SLICE REGISTER AND SLICE PAYMENTS TERMS & CONDITIONS
Last updated on April 16, 2024
Slice Solutions, Inc. (“Slice,” “we,” “us,” or “our”) provides certain point of sale services that include payment processing services. These Slice Register and Slice Payments Terms and Conditions (“Register & Payments Terms”) govern (1) the point of sale service that allows participating merchants to receive orders, process payments, and analyze data (“Slice Register”) and (2) the payment processing service that enables merchants to process in-store payments (“Slice Payments,” together with Slice Register, “Slice Register and Payment Services”). These Register & Payments Terms govern your access and use of Slice Register and Payment Services, which includes any associated software, hardware, documentation, tools, and updates to Slice Register and Payment Services. By agreeing to an ordering document that references these Register & Payments Terms (each, an “Order Form”), you agree to be bound by these Register & Payments Terms. We refer to such Order Forms and these Register & Payment Terms collectively as this “Agreement”. This Agreement is effective between Merchant and Slice as of the date of Merchant’s execution of the first Order Form (the “Effective Date”).
The individual accepting the Order Form on behalf of a merchant customer of Slice (each a “Merchant”) represents and warrants that such individual has the authority to legally bind Merchant and its affiliates to these Register & Payment Terms, and agrees that “you” and “yours” hereunder will refer to the Merchant and/or such individual, as appropriate in light of the context in which the term is used. You represent and warrant that you have the right and authority to bind Merchant to this Agreement and you are not barred or otherwise legally prohibited from accessing or using Slice Register or Slice Payments.
1. License to Access Slice Register and Payment Services
Subject to your compliance with this Agreement and all other terms governing your use of Slice Register and Payment Services or other services offered by Slice, including pursuant to the Restaurant Agreement available at https://slicelife.com/owners/onlinerestaurantagreement (the “Restaurant Agreement”), and as consistent with the services set forth in the Order Form, Slice grants you a personal, limited, non-exclusive, revocable, non-transferable, non-sublicensable, and non-assignable license to access and use Slice Register and/or Slice Payments (as specified in the Order Form) for your internal business use solely to conduct point of sale activities and analyze your Merchant data.
2. Additional Terms and Policies
a. Order Form, Restaurant Agreement and Other Terms
Certain areas and/or products available to you from Slice may have different terms and conditions posted, or they may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Register & Payments Terms and the Restaurant Agreement, the Register & Payments Terms take precedence only to the extent of the conflict. If there is a conflict between these Register & Payments Terms and an Order Form, the Register & Payment Terms takes precedence unless the Order Form expressly provides that it is intended to govern in the event of such conflict or inconsistency.
b. Privacy
You agree to comply with all applicable privacy and data security laws with respect to all Consumer Data (as defined below) you access or otherwise process in connection with the Slice Register and Payment Services. You represent and warrant that any Consumer Data you provide to Slice in connection with the Slice Register and Payment Services was collected and at all times processed and maintained by you or on your behalf in compliance with all applicable privacy and data security laws, including with respect to any applicable obligations to provide notice to and/or obtain consent from Consumers. For purposes of applicable privacy and data security laws, Slice acts as a “processor” or “service provider” of Consumer Data that it processes in connection with the Slice Register and Payment Services. “Consumer Data” means data that identifies, relates to, or is linked or reasonably linkable to individuals (including any data that is defined as “personally identifiable information,” “personal data,” “personal information” or any similar term under applicable privacy and data security laws) collected by Slice in connection with the Register and Payment Services.
Slice does not receive full payment card details in its provision of Slice Register and Payment Services. Slice has engaged a payment processor (“Payment Processor”) that conducts payment processing of transactions submitted through Slice Register and Payment Services. You understand and agree that Slice may share any of your information with our Payment Processor. Please see Section 9 (Additional Terms Governing Payment Processing) for more details.
c. De-identified Data
Slice may aggregate, anonymize, or de-identify Consumer Data such that it no longer constitutes Consumer Data and process such information for its own lawful business purposes, including without limitation for purposes of creating data insights and analytics. Without limiting the foregoing, Merchant agrees that Slice may collect, create, use, and disclose Aggregated Data (as defined below), or de-identified data for its business purposes, including, without limitation, industry analysis, benchmarking, analytics, and marketing. “Aggregated Data” means any data that is derived or aggregated, in deidentified form, from (i) Restaurant Data (as defined in the Restaurant Agreement); or (ii) Merchant’s use of the Register and Payment Services, including, without limitation, any usage data or trends with respect to the Register and Payment Services and its component features and functionalities.
d. Third Party Integrations and Services.
Certain features and functionalities within Slice Register may allow you to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”). Slice does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in Slice Register or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Merchant is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Merchant to use the Third-Party Services in connection with Slice Register.
e. Functionality.
Merchant agrees that its subscription is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Slice regarding future functionality or features. Notwithstanding any terms of this Agreement to the contrary, Slice may modify or update any aspects of the Register and Payment Services in its discretion, including, without limitation, names and descriptions of Register and Payment Services otherwise referenced on Order Forms, and Slice shall only be obligated to provide such modified or updated portion of the Register and Payment Services as Slice deems appropriate. In the event such modification or update results in a material reduction by Slice of the scope, features or functionality of the Register and Payment Services set forth in the Order Form, Merchant may, within thirty (30) days of the effective date of such modification or update, terminate this Agreement upon written notice to Slice. Merchant’s failure to provide notice within such notice period is deemed to be Merchant’s acceptance of Slice’s modification and/or update to the Register and Payment Services. The Register and Payment Services may contain or use third party materials, products or services and Slice reserves the right to replace, supplement or discontinue any such materials, products or services.
f. Sole Solution.
If Merchant has agreed to use Slice Register, Merchant further agrees that, during the Term (as defined below), Merchant shall use Slice Register as its exclusive point of sale system.
If Merchant has agreed to use Slice Payments, Merchant further agrees that, during the Term, Merchant shall use Slice Payments as its exclusive card processing system.
3. Prohibitions
You may not:
Use another business’s Slice account;
Take any action that (a) may unreasonably encumber the infrastructure of Slice Register and Payment Services; (b) interferes or attempts to interfere with the proper working of Slice services, including Slice Register and Payment Services; (c) bypasses measures that are used to prevent or restrict access to Slice Register and Payment Services; (d) circumvents, disables or otherwise interferes with security features of Slice Register and Payment Services; (e) distributes viruses or any other technologies that may harm Slice or its customers; or (f) uses Slice Register and Payment Services in a way that violates any copyrights, trade secrets, or other rights of Slice or any third party, including privacy or publicity rights;
Use Slice Register and Payment Services in any manner that circumvents your obligation to pay Fees (defined herein) owed to Slice;
Store or transmit infringing, libelous, obscene, immoral, vulgar or otherwise unlawful or tortious material through Slice Register and Payment Services;
Access or use Slice Register and Payment Services through any time-sharing service, service bureau, network, consortium, or other means;
Copy Slice Register or its content or any part, feature, function or user interface thereof or access Slice Register and Payment Services or its content in order to build a competitive product or service;
Allow the removal, alteration, covering, or obscuring of any of Slice’s trademarks that appear on Slice Register and Payment Services or its content;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software associated with Slice Register and Payment Services;
Offer or otherwise attempt to resell, license, sublicense, distribute, rent or lease Slice Register and Payment Services;
Engage in fraudulent or illegal conduct, including but not limited to using Slice Register and Payment Services to process unauthorized charges or engage in money laundering;
Use Slice Register and Payment Services from a location not authorized by Slice;
Attempt to indirectly undertake any of the foregoing; or
Engage in any activities when using the Slice Register and Payment Services that violate any applicable laws, regulations or rules.
