Rebelipay

REBELIPAY

TERMS OF USE

Effective as of October 15, 2023

WELCOME TO REBELIPAY, OUR PATENTED SERVICE PROVIDES OUR MERCHANTS THE FREEDOM TO CHOOSE THEIR OWN PAYMENT PROCESSOR BY INTEGRATING THEIR EXISTING POINT OF SALE SYSTEM TO THEIR CHOSEN PAYMENT PROCESSOR. THE FOLLOWING TERMS OF USE (THE "AGREEMENT") CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN ACCRUE RETAIL MOBILITICS, INC. (“REBELIPAY”, “WE”, OR “US”) AND THE PARTY ACCESSING OR USING THE SITE, THE PLATFORM, OR ANY OF OUR SERVICES (“YOU”). THIS AGREEMENT GOVERNS YOUR RELATIONSHIP WITH US, ACCESS TO AND UTILIZATION OF THE PLATFORM AND SITE AND ANY OF OUR SERVICES. BY ACCESSING OR UTILIZING THE SITE, THE PLATFORM, OR ANY SERVICE IN ANY MANNER, YOU THEREBY AGREE TO AND ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR UTILIZE THE SITE, THE PLATFORM, OR ANY OF OUR SERVICES IN ANY MANNER. Either you or we may also be referred to herein as a “Party” and collectively as the “Parties”.

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Table of Contents

Scope
Eligibility

Term

Our Services
1. Your Account
2. Point of Sale System
3. Payment Processing Services
4. Acceptable Use Policy
Payments
Property
1. Licenses from Us to You
2. Licenses from You to Us
3. Derivatives
4. Unsolicited Feedback

Privacy Policy
1. The Information That Our Services Collect
2. Use of Information
3. Security
4. Protection of Children
5. GDPR Notice for Users from the EU
6. Information Disclosure Requests
Linked Sites

Accessibility (ADA)
Consumer Complaints
Security

Relationship of the Parties
Cooperation
Termination

Reservation of Rights

Representations and Warranties
Limitation of Liability
Indemnification
Dispute Resolution
1. Law and Venue
2. Dispute Resolution Process
3. Waiver of Class Action
4. Legal Costs

Notice

Changes
Assignment
Benefit of Parties
Severability
Execution
Maximum Restrictions Intended
Entire Agreement
Survival
Construction

This Agreement governs your relationship with us and is the master agreement setting forth the terms of use under which we agree to provide our services to you, and you agree to receive our services (the “Purpose”). This Agreement may have one or more Addenda which shall be considered part of this Agreement and may supplement this Agreement, but shall be fully incorporated into, governed exclusively by, and supersede this Agreement only when specifically stated therein. You must abide by this Agreement as it is a binding legal contract and our provision of any and all services to you is conditioned on your agreement to this Agreement. This Agreement is subject to the construction rules provided in Section XXIX.

THE SITE, THE PLATFORM, AND THE SERVICES THAT WE PROVIDE ARE NOT INTENDED FOR CHILDREN. YOU MUST BE AT LEAST EIGHTEEN YEARS OF AGE TO ACCESS THE SITE, ACCESS OR USE THE PLATFORM, OR USE OUR SERVICES. By further accessing or using the services, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the authority and capacity and are legally entitled to enter into binding legal contracts, including this Agreement in your individual capacity or as a lawfully authorized agent of another person (e.g. lawfully formed company); (c) you have read, understand, and agree to the terms and conditions of this Agreement; (d) you agree to comply with all Regulations and Regulatory Authority; and (e) you have not been previously suspended or removed from the Platform.

This Agreement shall take effect between the Parties upon your access of the Site or the Platform or Utilization of any of the services and shall continue until such time as this Agreement is terminated in accordance with this Agreement.

Our Services. REBELIPAY IS NOT A PAYMENT PROCESSOR, FINANCIAL INSTITUTION, OR AGENT THEREOF. We are a service provider that integrates your Point of Sales system with multiple third-party payment processors via your accounts with such payment processors in order for you to use such third-party payment processing services. Our services, including our patented Platform (USPTO Patent No. 11301827) are designed to facilitate your use of third-party payment processing services with your existing Point of Sales system. Please note that the Utilization of our services involves a human element. You bear all responsibility for Utilizing the Services and verifying that all payment information is correct. REBELIPAY bears no responsibility for your failure to properly verify pricing and payment information.

Your Account. In order to Utilize the Platform, you will need to create an account (“Your Account”). Your Account allows you to manage your services, receive and transmit information to us, connect Your Account with your payment processing service accounts, adjust Your Account options, export your IP, Share IP with us and those third-party systems, including payment processing systems, that we implement, and use other services as we make available from time to time from us or from Vendors and Affiliates. Your Account and our Utilization of the personally identifiable information Shared by you via Your Account is governed by the Privacy Policy set forth in Section VII. Your Account is for your personal use only. You are solely and personally responsible for maintaining the confidentiality and security of Your Account and the password associated with it. You may only authorize others (e.g. other Personnel of a lawfully formed company) to use Your Account for your personal use and bear all responsibility for such use. You may not rent, sell, lease, sublicense, lend, distribute, or otherwise transfer or assign Your Account to any other person. However, if you are lawfully authorized agent you may act on behalf of the lawful person (e.g. lawfully formed company) who you represent. You agree to immediately notify us of any actual or suspected breach of security or unauthorized use of Your Account.

Point of Sales System. You must connect Your Account with your Point of Sale system in order to process payments using a third-party payment processing system. The Platform allows you to pull transactional information from your Point of Sale system and integrate that information with those payment processing services that you’ve connected to Your Account. This information auto populates using our services and requires you to confirm such information prior to processing a payment. Once you’ve confirmed the payment information from your customer, the Platform will allow you to facilitate the third-party payment processing. Your use of your Point of Sale system is governed by the respective Point of Sale system’s legal policies.

Payment Processing Services. The Platform allows you to connect Your Account with your accounts with certain payment processing services in order to process payments using information pulled from your Point of Sale system. You must connect Your Account with your payment processing service account in order to process payments using said payment processing service. Your use of the third-party payment processing service is governed by the respective payment processing service’s legal policies.

