Merchant Terms and Conditions

Glance Technologies, Inc. (“Glance”)
August 3, 2018

Background

These Merchant Terms and Conditions (these “Terms”) apply to: (1) Merchant’s access to and use of our multi-platform Glance Platform (“Glance Pay”) that enables users (“Customers”) of the Glance Pay mobile application (the “App“) to open, review, and pay their bills, to select their tip option, and to earn rewards with their compatible mobile device; (2) Merchant’s access to and use of our linked customer relationship management solution (“Glance Merchant”) that enables Merchants to promote and list events, invite customer reviews and feedback, implement loyalty reward programs, customize digital offers and coupons, display marketing and social media materials, analyze customer data for insights, enable innovative anti-fraud technology, and receive customer and back-end support from Glance; and (3) Merchant’s access to and use of any other services, technology, content, data, and features made available by us pursuant to these Terms (together with Glance Pay and Glance Merchant). In these Terms, “Glance,” “we,” “us,” and “our” refer to Glance Technologies, Inc. and our affiliates, successors, and assigns. Glance and Merchant are individually referred to in these Terms as a “Party” and collectively as the “Parties.”

By accessing, downloading, copying, and/or using the Glance Platform in any way, Merchant agrees to be bound by these Terms. You also agree to our Anti-Money Laundering / Sanctions (“AML / Sanctions”) Policy, which is incorporated by this reference, and consent to the practices concerning data collection, transmission and use set forth therein. If Merchant does not agree to all the terms and conditions of these Terms, Merchant may not access or use the Glance Platform. These Terms are incorporated by reference in the Merchant Participation Agreement between Merchant and Glance for the Glance Platform. In the event of a conflict between these Terms and the Merchant Participation Agreement, these Terms shall govern. These terms create a binding legal agreement between Merchant and Glance, and include an arbitration clause under which certain claims may not be brought in court or decided by a jury. Please read them carefully.

We may, without prior notice or liability to Merchant, modify the Glance Platform by adding or removing features and functionalities. We may also revise these Terms from time to time in our sole discretion, subject to Applicable Law (as defined below). When we revise these Terms, we will notify Merchant via email, the Glance Platform, our website, or any other method we deem to be reasonable in the circumstances. Except as otherwise expressly stated by us, all changes to these Terms are effective immediately and apply to Merchant’s access to and use of the Glance Platform thereafter. Merchant is free to decide whether or not to accept a revised version of these Terms, but accepting these Terms, as revised, is required for Merchant to continue accessing or using the Glance Platform. If Merchant does not agree to these Terms or any revised version of these Terms, Merchant’s sole recourse is to terminate its access to or use of the Glance Platform. Except as otherwise expressly stated by us, Merchant’s access to and use of the Glance Platform are subject to, and constitute Merchant’s acceptance of, the version of these Terms in effect at the time of Merchant’s access or use. For purposes of these Terms, “Applicable Law” means any law, rule, regulation, ordinance, code, or order to which a Party may be subject or under which a Party may exercise rights.

Requirements

1.1          In order to access or use the Glance Platform, and for Glance to make payments to you for transactions conducted via the Glance Platform, Merchant must: (i) be an entity formed or incorporated, or a sole proprietor 18 years of age; (ii) accept, agree to, and comply with these Terms; and (iii) provide all information requested by us, such as Merchant’s legal name, incorporation / federal employer / tax identification number, industry, mailing address, photo identification, a valid financial account connected to the ACH network, expected transactional activity and revenues, and such other information as we may request from time to time. Merchant represents and warrants that all such information Merchant provides to us from time to time is truthful, accurate, current, and complete. Merchant must immediately notify us upon cessation or suspension of its business operations or intent to do so. Glance will maintain the security of your account information, and does not share your personal, business, or bank account information. You represent and warrant that all information provided by you to Glance in connection with your application for a Glance account is complete and accurate. You agree to update all such information promptly in the event of any changes. The provision of inaccurate information shall be grounds for revocation of your agreement with Glance, without limitation to other available remedies. Glance reserves the right to reject a Merchant application for a Glance account for any reason.