4. Merchant Responsibilities
Slice Register and Payment Services provides only a payment processing platform. Without limitation, you are solely responsible for:
Fulfilling and delivering orders;
Refunding orders;
Customer service;
Accuracy of any data you provide to Slice;
Paying taxes, fees, and costs associated with your business, including appropriate charging of taxes to your customers;
Reporting, collection, and remitting obligations to applicable governmental authorities in connection with your business;
Handling disputes with your customers, including disputes related to chargebacks;
Notifying your customers or end users of taxes or associated obligations; and
Your collection, handling, and use of any cardholder data, customer information, and other point of sale information collected.
In addition to the terms in these Register & Payments Terms, you otherwise agree to comply with all applicable laws in your use of Slice Register and Payment Services including, without limitation, any consumer protection and privacy laws.
We may use your information to verify your identity and compliance with federal laws and regulations, and you further agree to provide us with additional information reasonably necessary for such verification purposes.
Merchant shall implement and maintain reasonable and appropriate physical, technical, and organizational safeguards to protect Consumer Data that it accesses against loss, theft, misuse, unauthorized access, modification, alteration, destruction or disclosure (“Security Incident”). Merchant will promptly (i.e., within 48 hours) notify Slice in writing in the event any such Consumer Data is subject to a Security Incident, and such notice shall include, at a minimum: (i) a description of the Security Incident, including the types of information impacted by the Security Incident; (ii) steps Merchant has taken and will take to mitigate the impact of the Security Incident and remediate the causes of the Security Incident; and (iii) any other information reasonably requested by Slice. Merchant shall provide Slice with reasonable assistance in responding to such Security Incident, including with respect to notifying impacted consumers and governmental authorities.
5. Merchant Representations and Warranties
Merchant represents and warrants that:
The Merchant is validly existing, and that the Merchant has the right, power, and authority to enter into and perform under these Register & Payments Terms;
Any sales transaction submitted through Slice Register and Payment Services (a) is genuine and arises from a genuine sale or service that the Merchant directly sold or provided; (b) accurately describes the goods or services sold and delivered to a customer; and (c) represents the correct amount of goods or services purchased from the Merchant;
The Merchant will fulfill all of its obligations to each customer for whom a transaction is submitted through Slice Register and Payment Services;
The Merchant will resolve any dispute or complaint from a customer directly with that customer;
Any transactions or other information submitted through Slice Register and Payment Services complies with all laws and regulations applicable to Merchant, including tax laws and regulations and card association rules and regulations;
Except in the ordinary course of business, no sales transaction submitted by Merchant through Slice Register and Payment Services will represent a sale to any principal, partner, proprietor, or owner of the Merchant;
The Merchant will not use Slice Register and Payment Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use Slice Register and Payment Services; and
The Merchant is not engaged in and will not accept payment for any illegal activity.
Merchant shall remain solely responsible for compliance with all applicable laws relating to its transactions with its customers, including without limitation any tax laws and card association regulations.
6. Hardware
Merchant hereby authorizes Slice to access, connect to and manage Merchants devices on which the Slice Register & Payment Services are installed, including Hardware (as defined below), via remote technologies as required for the proper performance of the Register & Payment Services without first contacting Merchant in advance. These activities may include, but are not limited to: (i) updating or changing software drivers; (ii) installing and applying software patches, including updating the Slice Register application; (iii) updating the device operating system, (iv) rebooting devices for support purposes; and (v) starting or restarting application services. Notwithstanding the above, Merchant will notify Slice in advance of any restrictions on remote access, connections or management activities.
The following provisions of this Section 6 (a. – d.) only apply with respect to Hardware acquired by Merchant from Slice prior to April 16, 2024 (the “Hardware Measurement Date”)
a. Shipment and Delivery
Slice will provide you with the hardware specified in the applicable Order Form (collectively, the “Hardware”). Slice will ship the Hardware FOB, Merchant’s point of shipment. Shipments will be made to the address identified by Merchant in the applicable Order Form. Unless specified in an accepted purchase order, Slice will select the mode of delivery and the carrier. Title and all risk of loss of or damage to the Hardware will pass to Merchant upon delivery by Slice to the carrier. Slice will use its commercially reasonable efforts to meet the delivery dates specified in the applicable Order Form, but Slice reserves the right to cancel or delay shipment of the Hardware if Merchant fails to make any payment as provided in these Register & Payments Terms, or otherwise fails to comply with the terms and conditions of these Register & Payments Terms. Slice will not be liable to Merchant or to any other party for any delay in the delivery of the Hardware.
Your use of the Hardware is governed by the terms herein, Slice’s Terms and Conditions, and any other instructions that Slice may communicate to you or any Merchant from time to time (collectively, the “Slice Terms”). You are solely responsible for any use of the Hardware not expressly contemplated in the Slice Terms.
b. Limited Hardware Warranty
Slice warrants that for six (6) months after the installation date (“Warranty Period”), the Hardware will perform in accordance with the specifications provided together with the Hardware. As Merchant’s sole and exclusive remedy and Slice’s entire liability for any breach of this limited warranty, Slice will provide Merchant with the support services described in Section 8 below, or in the applicable Order Form, as applicable. If Slice determines, in its sole discretion, that the Hardware initially provided must be replaced, Slice will communicate to Merchant the procedure to be followed for the return of the original Hardware. Unless otherwise provided by Slice, Merchant shall return the malfunctioning Hardware to Slice within thirty (30) days of Merchant’s receipt of the replacement Hardware. If Merchant does not return the malfunctioning Hardware in accordance with these requirements, Merchant agrees that Slice may either charge or invoice Merchant for the replacement value of the applicable Hardware, and Merchant agrees to pay for such costs within thirty (30) days of the date of Slice’s invoice to Merchant for these costs. Only Hardware returned in accordance with such procedure will be accepted by Slice. Except for damages to Hardware as described in Section 8 that are not caused by you, the risk of damage or loss of Hardware remains solely with you until Slice receives your return. Hardware should be securely packaged during the return process, such as in the original packaging you received. Slice is not responsible for any damage to Hardware during the return shipping process. Replacement Hardware may consist of both new and used components, and is warranted for the unexpired portion of the original Warranty Period. All replacement Hardware becomes the property of Merchant, unless Slice expressly specifies that such replacement Hardware is provided on a temporary basis while the initial Hardware is being repaired. Slice will not be responsible for Merchant’s or any third party’s software, firmware, information, or data contained in or stored on any Hardware returned to Slice, whether under warranty or not.
