1. General

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a.             These Payment Services Terms are herebyincorporated into and made a part of the Hapana Customer General Terms andConditions (https://hapana.com/legal/brand-agreement-terms-and-conditions-us)(the “General Terms”) if any Payment Services are provided to Customeror any Location under an SOW and/or the General Terms and continue untiltermination of the Payment Services in accordance with these Payment ServicesTerms. Any term not otherwise defined herein has the definition set forth inthe General Terms.

b.             In these Payment Services Terms:

“Activity” meansany action submitted by or on behalf of Customer or any Location using thePayment Services, including any communication of data or information aboutTransactions (including any charges or fees), refunds, adjustments, thehandling of disputes (including chargebacks) or other relevant features of thePayment Services;

"Agreement”means, as applicable, Customer’s Agreement with Hapana (as defined in theGeneral Terms and including these Payment Services Terms) and/or any applicableLocation Agreement.

“ApplicableStripe Terms Table” means the table attached as Annexure 1 to thesePayment Services Terms setting out the applicable Stripe entity, StripeServices Agreement and Stripe Privacy Policy as determined based on thegeographic location of the Customer or the relevant Location.

“Stripe” meansthe relevant Stripe entity as determined based on the geographic location ofthe Customer and/or the relevant Location as set out in the Applicable StripeTerms Table.

“Stripe PrivacyPolicy” means the applicable Stripe privacy policy(including any terms and conditions incorporated by reference therein) asdetermined based on the geographic location of the Customer and/or the relevantLocation as set out in the Applicable Stripe Terms Table, which is referencedand linked in the Stripe Services Agreement.

“StripeServices Agreement” means the applicable:

      i.        Stripe terms and conditions (including anyservices agreement or connected account agreement) as determined based on the geographiclocation of the Customer and/or the relevant Location as set out in theApplicable Stripe Terms Table;

     ii.        the Stripe Privacy Policy;

    iii.        any other terms and conditions that are referenced,or incorporated into, any of the above;

   iv.        any other terms and conditions that are requiredby Stripe in connection with using the Payment Services from time to time; and

     v.        each as updated by Stripe from time to time.

“Transaction”means any purchase, sale, donation, order or other transaction processed usingthe Payment Services.

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2. Provision of Payment Services

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a.             Hapana reserves the right to change the providerof the Payment Services and these Payment Services Terms at any time in itssole discretion, subject to the terms and conditions of its agreement with theprovider of the Payment Services.

b.             Subject to Customer’s compliance in full withthe terms of the Agreement, including these Payment Services Terms, and (2)each Location’s compliance in full with the terms of the relevant LocationAgreement, Hapana agrees to arrange for the provision of the Payment Services byStripe on the terms and conditions of the Agreement, including these PaymentServices Terms, and the Stripe Services Agreement.

c.             Customer and each Location acknowledges andagrees that, notwithstanding any provision in the Agreement to the contrary:

      i.        the Payment Services are provided directly by Stripeand its related bodies corporate via an integration through the Online DeliveryPlatform and that Hapana’s only obligations with respect to the PaymentServices under the Agreement are (1) to maintain an agreement with Stripe toallow Stripe to provide the Payment Services in accordance with the Agreement(including these Payment Services Terms) and the Stripe Services Agreement and(2) maintain such integration;

     ii.        Hapana is not providing the Payment Services toCustomer or any Location;

    iii.        Customer and each Location have agreed to theStripe Services Agreement, which has created a direct, binding contractualrelationship with Stripe with respect to the Payment Services;

   iv.        Hapana is not a party to the Stripe ServicesAgreement; and

    v.        Hapana does not provide any warranties,representations or guarantees, and has no liability to Customer or anyLocation, with respect to:

1.    the provision of the Payment Services;

2.    Stripe, its obligations or the performance ofthe Stripe Services Agreement; or

3.    the security or integrity of any data orinformation (including Customer Data) that is provided to Stripe by Hapana orby Customer or any Location.