Limited License

2.1.         Subject to, and except as otherwise expressly provided by, these Terms, Glance hereby grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right and license to access and use the Glance Platform, including all updates, upgrades, and modifications thereto made available by Glance, via download or otherwise, from time to time, solely for its intended purposes in accordance with these Terms. Merchant must follow Glance’s instructions with respect to the Glance Platform. Glance may host elements of the Glance Platform using its own infrastructure or it may engage a third party to host the Glance Platform on its behalf. Merchant is responsible for making all arrangements necessary for Merchant to access and use the Glance Platform, including obtaining and maintaining hardware, software, communications equipment, and network infrastructure and for paying all third-party fees incurred to access and use the Glance Platform.

2.2          To enable Merchant’s access to and use of the Glance Platform, Merchant hereby grants Glance access to Merchant’s point-of-sale (“POS”) system so that Glance may install, update, and maintain the Glance Software on Merchant’s POS system, including any installation performed by any software installer program or application provided by Glance. Merchant agrees to provide any and all assistance to Glance and its employees and representatives to complete such installation, updates, and maintenance.

2.3          Merchant acknowledges that (i) the Glance Platform may contain other software or components that are either owned by a third party or in the public domain (“Third-Party Software”), and (ii) Glance has no proprietary interest in Third-Party Software and, as such, cannot grant Merchant a license to use Third-Party Software. Glance will provide a listing of Third-Party Software to Merchant upon Merchant’s written request. Merchant’s rights in Third-Party Software are governed by and subject to the terms and conditions set forth in the applicable licenses for Third-Party Software. Merchant acknowledges and agrees to fully comply with such terms and conditions. In addition to any disclaimers set forth in such terms and conditions, the disclaimers and the limitations of liability set forth in these terms apply to Glance and its licensors with respect to any Third-Party Software. Glance is not obligated to provide support services for Third-Party Software unless expressly agreed to in writing by Glance.

Fees and Taxes

3.1          In consideration for Merchant’s access to and use of the Glance Platform, Merchant agrees to pay the fees, if any, specified in the Merchant Participation Agreement (“Fees”), in either Canadian or U.S. dollars.

3.2          All Fees are exclusive of any applicable sales, excise, use, or similar taxes. Merchant must pay all such taxes either directly or to Glance or as otherwise required by Applicable Law. Merchant acknowledges and agrees that it is responsible for determining, paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with Merchant’s access to and use of the Glance Platform. We are not responsible for determining whether Merchant owes taxes in connection with Merchant’s access to or use of the Glance Platform or for collecting, reporting, or remitting taxes arising from Merchant’s access to or use of the Glance Platform, except for our own income taxes. Merchant agrees to reimburse and indemnify Glance for any taxes, penalties, and interest assessed by any taxing authority regarding amounts owed by Merchant in connection with these Terms.

Platform Support, Maintenance, Availability, and Training

4.1          Glance will provide Merchant with reasonable support to help resolve issues related to the Glance Platform. Merchant is solely responsible for providing customer service for any and all issues related to the goods and services it provides Customers. Merchant must promptly: (i) refer all inquiries and complaints from Customers concerning the App and the Glance Platform; (ii) provide any written documentation related to such inquiries and complaints to Glance; and (iii) cooperate with Glance as we investigate such complaints to resolve the Customers’ inquiries and complaints, to the extent necessary. While we will seek to resolve complaints to the satisfaction of all parties, we might not be successful in doing so, and we reserve the right to refund payments to users and adjust Net Sales Proceeds owed correspondingly, as determined necessary in our sole discretion.

4.2          We may need to carry out routine or urgent maintenance for the Glance Platform from time to time. We will use commercially reasonable efforts to inform Merchant of any downtime and to restore the Glance Platform as soon as reasonably practicable; provided, however, that Glance will not be liable if all or any part of the Glance Platform is unavailable at any time or for a period of time for any reason.

4.3          Glance, in its discretion, may provide written and/or electronic materials to Merchant to train its staff on the Glance Platform. In addition, Glance, in its discretion, and subject to Merchant’s approval, may provide in-person, telephonic, and online training on the Glance Platform to Merchant’s staff.

Additional Terms for Glance Pay and Glance Merchant

5.1          Merchant must accept Customers’ payments using the Glance Platform in accordance with Glance’s standard operating instructions and these Terms.

5.2          Merchant must provide Customers with transaction receipts as required by Card Network Rules and Applicable Law. For purposes of these Terms, “Card Network Rules” mean the by laws, rules, and other published operational and technical requirements of any payment network (e.g., Visa®, MasterCard®, American Express®, and Discover®) applicable to the Glance Platform, Merchant’s acceptance of payment cards, and a Party’s obligations under these Terms.