Notwithstanding the foregoing, Merchant shall take reasonable care of any Hardware, and Merchant is solely responsible for any damage to the Hardware beyond normal wear and tear. If Slice determines in its reasonable discretion that Merchant’s violation of this obligation caused damage to Hardware, you agree that Slice may either charge or invoice Merchant for all costs associated with the repair or replacement of the damaged Hardware, and Merchant agrees to pay for such costs within 30 days of the date of Slice’s invoice to you for these costs.
You shall notify Slice immediately if you learn that Hardware has been lost or stolen. If Hardware has been lost or stolen, you agree that Slice may charge or invoice you for all costs associated with the replacement of the lost Hardware, and you agree to pay for such costs within thirty (30) days of the date of Slice’s invoice to you for these costs.
c. Early Termination and Return of Hardware
Account termination requests within 30 days of installation of the Hardware are eligible for a full refund of the fees paid by Merchant for the Hardware, minus $250 restocking fee to cover inventory cost provided all Hardware are returned within 30 days of account termination, in working resellable condition, as reasonably determined by Slice. You must contact us at owners@slicelife.com to receive a return label for your return. Failure to use the supplied return label may lead to loss of the Hardware, for which Merchant will be solely responsible.
For any account terminations that occur within 12 months of installation of the Hardware, Merchant agrees to pay the original invoiced MSRP Hardware balance in full within 30 days of termination. For any account terminations that occur more than 12 months after installation of the Hardware Merchant must pay any balance on discounted Hardware package within 30 days of account termination.
As is the case for damaged Hardware, the risk of damage or loss of Hardware remains solely with Merchant until Slice receives your return. Hardware should be securely packaged during the return process, such as in the original packaging you received. Slice is not responsible for any damage to Hardware during the return shipping process.
d. Hardware Related Limitations of Liability
THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 6 (HARDWARE) ARE IN LIEU OF, AND SLICE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN CONNECTION WITH THE HARDWARE, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
SLICE’S TOTAL LIABILITY TO MERCHANT IN CONNECTION WITH THE HARDWARE WILL BE LIMITED TO AND WILL NOT EXCEED THE ACTUAL AMOUNTS PAID TO SLICE BY MERCHANT FOR THE HARDWARE. IN NO EVENT WILL SLICE BE LIABLE TO MERCHANT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY HARDWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SLICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS SECTION 6 (HARDWARE) IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
The following provisions of this Section 6 (e. – i.) only apply with respect to Hardware acquired by Merchant from Slice following the Hardware Measurement Date
e. General.
Slice will provide Merchant with the hardware specified in the applicable Order Form (collectively, the “Hardware”). Any Hardware (including, without limitation, printers, tablets or other hardware) provided by Slice will remain Slice’s sole property and Merchant shall only use the Hardware in connection with the Slice Register and Payment Services or other services provided by Slice pursuant to the Restaurant Agreement. Without limiting the foregoing, Merchant’s use of the Hardware is governed by these Register & Payments Terms and any other instructions that Slice may communicate to Merchant from time to time. Merchant is solely responsible for any use of the Hardware not expressly contemplated by these Register & Payments Terms. Merchant will not upload, download or otherwise transmit any material on the Hardware that contains viruses or any other computer code, files or programs that could disable, overburden, impair the proper working order, interrupt, destroy or limit the functionality of the Hardware or the Slice Register and Payment Services. Merchant shall have no right, title, or interest in or to the Hardware except the right to possession and use thereof during the Term and pursuant to the conditions in these Register & Payments Terms. The Hardware shall remain personal property, regardless of whether or not it is affixed to any real property at Merchant’s location. Merchant shall at all times protect and defend, at Merchant’s own cost and expense, the title and interest of Slice from and against all claims, liens, and legal processes of any trustee in bankruptcy, receiver, creditor, or other successor of Merchant and keep the Hardware free and clear from all such claims, liens, processes, and any other encumbrance. Merchant shall not sublease, transfer, or dispose of the Hardware or grant or permit any lien on them. Merchant agrees that it will not mortgage or otherwise encumber the Hardware. The Hardware shall be located in the Merchant’s facility, and neither Merchant, nor its employees shall remove, or permit (by act or omission) the Hardware to be removed from the Merchant’s facility without the prior written consent of Slice. Slice will use commercially reasonable efforts to meet the estimated delivery dates specified in the applicable Order Form, but Merchant hereby acknowledges that such dates are estimates only. Further, Slice reserves the right to cancel or delay shipment of the Hardware if Merchant fails to make any payment due to Slice, or otherwise fails to comply with these Register & Payments Terms or the terms and conditions of any other agreement between Merchant and Slice. Slice will not be liable to Merchant or to any other party for any delay in the delivery of the Hardware. Merchant shall comply with any end user license agreements to which the Hardware is subject. Slice may elect to replace any Hardware with such other Hardware as Slice deems appropriate and Restaurant shall cooperate with Slice with respect to such replacement, including, without limitation, returning Hardware to Slice promptly following Slice’s request. Slice does not support hardware purchased from third party vendors and use of such unauthorized hardware is at your sole risk.
f. Hardware Fee.
In exchange for the provision of the Hardware during the applicable Order Term, Merchant will pay Slice the non-refundable monthly fee set forth in the applicable Order Form. Merchant acknowledges that should these Register & Payments Terms and/or any Order Form be terminated before the end of the Order Term of any applicable Order Form, Merchant will not be refunded for any Hardware Fee already paid to Slice pursuant to the applicable Order Form.
g. Return.
Upon termination of the applicable Order Form or these Register & Payments Terms for any reason, or as otherwise requested by Slice, Merchant shall promptly return the Hardware to Slice, or such third party as designated by Slice, in good working order (at Merchant’s expense), by delivering the Hardware in a manner (packed properly and in accordance with Slice’s instructions) and by such date as Slice shall specify. Slice may charge Merchant, subject to Section 12(c), a restocking fee of up to $100.00 with respect to each item of returned Hardware (the “Restocking Fee”). If Merchant fails to return any item of Hardware to Slice in good working order by such date as requested by Slice then Slice further reserves the right to charge Merchant a fee of up to $349.00 with respect to each such item of Hardware (“Failure to Return Fee”). Slice may, in its sole discretion, automatically authorize Merchant’s credit card, bank account, or other approved facility previously provided to Slice for the amount of the Restocking Fee and/or the Failure to Return Fee, as applicable, or otherwise deduct such amount from the Merchant Deposit Account or Grand Totals (as defined in the Restaurant Agreement) otherwise owed to Merchant. Merchant shall ensure that the Hardware will be returned to Slice free and clear of all claims, liens, processes, and any other encumbrances.
h. Damage or Loss of Hardware.
