Last Updated: November 18, 2016

Terms and Conditions

These terms and conditions create a contract (the "Agreement") between you ("Company") and Uber Technologies Inc. ("Uber"). Company and Uber, each a "Party," are collectively the "Parties" to this Agreement. Please read the Agreement carefully and confirm your understanding and acceptance of the Agreement by clicking "Agree."

  1. Stored Value Cards. Company desires to purchase and utilize certain Uber-branded digital and/or plastic prepaid stored value cards (collectively, the "Cards") as further described herein and (a) to distribute such Cards to Company's members or (b) resell and distribute such Cards to its third party distributors (the "Third Party Distributors"), in each instance via Uber-approved Company programs (the "Authorized Programs"). Depending on the state of purchase, Cards are issued by either Bancorp Card Services, Inc. or The Bancorp Bank (collectively, the "Issuers") and may be ordered through the Uber Corporate Purchase Portal, powered by CashStar Inc. (the "Portal"), or such other means as Uber designates from time to time. The Velocity B2B division of CashStar Inc. is Uber's authorized agent. The Cards to be sold to Company shall be in such denominations as the Company indicates in the ordering process, subject to any parameters that may be established by Uber or its authorized agent from time to time.

  2. Company Responsibilities.

    (a) If Company plans to distribute through Third Party Distributors, Company shall provide Uber with an updated list of its Third Party Distributors which shall be subject to Uber's approval. Company shall also provide Uber with a list of Third Party Distributor programs related to the sale and distribution of the Cards which shall also be subject to Uber's approval ("Third Party Programs").

    (b) Company shall direct its Third Party Distributors to sell, distribute, and market the Cards in accordance with the terms of this Agreement and Company shall be responsible for the acts or omissions of its Third Party Distributors.

    (c) Company may be required to include certain image(s) and copy provided by Uber (the "Uber Materials") in conjunction with the sale and distribution of the Cards via Authorized Programs. Company shall not edit Uber Materials without Uber's prior written approval. Uber may revoke its approval with respect to an Authorized Program or use of Uber Materials at any time in its sole discretion. All Company marketing, advertising, and promotional materials associated with the Authorized Programs will be subject to Uber's prior approval.

    (d) Company will make all payments when due to Uber.

    (e) Company will submit Card purchase orders via e-mail, through the Portal, or as otherwise specified by Uber. Company's orders shall indicate the quantity, denominations, and authorized delivery method, in a form and format as specified by Uber from time to time.

    (f) Company will be responsible for conducting the Authorized Programs, including performing all committed marketing and promotion of the Authorized Programs and/or Cards, at Company's sole cost and expense.

    (g) Company shall be responsible for providing, using a method approved by Uber, full payment as directed by Uber of the face value of all Cards ordered by Company prior to delivery of any Cards to Company.

  3. Use of the Portal.

    (a) The Portal may be accessed solely by Company's authorized personnel, in connection with the Authorized Program(s).

    (b) Company, and each of its authorized personnel, agree to be bound by and shall at all times comply with the terms and conditions of the End User License Agreement (the "EULA") for the Portal, located at /terms-conditions/#uber-eula.

    (c) Company, and each of its authorized personnel, agree to be bound by and shall at all times comply with the security policy associated with the use of the Portal (the "Security Policy"), a copy of which will be provided to Company on request.

    (d) Company is responsible for all activities that occur on its behalf in connection with the Authorized Programs or otherwise, including without limitation all orders for Card purchases placed through the Portal, and compliance with the EULA and Security Policy.

    (e) Any order placed is subject to approval by Uber, and Uber may decline any order, in whole or in part, for any reason. The acknowledgement of an order does not constitute automatic acceptance of such order and Uber may cancel an order prior to delivery.

  4. Delivery of Cards.

    (a) Digital Cards will be delivered to Company electronically after each order is approved and processed. Company will be responsible for downloading the Digital Cards in accordance with published standard delivery procedures.

    (b) Plastic Cards will be delivered to Company at the address indicated by Company. A surcharge will be applied to all rush orders.

    (c) Plastic Cards will be shipped with no value. Company will be responsible for going into the Portal and activating the plastic Cards upon receipt.

    (d) Company assumes all risk of loss for Cards upon Company's receipt of the plastic Cards or, in the case of digital Cards delivered in electronic format, upon electronic transmission of the Cards.

    (e) Neither Uber nor its authorized agent will provide refunds or credit for returned Cards. Under no circumstances will Uber or its authorized agent refund or re-send new or replacement physical or digital Cards to Company if lost or stolen after delivery to Company.

    (f) To the extent Company re-sells the cards, Company agrees to supply Uber with a report of Cards sold by Company to its customers, in a form, format, and on a schedule as specified by Uber.