Acceptable Use Policy.

Your Responsibilities. You represent, warrant, and covenant that: (A) you shall comply with all the terms and conditions of this Agreement; (B) you shall use reasonable efforts to prevent unauthorized Use of our services, and notify us promptly of any such unauthorized Use that comes to your attention; (C) you shall use our services, only in accordance with all Regulations and the terms and conditions of this Agreement; (D) you bear all responsibility and liability of Utilizing our services, Your Account, the Site, the Platform, your Point of Sale system, and any third-party services, including any payment processing services; and (E) all IP that you provide to us is, to the extent of your knowledge, current, true, accurate, supportable, and complete, and you will use reasonable efforts to continue to keep such information current and correct.

Prohibited Activities. You hereby expressly represent and warrant that you shall not: (A) breach this Agreement willfully or through gross negligence; (B) Use any of our services or REBELIPAY IP: (1) to circumvent or breach or attempt to circumvent or breach any Regulation or give rise to a civil liability; (2) if you are a specially designated national or blocked person listed by OFAC or other Regulatory Authority or a citizen or national of, or located in, a Sanctioned Area or are otherwise precluded by Regulation or Regulatory Authority from consummating a digital payment; (3) to fund any organization which has been listed as a terrorist organization by any Regulatory Authority; (4) to interfere unreasonably with the Use of our services by other Users; (5) to encourage conduct that would constitute a circumvention or breach of any Regulation or give rise to a civil liability; or (6) in such a manner that is dangerous or could cause damage to REBELIPAY or our Personnel, Vendors, or Affiliates; (C) take any action that imposes an unreasonable or disproportionately large load on the Site, the Platform, or any of our services; (D) create Derivatives or Utilize any REBELIPAY IP for any purposes other than those specifically permitted by this Agreement; (E) Use any bot, spider, scraper, data miner, or automated agent to gain Utilization of any IP via our services or any other REBELIPAY IP in an unauthorized manner; (F) facilitate any viruses, bugs, trojan horses, worms, or other software, automated agents, or programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any IP via our services or any other REBELIPAY IP; (G) perform or attempt to perform any actions that would interfere with the normal operation of our services or any other REBELIPAY IP; (H) attempt to or assist another party to attempt to access, alter or interfere with the communications or information of a User by rearranging, tampering or making an unauthorized connection with any of our services or REBELIPAY IP or to use any scheme, false representation, or false credit device, with the intent to avoid payment for, in whole or in part, our services; (I) manipulate or tamper with our services; (J) access or Utilize any REBELIPAY IP on behalf of a competitor of REBELIPAY or in a competitive manner with REBELIPAY; (K) access or Utilize the Site, the Platform, our services, or any other REBELIPAY IP on behalf of someone who has been suspended or removed from the Site; or (L) violate the terms and conditions of this Agreement or the legal terms of your digital payment platform. Any abuse of our services or any other REBELIPAY IP will be deemed a material breach of this Agreement.

All fees for our services are stated on our Fee Schedule and are subject to change at any time upon prior Notice to you from us in accordance with the terms therein. All fees will be charged to your chosen digital payment platform account. You agree to provide us accurate digital payment platform account information, so that we may facilitate accurate fee and transaction payments as authorized by you using Your Account. You agree to pay all charges at the fee levels indicated to be in effect upon your initiation of the transaction or upon the realization of the fee as set forth by Your Account (i.e. if you set up recurring payments, you agree that we may charge your digital payment platform account in accordance with such recurring payment schedules) until such time as you close out the scheduled recurring payments.

Each Party agrees and represents that this Agreement is not intended to transfer or assign any Property or IP Rights from any Party to another Party other than as expressly stated herein; nothing in this Agreement shall be construed to transfer the ownership of any Property from one Party to the other Party. You understand and represent that other than the limited licenses in Section VI(a), you shall not acquire any right in any REBELIPAY Property unless otherwise noted by written agreement between us and you. We agree and represent that other than the limited licenses in Section VI(b), we shall not acquire any right in any of your Property unless otherwise noted by written agreement between us and you. We represent and warrant that we have the right to authorize you to Use our services as contemplated by this Agreement and indicated herein, and the use of such services as contemplated and authorized by us does not and will not infringe or invalidate any existing IP Rights of any third party. You represent and warrant that you have the right to authorize us and such third-party service providers as you authorize to Use such IP as provided by you to us as contemplated by this Agreement and indicated herein, and the use of IP as authorized does not and will not infringe or invalidate any existing IP Right of any third party.

Licenses from Us to You. We hereby grant to you a limited, non-exclusive, freely and fully revocable license to Use such REBELIPAY IP provided by us to you for the purposes of providing you Use of our services, including a limited, non-exclusive, freely and fully revocable license to access and use our services to receive information about REBELIPAY and our services, manage your payment methods, contact information, and other services available via Your Account, Share your IP via our services, and contact us and Share your IP with us. Additionally, we hereby grant to you a limited, non-exclusive, freely and fully revocable license to Share such REBELIPAY IP provided by us to you for the purposes of marketing our services to third parties, provided that you do not remove all watermarks, metadata, and REBELIPAY trademarks embedded or attached thereto as Shared with you by REBELIPAY. You acknowledge and agree that you do not and shall not claim any IP Rights in any REBELIPAY IP other than the limited licenses herein as are solely necessary for the Purpose and with exception to this limited license you have no right to modify, edit, copy, reproduce, create derivative works, or reverse engineer, alter, enhance, or in any way Utilize our services or any REBELIPAY Property in any manner unless otherwise noted in writing by us. This license terminates automatically at the end of the Term or, without notice to you, if you breach this Agreement.

Licenses from You to Us. By Sharing your IP via our services, you thereby grant us a paid-in-full, royalty-free, freely and fully transferable, freely and fully assignable, freely and fully sub-licensable, irrevocable, perpetual, worldwide right and license to Utilize your IP in any and every way as we see fit for any and every purpose in our sole discretion, without restriction or limitation of any kind, with the right to sublicense each and every such right through multiple tiers of sublicensees subject to the terms and conditions herein and you represent and warrant that you are solely responsible for your IP and the ramifications and results of your choice to Share your IP via our services. You hereby represent, warrant, and covenant that unless otherwise stated between the Parties in a written agreement executed by both Parties that you have the right to authorize us to Utilize your IP Shared by you via our services and that such Utilization does not and will not infringe any existing IP Rights, violate the right of privacy, violate any contractual right, infringe or violate any right of publicity, or violate any general or personal property right of any third party.