Merchant shall take reasonable care of any Hardware, and Merchant is solely responsible for any loss of the Hardware or any damage to the Hardware beyond normal wear and tear. If Slice determines in its reasonable discretion that Merchant’s violation of this obligation caused damage to any item of Hardware, then Slice may charge Merchant a $100.00 refurbishment fee with respect to each such item of Hardware or such other amount up to $349.00 per item as Slice deems appropriate given the condition of such Hardware (the “Damaged Hardware Fee”). Merchant shall notify Slice immediately if it learns that Hardware has been lost or stolen. If any item of Hardware is lost or stolen then Slice may charge Merchant a fee of up to $349.00 with respect to each such item of Hardware (“Lost Hardware Fee”). Slice may, in its sole discretion, automatically authorize Merchant’s credit card, bank account, or other approved facility previously provided to Slice for the amount of the Damaged Hardware Fee and Lost Hardware Fee, as applicable, or otherwise deduct such amount from the Merchant Deposit Account or from Grand Totals otherwise owed to Merchant. Merchant is responsible for all costs of shipping in connection with any repair or replacement of Hardware. For the avoidance of doubt, Slice may charge Merchant multiple fees pursuant to this Section 6 and charging a fee under this Section does not preclude charging additional fees under this Section, or any other applicable Section of this Agreement or the Restaurant Agreement, as determined appropriate by Slice.
i. Hardware Related Limitations of Liability
i. SLICE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN CONNECTION WITH THE HARDWARE, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
ii. SLICE’S TOTAL LIABILITY TO MERCHANT IN CONNECTION WITH THE HARDWARE WILL BE LIMITED TO AND WILL NOT EXCEED THE ACTUAL AMOUNTS PAID TO SLICE BY MERCHANT FOR THE HARDWARE. IN NO EVENT WILL SLICE BE LIABLE TO MERCHANT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY HARDWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SLICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS SECTION 6 (HARDWARE) IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
7. Internet Access
Slice Register requires a consistent wired or wireless broadband connection to the Internet. Even where your Order Form includes a Slice-provided wireless router, Slice does not provide Internet access or any related services needed to access the Internet. You are solely responsible for obtaining such connection, and for the payment of any fees that may be imposed by your Internet or telecommunications service provider. Your use of Slice Register and Payment Services accessed wirelessly or through the Internet is subject to: (a) the terms of any agreements you have with your Internet or telecommunications provider; and (b) availability, transmission range, and uptime of your wireless equipment, for which you and your Internet service provider are solely responsible. You agree that Slice shall not bear any liability arising directly or indirectly from or otherwise concerning any termination, suspension, delay or disruption of Slice Register and Payment Services caused by any issues in relation to Merchant’s Internet access, any common carrier, or any third party service provider.
Except as provided in an Order Form, you may use Slice Register and Payment Services to conduct point of sale activities offline. Transactions initiated offline will be queued and submitted for authorization when Internet connectivity to the Register Hardware is restored. We reserve the right to limit the number of offline transactions that may be queued. Unless otherwise specified in an Order Form, offline transactions may not exceed $100 per transaction. You assume all risk, responsibility, and liability associated with any transaction that you conduct while Slice Register is offline.
8. Support Terms
a. Hardware Related Support
If the Hardware does not function as reasonably expected during the term of an active Order Form, you may contact Slice at 888-974-9928. You agree to reasonably cooperate with Slice to troubleshoot the malfunctioning Hardware, including by telephonic support or in-person support. If Slice determines, in its reasonable discretion, that the Hardware should be replaced, Slice will ship replacement Hardware to you, subject to Merchant’s compliance with the return procedure communicated by Slice, and the terms of Section 6 above.
b. Software Maintenance and Update
Slice may perform maintenance on Slice Register, which may result in service interruptions, delays, or errors. Slice will not be liable for any such interruptions, delays, or errors, including without limitation, lost business as a result of such interruptions, delays, or errors.
Slice may, at its discretion, release enhancements, improvements or other updates to any software. If Slice notifies Merchant that such update requires an installation, Merchant shall integrate and install such update into Merchant’s systems within the earlier of (i) 14 calendar days of receipt of such notice or (ii) such other date as indicated by Slice. Failure to install any updates in a timely fashion may impair the functionality of Slice Register. Slice shall have no liability for Merchant’s failure to properly install the most current version of any software or any update, and Slice shall have no obligation to provide support or services for any outdated versions.
Certain software can automatically install, download, and/or deploy updated and/or new components, which may include a new version of the software itself. Merchant shall not, in any event or in any manner, interrupt, delay, or otherwise impede the updating process.
9. Additional Terms Governing Payment Processing
Transactions made through Slice Register and Payment Services will be processed by Adyen N.V. (hereafter “Adyen”). By signing up for Slice Register or Slice Payments, you agree to Adyen’s Terms and Conditions, available at https://www.adyen.com/legal/terms-and-conditions-adyen-for-platforms. You agree that Adyen may provide Slice with access to your data and settings in Adyen’s systems, so that Slice may manage your account and provide Slice Register or Slice Payment services. You shall only use the payment processing services in the legal name of the registered Merchant. You shall not resell, hire or allow third parties to use the payment services available through Slice Register or Slice Payments to enable such third parties to receive payment for their services. You further agree to Adyen’s Restricted and Prohibited Products and Services List (available at https://www.adyen.com/legal/list-restricted-prohibited) and you agree not to use Slice Register or Slice Payments for any product or service that appears on the Restricted and Prohibited Products and Services List. Slice is not responsible for any payment processing, which is conducted by Adyen which is not affiliated with Slice.
As a condition of your use of Slice Register and Payment Services, you further agree to the Acquiring Addendum – Wells Fargo Bank, N.A. (USA) attached hereto.
10. Fees
You will be charged and agree to pay fees to use Slice Register and Payment Services in accordance with the applicable Order Form and these Register & Payment Terms (the “Fees”), which may include transaction fees, hardware fees, recurring subscription fees and other types of fees.
a. Deposit of Transactions and Payment of Fees
You must maintain a deposit account (“Merchant Deposit Account”) to enable Slice or its vendors or partners to deposit proceeds of sales transactions you process through Slice Register and Payment Services (the “Sales Proceeds”). You agree that Slice is not responsible for any delays in deposits of Sales Proceeds due to actions not within Slice’s reasonable control, such as delays caused by banks, hosting providers, payment processors, or other third parties.