5.3          Merchant may not impose any additional restrictions, conditions, or fees on Customers’ use of the App or the Glance Platform or engage in any practices that discriminate against or discourage Customers’ use of the App.

5.4          The Glance Platform may allow Merchant to select a minimum and/or default tip or gratuity that will be presented to Customers in the App. Merchant is solely responsible for determining its tax withholding and payment obligations relating to gratuities added to or included in Customers’ payments.

5.5          Merchant acknowledges and agrees that Glance: (i) is not a financial institution and does not provide banking or payment processing services; (ii) is not a party to the payment transactions performed by Merchant and Customers using the Glance Platform; (iii) does not hold or transmit any funds belonging to Customers or Merchants; (iv) is not liable for delays in delivery of Customers’ payments for any reason, including, but not limited to, as a result of the actions or inactions any banks, processors, card networks, or other third parties; (v) is not liable for any Customers’ payments that are not completed because: (a) a Customer’s payment account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit or overdraft protection of Customer’s payment account; (b) a Customer has not provided Glance with correct or updated payment account information; or (c) a Customer’s payment account has expired.

5.6          Glance is not responsible for any overcharges, chargebacks, reversals, or other payment disputes relating to payment transactions facilitated by the Glance Platform. Glance will use commercially reasonable efforts to assist Merchant in disputing and resolving any chargebacks or reversals of Customers’ payments.

5.7          Merchant acknowledges that promotional offer campaigns facilitated through Glance Merchant (“Offers”) are subject to certain limitations established by Glance and other third parties, from time to time, including, but not limited to, Customers’ eligibility for, and redemption of, Offers.

Intellectual Property Rights

6.1          Merchant acknowledges and agrees that the Glance Platform is protected by copyright, trademark, patent, and other intellectual property laws. Except as expressly provided in these Terms, Glance does not grant Merchant any licenses, express or implied, to the Glance Platform or any of Glance’s other intellectual property. Glance retains all right, title, and interest in and to the Glance Platform, including any updates, upgrades, and modifications thereto, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, and other intellectual property rights.

6.2          Except as expressly provided by these Terms or with Glance’s prior written consent, Merchant may not use, modify, disassemble, decompile, reverse engineer, reproduce, distribute, rent, sell, license, publish, display, download, transmit, or otherwise exploit the Glance Platform in any form by any means. Without limiting the foregoing, Merchant may not, and may not permit any third party to, (i) use any robot, spider, scraper, or other automatic or manual device, process, or means to access or copy the Glance Platform; (ii) take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on the Glance Platform or our infrastructure; (iii) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Glance Platform; (iv) rent, lease, copy, provide access to, or sublicense any portion of the Glance Platform to a third party; (v) use any portion of the Glance Platform to provide, or incorporate any portion of the Glance Platform into, any product or service provided to a third party; (vi) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble, or otherwise attempt to derive the source code of the Glance Platform; (vii) remove, obscure, or alter any copyright notice, trademarks, logos, trade names, or other proprietary rights notices contained in the Glance Platform; or (viii) use the Glance Platform in violation of these Terms or any Applicable Law. We may, but are not obligated to, monitor Merchant’s use of the Glance Platform.

6.3          Merchant may submit comments, information, questions, data, ideas, description of processes, or other information to Glance from time to time (collectively, “Feedback”). Glance may freely use, copy, disclose, license, distribute, and otherwise exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.

Marketing and Publicity

7.1          Merchant hereby grants Glance a non-exclusive, non-transferable, limited, and revocable license to use Merchant’s name, logos, trademarks, service marks, and graphics in general listings of Merchants in the App, on Glance’s website and social media accounts, and in other print and electronic marketing materials solely to provide information about the Glance Platform, subject to any usage guidelines provided by Merchant.

7.2          Glance hereby grants Merchant a non-exclusive, non-transferable, limited, and revocable license to use Glance’s name, logos, trademarks, service marks, and graphics on its website and other marketing materials solely to provide information about the Glance Platform to Customers, subject to any usage guidelines provided by Glance.

7.3          Except as otherwise expressly permitted by these Terms, neither Party may use, copy, or modify any of the other Party’s name, logos, trademarks, service marks, and graphics without such other Party’s prior written approval. Each Party acknowledges that the other Party’s name, logos, trademarks, service marks, and graphics are and will remain the exclusive property of such other Party.