   vi.        the terms and conditions in these PaymentServices Terms are reasonable and required in order for Hapana to provide Customeror the applicable Location with the ability to access and use the PaymentServices in accordance with this Agreement and to protect Hapana’s legitimatebusiness interests.

d.             Customer and each Location acknowledges andagrees that Customer’s and any Location’s receipt and use of the PaymentServices will be subject to these Payment Services Terms and the terms andconditions of the Stripe Services Agreement and Customer and each Location mustcomply (at their own cost) with these Payment Services Terms and the terms andconditions of the Stripe Services Agreement. Customer further acknowledges thatit has reviewed these Payment Services Terms and the Stripe ServicesAgreement.  

e.             Customer represents and warrants that the personthat has signed the Agreement on behalf of Customer is of suitable age and isauthorized to bind Customer.

f.              Customer must ensure and procure that eachLocation is aware of, has reviewed and agrees to comply with and be bound by,these Payment Services Terms and the terms and conditions of the StripeServices Agreement (including that Stripe is directly providing the PaymentServices) prior to receiving or using the Payment Services. Customer must haveclear evidence of this acknowledgment and agreement from each Location, mustprovide such evidence to Hapana upon request and must ensure that suchacknowledgment and agreement is sufficient under applicable Law (including thatany person that authorizes the acknowledgement and agreed on behalf of aLocation is of suitable age and is authorized to bind such Location).

g.             Customer warrants to Hapana that it has allconsents from each Location that are necessary in order for the PaymentServices to be provided in accordance with the Agreement (including thesePayment Services Terms) and the Stripe Services Agreement, including to allowHapana or Stripe to deduct any necessary amounts from Transactions processed inrelation to such Location and remitting such amounts to Customer, Hapana orStripe, as applicable.

h.             Before using the Payment Services, Customer andeach Location must register with Stripe and create an account in accordancewith the Stripe Services Agreement.

i.               Customer and each Location hereby authorizes andpermits Hapana to:

      i.        access Customer’s and such Location’s(respectively) account with Stripe and any data (as necessary to allow Stripeto provide the Payment Services and to allow Hapana to arrange for suchprovision);

     ii.        create and manage Transactions with Customer’sor such Location’s (respectively) clients; and

    iii.        deduct amounts (for example, fees for using ofthe Services or fees owed by such Location to Customer) from funds payable toCustomer or such Location from Transactions occurring in connection with thePayment Services.

j.               Customer and each Location acknowledge and agreethat Hapana will continue to have access to Customer’s and such Location’saccount with Stripe and will be authorized to perform any relevant functionsdescribed in the Stripe Services Agreement as long as Customer or such Location(respectively) are accessing and/or receiving the Payment Services inconnection with the Agreement.  

k.             Customer and each Location hereby authorize andpermit Stripe to share data with Hapana (as necessary to allow Stripe toprovide the Payment Services and to allow Hapana to arrange for such provision)and acknowledge and agree that Stripe will continue to be authorized to sharesuch data as long as Customer or such Location (respectively) are accessingand/or receiving the Payment Services in connection with the Agreement.

l.               Customer and each Location agree to provide Hapanawith all information (including any personal information) requested by Hapanain connection with the Payment Services (including any information requested onbehalf of Stripe) and irrevocably and unconditionally consent and agree thatHapana may share such information with Stripe for the purposes of providing thePayment Services. Customer and each Location must ensure that all suchinformation must be accurate and complete. Customer and each Location mustprovide all notices to and obtain all necessary rights and consents from theapplicable individuals sufficient to enable Hapana and Stripe to lawfullycollect, use, retain and disclose the Personal Information in the way that thisAgreement, the relevant Location Agreement and the Stripe Services Agreementdescribe. Customer and each Location warrant and represent that it has allnecessary permissions, approvals and consents and has all required notices inplace to provide any such information.

m.            Customer and each Location acknowledge and agreethat Hapana and/or Stripe may refuse to create an account or otherwise limitthe functionality of the Payment Services unless and until Customer and/or theapplicable Location has provided all information to the satisfaction of Hapanaor Stripe in accordance with these Payment Services Terms

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3. Fees for Payment Services

