USER AGREEMENT – TERMS AND CONDITIONS

Effective as of August 1, 2020
The following terms and conditions shall apply to the use by a customer of the Slipcash, Inc. (“Slipcash”) peer-to-peer (P2P), contact-free, cashless payment products and services, as provided by Slip to such Slipcash customer (“Customer”), each of whom is a “Party” hereunder, and collectively the “Parties” hereto.

Customer acknowledges that Slipcash is engaged in the business of providing peer-to-peer (P2P), contact-free cashless payment products and services to Customers, whereby such Customers (i.e., restaurants) obtain and use Slipcash’s proprietary “Slip Launch Pad” (a “SLP Unit”) and/or other products to allow such Customers (restaurants) to engage in cashless, contact-free P2P payment transactions.

These terms and conditions establish the user agreement between Slipcash and Customer. Customer agrees to comply with all of the terms and conditions in this user agreement. Customer also agrees to comply with such additional policies and each of the other agreements as may be posted on Slipcash.com from time to time that apply to Customer, including but not limited to agreements concerning Slipcash’s privacy policy, consent to receive electronic disclosures, and other such agreements and/or policies.

In order to use the Slipcash products and/or services, Customer must first accept these terms and conditions. If Customer does not or cannot accept these terms and conditions, Customer shall not be permitted to use the Slipcash products and/or services, and Customer should not (and shall not) download or use the Slipcash “app” or otherwise use Slipcash SLP Units or other Slipcash products or services. Customer accepts and agrees to these terms and conditions by using, or continuing to use, the Slipcash “app,” Slipcash SLP Units or other Slipcash products or services.

Slipcash may revise the terms and conditions of this user agreement and any of its other agreements or policies as posted on Slipcash.com from time to time. Any such revised version shall be effective at the time it is posted on Slipcash.com, unless otherwise noted. Slipcash reserves the right to amend this agreement at any time without notice, subject to applicable law. By continuing to use Slipcash goods or services after any changes to this user agreement become effective, Customer accepts and agrees to be bound by those changes.

1. Payment terms. Customer agrees to make payment to Slipcash in accordance with the prices and:or payment terms indicated for the products, plans or programs selected by Customer.

2. Ownership and License. Subject to the other terms and conditions set forth herein, Slipcash hereby grants Customer a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to use the Slipcash “app,” Slipcash SLP Units or other products or services during the Term of this user agreement. Slipcash shall and does retain all rights, title, and interest in and to the Slipcash “app,” Slipcash SLP Units or other Slipcash products or services, and any and all technology and/or intellectual property related thereto (the “Slipcash Technology”). Customer shall cooperate with Slipcash to maintain Slipcash’s ownership of and rights to the Slipcash Technology; to the extent that Customer becomes aware of any unpermitted use of or claims relating to the Slipcash Technology, Customer promptly shall provide notice of any such unpermitted use and/or claims to Slipcash.

3. Term of Agreement. The Term of this Agreement shall be the period during which Customer is using the Slipcash “app,” Slipcash SLP Units or other Slipcash products or services, until Termination as set forth in paragraph 7 below..

4. Sharing of Data and Metrics. Customer and Slipcash generally will share data and metrics with one another concerning Customer’s use of the Slipcash app, Slipcash SLP Units and/or other Slipcash payment products and services, including but not limited to statements, summaries and/or compilations of data concerning aggregate, individual and/or periodic use of the SLP Units (e.g., number of transactions and total dollar amounts of such transactions processed through Slip SLP Units on a daily, weekly or monthly basis). “Data and metrics” means any data or metrics (in any format or context) regarding the usage, performance, or transaction-level information of, from or relating to the Slipcash app, Slipcash SLP Units and/or other Slipcash payment products and services (including without limitation the number and dollar value of transactions completed therefrom or therewith). Such data and metrics shall be treated as Confidential Information pursuant to paragraph 5 below.