To the extent that you create any Derivatives from any REBELIPAY IP, you represent, warrant, and agree that: (A) any such Derivative shall be deemed to be wrongfully created and as such, such Derivative shall be owned by REBELIPAY; (B) all right, title, and interest in and to any such Derivative shall automatically vest in REBELIPAY and be deemed paid-in-full and royalty free; (C) we have no obligation to grant to you any right in any such Derivative; (D) you thereby irrevocably assign to REBELIPAY any and all joint or individual ownership, rights, titles, and interests in and to such Derivative, including any and all Intellectual Property Rights; (E) in the event that the assignments in this Section VI(c) do not provide REBELIPAY with full ownership, rights, titles, and interests in and to the Derivative, you hereby grant to REBELIPAY an unlimited, exclusive, freely and fully transferable, freely and fully assignable, irrevocable, paid-in-full, royalty-free, perpetual, worldwide license to Utilize in any and every way the Derivative as REBELIPAY sees fit for any and every purpose, without restriction or limitation of any kind, with the right to sublicense each and every such right through multiple tiers of sublicensees; (F) you hereby assign and transfer any and all IP Rights in any Derivative to REBELIPAY; (G) you agree, where any IP Rights may not be assigned as a matter of law, to cooperate fully with REBELIPAY during the lifetime of such IP Rights, not to take any interest or action with regard to such rights that is contrary to the will and goals of REBELIPAY, and not to exercise any such IP Rights without the explicit prior written consent of REBELIPAY; and (H) where any IP Rights may not be assigned as a matter of law, but may pass on to your heirs at law, you hereby disclaim any and all such IP Rights.

Unsolicited Feedback. We welcome any and all Feedback. By submitting any such Feedback to us, you agree that we may, but shall have no obligation to, Utilize in any and every way such Feedback, as we see fit for any and every purpose, without restriction or limitation of any kind, and you thereby grant to us an unlimited freely and fully transferable, freely and fully assignable, irrevocable, paid-in-full, royalty-free, perpetual, worldwide license to the Feedback, with the right to sublicense each and every such right through multiple tiers of sublicensees. You further agree not to permit or prosecute any Action on the ground that our Utilization or alleged Utilization of such Feedback infringes or violates any of your rights.

Privacy Policy. We respect your privacy and are committed to protecting your personally identifiable information as you Use our services. The following policy (the “Privacy Policy”) governs our Use of your personal information.

The Information That Our Services Collect.

Automatically Collected Information. When you Use our services, we automatically collect certain analytical information. This automatically collected information may include your IP Address, unique device identifier, version of software installed on your accessing device, system type, the content that you Use on our services, and the dates and times that you Use our services.

Personally Identifiable Information. We only collect personally identifiable information that you voluntarily provide to us.

Payment Information. In order for you to process payments using our services, you will need you to connect Your Account with your payment processor service account and provide certain credentials and information via these services to the Platform to facilitate the payment processing. We only collect information associated with these accounts necessary that you provide to us for the purpose of such payment processing and we only store your payment processor service account identification and your provided authorization credentials needed for facilitating such payments.

Use of Information.

Automatically Collected Information. We use automatically collected information to identify prior users of our services, to track usage of our systems, and for analytical purposes to help us improve our services and our business in general. We may on occasion provide this information to an Affiliate to assist us in providing these functions as permitted by Regulation.

Personally Identifiable Information. The personally identifiable information that you voluntarily provide to us may be used by us and our Affiliates: (A) for administrative purposes; (B) authentication purposes; (C) to properly operate, maintain, and provide you with the features and functionality of our services; (D) to customize and personalize features for you and otherwise enrich your experience when using our services; (E) to present you with promotions, advertisements, and opportunities we believe may be of interest to you as permitted by Regulation; (F) to enable us to assist us in operating, maintaining, and providing our services to you; (G) to enable us to carry out our obligations arising from any contracts/subscriptions entered into with you; (H) to notify you about changes to this Agreement, other agreements you have with us, our services, other REBELIPAY IP, and Vendor or Affiliate services; (I) to investigate and help prevent potentially unlawful activity or activities that threaten the integrity of our services, or any other REBELIPAY IP or REBELIPAY services; (J) to investigate allegations of fraud or violations of this Agreement or other agreements you have with REBELIPAY; (K) to enforce or apply our rights under this Agreement, any other agreement you have with us, or Regulation and to protect the rights, property, or safety of any of our Users, Personnel, Affiliates, Vendors, or others; and (L) to improve the quality and design of the services or REBELIPAY

Digital Payment Platform Account Information. We only use information associated with your payment processor service account provided by you to process payments and only store your payment processor service account information and your provided authorization credentials needed for processing such payments.

We maintain our systems in accordance with commercially reasonable industry standards to preserve the integrity and security thereof. We have implemented technical and organizational measures designed to secure such information from accidental loss and from unauthorized Utilization, alteration, or disclosure. We cannot, however, ensure or warrant that third parties will never be able to defeat those measures or gain access to the IP thereon. Perfect information security does not exist and you Utilize our services at your own risk.

Protection of Children. PROTECTING THE PRIVACY OF YOUNG CHILDREN IS ESPECIALLY IMPORTANT. OUR SERVICES ARE NOT INTENDED FOR CHILDREN AND ARE NOT DIRECTED TO CHILDREN. WE DO NOT KNOWINGLY COLLECT OR MAINTAIN PERSONALLY IDENTIFIABLE INFORMATION FROM PERSONS UNDER THIRTEEN (13) YEARS OF AGE. IF WE LEARN THAT PERSONALLY IDENTIFIABLE INFORMATION OF PERSONS LESS THAN THIRTEEN (13) YEARS OF AGE HAS BEEN COLLECTED ON OR THROUGH THE SERVICES UNDER OUR CONTROL, THEN WE WILL TAKE THE APPROPRIATE STEPS TO ATTEMPT TO DELETE THIS INFORMATION. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A CHILD UNDER THIRTEEN (13) YEARS OF AGE WHO HAS PROVIDED US WITH PERSONALLY IDENTIFIABLE INFORMATION, THEN PLEASE PROVIDE US NOTICE TO HAVE THAT INFORMATION DELETED IMMEDIATELY.