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a.             Customer and each Location are responsible forany charges, penalties, chargebacks, fines or other amounts that may arise as aresult of or in connection with the receipt and use of the Payment Services byCustomer or such Location, including any such amounts imposed or requested byStripe or any third party. In the event Customer or any Location becomes awareof any such charges, penalties, chargebacks, fines or other amounts, it mustimmediately notify Hapana in writing. Customer and each Location must indemnifyand hold harmless Hapana for any such charges, penalties, chargebacks, fines orother amounts.

b.             Customer and each Location hereby authorizes andexpressly permits Hapana and/or Stripe to collect any fees (including any feesrelated to Payment Services) or other amounts owed to Hapana or Stripe under theAgreement, the relevant Location Agreement or the Stripe Services Agreementdirectly from (i) any amounts processed; or (ii) any accounts used, by Customeror any Location in the course of utilizing the Payment Services.

c.             Customer and each Location acknowledges andagrees that the fees charged by Hapana in connection with the Payment Servicesincludes fees charged by Stripe to Hapana. If Stripe increases its fees inrelation to the Payment Services, Hapana may increase the fees payable for thePayment Services accordingly by providing no less than 7 days’ written noticeto Customer.

d.             Hapana is not responsible for independentlyassessing or verifying the collection or deduction of any amounts hereunder. IfCustomer or the Location disputes the collection or deduction by Hapana of anyamount in accordance with these Payment Services Terms, Customer or theLocation (as applicable) must contact the Customer or Stripe (as the case maybe) to resolve such dispute.

e.             Hapana may require an owner or principalassociated with Customer or any Location to sign a personal guarantee in favorof Hapana or Stripe in relation to the Payment Services, including if requiredby Stripe.

f.              Hapana may require (including if required byStripe) Customer or any Location to place funds in reserve or to imposeconditions on the release of funds in relation to the Payment Services.

g.             If a reserve is payable by Customer or anyLocation, Hapana will provide Customer or the relevant Location with notice ofthe amount, timing, and conditions upon which the funds in the reserve will bereleased to Customer or the relevant Location.

h.             Customer and each Location represents andwarrants to Hapana that any bank account provided by Customer or any Locationto Hapana in relation to the Payment Services is (i) located in the samecountry in which the Customer and/or such Location is domiciled;; and (ii) ownedor controlled by Customer or the relevant Location, as applicable.

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4. Assistance and Compliance with Stripe Services Agreement

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a.             Customer and each Location acknowledges andagrees that Hapana may enforce or exercise Stripe’s rights under the Agreementand the Stripe Services Agreement.

b.             Customer and each Location must do all things asmay be notified by Hapana to Customer and each Location from time to time thatare required (as determined by Hapana in its sole discretion) in order forHapana to comply with its obligations under its agreement with Stripe and toallow for the Payment Services to be provided under the Agreement in accordancewith its terms and conditions (including these Payment Services Terms).

c.             Customer and each Location hereby authorizes andpermits Hapana to receive any necessary notices or forms (including taxinvoices) from Stripe in connection with the Payment Services and to providesuch notices or forms to Customer or such Location and that Stripe is notrequired to provide such notices or forms directly to Customer or suchLocation.  

d.             Customer and each Location acknowledge and agreethat Stripe may amend the Stripe Services Agreement at any time upon notice toHapana, Customer and/or such Location (which notice may be provided throughemail, the relevant account with Stripe, any Stripe dashboard or the Stripewebsite) and that any such changes will be binding on Customer and suchLocation seven (7) days after such amendment is made (or a longer period ifrequired by applicable Law). If Customer or any Location does not accept anysuch amendment, it must notify Stripe and Hapana and immediately cease usingthe Payment Services. By continuing to use the Payment Services, Customer andeach Location agree that it is consenting to any such amendments. Customer andeach Location further acknowledge and agree that if Stripe makes any suchamendments, then Hapana may be required to (and is entitled) to make anyamendments to these Payment Services Terms that are required as a result ofsuch amendments by Stripe.  