7.4          Each Party must cease using the other Party’s name, logos, trademarks, service marks, and graphics upon termination of these Terms or if otherwise directed to do so by such other Party.

POS Data

8.1          To the maximum extent permitted by Applicable Law, Merchant hereby grants Glance and its affiliates, successors, and assigns an irrevocable, non-exclusive, transferable, and assignable license and right to collect certain transaction data from Merchant’s POS system (“POS Data”) as long as Merchant accesses or uses the Glance Platform. POS Data includes information about the venue, SKU-level data on items purchased by Merchant’s customers, amounts paid by Merchant’s customers, and metadata on payment methods used by Merchant’s customers (such as payment card type, payment card issuer, and the last four digits and expiration date of the payment card). To the maximum extent permitted by Applicable Law, Merchant also hereby grants Glance and its affiliates, successors, and assigns an irrevocable, non-exclusive, transferable, assignable, and perpetual license and right to use and retain the POS Data for any lawful purpose, including, but not limited to, the following purposes: (i) as necessary to provide, maintain, and improve the Glance Platform; (ii) to provide Offers to Customers; and (iii) to perform analytics for third parties.

Platform Data

9.1          Glance exclusively owns all right, title, and interest in and to any and all data (other than the POS Data) that is provided to or obtained by Glance in connection with the App and the Glance Platform (“Platform Data”), including, but not limited to, data regarding Customers and their use of the App, and, subject to Applicable Law, may use Platform Data for any lawful purpose. To the extent Merchant receives Platform Data in connection with its access to or use of the Glance Platform, Merchant may only use Platform Data as necessary to perform its obligations under these Terms, except as expressly provided in Section 9.2 or as otherwise expressly required by Applicable Law. Without limiting the foregoing, Merchant may not use Platform Data for any other purpose, including, but not limited to, marketing to or communicating with Customers other than through the Glance Platform.

9.2          Notwithstanding Section 9.1, Glance may from time to time grant, convey, sell, or otherwise transfer to Merchant a non-exclusive limited license to use certain aggregate, statistical, and/or anonymous data derived from Platform Data.

9.3          Merchant must: (i) restrict disclosure of Platform Data to its employees, officers, directors, and agents solely on a “need to know” basis in accordance with these Terms; (ii) advise its employees, officers, directors, and agents of their confidentiality obligations; (iii) require its employees, officers, directors, and agents to protect and restrict the use of Platform Data; (iv) use the same degree of care to protect Platform Data as it uses to safeguard its own confidential information of similar importance, but in no event less than a reasonable degree of care; and (v) establish procedural, physical, and electronic safeguards to prevent the compromise or unauthorized disclosure of Platform Data. In the event there is a breach of security of Merchant that results or may result in unauthorized disclosure of Platform Data, Merchant must immediately notify Glance of such breach, the nature of such breach, and the corrective action taken to respond to such breach and must take all steps, at its own expense, to immediately limit, stop, or otherwise remedy such misappropriation, disclosure, or use. Merchant is solely responsible for any Platform Data in its possession or under its control and must bear the risk of loss resulting from its possession, storage, transmission, and use of such Platform Data.

9.4          Within 30 days of the termination of these Terms or at any time upon Glance’s request, Merchant must return to Glance (or destroy if so directed by Glance) all Platform Data in its possession or in the possession of any employee or agent of Merchant, as directed by Glance.

Representations and Warranties

10.1        In addition to any other representations and warranties set forth in these Terms, Merchant represents and warrants to Glance that: (i) if applicable, Merchant is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation or incorporation; (ii) if applicable, Merchant is qualified to transact business and in good standing in each jurisdiction in which it operates; (iii) Merchant has all requisite right, power, and authority to accept and agree to these Terms and perform its obligations and grant the rights, licenses, and authorizations granted by Merchant hereunder; (iv) Merchant’s employees, officers, directors, and agents accessing or using the Glance Platform are duly authorized to access and use the Glance Platform and legally bind Merchant to these Terms; and (v) Merchant and all of its employees, officers, directors, and agents will comply with these Terms, all Applicable Law, and applicable payment industry standards, including, but not limited to, the PCI DSS and Card Network Rules, as such standards may be amended from time to time, in the performance of Merchant’s obligations and exercise of Merchant’s rights under these Terms.