GDPR Notice for Users from the EU. FOR USERS FROM THE EUROPEAN ECONOMIC AREA OR OTHER NON-U.S. TERRITORIES, PLEASE NOTE THAT ANY IP THAT YOU VOLUNTARILY PROVIDE US WILL BE TRANSFERRED OUTSIDE THE EUROPEAN ECONOMIC AREA OR SUCH OTHER NON-U.S. TERRITORY FOR UTILIZATION AS DESCRIBED HEREIN.

Information Disclosure Requests. We take law enforcement and security matters very seriously and endeavors to fully assist law enforcement personnel in accordance with the Communications Assistance for Law Enforcement Act, 47 USC §§1001-1010 , USA PATRIOT Act, L. No. 107–56, (2001) , Cybersecurity Information Sharing Act, Pub. L. No. 113–114, (2015) and other related Regulations. However, we must also balance such request with regards to the requirements of applicable privacy related Regulations (the “Privacy Regulations”). In order to effectively assist law enforcement without violation of the relevant Privacy Regulations, we have developed our own compliance and a Systems Security and Integrity (“SSI”) plan in compliance with 47 C.F.R. § 1.20005. If you are a Regulatory Authority or a law enforcement agency deriving jurisdiction from a Regulatory Authority (“Lawful Authority”) seeking information via a subpoena, summons, court order, civil investigative demand, agency order, search warrant, or production order (“Law Enforcement Request”) the following guidelines are necessary for us to facilitate the effective processing of your Law Enforcement Request and observance of these guidelines will avoid delayed processing and receipt by you of the requested information. Absent a valid Law Enforcement Request, in compliance with the Privacy Regulations, we will not release User Information upon a third-party request without express permission from the relevant Users or as otherwise permitted by Regulation.

Law Enforcement Requests. Our response to a valid Law Enforcement Request will typically be limited to the provisioning of User Information in our records related to a particular User. Given the fluctuating volume of Law Enforcement Requests, the resources allocated by us to these Law Enforcement Requests, Law Enforcement Requests that are consistent with our submission guidelines hereinbelow will typically be answered in five (5) business days (“the “Compliance Time”).

All Law Enforcement Requests should be directed to:

Email: legal@REBELIPAY.io

Subject Line: Law Enforcement Request

If compliance is required in a period shorter than the typical Compliance Time, the submission email should include the following subject line: Law Enforcement Request – Urgent.

Civil Information Requests. If you seek any User Information in connection with a civil legal matter, you must serve us with a valid subpoena for such information in connection with a civil matter as follows and agree in writing to compensate us for our subpoena response services as stated herein (a “Civil Information Request”). We do not consent to service by any civil litigation party by any means other than pursuant to a valid Civil Information Request.

All Civil Information Requests should be directed to:

Email: legal@REBELIPAY.io

Subject Line: Civil Information Request

User Notice. If you submit a valid Civil Information Request, we may be required by Regulation to provide or attempt to provide notice of the Civil Information Request to the User whose User Information that you’ve sought. In order to abide by the processes required by Regulation, the production of the requested User Information typically takes twenty (20) business days from the receipt of a valid Civil Information Request.

User Objection. Users who object to the production of their User Information in response to a valid Civil Information Request should consult with an attorney. Unless we receive documentation from a User showing that such User is seeking a protective order or similar protection filed with an appropriate Regulatory Authority prior to the date that our response to a Civil Information Request is produced, we will disclose the User Information requested in compliance with the Civil Information Request.

In order to offset the costs of our cooperation in civil matters, we charge the following fees in association with civil matters:

Civil Information Request Compliance Fee. We charge a flat fee of TWO HUNDRED AND FIFTY AND NO/00 U.S. DOLLARS ($250.00) for producing records in order to comply with a valid Civil Information Request, which must be submitted prior to the initiation of the production. This fee includes research, courier, copying, and related costs. However, we reserve the right to increase the preceding flat fee at our discretion if we determine in our sole discretion that the Civil Information Request is seeking atypically voluminous records or in the event where retrieval of the necessary records requires atypical effort. In such event, we will notify you of any such increase prior to the production of the requested information.

Testimony Fees. If any of our Personnel are subpoenaed to appear in court to provide testimony, and the witness fee is not set by Regulation in the respective jurisdiction, we charge TWO HUNDRED AND FIFTY AND NO/00 U.S. DOLLARS per hour ($250.00/hr) billed by the quarter of the hour for such witness testimony, including travel time to and from court, plus the reasonable cost of travel, including mileage at the then current Internal Revenue Service rate, tolls, parking, airfare, rental car, train fare, taxi fare, or rideshare fare, food at a per diem rate of SEVENTY-FIVEAND NO/00 U.S. DOLLARS ($75.00) and lodging in accordance with our travel and expenses policies. We reserve the right to request pre-payment of an amount that is one half (50%) of the reasonably estimated witness testimony fee.

Payment of the aforementioned fees should be submitted to:

REBELIPAY

Attn: Civil Information Request

70 Berkshire Way

East Brunswick, NJ 08816

Linked Sites. Our services may include links to third-party websites or services (“Linked Sites”). Linked Sites are provided for your convenience and information only. We do not control the availability and content of Linked Sites and are unable to ensure the accessibility of such Linked Sites. Access and Use of Linked Sites, including the information, materials, products, and services on or available through Linked Sites is solely at your own risk. Any concerns regarding Linked Sites, or any information, resources, or services therein, should be directed to that particular Linked Site.