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5. Use of Payment Services

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a.             Customer and each Location acknowledge and agreethat, as between Hapana, on the one hand, and Customer and each Location, onthe other hand, Customer and each Location are solely responsible for:

      i.        any Activity initiated by or on behalf ofCustomer or such Location (respectively), using its credentials (including anylogins, passwords or API keys);

     ii.        providing support to any client of Customer orany Location (respectively) regarding:

1.    a Transaction; and

2.    the products, services, support, returns,refunds, and any other matter related to Customer’s or any Location’s businessactivities.

b.             Customer and each Location represent and warrantthat it will not use or knowingly permit the use of the Payment Services in amanner that is fraudulent, unlawful, deceitful or abusive.

c.             Customer and each Location agree that it isresponsible and liable for all Activity on its accounts with Stripe(respectively), whether initiated by it or not (including any Transaction, andany Disputes, Refunds, Reversals, Claims or Fines (as such terms are defined inthe Stripe Services Agreement) associated with such Activity) and use of thePayment Services in a manner that is prohibited by the Agreement (includingthese Payment Services Terms) and/or the Stripe Services Agreement). Customerand each Location are directly liable to Hapana and Stripe for any of theforegoing, and either Stripe or Hapana may debit these amounts from Customer’sor such Location’s (respectively) account with Stripe.  

d.             Customer and each Location acknowledge and agreethat where Stripe or Hapana incur any losses based on unauthorized Activityinitiated by Customer or such Location (or any of their employees or agents),Customer or such Location (respectively) will be financially liable for suchlosses and that Stripe or Hapana may (i) deduct such loses from Customer’s orsuch Location’s account with Stripe or (ii) require Customer or such Location(respectively) to immediately pay such losses.

e.             Without prejudice to Customer’s and eachLocation’s obligations under the Agreement and under the Stripe ServicesAgreement, Customer and each Location must obey all Laws applicable to its useof the Payment Services and to any Transactions. Customer and any Location mustnot use the Payment Services to facilitate illegal Transactions or to permitothers to use the Payment Services for non-commercial, personal or householdpurposes.

f.              Customer and each Location acknowledges andagrees that Hapana or Stripe may respond to and comply with any legal processit believes to be valid, including by delivering or holding funds or data asrequired by such legal process. Where permitted by Law, Hapana or Stripe willnotify Customer of such legal process. Hapana is not responsible for, andCustomer and each Location hereby releases and indemnifies Hapana from, anyloss or claim incurred by Customer or any Location arising from Hapana orStripe’s compliance with any legal process in accordance with this clause.

g.             Customer and each Location must not, other thanas required by the Stripe Services Agreement, grant or assign to any thirdparty any lien on or interest in funds that may be owed under the Agreement and/orthe Stripe Services Agreement until the funds are deposited into Customer’s orthe Location’s account (as applicable).

h.             Customer and each Location acknowledges andagrees that supply of the Payment Services under the Agreement is subject tothe network rules as set out in the Stripe Services Agreement, including suchrules provided by Visa, MasterCard, American Express, and Westpac, Cross RiverBank, PNC Bank or Wells Fargo Bank (as applicable).

i.               Customer and each Location must ensure that itdoes not use the Payment Services in violation of the Stripe Services Agreementor for any activity that is expressly prohibited by the Stripe ServicesAgreement (including any activities that are listed on the “RestrictedBusinesses List” set out in the Stripe Services Agreement) or to export thePayment Services to anyone on the U.S. Treasury Department’s list of SpeciallyDesignated Nationals or the U.S. Department of Commerce Denied Persons List orEntity List, or any other restricted list.

j.               Hapana or Stripe may from time to time notifyCustomer and the Locations of an update to the Stripe Services Agreement (whichmay require an update to these Payment Services Terms).

k.             Customer and each Location is responsible forfiling any Tax Information Report (as that term is defined in the StripeServices Agreement) in connection with the Payment Services.