Suspension and Termination

11.1        We may, in our sole discretion, suspend, limit, or terminate Merchant’s access to or use of the Glance Platform for any reason, without notice or liability to Merchant. Merchant may stop using the Glance Platform by providing 30 days’ prior written notice via email to [email protected] Upon the termination of these Terms, Merchant must cease all use of the Glance Platform.

11.2        Termination of Merchant’s access to and use of the Glance Platform will not affect any of Glance’s rights or Merchant’s obligations arising under these Terms prior to such termination. Provisions of these Terms that, by their nature, should survive termination of Merchant’s access to and use of the Glance Platform, including, but not limited to, Sections 2.3, 3, 5.5, 5.6, 6, 8, 9, 10, 12, 13, 14, and 15 will survive such termination.

Disclaimers

12.1        TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GLANCE PLATFORM IS PROVIDED TO MERCHANT HEREUNDER STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND GLANCE HEREBY DISCLAIMS ANY AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE.

12.2        WITHOUT LIMITING THE FOREGOING, GLANCE MAKES NO WARRANTY THAT (I) THE GLANCE PLATFORM WILL MEET MERCHANT’S REQUIREMENTS; (II) THE GLANCE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE GLANCE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (IV) ANY ERRORS IN THE GLANCE PLATFORM WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GLANCE OR ANY OF OUR AUTHORIZED REPRESENTATIVES WILL CREATE ANY WARRANTY.

12.3        MERCHANT HEREBY RELEASES GLANCE (AND OUR EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS) FROM ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN MERCHANT AND A CUSTOMER.

Limitation of Liability

13.1        TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GLANCE, OUR AFFILIATES, OR OUR OR THEIR EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS BE LIABLE TO MERCHANT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, INCLUDING DAMAGES OR COSTS INCURRED AS A RESULT OF A LOSS OF TIME, SAVINGS, PROPERTY, PROFITS, BUSINESS, CONTRACTS, REVENUE, ANTICIPATED SAVINGS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE GLANCE PLATFORM, EVEN IF GLANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2        NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, GLANCE’S AGGREGATE LIABILITY TO MERCHANT FOR ANY CLAIM WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION WILL BE LIMITED TO THE GREATER OF: (I) THE TOTAL AMOUNT OF FEES (IF ANY) ACTUALLY PAID BY MERCHANT UNDER THESE TERMS FOR THE 12-MONTH PERIOD PRIOR TO WHEN THE CLAIM WAS BROUGHT or (II) $1,000.

13.3        IN ADDITION TO AND WITHOUT LIMITING ANY OF THE FOREGOING, GLANCE WILL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, ACTS OF TERRORISM, LABOR CONDITIONS, POWER FAILURES, INTERNET DISTURBANCES, OR SERVICES OR SYSTEMS CONTROLLED BY THIRD PARTIES.

13.4        THE PARTIES AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THESE TERMS ARE ESSENTIAL ELEMENTS OF THESE TERMS AND REPRESENT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES. In particular, MERCHANT understands that we would be unable to provide THE GLANCE PLATFORM to MERCHANT except on these terms and agrees that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed its essential purpose.

Warranty

14.1        Merchant must indemnify, hold harmless, and (at our request) defend Glance, our affiliates, and our and their respective employees, officers, directors, and agents from and against all damages, claims, suits, costs, fines, penalties, liabilities, and expenses (including reasonable attorneys’ fees) that arise from a third party’s claim arising out of or on account of or resulting from: (i) Merchant’s breach or alleged breach of these Terms; (ii) violation of Applicable Law, PCI DSS, or the Card Network Rules by Merchant or its employees, officers, directors, or agents; (iii) infringement of any third-party intellectual property rights by Merchant or its employees, officers, directors, or agents; (iv) Merchant’s tax obligations; and (v) the gross negligence, fraud, or willful misconduct of Merchant or its employees, officers, directors, or agents or any other actions or omissions resulting in liability to us. Glance reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Merchant, in which event Merchant will cooperate in asserting any available defenses.

General Requirements

15.1        Third-Party Payment Processors and POS Companies.

Certain third parties, including, without limitation, Merchant’s payment processor or POS system vendor, may present these Terms and a Merchant Participation Agreement to Merchant for Merchant’s review and acceptance. Such third parties are independent contractors and have no power to bind Glance or incur obligations on its behalf.