Accessibility (ADA). We have consistently taken steps to make our services accessible to individuals with disabilities. In accordance with the American Disabilities Act (“ADA”) and the S. Department of Justice’s Guidance on Web Accessibility dated March 18, 2022, we have attempted to make our services available to all individuals seeking to avail themselves of these services. To this end, our digital services are designed to comply with the prevalent industry standards, including the Web Content Accessibility Guidelines (“WCAG”), iOS VoiceOver, and Android TalkBack. If you are unable to access any information or utilize any digital service, please send an email to legal@REBELIPAY.io. Additionally, we do not control the availability and content of Linked Sites and are unable to ensure the accessibility of such Linked Sites. Access and use of Linked Sites, including the information, materials, products, and services on or available through Linked Sites is solely at your own risk. Any concerns regarding Linked Sites, or any information, resources, or services therein, should be directed to that particular Linked Site. Also, our services may connect you with Vendors. We do not control the accessibility of any Vendor services. Any concerns regarding an individual Vendor’s services should be directed to that particular Vendor.

Consumer Complaints. If you have a complaint regarding any of our services or have further questions regarding the services, you can contact us at info@REBELIPAY.io. In accordance with California Civil Code3, you can also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Ste. S-202, Sacramento, California 95834, or via telephone at +1(800)952-5210 or +1(916)445-1254.

We maintain our services and all REBELIPAY IP in accordance with commercially reasonable industry standards to preserve the integrity and security of all related IP from accidental loss and from unauthorized Utilization. We cannot, however, ensure or warrant that third parties will never be able to defeat those measures or gain access to such information. We reserve the right to exercise whatever lawful means we deem necessary in our sole discretion to prevent unauthorized use of any REBELIPAY IP, including any and all technological barriers. Our services utilize Vendor provided services. We and our Personnel, Affiliates, and Vendors shall not be liable for any lack of security which may be experienced by you or third parties with regard to our services not resulting from our gross negligence, malfeasance, or nonfeasance.

Relationship of the Parties. The Parties hereby represent, warrant, and covenant that: (a) both Parties to this Agreement are and at all times shall remain independent contractors for all purposes; (b) this Agreement creates no agency, partnership, joint venture, trusteeship, franchisor-franchisee, or employee-employer relationship between the Parties; and (c) neither Party has the authority to bind the other Party or incur any obligation on the other Party’s behalf or represent, cause, or allow to be represented, encourage, aid, or abet any other third party in the making of representations that such third party possesses any such authority in any capacity, other than as specified in this Agreement.

Each Party agrees to reasonably cooperate with the other Party in exercising their rights and performing their obligations under this Agreement.

You may delete Your Account and Terminate your relationship with us at any time by deleting Your Account via Your Account or providing us Notice. Such deletion or Notice will terminate your relationship with us under this Agreement. Additionally, we may terminate this Agreement with you at any time via Notice by us to you or suspend Your Account. Any of your obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this Agreement shall survive and remain in effect after such happening. Upon termination of this Agreement all of our limited licenses to you under Section VI terminate automatically and immediately.

Reservation of Rights. Each Party reserves all rights not expressly granted in this Agreement unless otherwise noted in writing.

Representations and Warranties. Each Party represents and warrants that: (a) the Party has the right to enter into and fully perform the mutual covenants contemplated herein, consistent with this Agreement; (b) there is no outstanding contract, commitment, or agreement to which the Party is a party that conflicts with this Agreement; (c) the Party is not subject to any injunctions or settlement agreement with private or public parties that may limit the Party’s ability to comply with the terms of this Agreement; (d) the Party shall comply with all Regulations; and (e) the individual signing on behalf of the Party has the authority to bind the Party to the terms and conditions of this Agreement. EXCEPT FOR THE WARRANTIES SPECIFICALLY AND EXPRESSLY MADE IN THIS AGREEMENT, REBELIPAY MAKES NO WARRANTIES WHATSOEVER, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, SUITABILITY, DURABILITY, FITNESS FOR USE, CONDITION, QUALITY, PERFORMANCE, TITLE, OR NON-INFRINGEMENT, AND ALL SUCH EXPRESS OR IMPLIED WARRANTIES ARE DISCLAIMED. UNLESS OTHERWISE PROHIBITED BY LAW, THE SITE, THE PLATFORM, OUR SERVICES, ANY REBELIPAY PROPERTY, AND ANY THIRD-PARTY OR SERVICES IS PROVIDED TO YOU BY REBELIPAY ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS, IMPLIED, OR STATUTORY.