  5. Trademarks. The Parties acknowledge and agree that the Cards bear the name, logo, trademark(s), service mark(s), and/or other intellectual property owned by Uber ("Uber Marks"). Uber agrees to indemnify, defend, and hold Company harmless from any claims, liabilities, suits, charges, losses, damages, and expenses of any kind or nature including without limitations reasonable attorney fees ("Claims") arising from or related to the Company's use of the Uber Marks in a manner consistent with the terms of this Agreement and any style guide that Uber may make available from time to time, except to the extent such Claims arise from the Company's, or its employees' or agents', act, omission, or failure to act in accordance with the terms of this Agreement, or their respective gross negligence or intentional misconduct.

  6. Proprietary Rights. Each Party agrees that any third party data and/or personal information that may be obtained by such Party under this Agreement ("Data") will be collected, stored, and maintained according to generally accepted data collection standards and applicable government law, rule, or regulation. Each Party agrees to publish and abide by a privacy policy detailing such Party's data practices. Each Party shall own, and shall not be required to share, any Data that it collects with respect to this Agreement. THE PARTIES ACKNOWLEDGE AND AGREE THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT OR MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY UNDER THIS AGREEMENT. Intellectual property development activities, if any, must be the subject of a separate written agreement between Uber and Company prior to the commencement of any such intellectual property development.

  7. Confidentiality. The term "Confidential Information" shall mean any confidential or proprietary business, technical, or financial information or materials of a Party ("Disclosing Party") provided to the other Party ("Receiving Party") in connection with the Agreement, whether orally or in physical form, and shall include the terms of the Agreement. However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not, to Receiving Party's knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, or (d) that Disclosing Party gave written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure. Except as required by applicable law, each Receiving Party agrees that (a) it will use Confidential Information of Disclosing Party solely for the purpose of the Agreement and (b) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party's employees or agents, on a need-to-know basis, who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein, provided that Receiving Party remains liable for any breach of the confidentiality provisions of the Agreement by its employees or agents. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care. In the event Receiving Party receives a subpoena or other administrative or judicial demand for any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena or demand and allow Disclosing Party to assert any available defenses to disclosure. Upon request by Disclosing Party, Receiving Party will return or destroy all copies of any Confidential Information of the Disclosing Party. Confidential Information will at all times remain the property of the Disclosing Party. The provisions of this Section 7 will expire three (3) years after the expiration or termination of the Agreement, except with respect to Confidential Information that constitutes "trade secrets" under applicable law for which this Section 7 shall survive indefinitely.

  8. Representations and Warranties, Covenants.

    (a) Each Party represents and warrants that (i) performance of the Agreement is not in conflict with, and will not cause an event of default under, any agreement or instrument to which that Party is a party, or by which that Party is bound; (ii) it will comply with all applicable laws and regulations in its performance of this Agreement, and (iii) the person entering into the Agreement on behalf of that Party has the requisite authority and full power to do so, and all corporate or other actions have been taken, and all approvals obtained, that are necessary to make the Agreement the binding and enforceable obligation of such Party.

    (b) Uber represents and warrants that (i) the Card(s) sold under any purchase order are fit for use as set forth herein and for the purposes contemplated herein; (ii) the Card(s) do not, and the resale thereof by the Company will not, infringe on any known intellectual property or other right of any third party.

    (c) Company shall comply with all applicable US federal and state laws and regulations governing the promotion, sale, and distribution of the Cards in the manner contemplated under the terms of this Agreement. Company represents and warrants that it will comply and has the means to comply with applicable consumer privacy and data protection laws in connection with the execution of this Agreement, including but not limited to compliance with the U.S. CAN-SPAM Act of 2003 and subsequent amendment(s).

    (d) Company shall not alter the Uber Marks under any condition.

  9. Indemnification. Company agrees, to the extent permitted by law, to indemnify and hold harmless Uber, its parent, officers, directors, members, shareholders, employees, and agents (together, the "Uber Indemnitees") and Issuers from and against any and all from and against any and all liabilities, losses, damages, claims, suits, judgments, costs, and expenses (including reasonable attorney's fees and the costs of any investigation or action related thereto) ("Losses") suffered or incurred directly or indirectly by Uber or Issuers resulting or arising from (i) Company's failure to perform or its improper performance under this Agreement; (ii) the breach or incorrectness of any covenant, representation, or warranty made herein by Company; (iii) Company's Authorized Program or a Third Party Program; (iv) any orders placed by Company through the Portal; (v) Company's use of the Portal; or (vi) Company's failure to comply with the EULA or Security Policy.

  10. Termination. Uber may terminate this Agreement at any time, for any reason or no reason, upon written notice to Company. Company's rights under this Agreement will terminate automatically if Company fails to comply with any of its terms. All provisions in this Agreement that are intended to survive such termination shall survive and remain binding.

  11. Assignment. Company may not assign this Agreement, or any of its rights or obligations hereunder, without the express prior written consent of Uber.