15.2        Export.

Merchant may not export or re-export any Glance Software or other technology or materials related to the Glance Platform, either directly or indirectly, without Glance’s prior written consent and any required license from the appropriate governmental agency.

15.3        Audit.

Upon reasonable notice to Merchant, Glance may, either itself or through an third-party auditor, enter Merchant’s premises during Merchant’s normal business hours to inspect and audit Merchant’s POS system, computer systems, network, and records solely to verify Merchant’s compliance with these Terms.

15.4        Governing Law and Jurisdiction.

The validity, interpretation, construction, and performance of these Terms will be governed by the Laws of British Columbia, Canada, without giving effect to the principles of conflict of laws and without reference to rules of arbitration or statutory arbitration. The federal and state courts located in British Columbia, Canada, will be the exclusive venue for any dispute or claim between the Parties, or against any agent, employee, successor, or assign thereof, arising out of or in connection with these Terms, and the Parties hereby consent to the personal jurisdiction of those courts for such purposes.

15.5        Arbitration.

All disputes arising out of or relating to these Terms or the Glance Platform, including without limitation the validity, applicability, and/or enforceability of this provision or any provision herein, shall be resolved exclusively by binding arbitration before a single arbitrator (the “Arbitrator”) in accordance with the procedures set forth herein. The arbitration shall be conducted in British Columbia, Canada, unless the Arbitrator shall determine that that venue is not reasonably convenient to all parties, in which case the Arbitrator shall determine another venue. In the event that the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The Arbitrator shall have authority to issue any and all remedies authorized by law. Any claims shall be adjudicated on an individual basis only, and YOU WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties hereto. In connection with any arbitration proceeding pursuant to this Agreement, unless the Arbitrator shall determine otherwise, each party shall bear its own costs and expenses. Notwithstanding the foregoing, either party may file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction. Glance does not hereby waive any defense that such jurisdiction may be lacking in your state. Without derogation of the parties’ obligation to arbitrate as set forth herein, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to this Agreement or the Glance platform shall be vested exclusively in, and venue shall be laid in, the state or federal courts sitting in British Columbia, Canada, except that, following confirmation of an arbitration award in a state or federal court in British Columbia, Canada, a judgment arising therefrom may be executed in any court of competent jurisdiction.

15.6        Relationship of Parties.

No agency, joint venture, partnership, trust, or employment relationship is created between Glance and Merchant by way of these Terms. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

15.7        Assignment.

Merchant may not transfer or assign these Terms or any license set forth herein, in whole or in part, without Glance’s prior written consent. Glance may assign these Terms without restriction and without Merchant’s prior consent. Any attempted transfer or assignment by Merchant without our prior written consent will be null and void. These Terms will be binding on all permitted assignees.

15.8        Severability.

The invalidity or unenforceability of any provision of these Terms will not affect the validity of these Terms as a whole, and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under Applicable Law.

15.9        Waiver.

The failure by us to enforce at any time any of the provisions of these Terms, to exercise any election or option provided herein, to require at any time Merchant’s performance of any of the provisions herein, or to enforce our rights under these Terms or Applicable Law will not in any way be construed as a waiver of such provisions or rights. The express waiver by us of any provision, condition, or requirement of these Terms will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.

15.10      Entire Agreement.

These Terms, including the Merchant Participation Agreement, constitute the entire agreement between Glance and Merchant, and supersede and replace any prior representations, agreements, negotiations, and understandings between Glance and Merchant, whether written or oral, relating to the Glance Platform. No modification or amendment to these Terms will be binding upon Glance unless approved in writing by a duly authorized representative of Glance; provided, however, that, no representative may modify these Terms by email message.

15.11      Notices.

Glance will send all notices and other communications regarding the Glance Platform to Merchant at the email address Merchant provided in the Merchant Participation Agreement, as may be updated by Merchant. Merchant will be considered to have received a notice from us under these Terms when we send it to the email address we have in our records for Merchant or when we mail such notice to the mailing address provided in the Merchant Participation Agreement, as may be updated by Merchant. Except as otherwise provided in these Terms, all notices to Glance that are intended to have a legal effect must be in writing and delivered either (i) in person at the following address: #400, 200 Granville Street, Vancouver, BC, Canada; or (ii) by a means evidenced by a delivery receipt, to the following address: #400, 200 Granville Street, Vancouver, BC, Canada. All such notices are deemed effective upon documented receipt by us.