These Terms of Use and License Agreement for Patron’s Use of the PayLink Solution ("Terms of Use") is by and between Payment Logistics Limited, located at 11011 N Torrey Pines Rd #250, La Jolla, CA 92037 (“PL”) and the customer or patron who uses PayLink (“Patron” or “you”).

  1. RECITALS
    1. WHEREAS PL, in conjunction with various financial institutions and upstream providers, provides merchant account services and related services that enable merchants who use the services of PL (“Merchants”) to accept credit card, debit card and related payments from consumers (the “Merchant Account Services”)
    2. WHEREAS PL provides, among other products and services, a product referred to as PayLink, which is a program designed to allow Merchants to digitally connect with Patrons such as you to facilitate commerce through various modules, which modules may include, but are not limited to, the following: A) Digital Mobile Checkout; B) Kiosk Pay; C) In-store Patron Ordering; D) Staff Ordering; E) Digital Receipts; F) Wait-List Paging; G) Digital Feedback Survey; H) Online Ordering; I) Loyalty; J) Traditional Pay-at-the-Table; and K) Third Party Integration Interface. PayLink, in whatever form or module it is used, along with any other information in any form provided concerning PayLink, shall be referred to herein as the “PayLink Solution”;
    3. WHEREAS, by using the PayLink Solution or entering your personal information into PayLink, you are agreeing to the terms and conditions set forth herein.
    4. WHEREAS, these Terms of Use include an agreement to resolve disputes by arbitration, which means that PL and you waive the right to trial by jury and agree to resolve any and all disputes through binding arbitration on an individual basis.
  2. ACCEPTANCE If you are an individual, you must be 18 years of age and legally capable of entering into contracts to use PayLink Solution. Patron, and any individuals or entities acting on behalf of Patron, shall have deemed to have accepted these Terms of Use upon clicking to accept these Terms of Use, upon providing personal information in the course of using the PayLink Solution, or upon using the PayLink Solution in any manner. Patron, by using the PayLink Solution in any manner, confirms and ratifies that the individual who accepted these Terms of Use on your behalf was authorized to do so.
  3. TERMS You agree:
    • To use the PayLink Solution only in a manner that does not violate these Terms of Use or the rights of any third parties;
    • Not to infringe on the intellectual property rights of any third parties in the course of using the PayLink Solution.
    • To provide true, accurate, current, and complete information when requested.
    • The use of our trademarks (whether registered or unregistered), logos, or other intellectual property is prohibited without our express written consent.
    • To comply with all state, federal, and local laws and credit card industry rules and regulations.
    • You shall only use the PayLink Solution to pay for a legitimate product or service purchased from one of our Merchants; you may not use the PayLink Solution to transfer money or pay for a product unrelated to the purchase of a product or service from a Merchant offering PayLink.
    • Not to upload, post or otherwise transmit through the PayLink Solution any content that contains any viruses, trojan horses, time bombs, or any other harmful programs or elements.
    • Not to provide false information about yourself to us, impersonate any other person, collect information about other users, or otherwise attempt to mislead others about your identity or the truthfulness or accuracy of the data you transmit through the Services.
    • Not to damage, disable, disrupt, overburden, interfere with, or attempt to gain unauthorized access to any portion of our Services, computer systems, servers or networks, or any other person’s use and enjoyment of the Services.
  4. PATRON’S DATA The parties acknowledge that in the course of Patron using the PayLink Solution, Patron will provide certain personal information of Patron, such as cell phone number, name, credit card information, and other personal information (“Patron Data”). Patron agrees that PL and Merchant may use and share the Patron Data in order to provide services for the PayLink Solution, including but not limited to all Patron Data collected through the operation and implementation of the PayLink Solution, and that PL may use the Patron Data in accordance with PL’s privacy policy. PL retains the right to sell or share your personal information. If you enroll in or participate in any loyalty and/or rewards programs that any Merchant offers through the PayLink Solution, you expressly agree to these Terms of Use as part of an such loyalty or rewards program.
  5. NO WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY
    1. Indemnification. Patron agrees to indemnify, defend, and hold harmless PL, its employees and agents, from and against any loss, liability, damage, penalty or expense (including attorneys' fees, expert witness fees and cost of defense) PL may suffer or incur as a result of, or arising from: (i) your failure to comply with these Terms of Use, (ii) your violation of the rights of any third party, or (iii) your negligence.
    2. DISCLAIMER OF ALL WARRANTIES. PL PROVIDES THE PAYLINK SOLUTION "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. PL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PL OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF PL’S OBLIGATIONS.
    3. LIMITATION OF LIABILITY. PL SHALL NOT BE LIABLE TO YOU OR ANY OF YOUR AGENTS, OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PAYLINK SOLUTION WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF PL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL PL’S TOTAL LIABILITY TO YOU, ANYONE ACTING ON YOUR BEHALF, OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE PAYLINK SOLUTION EXCEED ONE HUNDRED DOLLARS ($100.00), REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE. YOU AGREE THAT PL IS NOT LIABLE IN ANY WAY FOR THE ACTS OR OMISSIONS OF ANY OF PL’S MERCHANTS WITH WHOM YOU INTERACT AS PART OF ANY TRANSACTION. YOU ACKNOWLEDGE THAT PL IS RELYING ON THESE LIMITATIONS IN AGREEING TO PERMIT YOUR USE OF THE PAYLINK SOLUTION.