Limitation of Liability. UNDER NO CIRCUMSTANCES WILL WE, OUR PERSONNEL, AFFILIATES, OR VENDORS (THE “DISCLAIMING PARTIES”), TO THE EXTENT PERMITTED BY LAW, BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE UTILIZATION OF THE SITE, THE PLATFORM, OUR SERVICES, ANY REBELIPAY PROPERTY, OR ANY THIRD-PARTY IP OR SERVICES OR ANY ACTIONS BY YOU, YOUR PERSONNEL, OR ANY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR LOSS OF USE DAMAGES, AND IN NO EVENT SHALL OUR LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE GREATER OF: (a) THE TOTAL AMOUNTS PAID (PLUS PAYABLE) BY YOU TO US UNDER THIS AGREEMENT OVER THE TWELVE (12) MONTH PERIOD PRECEDING AN ACTION OR (b) ONE HUNDRED AND NO/00 U.S. DOLLARS ($100.00). UNLESS OTHERWISE PROHIBITED BY REGULATION OR OTHERWISE AGREED IN WRITING BETWEEN THE PARTIES, THE DISCLAIMING PARTIES BEAR NO RESPONSIBILITY OR LIABILITY FOR YOUR UTILIZATION OF THE SITE, THE PLATFORM, OUR SERVICES, ANY REBELIPAY PROPERTY, OR ANY THIRD-PARTY IP OR SERVICES OR ANY ACTIONS BY YOU, YOUR PERSONNEL, OR ANY THIRD PARTIES. THE DISCLAIMING PARTIES SHALL NOT BE LIABLE FOR ANY LACK OF SECURITY WHICH MAY BE EXPERIENCED RESULTING FROM YOUR NEGLIGENCE, MALFEASANCE, MISFEASANCE, OR NONFEASANCE OF YOU OR YOUR PERSONNEL, OR THE NEGLIGENCE, MALFEASANCE, MISFEASANCE, OR NONFEASANCE OF ANY THIRD PARTIES. TO THE EXTENT PERMITTED BY REGULATION, YOU EXPRESSLY AGREE THAT YOU ASSUME ALL RESPONSIBILITY FOR YOUR USE OF THE SITE, THE PLATFORM, OUR SERVICES, ANY REBELIPAY PROPERTY, AND ANY THIRD-PARTY IP OR SERVICES OR ANY ACTIONS BY YOU, YOUR PERSONNEL, OR ANY THIRD PARTIES. UNDER NO CIRCUMSTANCES SHALL THE DISCLAIMING PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY UNSUCCESSFUL DISPUTE, LOSS OF BUSINESS, PROFITS, REVENUES, MONEY, DATA, GOODWILL, OR REPUTATION, LOSS OF ANTICIPATED BUSINESS, PROFITS, REVENUES, OR GOODWILL, OR OTHER INTANGIBLE LOSSESS, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS, DAMAGE, OR INJURY OF ANY NATURE WHATSOEVER, ARISING OUT OF, IN CONNECTION WITH, RELATING TO, OR RESULTING FROM THE UTILIZATION OF THE SITE, THE PLATFORM, OUR SERVICES, ANY REBELIPAY PROPERTY, OR ANY THIRD-PARTY IP OR SERVICES OR ANY ACTIONS BY YOU, YOUR PERSONNEL, OR ANY THIRD PARTIES HOWEVER ARISING. FURTHERMORE, THE DISCLAIMING PARTIES SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING ANY OF THE FOREGOING, OUR FULL CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF ONE HUNDRED AND NO/00 U.S. DOLLARS ($100.00). THE LIMITATION OF LIABILITY IN THIS SECTION XVII APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING CONTRACT OR TORT, INCLUDING, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS; THE FOREGOING LIMITATIONS APPLY EVEN IF THE DISCLAIMING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE REGULATIONS OF THE JURISDICTION WHERE YOU ARE LOCATED. IF YOU ARE A CALIFORNIA RESIDENT YOU AGREE TO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." UNDER NO CIRCUMSTANCES, WILL EITHER PARTY TO THE EXTENT PROHIBITED BY LAW, BE LIABLE FOR FAILURE TO PERFORM THE TERMS OF THIS AGREEMENT IF SUCH FAILURE IS DUE TO A FORCE MAJEURE EVENT.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD THE DISCLAIMING PARTIES HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, WHICH MAY HEREAFTER ARISE, WHICH THE DISCLAIMING PARTIES MAY SUSTAIN DUE TO OR ARISING OUT OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE HEREIN, YOUR BREACH OF THE AGREEMENT, YOUR NEGLIGENT ACT OR OMISSION, YOUR ACTS IN VIOLATION OF THE AGREEMENT OR ANY REGULATION OR REGULATORY AUTHORITY, OR YOUR IP, OR CAUSED OR ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY YOUR ACCESS TO OR UTILIZATION OF OR INABILITY TO ACCESS OR UTILIZE THE SITE, THE PLATFORM, OUR SERVICES, ANY REBELIPAY PROPERTY, OR ANY THIRD-PARTY IP OR SERVICES OR ANY ACTIONS BY YOU, YOUR PERSONNEL, OR ANY THIRD PARTIES.

Dispute Resolution.

Law and Venue. The Parties agree that it is their intention and covenant that this Agreement, performance under this Agreement, any Action arising out of or relating to this Agreement, the Site, the Platform, our services, any third party, any REBELIPAY Property, any third party IP or services, any Affiliate, or any Vendor and all suits and special proceedings relating to such, shall be construed in accordance with, under, and pursuant to the laws of the State of Texas, without giving effect to any principles of conflicts of law. The Parties agree and covenant that any Action arising out of or relating to this Agreement, the Site, the Platform, our services, any third party, any REBELIPAY Property, any third party IP or services, any Affiliate, or any Vendor will be filed only in the state or federal courts in and for Houston, Harris County, Texas, and each Party hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action and expressly submits to extraterritorial service of process.

Dispute Resolution Process. The Parties agree that in the event that either Party has a Dispute with the other Party arising out of or relating to this Agreement, the Site, the Platform, our services, any third party, any REBELIPAY Property, any third party IP or services, any Affiliate, or any Vendor, the claiming Party shall first submit such Dispute to non-binding mediation in Houston, Harris County, Texas with a mediator who is mutually agreed upon by the Parties. Any costs and fees associated with the mediation, excepting attorney costs, shall be shared equally by the Parties; each Party shall bear responsibility for that Party’s own attorney costs. If such non-binding mediation is unsuccessful in reaching a resolution between the Parties and the claiming Party continues to desire to seek legal remedy, the Parties agree that in lieu of any other Action, the Parties shall submit such Dispute to binding arbitration in Fort Worth, Texas by a single arbitrator mutually agreed upon by the Parties and, absent such agreement on an arbitrator, an arbitrator shall be appointed by the AAA. Such arbitration shall be conducted in accordance with the then prevailing Commercial Arbitration Rules of the AAA. Both Parties hereby agree to abide by all decisions and awards rendered in an arbitration between the Parties whether initiated by either Party in accordance with this Section XIX(b). Any decisions and awards rendered by an arbitrator in an arbitration between the Parties shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its enforcement. In any such arbitration, the arbitrator shall not have the right to award punitive damages or speculative damages to either Party and shall not have the power to amend this Agreement and the arbitrator shall be required to follow applicable law. If for any reason the arbitration clause in this Section XIX(b) becomes not applicable, then the Parties, to the fullest extent permitted by applicable law, hereby unconditionally and irrevocably waive all right to trial by jury as to any issue relating hereto in any Action arising out of or relating to this Agreement or any other matter involving the Parties hereto. THE PARTIES ACKNOWLEDGE THAT A RIGHT TO A JURY IS A CONSTITUTIONAL RIGHT, THAT THE PARTIES HAVE HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR CHOOSING, AND THAT THIS JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY. IN THE EVENT OF LITIGATION, THIS SECTION XIX(b) OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. Notwithstanding the above, either Party may commence an Action for equitable relief as provided for in Section XIX(b) in any court of competent jurisdiction.