You understand and authorize Slice to debit all Fees owed to Slice from the Merchant Deposit Account. You will not change the Merchant Deposit Account without obtaining prior written consent from Slice. If the Fees and other amounts owed under these Register & Payments Terms or a debit for such amounts causes the balance in the Merchant Deposit Account to be less than zero ($0), Slice or its partners may (1) charge an overdraft fee; (2) require that you make a wire transfer to the Merchant Deposit Account within one (1) banking business day of notice; (3) collect under any guaranty, (4) charge the outstanding Fees to any other payment card designated in your Merchant Deposit Account; and/or (5) take any other action authorized by law.
b. Sales Transaction Refunds and Chargebacks
You agree to pay Slice credit card processing fees as set forth in the Order Form. You understand that such credit card transaction fees are not refundable, even if you initiate a refund for a particular sales transaction. Where you initiate a refund for a particular sales transaction, Slice will deduct the amount of that refund from your Sales Proceeds.
You agree to pay chargeback fees as set forth in the Order Form. You understand and agree that you are solely responsible for assessing and disputing any chargebacks, even if Slice assists you in disputing a chargeback. You further understand all chargeback fees are nonrefundable, even if you successfully challenge and reverse a chargeback.
c. Payment Card Authorization
To use Slice Register and Payment Services, we may require you to have a payment card or other payment method associated with your Slice account (the “Account”). You authorize Slice to charge all Fees to the payment method designated in your Account. If there is a problem charging your selected payment method, we may charge any other valid payment method associated with your Account. Slice reserves the right to request additional information from you if we have reason to believe, in our sole discretion, that a payment method may be fraudulent.
If your payment card expires or is replaced by your issuing bank, the card network may provide us with updated card details associated with the same account. We may use these new details in order to help prevent any interruption to Slice Register. If you would like to use a different payment method, please visit your Account settings to update your payment method information. In addition, we may charge another stored payment card if your default payment is declined or no longer available to us.
d. Subscription Fees
By signing or otherwise agreeing to an Order Form that includes subscription fees and providing us with your payment method, you are signing up to an auto-renewing subscription and you agree to pay the fees as described in the Order Form. Except as otherwise explicitly described in an Order Form or where Slice provides advance notice of a change in Fees, your subscription to Slice Register and Payment Services shall automatically renew each period pursuant to the pricing and other terms of the applicable Order Form and these Register & Payment Terms. If we terminate your subscription, we will give you a prorated refund based on the amount of time remaining in any pre-paid subscription; provided, however, that Slice will not be obligated to grant you a refund if we terminate your Account or your subscription because we determine, in our sole discretion, that your actions or use of Slice Register and Payment Services violates these Register & Payments Terms or any other legal agreement between us.
Without limiting any other terms of this Agreement, (i) subscription fees may be drawn from the previous pay period funds accrued by Merchant and, for new Merchants, Slice may draw subscription fees from the next applicable pay period, and (ii) in the event the funds during the pay period are insufficient to cover subscription fees, Merchant authorizes Slice to charge the payment card associated with Merchant’s Slice Account.
e. Delayed Payments, Late Payments, and Penalties
If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, we may suspend your access to Slice Register and Payment Services until we have successfully charged a valid payment method. We may also engage a collection agency/debt collector and you may be subject to a collection action, and payment of collection related fees and costs.
If any amount owed to Slice is not received by Slice by the due date, then without limiting Slice’s rights or remedies, Slice may, in its sole discretion, (i) charge interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. The Order Form may also impose other interest, penalties, or late fees in identified circumstances. By signing or otherwise agreeing to these categories of Fees in the Order Form, you agree that Slice may invoice you in accordance with the Order Form and you will pay such Fees.
f. Disputed Fees
If you dispute any amounts you are charged, you must notify us at owners@slicelife.com in writing within thirty (30) days of incurring the charge that you dispute. If you notify Slice after thirty (30) days, you agree Slice has no obligation to provide any adjustments or refunds. You and Slice shall make good-faith attempts to resolve the dispute within thirty (30) days of your notice to Slice. If the dispute is not resolved within the 30-day period, Slice may, at its option, terminate these Register & Payments Terms immediately or suspend your access to Slice Register and Payment Services.
g. Taxes.
All amounts payable by Merchant to Slice pursuant to this Agreement are exclusive of all local, state, federal and foreign taxes, levies, or duties of any nature (“Taxes”), and all payments to Slice are payable in full without reduction for Taxes. Merchant is responsible for payment of all Taxes, excluding taxes owed by Slice based on Slice’s income. If Slice has the legal obligation to pay or collect Taxes for which Merchant is responsible pursuant to this Section the appropriate amount shall be invoiced to and paid by Merchant, unless Merchant provides Slice with a valid tax exemption certificate authorized by the appropriate taxing authority.
11. Text Messages and Other Telephonic Communications
By signing up for a Slice Register and Payment Services Account and providing Slice with a phone number, you give us your prior express consent to receive telephonic communications, including by text message, from us or our agents to communicate with you regarding your Slice Register and Payment Services account. These may include, for example, fraud alerts, information regarding Fees, and information on the status of any returned Register Hardware. Message and data rates may apply.
By providing such a phone number, you represent that you are the owner or authorized user of the device you associate with your Account, and that you are authorized to approve any applicable charges. You may not consent on behalf of someone else. We and our service provider may receive and store data about text messages exchanged, including the date and time of the text message, your phone number, and the content of the text message.
Merchant may now or in the future have access to outbound communications tools made available by Slice that permit Merchant to draft, schedule, and/or transmit outbound communications to consumers and other third parties, including phone calls, recorded phone messages, text messages, facsimile messages, and electronic mail (collectively, “Communications Tools”). Merchant shall not use the Communications Tools or any services provided by Slice in a manner that violates (i) any law, rule, or regulation, including the Telephone Consumer Protection Act and the CAN-SPAM Act, or (ii) any law, rule, or regulation requiring that consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications, or (iii) any law, rule, or regulation requiring compliance with opt-out requests or “do-not-contact” lists for any data or communications. Merchant expressly acknowledges and agrees that applicable law may restrict Merchant’s use of the Communications Tools, for instance by requiring Merchant to obtain legally sufficient consent from the consumer or other recipient prior to transmitting outbound communications, or by requiring Merchant to honor “opt-outs” from further communications. Merchant shall be solely responsible for ensuring that Merchant’s use of the Communications Tools complies with applicable law, including without limitation obtaining and retaining records of any required consent to communications and honoring “opt-out” requests.
12. Term and Termination
a. Term.
This Agreement commences on the earlier of (i) the Effective Date or (ii) the date on which Merchant first uses Slice Register and Payment Services and continues through the term of all active Order Forms (the “Term”).
b. Service Periods. Slice will provide the specific services identified in an Order Form, which may include the use of Hardware, subject to the terms and conditions of these Register & Payments Terms during the Order Term (as defined below) specified in the applicable Order Form for such service and during any Renewal Term (as defined below). After the initial Order Term (the “Initial Order Term”), or any Renewal Term, ends, unless otherwise specified in the applicable Order Form, the Initial Order Term or Renewal Term, as applicable, for each service identified in such Order Form will automatically renew for additional periods equal in length to the expiring term(each such additional term, a “Renewal Term”), unless either party provides the other with at least 30 days’ prior written notice of its intent not to renew the Initial Order Term or Renewal Term, as applicable, for such service.