l.               If Customer or any Location is using the StripeTax Services (as defined in the Stripe Services Agreement), Customer and each suchLocation acknowledge and agree that Customer or Location (as applicable)remains fully responsible for, and Stripe and Hapana disclaim all liabilitywith respect to:

      i.        its fulfilment of its obligations under Law,including with respect to Taxes (as defined in the Stripe Services Agreement),and  neither Hapana nor Stripe represent orwarrant that the Stripe Tax Services will enable the it to fulfill itsobligations under any applicable Law;

     ii.        verifying the effect of any tax Lawinterpretations upon which the data and reporting Customer or the Locationreceives through the Stripe Tax Services are based

    iii.        the accuracy of the Tax calculations the StripeTax Services generate, and its obligation to pay any fine, penalty or othersanction imposed by a Governmental Authority (as defined in the Stripe ServicesAgreement) as a result of these Tax calculations; and

   iv.        its action, or failure to act, as result of anydirections or recommendations it receives related to the Stripe Tax Services.

m.            Customer and each Location indemnifies each ofHapana and Stripe from all Taxes and related interest, penalties and fees (ifany) imposed on Hapana, Stripe or their respective Affiliates as a result of:

      i.        Its failure to file any Tax Information Report(as defined in the Stripe Services Agreement); or

     ii.        the provision of the Payment Services under theStripe Services Agreement.

n.             If Customer or any Location is using the StripeTerminal Services (as defined in the Stripe Services Agreement), Customer andeach such Location acknowledge and agree:

      i.        to the maximum extent permitted by Law, Stripeand Hapana will not be liable to the Customer or such Location for losses,damages or costs arising out of or relating to the use of a Stripe TerminalProduct (as defined in the Stripe Services Agreement) with intermittent,limited or no internet connectivity, including a failure to successfullycomplete a Transaction (for example, a client swipes a payment card while theStripe Terminal Product is in “offline” mode, the client departs the placewhere the Stripe Terminal Product is located, and afterwards an errorprocessing the Transaction occurs or the Transaction is declined for any reasonwhen the Stripe Terminal Product is taken off “offline” mode);

     ii.        Hapana or Stripe may from time to time provideCustomer notice of an update to the Stripe Terminal Services. Such notice willstipulate whether such update is mandatory, optional or discretionary. Customermust install (and must ensure that each Location installs) each mandatoryupdate in relation to the Payment Services by the date or within the timeperiod specified in the relevant notice or, if no time or date is specified,withing 30 days of issuing of the notice by Hapana or Stripe;

    iii.        if the Location reproduces any part of theTerminal Services Software in accordance with the Stripe Services Agreement,the Location must not reproduce, alter or otherwise deal with any part of theOnline Subscription Based Services or the Online Delivery Platform; and

   iv.        neither Hapana or Stripe will be obligated toprovide services or support for any Stripe Terminal Services that rely on aversion of the Terminal Services Software (as that term is defined in theStripe Services Agreement) or Stripe Terminal Product that has not been updatedby Customer or the Location (as applicable) in accordance with clause 5.n.ii of thesePayment Services Terms.  

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6. Information and Data

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a.             In connection with the Payment Services:

      i.        Customer and each Location must ensure (and aresolely responsible for) the accuracy and completeness of all data andinformation that it provides to Stripe or Hapana in connection with anyonboarding process or any provisioning of an account with Stripe in connectionwith the Payment Services;

     ii.        Customer and each Location hereby authorizes andpermits Hapana and/or Stripe to retrieve information about Customer and eachLocation (including personal information) from service providers includingcredit and information bureaus;

    iii.        Hapana and/or Stripe may send documents to taxauthorities for Transactions processed using the Payment Services, including asrequired by applicable Law. Customer and each Location acknowledge that Hapana and/orStripe may be required to file periodic informational returns with taxingauthorities in relation to Customer’s or any Location’s use of the Payment Services;and

   iv.        Customer and each Location hereby authorize andpermit Hapana and/or Stripe to use any Customer Data to:

1.    provide the Payment Services to Customer and theLocation, as the case may be;

2.    mitigate and detect fraud and avoid financialloss, or other harm to users, Customer, any Location and Stripe;

3.    analyze, develop and improve its products,systems, and tools;

4.    develop and operate Stripe’s fraud andverification model for the purposes of identifying fraud; and