5. Confidentiality. The Parties acknowledge and agree they will be providing Confidential Information to one another in connection with Slip-CRA Business Relationship. Such trade secrets and confidential information may include, but are not limited to, data and metrics (as defined above) and any other information concerning each party’s business, business plans, products, services, projects, intangible intellectual property rights, financial information, costs, suppliers, partners, employees, officers, directors, shareholders, and any other information concerning the Party’s respective businesses, its manner of operations, or other data of any kind, nature or description relating to the such business which is not generally known or available to the public. Each Party (including, without limitations, its officers, directors, shareholders, partners, employees, members, managers, and agents) shall preserve and protect the secrecy and confidentiality of the other party’s Confidential Information, and shall not, directly or indirectly, disclose the Confidential Information to any third party at any time, without the other party’s prior written consent. Each Party agrees that the Confidential Information of the other party is, and shall at all times remain, the sole property of the other party. Each Party agrees to use the Confidential Information only in connection with the Slip-Customer business relationship created by this user agreement and/or as instructed by the disclosing party. Except as specifically provided herein, no other use of such Confidential Information is permitted. Confidential Information shall not include information which the receiving party (“Recipient”) can demonstrate: (a) is wholly independently developed by Recipient without the use of Confidential Information; or (b) is known or that becomes known to the general public without breach of this Agreement by Recipient; or (c) was known to Recipient without confidential limitation at the time of disclosure by the disclosing party as evidenced by documentation in Recipient’s possession; or (d) is approved for release by written authorization of the disclosing party, but only to the extent of and subject to such conditions as may be imposed in such written authorization; or (e) is disclosed in response to a valid order to a court, regulatory agents, or other governmental body in the United States or any political subdivision thereof, but only to the extent and for the purposes stated in such order; provided, however, that Recipient shall first notify the disclosing party in writing of the order and cooperate with said party if such desires to seek an appropriate protective order; or (f) is received rightfully and without confidential limitation by Recipient from a third party.

6. Marketing; Publicity. Slipcash grants to Customer, during the Term, a personal, non-exclusive, non-sublicensable, non-transferrable, worldwide, royalty free, license to use the Slipcash trademarks, service marks, trade dress, logos, taglines, slogans, product names, and other similar Slipcash intellectual property (the “Slipcash Marks”) solely for the purpose of promoting, marketing or advertising Customer’s use and/or offering of Slipcash cashless payment transactions. All other rights in and regarding the Slipcash Marks, whether express or implied, are expressly reserved to Slipcash.

7. Termination. This Agreement may be terminated by either Party at any time, for any reason, by thirty (30) days written notice to the other Party. In the event of termination, Customer shall return all SLP Units and/or other Slipcash products or materials to Slipcash and thereafter cease any and all further use of the Slipcash “app,” Slipcash SLP Units or other Slipcash products or services. The obligations and protections for Confidential Information provided in paragraph 5 above, and the provisions of paragraphs 8, 9, 10, and 11 below shall survive and continue after any termination of this Agreement for any reason.

8. Agreement to Arbitrate and Waive Jury Trial. If a dispute arises between Slipcash and Customer regarding this user agreement and/or the Slipcash products or services otherwise, the aggrieved Party shall give prompt notice of such dispute to the other Party, and the Parties thereafter shall make good faith effort to resolve such dispute. If the Parties are not able to resolve such dispute informally, the Parties hereby agree to arbitrate such disputes, and waive jury trial in connection therewith, as follows:

TO THE FULLEST EXTENT ALLOWED BY LAW, THE PARTIES EXPRESS AGREE TO IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL, OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST THE OTHER. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS USER AGREEMENT AND/OR THE SLIPCASH PRODUCTS OR SERVICES MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR LOCATED IN ORANGE COUNTY, CALIFORNIA, WITH EXPERIENCE IN CONSUMER ONLINE PAYMENT SERVICES DISPUTES ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND CALIFORNIA LAW.

The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this user agreement including, but not limited to, any claim that all or any part of this user agreement is void or voidable. Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction (subject to paragraph 9 below). This user agreement and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings.

9. Jurisdiction and Governing Law. The interpretation and enforcement of any term of this Agreement shall be governed by the internal laws of the State of California. The Parties submit to the personal and subject matter jurisdiction of the Courts of the County of Orange, State of California or a Federal Court empaneled in the Central District of California and located in Orange County, California, for the enforcement of any arbitration award (and/or resolution of all legal disputes relating to such award, subject to paragraph 8 above).

10. No warranty. Slipcash provides its products and services under this user agreement “as-is” and without any representation or warranty, whether express, implied or statutory. Slipcash specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

11. Release and Indemnity as to Customer disputes with Third Parties. If Customer has a dispute with any of its patrons, guests or customers, or any other third party, Customer shall (and hereby does) release, indemnify and defend Slipcash from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, Customer expressly waives any protections (whether statutory or otherwise) including but not limited to California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which Customer may know or suspect to exist in its favor at the time of agreeing to this release. Customer acknowledges, and hereby expressly waives, California Civil Code § 1542, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”