If no Order Term is specified for a service in the Order Form, the IInitial Order Term for such service will be one month, and such Order Term will renew for consecutive one-month periods unless either party provides the other with at least 30 days’ written notice of its intent not to renew the then-current period. For purposes of these Register & Payment Terms, the “Order Term” means the applicable period specified in an Order Form during which Slice will, as the case may be, provide the services specified in the Order Form to Merchant.
c. Termination by Merchant.
Upon any material breach of these Register & Payment Terms by Slice that is not cured during a thirty (30) day period following written notice thereof from Merchant to Slice, Merchant may, without prejudice to any of its other rights and remedies, terminate these Register & Payment Terms and the related Order Form. Merchant may also terminate this Agreement in accordance with the terms of the Order Form.
d. Termination by Slice.
Slice may terminate this Agreement, any Order Form and/or these Register & Payment Terms for any reason or no reason upon thirty (30) days’ prior written notice to Merchant. In addition, this Agreement, each Order Form and/or these Register & Payment Terms is terminable immediately by Slice if Merchant: (i) voluntarily institutes insolvency, receivership, or bankruptcy proceedings; (ii) is involuntarily made subject to any bankruptcy or insolvency proceeding; (iii) makes an assignment for the benefit of creditors; (iv) undergoes any dissolution or cessation of business or (iv) violates any of its obligations under this Agreement, including, without limitation, those set forth under Section 3 of these Register & Payment Terms.
Notwithstanding the foregoing, Slice may permanently or temporarily terminate, suspend, or otherwise refuse to permit Merchant’s access to Slice Register and Payment Services without any notice and liability for any reason, including if in Slice’s sole determination Merchant violates any provision of these Register & Payments Terms.
e. Effect of Termination.
Upon termination of these Register & Payments Terms for any reason, Merchant must immediately stop using Slice Register and Payment Services and Merchant’s license to use Slice Register and Payment Services provided under these Register & Payments Terms shall end. Upon Merchant’s termination of these Register & Payments Terms, Merchant may access and export certain data from its Account for up to 30 calendar days. After 30 calendar days, Slice will not be liable to Merchant or any third party for termination of access to Slice Register and Payment Services or deletion of Merchant’s Account data.
Sections 2(a)-(d), 3, 4, 5, 6(e-i), 9, 10, 11, 12, 13, 14, 15, 16,17, 18 and 19 survive termination of your Account, these Register & Payments Terms or this Agreement.
13. Disclaimers
USE OF SLICE REGISTER AND PAYMENT SERVICES IS AT YOUR OWN RISK AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLICE REGISTER AND PAYMENT SERVICES ARE PROVIDED "AS IS" AND SLICE DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, INCLUDING ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT SLICE REGISTER AND PAYMENT SERVICES WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT SLICE REGISTER AND PAYMENT SERVICES IS SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR DOES NOT INFRINGE THE RIGHTS OF ANY PERSON.
WITHOUT LIMITING THE FOREGOING, SLICE WILL NOT BE LIABLE FOR (A) ANY FAILURE, DISRUPTION, OR MALFUNCTION OF SLICE REGISTER AND PAYMENT SERVICES, OR ANY COMMUNICATIONS NETWORK, FACILITY OR EQUIPMENT BEYOND SLICE'S REASONABLE CONTROL; (B) MERCHANT’S FAILED ATTEMPTS TO ACCESS SLICE REGISTER AND PAYMENT SERVICES OR TO COMPLETE TRANSACTIONS VIA SLICE REGISTER AND PAYMENT SERVICES; OR (C) ANY FAILURE TO TRANSMIT, OBTAIN OR COLLECT DATA OR FOR HUMAN, MACHINE OR SOFTWARE ERRORS OR FAULTY OR ERRONEOUS INPUT BY MERCHANT.
THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
14. Limitations of Liability
IN NO EVENT SHALL SLICE OR ITS AFFILIATES OR ANY OF SLICE’S OR ITS AFFILIATES RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SLICE’S AND ITS AFFILIATES CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES (COLLECTIVELY “LOSSES”) FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THE AMOUNT PAID BY MERCHANT TO SLICE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
15. Indemnity
You are responsible for your use of Slice Register and Payment Services, and you agree to defend (at Slice’s option), indemnify, and hold harmless Slice and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against any Losses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (a) your violation of any of these Register & Payments Terms or any legal agreement between us; (b) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party, including any of your customers; (d) any activities under your Account; (e) negligent or willful misconduct of Merchant or any of its officers, directors, employees, contractors, consultants, service providers, or agents; (f) Merchant’s failure to maintain reasonable security in connection with the use of Slice Register and Payment Services; or (g) Merchant’s violation of any applicable law.
Slice reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of that claim. If the defense or settlement is assumed by you, Slice may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim that you are defending on behalf of Slice without Slice’s prior written consent.
You agree that the provisions in this Section will survive any termination of your Account, these Register & Payments Terms or any Order Form, or your access to Slice Register and Payment Services.
16. Modifications to Register & Payments Terms
We may update or modify these Register & Payments Terms at any time without prior notice, and such changes will be effective immediately upon being posted. In the case of material changes to these Register & Payments Terms, we will make reasonable efforts to notify you of the change, such as through sending an email to the address you may have used to register for an Account, through a notice in your Account, or other similar mechanism.
17. Intellectual Property
a. Reservation of Rights.
Nothing in this Agreement or the performance thereof will operate to grant Merchant any right, title or interest, whether by implication, estoppel or otherwise, in or to the Slice IP (as defined below), other than the limited rights expressly granted to Merchant hereunder. As between the parties, Slice exclusively owns, and reserves all rights, title, and interest in and to the Slice IP. “Slice IP” means the Intellectual Property (as defined below) owned by Slice, including, but not limited to, trademarks, trade names, service marks, logos, and/or service names, Slice Register, all content made available thereon, all improvements, modifications or derivative works thereof, and all Intellectual Property rights in any of the foregoing. “Intellectual Property” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all applications, renewals, extensions and restorations therefore, and any and all other intellectual property and proprietary rights, whether now or hereafter in force or effect worldwide.
b. License to Merchant Data.
Merchant grants to Slice and its affiliates a worldwide, non-exclusive, royalty-free, fully paid-up license to access, use, modify, translate, process, copy, distribute, perform, export and display Merchant Data (as defined below) as necessary (i) for Slice to provide, maintain, and update the Register and Payment Services; (ii) to prevent or address service, security, support, or technical issues; or (iii) as otherwise authorized by Merchant. Merchant is solely responsible for Merchant Data, including, without limitation, its accuracy, quality, content and legality, the means by which it is acquired, and any transfer of Merchant Data in connection with or outside of the Register and Payment Services by Merchant or any third party authorized by Merchant. Without limiting the foregoing, Merchant represents and warrants that it has secured all rights in and to Merchant Data as may be necessary to grant the license to Merchant Data, and for Slice to perform the Register and Payment Services using Merchant Data. As part of this representation and guarantee, Merchant represents and warrants that it either owns the copyright or other Intellectual Property rights to any images or other Merchant Data provided to Slice to perform the Register and Payment Services, or Merchant has acquired all necessary worldwide, fully paid-up license rights for Slice to perform the Register and Payment Services using the Merchant Data. Merchant will provide Slice written proof of ownership or sufficient license rights to Merchant Data upon demand. “Merchant Data” means the content and information submitted or otherwise made available by Merchant to Slice in connection with the Register and Payment Services, including, without limitation, product listings, menus, photographs or images, customer lists, and other Intellectual Property owned by or licensed to Merchant.
c. License to Feedback.