5.    deliver such Customer Data to Stripe tofacilitate the provision of the Payment Services or otherwise in relation tothe Stripe Services Agreement;

    v.        Customer and each Location hereby agree to cooperatewith Hapana and Stripe to reduce the risk of fraud or other misuse of thePayment Services, includingby providing relevant information to Hapana and Stripe.

   vi.        Customer and each Location hereby authorizeHapana to deliver Customer Data to Stripe to facilitate the provision of thePayment Services or otherwise in relation to the Stripe Services Agreement, andCustomer and Location agree not to withdraw such authorization during the Term;and

  vii.        Customer and each Location must notify Stripeand Hapana where it becomes aware that any of Customer’s or such Location’sdata is accessed or disclosed without permission.

b.             Customer and each Location must promptly notifyHapana of any changes affecting Customer or such Location (as applicable), the natureof its business activities, its tax affairs, its representative, beneficialowners, principals or any other pertinent information. Customer mustimmediately notify Hapana if:

      i.        it experiences or anticipates experiencing a changeof control;

     ii.        it experiences or anticipates experiencing amaterial change in its business or financial condition, including if itexperiences or is likely to be insolvent;

    iii.        the regulatory status of the business for whichyou are using the Payment Services changes, including if it becomes subject, orno longer subject, to regulatory oversight; or

   iv.        any regulatory body has notified it that it or itsbusiness is the subject of investigative action.

c.             Customer and each Location warrant and representthat it has all necessary permissions, approvals and consents and has allrequired notices in place to provide any and all information or data that itprovides to Hapana, Stripe and/or any of their affiliates, agents orcontractors in connection with these Payment Services Terms or the provision,receipt or use of the Payment Services in order to allow Hapana and Stripe tohandle, use, process and transfer such information and data in accordance withthe terms and conditions of the Agreement, including these Payment ServicesTerms.

d.             If Hapana or Stripe believes that a compromiseof data has occurred on the systems of Hapana, Customer or any Location, Hapanaor Stripe may require Customer and each Location to permit an approvedthird-party auditor to audit the security of Customer’s and each Location’s systemsand facilities. Customer and each Location must fully cooperate with allauditor requests for information or assistance. As between Hapana, on the onehand, and Customer and the Locations, on the other hand, Customer and theLocations are responsible for all costs and expenses associated with these audits.

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7. Transactions

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a.             Customer is solely responsible for any losses it(or its Locations) incurs due to:

      i.        erroneous or fraudulent Transactions inconnection with its use of the Payment Services;

     ii.        lost or stolen payment credentials or accounts beingused to purchase products or services from Customer or any Location; or

    iii.        any error with any Transaction (including anyfailure to successfully complete a Transaction) arising out of or relating toCustomer’s or any Location’s intermittent, limited or defective internetconnection, including any Transactions processed in “offline” mode using aStripe Terminal Product (as that term is defined in the Stripe ServicesAgreement)..

b.             Customer and each Location acknowledges andagrees that Hapana may issue a reversal of any payment made in relation to aTransaction if requested by Stripe if such payment is made in breach of theStripe Services Agreement (as determined by Stripe in accordance with theStripe Services Agreement). Customer and each Location agrees that Hapana isnot responsible for, and indemnifies and releases Hapana from, any loss orclaim arising out of or in connection with any reversal processed by Hapana inaccordance with this clause.

c.             Customer and each Location must notify Hapana ofany error with any Transaction within 30 days of Customer or such Locationbecoming aware of such error. If Customer or such Location fails to notifyHapana of such an error within this timeframe, Customer or such Location waivesits right to make any claim against Hapana or Stripe in relation to the relevantTransaction error.