Waiver of Class Actions. THE PARTIES AGREE THAT IN THE EVENT THAT EITHER PARTY HAS A DISPUTE WITH THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, THE PLATFORM, OUR SERVICES, ANY REBELIPAY PROPERTY, OR ANY THIRD-PARTY IP OR SERVICES, ANY AFFILIATE, ANY VENDOR, OR ANY ACTIONS BY YOU, YOUR PERSONNEL, OR ANY THIRD PARTIES, THE CLAIMING PARTY SHALL ONLY BRING SUCH DESPITE AGAINST THE OTHER PARTY IN THE CLAIMING PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION, INCLUDING A FEDERAL OR STATE CLASS ACTION LAWSUIT OR CLASS ARBITRATION.

Equitable Relief. Each Party represents, warrants, and covenants that the protection of REBELIPAY IP is directly related to our goodwill and vital business interests and that REBELIPAY would be significantly, imminently, and irreparably injured by your conduct in violation of the terms of Sections VI(b-d), that the true extent of such harm would be difficult, if not impossible, to fully ascertain or quantify, and that monetary damages will not provide adequate remedy for such conduct. Accordingly, in addition to any other remedy available at law or equity, you hereby acknowledge and agree that we shall be entitled to seek immediate equitable relief to protect our interests therein, including injunctive relief preventing you from taking or continuing any action or conduct in violation of this Agreement or specific relief to require you to take certain action in accordance with this Agreement, to be issued by any court of competent jurisdiction upon a showing of any such conduct on the part of you. Notwithstanding any other provisions of this Agreement, such Action for equitable or specific relief by us shall not require any conditions precedent, including first submitting such Dispute to the Dispute resolution methods for all other forms of Action listed in Section XIX(b).

Legal Costs. In the event that either Party institutes or brings an action at law or in equity to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to recover such Party’s costs incurred for the action, including reasonable attorneys’ fees, at trial and on every appeal, writ, petition, and motion.

All notices, requests, demands, consents, permissions, and other communications hereunder shall be in writing and shall be deemed received when transmitted: (a) to the email address hereinunder, and confirmation of delivery or receipt is received, provided that if the date of receipt is not a business day, the notice, request, or communication shall be deemed not to have been received until the next succeeding business day; or (b) by overnight courier service or registered or certified mail or personal delivery, when sent to the respective Party’s address as listed hereinunder and received by such Party, provided that if the date of receipt is not a business day at the respective Party’s address, the notice, request or communication shall be deemed not to have been received until the next succeeding business day.

If to REBELIPAY:

REBELIPAY

Attn: Legal Notice

70 Berkshire Way

East Brunswick, NJ 08816

Email: legal@REBELIPAY.io

Subject Line: Legal Notice

If to You: to the phone number, address, or email address that you provided to us via Your Account, via Your Account, or by posting on the Site or via the Platform.

Change of this Agreement. We may modify, alter, or otherwise update this Agreement at any time with reasonable Notice to you.

Changes to Our Services. We may enhance, replace, modify, alter, change, or otherwise update the features of our services, but it will not materially reduce the core features, functions, or security of our services during the Term with reasonable Notice to you.

You may not assign or transfer, whether by operation of law or otherwise, any rights or delegate any duties under this Agreement to any third parties unless we give you explicit prior written consent. Any such attempted assignment by you, will be null and void ab initio absent our explicit prior written consent. We may assign or transfer our rights and duties under this Agreement without restriction.

Benefit of Parties. This Agreement and the representations, warranties, covenants, indemnifications, and benefits herein shall be binding on and inure to the benefit of each Party and each Party’s Affiliates and their respective: (a) predecessors, successors, and assigns, and (b) past and present attorneys, directors, members, managers, officers, representatives, shareholders, agents, employees, partners, and their respective executors, administrators, heirs, and legal and personal representatives.

To the extent permitted by Regulation, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

This Agreement must be executed by a natural person. This Agreement may not be executed by an automated agent, unless such automated agent is executing this Agreement specifically on behalf of and at the immediate instruction of a natural person in a manner as to legally effect the natural person’s will and agreement to execute this Agreement.

Maximum Restrictions Intended. The Parties hereby acknowledge and agree that the time, scope, and geographic area and other provisions of this Agreement have been specifically negotiated by the Parties and are reasonable under these circumstances, and that if, despite the express agreement of the Parties, a court should hold any portion of this Agreement unenforceable for any reason, the maximum restrictions of time, scope, and geographic area reasonable under the circumstances, as determined by the court, will be substituted for the restrictions held unenforceable.

Entire Agreement. This Agreement contains the sole and entire agreement between the Parties regarding the subject matter herein and supersedes any and all other agreements between the Parties regarding the subject matter herein, unless otherwise agreed by the Parties in writing. The Parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery of this Agreement, except such representations as are specifically set forth in this Agreement, and each of the Parties acknowledges that such Party has relied on such Party’s own judgment in entering into this Agreement. The Parties further acknowledge that any statements or representations that may have previously been made by either of them to the other are void and of no effect and that neither of them has relied thereon in connection with such Party’s dealings with the other.

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this Agreement shall survive and remain in effect after such happening.