Merchant grants to Slice and its affiliates a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Merchant relating to the Register and Payment Services or any other Slice product or service without obligation or restriction of any kind.
d. License to Merchant’s Trademarks and Merchant Marketing Materials.
Merchant grants to Slice and its Affiliates a worldwide, royalty-free license to use and display any of Merchant’s Trademarks (as defined below) and all Merchant Marketing Materials (as defined below) in connection with Slice’s performance of the Register and Payment Services, to disclose that Slice provides services to Merchant, to market and promote Merchant’s products and other promotional activities undertaken by Slice relating to the Register and Payment Services. Merchant is solely responsible for obtaining all necessary rights, permissions, consents, and licenses necessary for Slice to use third party materials contained in Merchant Marketing Materials in accordance with this Agreement. For purposes of this Agreement, “Trademarks” means, trademarks, trade names, service marks, logos, and/or service names and “Merchant Marketing Materials” means product listings, menus, photographs, images, advertising or marketing materials submitted or otherwise made available by Merchant to Slice in connection with the Register and Payment Services.
18. Confidentiality
a Definition of Confidential Information.
“Confidential Information” means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of its disclosure. Except as otherwise specifically provided in this Agreement, Slice’s Confidential Information includes designs and processes used in the performance of the Register and Payment Service, its business and marketing plans, technology and technical information, product plans and designs, business processes, development tools and processes, computer printouts, computer programs, design drawings and manuals, and Intellectual Property of any kind of nature, plans for future development and new product concepts, contemplated products, research, development, and strategies disclosed by Slice. However, Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party who rightfully possesses the information without confidential or proprietary restrictions, or (iv) was independently developed by the Receiving Party.
b. Protection of Confidential Information.
Except as otherwise specifically provided in this Agreement, each party covenants and agrees that it will not disclose to any person or entity any Confidential Information of the other party, except as necessary in the performance of the terms of this Agreement. Each party covenants and agrees that it will: (i) not use any Confidential Information of the Disclosing Party except as necessary to fulfill its obligations or exercise its rights under this Agreement; (ii) use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information (but not less than reasonable care); (iii) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, service providers and contractors who need to access such Confidential Information for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Liability for damages due to disclosure of the Confidential Information by any such third party shall be with the party that disclosed the Confidential Information to the third party. Either party may disclose the terms of this Agreement or any Order Form (i) in confidence, to its legal counsel, accountants, insurers, banks, and financing sources and their advisors; (ii) in confidence, in connection with the enforcement of this Agreement; or (iii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like, provided that a party that makes any such disclosures will remain responsible for the recipient’s compliance with this Section. For the avoidance of doubt, Slice may refer to Merchant as a user of its Services and use the Merchant’s Trademarks and basic facts about the Services purchased by Merchant for the purpose of referencing Merchant as a client of Slice on its website and in its sales presentations, marketing collateral, press releases, case studies and other similar marketing materials.
c. Compelled Disclosure.
Notwithstanding any term of this Agreement to the contrary, Slice may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant or other legal order or request (“Legal Process”) that Slice believes is valid and Slice may deliver or hold any funds or information (including any of Merchant’s Confidential Information) as requested pursuant to such Legal Process. Slice may use its reasonable efforts to contact Merchant regarding the validity of any alleged lien but is not obligated to do so. Slice is not responsible for any losses, whether direct or indirect, that Merchant may incur as a result of Slice’s response or compliance with a Legal Process, whether or not such Legal Process is valid, and Merchant waives all claims against Slice for withholding any funds otherwise due Merchant if Slice reasonably determines such funds may be owed to a third party, as set forth in such Legal Process.
19. Miscellaneous
Assignment. Neither party may assign or transfer this Agreement, by operation of law or otherwise without the other party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, Slice may assign or transfer this Agreement to a third party that succeeds to all or substantially all of its business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns.
Governing Law; Jurisdiction This Agreement, including, without limitation, any Addendum hereto, shall be governed by and construed in accordance with the laws of the State of New York. Each party hereby submits to the exclusive jurisdiction of any state or federal court sitting in New York County, State of New York, United States of America for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereunder. The parties expressly submit and consent in advance to such exclusive jurisdiction in the aforementioned courts, and each party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue or forum non convenience.
Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) when sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party; or (iv) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses specified by either party to the other party in accordance with this Section.
Waiver. Either party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party granting the waiver.
Entire Agreement. This Agreement, including its schedules, addendums and exhibits, if any, is the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.
Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.
Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) to the extent the failure or delay is due to causes beyond its reasonable control, including, but is not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, disease, riot, acts of God or governmental action.
Non-Exclusive Remedies. Except as expressly set forth in this Agreement, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
Acquiring Addendum - Wells Fargo Bank, N.A. (USA)
Introduction: Scope and applicability. This Acquiring Addendum is applicable to Merchants: (1) who are an entity established in the United States; (2) who entered into a Merchant Agreement with Adyen N.V. for the provision of payment services (the “Merchant Agreement”); and (3) who have card transactions acquired via Adyen (the “Sponsored Acquiring Services”) under the acquiring licenses of WELLS FARGO BANK, N.A. (“Member”), a member of various card schemes such as Visa and MasterCard (the “Card Schemes”). This Acquiring Addendum constitutes a separate legally binding contract between Merchant, Member and Adyen applicable to the Sponsored Acquiring Services. As between Adyen and Merchant, the terms of the Merchant Agreement also apply to the Sponsored Acquiring Services, provided that where a conflict exists between the Merchant Agreement and this Acquiring Addendum, the terms of this Acquiring Addendum will take precedence where it concerns the Sponsored Acquiring Services. Merchant acknowledges that Member’s obligations in connection with the Sponsored Acquiring Services are limited solely to acting, under Member’s acquiring license, as an acquirer of record for Merchant’s payment transactions on Adyen’s behalf. All other obligations relating to the provision of the Sponsored Acquiring Services (other than those of Merchant) are the responsibility of Adyen. Merchant agrees that, for the Sponsored Acquiring Services for which Member will be the acquirer of record in the United States, Member is a party to the Merchant Agreement for that purpose and for that part of the Merchant Agreement only. This Acquiring Addendum is entered into by the parties to satisfy the requirement of the owners of the Card Schemes and Member that Merchants wishing to accept card payments via such Card Schemes commit to comply with the terms prescribed by the Card Schemes regarding the processing of payments via the Card Schemes (the “Scheme Rules”).