d.             Hapana or Stripe may terminate, refuse,condition or suspend performance of any of the Payment Services, including theprocessing of any Transactions, if it reasonably believes:

      i.        Customer or the relevant Location is in breachof the Agreement, including these Payment Services Terms, or the StripeServices Agreement (or any relevant Stripe policies);

     ii.        Customer’s or the relevant Location’s activitiesare listed on the “Restricted Businesses List” set out in the Stripe ServicesAgreement or otherwise reflect negatively on the brand or reputation of Stripe,Hapana or any of their providers, partners, suppliers or other persons involvedin the provision of the Payment Services; or

    iii.        it or Stripe has obtained conflictinginformation regarding ownership, control or activity of an account used byCustomer or a Location in connection with the Payment Services;

   iv.        it is required to do so in accordance with anapplicable Law or order of a court of competent jurisdiction of governmentalauthority, without needing to determine whether such Law or order is validlyissued or enforceable against Customer or Location (as the case may be);

    v.        the account with Stripe used by Customer or therelevant Location in the course of utilizing the Payment Services has anegative balance;

   vi.        Customer or any Location (as applicable) doesnot do all things required to implement the Payment Services in accordance withHapana’s or Stripe’s requirements;

  vii.        Customer or any Location is engaged in abusiness, trading practice or activity that presents an unacceptable risk toHapana or Stripe;

  viii.        Customer or any Location’s use of the PaymentServices:

1.    is or may be harmful to Hapana, Stripe or anythird party;

2.    presents a level of credit risk that Stripedeems unacceptable;

3.    increases, or may increase, the rate of fraudthat Stripe observes; or

4.    degrades, or may degrade, the security,stability or reliability of the Payment Services or any of Hapana’s or Stripe’ssystems; or

   ix.        the performance of such Payment Services:

1.    may violate the Agreement, including thesePayment Services Terms;

2.    may cause Customer or any Location to breach theStripe Services Agreement, including any Transaction limits imposed in relationto Customer’s or such Location’s account with Stripe; or

3.    may cause Hapana or Stripe to breach theagreement between Hapana and Stripe.

e.             In the event that the account with Stripe usedby Customer or the relevant Location in the course of utilizing the PaymentServices has a negative balance, Hapana may charge to Customer a negativebalance fee of $100.00 per instance.

f.              Customer and each Location must maintainappropriate records of all Transactions for a period of at least five (5) yearsfrom the date of the relevant Transaction.

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8. Termination of the Payment Services

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a.             Hapana may terminate these Payment ServicesTerms with respect to Customer or any Location if:

      i.        Customer or such Location (as applicable)materially breaches these Payment Services Terms, and if such breach is capableof being cured, Customer or such Location fails to cure such breach within 10days of being notified of the breach; or

     ii.        Hapana suspends the Payment Services inaccordance with clause 7.d of thesePayment Services Terms and does not reinstate the Payment Services within 30days.

b.             These Payment Services Terms will terminateimmediately upon the termination of the Agreement.  

c.             These Payment Services Terms will terminateimmediately if Stripe terminates any relevant agreement with Hapana for anyreason.

d.             These Payment Services Terms will terminateimmediately with respect to Customer and any relevant Location:

      i.        upon termination of the Stripe ServicesAgreement with Customer or such Location (as applicable) for any reason; or

     ii.        if Customer’s or such Location’s (as applicable)is closed for any reason or Customer or such Location otherwise fails tomaintain a user account as required by the Stripe Services Agreement.

    iii.        A Location’s right to use the Payment Serviceswill terminate immediately if the applicable Location Agreement is terminated.

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9. Effects of Termination of the Payment Services

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Upon termination of the Payment ServicesTerms in accordance with clause 8 of thesePayment Services Terms:

a.             Customer and each relevant Location must assistHapana and Stripe to complete all pending Transactions;

b.             Customer and each relevant Location must ceaselodging, and Stripe will stop processing, any new Transactions through the PaymentServices;

c.             the provision of the Payment Services (includingany relevant licenses from Stripe) will cease; and

d.             Stripe may (but has no obligation to) delete allCustomer Data provided by Hapana or Customer or any relevant Location to Stripein connection with the Payment Services and stored on the servers of Stripe within10 days of such termination.

