Merchant Services Agreement

This Merchant Services Agreement (the "Agreement") is made between Pricecheck Inc. ("Pricecheck") and the entity signing an applicable Order Form ("Merchant"). This Agreement governs Merchant's access to and use of Pricecheck's mobile self-checkout platform.

1. Services

Pricecheck will provide Merchant with access to its proprietary mobile self-checkout software platform and related services as described in the applicable Order Form (the "Services"). The Services are designed to allow Merchant's customers ("End Users") to scan product barcodes and pay for items using the Pricecheck mobile application.

2. License and Intellectual Property

License to Merchant

Pricecheck grants Merchant a non-exclusive, non-transferable, revocable license to access and use the Services at the store locations specified in the Order Form, for the sole purpose of enabling mobile self-checkout for its customers.

Pricecheck IP

Merchant acknowledges that Pricecheck owns all right, title, and interest in and to the Services, including all underlying software, technology, and intellectual property. This Agreement does not transfer any ownership rights to Merchant.

3. Merchant Obligations

Merchant shall:

• Provide Pricecheck with accurate and up-to-date product and pricing data feeds necessary for the Services to function correctly.
• Train its staff on the use of any Merchant-facing tools provided by Pricecheck for transaction verification and security.
• Be solely responsible for all customer service related to its products, pricing, and in-store policies.
• Cooperate with Pricecheck in the implementation and marketing of the Services within its stores.

4. Fees and Payment

Subscription Fees

Merchant shall pay Pricecheck the monthly or annual subscription fees as set forth in the Order Form.

Transaction Fees

Merchant shall pay Pricecheck the per-transaction fees, if any, as set forth in the Order Form.

Payment Terms

All fees are due within thirty (30) days of the invoice date. Late payments may accrue interest at a rate of 1.5% per month or the highest rate permitted by law.

5. Data

Transaction Data

Pricecheck will collect data related to transactions conducted through the App ("Transaction Data"). Pricecheck grants Merchant a license to use the Transaction Data related to its own store sales for its internal business purposes.

Aggregated Data

Pricecheck shall have the right to use Transaction Data in an aggregated and anonymized form for the purpose of analyzing performance, improving the Services, and for other business purposes, provided that such data does not identify Merchant or any individual End User.

6. Confidentiality

Each party (the "Receiving Party") shall protect the other party's (the "Disclosing Party") non-public information ("Confidential Information") with the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

7. Term and Termination

The initial term of this Agreement shall be specified in the Order Form. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

8. Disclaimer and Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED HEREIN, PRICECHECK MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. IN NO EVENT SHALL PRICECHECK'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY MERCHANT TO PRICECHECK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. General

This Agreement, including any Order Forms, constitutes the entire agreement between the parties. This Agreement shall be governed by the laws of the State of New York. Any disputes shall be resolved by binding arbitration in New York, New York.