Agreement to comply with Scheme Rules Merchant hereby agrees to comply with applicable laws, the applicable Scheme Rules as set by the Card Schemes and as modified by the Card Schemes from time-to-time, with respect to the use of the Sponsored Acquiring Services by Merchant. Merchant is advised and agrees that pursuant to the Scheme Rules, among other requirements: (1) transactions may be made subject to chargebacks (leading to an obligation for Merchant to return funds received for such transaction); (2) settlement of funds for processed transactions may be delayed or withheld; (3) the Sponsored Acquiring Services may be suspended or terminated; and/or (4) fines for violations of applicable law or Scheme Rules may be payable. Further information on applicable Scheme Rules is published on the websites of the Card Schemes (usa.visa.com/merchants/merchant-support/international- operating-regulations.jsp and www.mastercard.com/us/merchant/support/rules.html) and further guidance on Scheme Rules is made available by Member via Adyen to Merchant. However, Merchant acknowledges and agrees that it shall be subject to the requirements of applicable law and Scheme Rules and, regardless of whether Member has advised Merchant through Adyen or Merchant is otherwise aware of such requirements.
Settlement via Member Funds received from the Card Schemes for payment transactions acquired via the Sponsored Acquiring Services will be received from the Card Schemes and credited to bank accounts held by Member and paid out to Merchant directly from such bank accounts. Merchant hereby authorises Adyen to, and authorises Member to allow Adyen to, initiate debits or credits to such accounts related to the funds resulting from settlement of Merchant’s payment transactions acquired via the Sponsored Acquiring Services. Without limiting the generality of the preceding sentence, Merchant hereby authorises Adyen to, and authorises Member to allow Adyen to, initiate debits to such accounts or otherwise withhold amounts from such funds (including for refunds, adjustments, chargebacks, fines, fees, other amounts due to Adyen or Member, any applicable reserve amounts, and any other obligation of Merchant or as otherwise provided under the Merchant Agreement or this Acquiring Addendum), pursuant to the terms of the Merchant Agreement or this Acquiring Addendum. Fees No fees are payable by Merchant to Member hereunder. The fees and other charges payable by Merchant for use of the Sponsored Acquiring Services are fully set out in the Merchant Agreement and are payable by Merchant to Adyen pursuant to the terms thereof.
Term and termination This Acquiring Addendum is effective upon the date Merchant signed the Merchant Agreement to which this Acquiring Addendum is attached or the date Merchant otherwise agrees to this Acquiring Addendum, and continues so long as Merchant uses the Sponsored Acquiring Services via the services of Adyen. This Acquiring Addendum will further terminate automatically upon any termination or expiration of the Merchant Agreement. This Acquiring Addendum may be terminated by Member or Adyen with immediate effect at any time by giving writing notice in case of: (i) a material breach of any of Merchant obligations under this Acquiring Addendum, the Merchant Agreement, applicable law and/or the Scheme Rules, or (ii) the termination of the agreement between Adyen and Member relating to the Sponsored Acquiring Services. Upon termination of this Acquiring Addendum, those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive.
Liability Limitation and Indemnification TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMBER SHALL NOT BE LIABLE TO MERCHANT UNDER ANY THEORY OF LIABILITY. ADYEN ASSUMES RESPONSIBILITY FOR THE PROVISION OF THE SPONSORED ACQUIRING SERVICES TO THE MERCHANT PER THE TERMS AND LIABILITY LIMITATIONS SET OUT IN THE MERCHANT AGREEMENT. MEMBER IS NOT RESPONSIBLE OR LIABLE TO MERCHANT FOR ANY ACT OR OMISSION OF ADYEN TOWARD MERCHANT OR ADYEN’S PERFORMANCE OF THE SPONSORED ACQUIRING SERVICES. MERCHANT AGREES TO INDEMNIFY AND HOLD MEMBER HARMLESS FROM AND AGAINST ALL LOSSES, LIABILITIES, DAMAGES AND EXPENSES RESULTING FROM AND/OR ARISING OUT OF ANY BREACH OF ANY OBLIGATION BY MERCHANT OF THE TERMS OF THIS ACQUIRING ADDENDUM, THE MERCHANT AGREEMENT, APPLICABLE LAW AND/OR THE SCHEME RULES, EXPRESSLY INCLUDING ANY FINE OR OTHER CLAIM MADE AGAINST MEMBER BY A CARD SCHEME AS A RESULT OF SUCH BREACH.
Changes to Acquiring Addendum Member or Adyen may amend this Acquiring Addendum at any time by Adyen providing written notice to Merchant where Member or Adyen in its/their reasonable discretion deems the amendment to be necessary to ensure compliance with applicable laws, and/or Scheme Rules. The revised version will be effective 30 days after the date of such notice, unless otherwise specified in such notice. Merchant will be considered to expressly consent to all changes to the Acquiring Addendum if Merchant continues to use the Sponsored Acquiring Services after the effective date of the change.
Waiver The failure of a party to assert any of its rights under this Acquiring Addendum, including the right to terminate this Acquiring Addendum in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this Acquiring Addendum in accordance with its terms.
Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between Adyen, Member and/or Merchant by way of this Acquiring Addendum. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors.
Severability Whenever possible, each provision of this Acquiring Addendum will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Acquiring Addendum.
Merchant Details:
As recorded on the Merchant Registration Form
Appendix to this Acquiring Addendum:
Appendix 1 – Member disclosures Wells Fargo Bank
Appendix 1 - Member Disclosures Wells Fargo Bank
Member contact information: WELLS FARGO BANK, N.A. may be contacted by mail at: 1200 Montego, Walnut Creek, CA 94598 and by phone at (925) 746-4167.
Adyen contact information: ADYEN N.V. may be contacted by mail via its US subsidiary Adyen Inc. at 274 Brannan Street, Suite 600, San Francisco, CA 94107 and by phone at (415) 957 1000
Important Member Responsibilities:
A. Member is the entity approved to extend acceptance of Card Scheme products directly to you.
B. Member must be a principal (signer) to the relevant Acquiring Addendum.
C. Member is responsible for educating you on pertinent Visa and MasterCard Rules with which you must comply; but this information may be provided to you by Adyen.
D. Member is responsible for and must provide settlement funds to you.
E. Member is responsible for all settlement funds prior to funding you (or Adyen as your agent).
Important Merchant Responsibilities:
A. Ensure compliance with cardholder data security and storage requirements.
B. Maintain fraud and chargebacks below Card Scheme thresholds.
C. Review and understand the terms of the Acquiring Addendum.
D. Comply with Visa and MasterCard rules.
The responsibilities listed above do not supersede terms of the Merchant Agreement or this Acquiring Addendum and are provided to ensure Merchant understands some important obligations of each party and that Member is the ultimate authority should Merchant have any problems.