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10. Indemnities and Limitations

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a.             Without prejudice to Customer’s and eachLocation’s obligations arising under the Agreement, Customer and each Locationmust indemnify and hold harmless Hapana and Stripe from any loss or claimarising out of:

      i.        Customer’s or any Location’s breach of thesePayment Service Terms or any corresponding terms in the relevant LocationAgreement;;

     ii.        Customer’s or any Location’s breach of, orfailure to enter into (in a binding manner)  or the Stripe Services Agreement

    iii.        any dispute between Customer or such Locationand Stripe (including any disputes arising from use of Customer’s or suchLocation’s data or an Activity by Customer or such Location (respectively) orits employees or agents);

   iv.        any Activity, where initiated by Customer orsuch Location (including any Transaction, or any Disputes, Refunds, Reversals,Claims or Fines (as those terms are defined in the Stripe Services Agreement)) associatedwith such Activity and use of the Payment Services in a manner that isprohibited by the Agreement (including these Payment Services Terms) and theStripe Services Agreement);

    v.        for any taxes and any related interest,penalties and fees in connection with the Payment Services, including any suchtaxes, related interest, penalties and fees arising as a result of a failure totimely file a Tax Information Report;

   vi.        any inaccurate or incomplete informationprovided to Stripe or Hapana as part of the onboarding process. Customer andeach Location are directly liable to Hapana and Stripe for any of theforegoing, and either Stripe or Hapana may debit these amounts from Customer’sor such Location’s (respectively) account with Stripe; and/or

  vii.        any use of the Payment Services in a manner thatis illegal or inconsistent with the Agreement (including these Payment ServicesTerms) and/or the Stripe Services Agreement.

b.             Without prejudice to Customer’s obligationsarising under the Agreement, Customer and each Location must indemnify and holdharmless Hapana and Stripe from any loss or claim arising out of:

      i.        Customer’s or such Location’s breach of thewarranty given in clause 2.e of thesePayment Services Terms; and

     ii.        Customer’s or such Location’s breach of clause 2.f of thesePayment Services Terms.

c.             Without limiting any other provision of theAgreement, Customer and each Location acknowledge and agree:

      i.        that the Payment Services are provided on an “asis” “as available” basis, without any warranties, express, implied orstatutory;

     ii.        the cumulative, aggregate liability with respectto the Payment Services of Hapana and Stripe and their respective employees,agents, providers, partners, suppliers or other persons involved in theprovision of the Payment Services is limited to direct damages and in allevents will not exceed in the aggregate the greater of (1) the total amount offees paid by Customer or the relevant Location to Hapana for the PaymentServices during the three (3) month period immediately preceding the eventgiving rise to the claim for liability, and (2) USD $500;

    iii.        in no event will Hapana or Stripe or theirrespective employees, agents, providers, partners, suppliers or other personsinvolved in the provision of the Payment Services:

1.    be liable for any lost profits, or any indirect,punitive, incidental, special, consequential, or exemplary damages arising outof, in connection with, or relating to the Payment Services, these PaymentServices Terms or the Stripe Services Agreement, including the use of,inability to use, or unavailability of the Payment Services; or

2.    have any liability or responsibility for (a)personal injury or property damage, of any nature whatsoever, resulting fromuse of the Payment Services, (b) damage, loss or injury resulting from hacking,tampering or other unauthorized access to, or use of, the Payment Services,including any unauthorized access to or use of third-party services used inconnection with the Payment Services and/or any personal information storedtherein; (c) interruption or cessation of the Payment Services, (d) software bugs,viruses, trojan horses or other harmful code that may be transmitted to orthrough the Payment Services; (e) errors, inaccuracies or omissions ofinformation, or any damage or losses incurred as a result of errors,inaccuracies or omissions, resulting from the use of the Payment Services; (f)information that is transmitted using the Payment Services that is defamatory,offensive or illegal; and/or (g) conduct of any third party; and

d.             This clause 10 applies to themaximum extent permitted by law, applies during and after the Term, and appliesregardless of the legal or equitable theory on which the claim is based,including contract, tort (including negligence, product liability orotherwise), strict liability or any other basis. The limitations apply even ifthese losses, damages or costs are foreseeable, and even if any party has beenadvised of the possibility of such damage.