless from and against any claims, actions, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney's fees, court fees and collection costs) arising out of or relating to any of the following:

(a) Any breach or alleged breach by Merchant of this Agreement or the representations and warranties stated in this Agreement;

(b) Any claim for Taxes arising from use of the Services, including but not limited to the sale and subsequent redemption of a gift

(c) Any claim by any local, state or federal governmental entity for unredeemed or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest ( "Abandoned Property Claims" );

(d) Any claim arising out of a violation of law and/or regulation governing the use, sale, and/or distribution of alcohol

(e) Any claim arising out of or relating to the sale, performance, or delivery of Merchant Services, including, but not limited to, any claims for changes to or determination of the value of a Voucher or Merchant Services, false advertising, product defects, personal injury, death, or property damages;

(f) Merchant's failure to comply with any applicable Laws including, but not limited to the regulations of: telephone consumer protection, consumer personal data protection; or

(g) Without limiting the foregoing, Merchant shall pay any monies owed to any party, as well as all attorney's fees, court fees and collection costs related to any action against, or determinations against, Priceposts related to any action to pursue Priceposts for Taxes or Abandoned Property Claims.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRICEPOSTS, ITS AFFILIATES, AGENTS, DIRECTORS, STAFF MEMBERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL PRICEPOSTS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRICEPOSTS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF PRICEPOSTS MARKETPLACE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM PRICEPOSTS MARKETPLACE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH PRICEPOSTS MARKETPLACE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH PRICEPOSTS MARKETPLACE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL PRICEPOSTS, ITS AFFILIATES, AGENTS, DIRECTORS, STAFF MEMBERS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO PRICEPOSTS HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PRICEPOSTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Services are controlled and operated from facilities in the United States. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws and regulations, including, but not limited to, export and import regulations.