  6. ALCOHOLIC BEVERAGES Certain Merchants may hold alcoholic beverage licenses and sell alcoholic beverage products. The Merchant holding the alcoholic beverage license must approve your purchase before the purchase will be finalized, and only upon acceptance of the order by the Merchant will your payment method be charged. The portion of the funds charged to your payment method which pertains to your alcoholic beverage product purchase will be held in an account for the benefit of the alcoholic beverage supplier in compliance with applicable law. PL acts as a third-party technology provider to and facilitates payment processing on behalf of the Merchant, and has no responsibility or liability to you or any other person for any alcoholic beverage products you may purchase from a Merchant or for any Merchant’s compliance with applicable law, including without limitation, local regulations regarding sale of alcohol. By making a purchase for alcoholic beverage products, you represent and warrant that (i) you are twenty-one (21) years of age or older, (ii) you are not procuring alcoholic beverage products for a person under twenty-one (21) years of age, (iii) you will provide bona fide government issued photo identification evidencing your age.
  7. UPDATES AND SHUTDOWNS; RIGHT TO TERMINATE PL reserves the right, from time to time, without prior notice, to shut down and restart any portion of the PayLink Solution or any software operating the PayLink Solution for maintenance, unexpected technical difficulties, software upgrades and other reasons for reasonable time periods as PL may deem necessary from to time to time in its sole and absolute discretion. PL reserves the right in its sole discretion to discontinue the PayLink Solution at any time without notice. PL reserves the right, in its sole discretion, to terminate, alter, or suspend any Patron’s use of, or access to, the PayLink Solution or any portion thereof. Sections 2, 3, 4, 8.2, 8.4, and 8.6 survive termination of these Terms of Use.
  8. COMMUNICATIONS. By voluntarily providing your cell phone number to PL, you agree that PL or its affiliates may contact you by telephone, SMS, or MMS messages at that phone number, and you hereby consent to receiving such communications for transactional, operational, or informational purposes.
  9. PRIVACY AND SECURITY OF INFORMATION. PL will use commercially reasonable efforts to maintain the security of the Patron Data, consistent with its privacy policy, which describes what personal information we collect about you and how we may use the personal information. We encourage you to read our privacy policy. PL’s privacy policy, as modified from time to time, is incorporated by this reference into these Terms of Use. To the degree you establish login information to use the PayLink Solution, you are responsible for maintaining the confidentiality of such information and any payment information that may be accessed through your login information or on any device of yours.
  10. GENERAL PROVISIONS
    1. Severability. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of these Terms of Use as a whole, notwithstanding such stricken provision or provisions.
    2. Waiver. No term or provision of these Terms of Use shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
    3. Assignment. These Terms of Use will bind and inure to the benefit of each party's permitted successors and assigns. Patron may not assign these Terms of Use without the written consent of PL.
    4. Entire Agreement; Amendments. These Terms of Use constitute the entire agreement between you and PL with respect to the PayLink Solution and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and PL with respect to the PayLink Solution. Patron may not amend or alter any portion of these Terms of Use. PL explicitly reserves the right to modify these Terms of Use, and may (but is not obligate to) provide a notice of such changes to Patron. Whether Patron receives a notice or not, Patron’s continued use of the PayLink Solution after PL provides notice shall constitute Patron’s acceptance of such changes. Therefore, Patron is advised to review these Terms of Use and the Privacy Policy from time to time for any updates or modifications. PL may terminate this Terms of Use agreement at any time, with or without notice.
    5. Binding Arbitration; Governing Law. Any dispute, claim or controversy (collectively the “Controversy”) arising out of or related to these Terms of Use, the breach hereof, the termination, enforcement, interpretation or validity hereof or any other matter related directly or indirectly to these Terms of Use shall be settled by binding arbitration in San Diego, California, in accordance with the rules of The American Arbitration Association (“AAA”). Judgment entered upon the award rendered may be enforced by appropriate judicial action pursuant to California law. The arbitration panel shall consist of a single arbitrator selected in accordance with the rules of AAA applicable to the Controversy. The Arbitrator shall be experienced and knowledgeable with respect to the subject matter area of the Controversy. The losing party in any Controversy shall bear the expenses of the arbitrator, and other tribunal expenses, for both parties (whether such fees are incurred in arbitration or in court), including but not limited to any costs of producing witnesses and any other reasonable costs or expenses incurred by such losing party or the prevailing party. Each party shall bear its own attorney fees. Exclusive jurisdiction for any party seeking entry of judgment on the award shall be in San Diego County. Arbitration shall proceed solely on an individual basis without the right for any Controversy to be arbitrated on a class action basis or on any basis involving any Controversy brought in a purported representative capacity on behalf of others. The Arbitrator may specifically enforce these Terms of Use and award provisional relief, including injunctive relief. The Arbitrator shall determine whether a given dispute is within the scope of this arbitration provision. You are agreeing to have all disputes decided by neutral arbitration; you are giving up any rights you might possess to have such disputes litigated in a court or jury trial, and you are giving up your judicial rights to discovery and appeal. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate. You hereby confirm that your agreement to this arbitration provision is voluntary. These Terms of Use shall be governed by and construed in accordance with the laws of the State of California (irrespective of its choice of law principles). The arbitration proceedings shall be confidential.