This Agreement has been negotiated by the Parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party. Each Party acknowledges that it has had the opportunity to discuss this matter with and obtain advice from its private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. The headings referenced herein are for convenience purposes only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any of the provisions hereof. Any capitalized term in this Agreement shall have the meaning herein defined. Any capitalized term not defined herein shall be given the definition common to such term in the common parlance of the real estate and title technology community. Any term in this Agreement written wholly in small capitalized letter shall be deemed a legal citation to relevant statutory law, reference to another executed document, or a name of a third party. The terms “herein”, “hereof”, “hereunder”, “hereunder”, and “hereby” and other terms of similar import refer to this Agreement as a whole and not to any particular provision. The term “include,” “includes”, and “including” are deemed to be followed by the phrase “, but not limited to,”. Additionally, throughout this Agreement when context requires, capitalized terms, singular nouns, and pronouns include the plural and possessive. The following terms shall have the following definitions for the purposes of this Agreement:

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity;

“Addendum” means an exhibit attached to this Agreement upon execution of this Agreement as enumerated thereon and referred to herein;

“Affiliate” means, with respect to a Party, either: (i) any third party that directly or indirectly Controls, is Controlled by, or is under common Control with such Party; (ii) any third party that owns or Controls ten percent (10%) or more of the outstanding voting interests of such Party; (iii) any officer, director, general partner, manager, managing member, or trustee of, or other similar third party serving in a similar capacity with respect to such Party; or (iv) any third party who is an officer, director, general partner, manager, member, trustee, or holder of ten percent (10%) or more of the voting interests of any third party described in Sections XXIX(c)(i), XXIX(c)(ii), or XXIX(c)(iii);

“Control”, “Controlling”, or “under common Control with” means either the direct or indirect possession of the power to direct or cause the direction of the management and policies of a Party, whether through ownership of voting securities or the voting power to elect the directors or managers of such Party, by contract, or otherwise;

Damages” means any and all claims, liabilities, losses, expenses, or damages, including reasonable attorneys’ fees and expenses, and court costs;

“Derivatives” means any and all IP or Materials that is wrongfully Developed by you based on any REBELIPAY IP;

“Develop” means adapt, translate, modify, revise, condense, expand, compile, edit, reverse engineer, alter, enhance, abridge, create derivative works from, and further develop;

“Distribute” means to Share, reproduce, collect, copy, make copies of, have copies made of, import, export, license, sub-license, sell, lease, rent, otherwise dispose of, and make available to Use;

“Fee Schedule” means the schedule we provide you as an Addendum to this Agreement;

“Feedback” means any and all suggestions, recommendations, comments, complaints, or other unsolicited feedback provided by you to us;

“Force Majeure Event” means any cause or condition beyond a Party’s reasonable control, including any acts of god or the public enemy, acts of any government or Regulatory Authority in sovereign or contractual capacity, fire, casualty, flood, hurricane, earthquake, epidemic, pandemic, quarantine restrictions, natural or environmental disaster, war, civil unrest, terrorism, strike, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, lockout, riot, change of Regulation, insurrection, unavoidable delays, internet service provider failures or delays, denial of service attacks, the errors or failures of third parties or third-party systems, or other similar causes beyond such Party’s control;

“IP” means any and all information, intellectual property, or data whether in a tangible or intangible form;

“IP Rights” means any and all joint or individual ownership, rights, titles, and interests in and to such certain IP as identified, including any and all related: (i) copyrights, patents, trademarks, trade secrets, neighboring and related rights (droits voisins), database rights, design rights and rights in mask works, domain names, rights to know-how, moral rights (droit moral), publicity rights, rights against unfair competition, and any other intellectual property rights of a similar nature arising under U.S. law, international convention, or any other Regulation anywhere in the known universe implied by law or equity or accruing under common law whether registered or unregistered, including any and all registrations, applications for registration, renewals, continuations, continuations-in-part, divisionals, reissues, recapture rights, and extensions thereof; (ii) all goodwill related to or arising out of the foregoing; and (iii) all benefits, privileges, Actions, and remedies relating to any of the foregoing under U.S. law, international convention, or any other Regulation anywhere in the known universe implied by law or equity, whether before or hereafter accrued, including the exclusive rights to apply for any and all related registrations, renewals, continuations, continuations-in-part, divisionals, reissues and/or extensions, to bring any Action for all past infringements or violations of any the foregoing, and to settle and retain proceeds from any such Actions;

“Market” means to market, demonstrate, publicly display, publicly perform, offer for Distribution, and use for marketing;

“Materials” means any and all equipment, chattel, or tangible materials;

“Personnel” means the managers, officers, directors, employees, agents, and third-party contractors of a Party;

“Platform” means the software platform operated by REBELIPAY for the provision of our services (USPTO Patent No. 11301827);

“Point of Sale system” means a device, system, or platform comprised of IP and/or Materials that is used to process payment transactions by retail customers;

“Property” means collectively IP, Materials, and Real Estate;

“Real Estate” means identified real property and all improvements afixed, immovable, or permanently attached to it;

“Regulation” means any applicable law, statute, regulation, ordinance, rule, order, decree, or ruling as set forth by any Regulatory Authority;

“Regulatory Authority” means any applicable federal, state, provincial, territorial, canton, parish, local, or other legal, governmental, judicial, administrative, or regulatory authority exercising proper jurisdiction over a Party or its Personnel;

“Section” means the respective section of this Agreement as enumerated herein unless otherwise specified herein;

“Share” means to distribute, transmit, or make available to third parties;

“Site” means https://REBELIPAY.io/;

Tax” means any tax, levy, duty, or similar governmental assessment of any nature, including value-added, sales, or use, assessable by any Regulatory Authority;

“Use” means to access, use or not use, reuse, install, and copy for use, reuse, and installation;

“User” means a person who Uses our services;

“User Information” means all information related to Users, including User names, addresses, passwords, telephone numbers, fax numbers, email addresses, URLs, IP address numbers, device identifiers and serial numbers, ages, birthdates, social security numbers, biometric identifiers including finger and voice prints, genetic information, full face photographic images and any comparable images, account numbers, demographic information, financial information, transactional information, and any other unique identifying number, characteristic, or code all information relating to medical records, including all medical record numbers, health plan beneficiary numbers, dates of admission, account numbers, and certificate/license numbers, all nonpublic personally identifiable information, and all nonpublic personal information of consumers as defined by the Gramm-Leach-Bliley Act, Pub. L. 106-102, Section 628 of the Fair Credit Reporting Act, Section 216 of the Fair and Accurate Credit Transactions Act, the Health Insurance Portability and Accountability Act (HIPAA), and the Children's Online Privacy Protection Act;

“Utilize” means to Develop, Distribute, Market, and Use; and

“Vendor” means a third-party licensor, supplier, vendor, provider, or subcontractor.