  12. Attorneys' Fees. If a Party incurs any attorney's fees and costs and expenses in connection with such Party's successful enforcement of its rights hereunder (the "Prevailing Party"), the other Party agrees to pay upon demand all of the Prevailing Party's reasonable attorney's fees, costs, and expenses incurred in connection with the Prevailing Party's enforcement of its rights under this Agreement following any final decision to that effect.

  13. Governing Law. This Agreement, and the rights and obligations of the Parties hereto, and any claim or dispute relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its choice of laws principles). The Parties consent and agree to service of process or other legal summons by certified mail, return receipt requested, addressed to the other Party, at their respective addresses as set forth herein, or in any other manner provided by law.

  14. Waiver. Any waiver by any Party hereto of any breach of any kind or character whatsoever by the other Party, whether such waiver be direct or implied, will not be construed as a continuing waiver of, or consent to, any subsequent breach of this Agreement on the part of the other Party. No course of dealing or performance between the Parties hereto, nor any delay in exercising any rights or remedies hereunder or otherwise, will operate as a waiver of any of the rights or remedies of any Party hereto. Any and all waivers must be in writing.

  15. Limitation of Liability. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE, AND TO THE FULL EXTENT PERMITTED BY LAW, NEITHER PARTY IS RESPONSIBLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE; LOSS OF REVENUE; LOSS OF PROFITS; LOSS OF ANTICIPATED SAVINGS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; OR DAMAGE TO OR CORRUPTION OF DATA, EVEN IF A PARTY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

  16. Relationship. The relationship of the Parties under this Agreement shall be and at all times remain one of independent contractors. Uber is neither an employee nor agent of Company, and vice versa. Neither Party shall have any authority to assume or create obligation on the other's behalf and shall not take any action that has the effect of creating the appearance of its having such authority. No provision of this Agreement will or shall be deemed to create a legal partnership, joint venture, or other combination between Company and Uber.

  17. Press Release. Company shall not issue any press release or other publicity referring to Uber or this Agreement, without the prior written consent of Uber, which may be granted or withheld in Uber's sole discretion.

  18. Miscellaneous. This Agreement, together with the EULA and the Security Policy, collectively set forth the entire agreement of the parties, and supersede all prior agreements or understandings, whether verbal or written, regarding the subject matter of this Agreement. This Agreement may not be modified except by a written instrument signed by an authorized representative of each of the Parties. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision shall be more narrowly and equitably construed so that it becomes legal and enforceable, and the entire Agreement shall not fail on account thereof and the balance of the Agreement shall continue in full force and effect. Where applicable, words in the masculine shall include the feminine, words in the neuter shall include the masculine and the feminine, and words in the singular shall include the plural, and vice versa.






Last Updated: October 20, 2016

END USER LICENSE AGREEMENT

IMPORTANT – This End User License Agreement (“EULA”) is a legal agreement between you (“you” or the “Authorized User”), individually, and in your capacity as an authorized representative of your company (the “Company”), and CashStar Inc. (“We” or “CashStar”). Before accessing or using any part of any CashStar websites, platform, API, or other related services, portals, or tools, or any of the materials, software, documentation, and content available in or through them (collectively, the “CashStar Online Services”), you should carefully read the following terms and conditions contained in this EULA, as they govern your access to and use of the CashStar Online Services, for yourself and on behalf of your Company. CashStar is willing to license and allow the use of the CashStar Online Services only on the condition that you accept and agree to all of the terms and conditions contained in this EULA. If you do not agree with this EULA, or you are not authorized to act on behalf of the Company, you are not granted a license or permission to access or otherwise use all or any portion of the CashStar Online Services.

We may change the terms of the EULA, so please check back from time to time. If we make material changes to the EULA, we will use our commercially reasonable efforts to inform you in advance by posting a notice within the CashStar Online Services. If you are a registered user or are on our electronic mailing list, we may also notify you of such material changes via email. We also may ask you to accept changes to the EULA at the time of your next account login, access or use of the CashStar Online Services. By continuing to use the CashStar Online Services after such notice and/or acceptance, you agree to be bound by the EULA as modified. All changes are effective when posted and apply to your access and use of the CashStar Online services thereafter.

  1. LICENSE GRANT. The CashStar Online Services are provided by CashStar, and this EULA provides you with a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the CashStar Online Services, which at all times is conditioned on your and the Company's continued compliance with the terms and conditions of this EULA. This EULA permits you, for so long as you are an authorized user on behalf of the Company, to use and access, for business purposes only, the CashStar Online Services from the internet or through an on-line network. You also may load information from the CashStar Online Services into your laptop's, workstation's, computer's, or other electronic device's temporary memory (RAM) and print and download materials and information from the CashStar Online Services solely for business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. For the avoidance of doubt, the Company may have a separate agreement with CashStar containing additional terms, conditions, or restrictions regarding access and usage privileges for all or a portion of the CashStar Online Services, and you acknowledge and agree that the terms of any such separate agreement expressly is in addition to, and is not intended to be modified or changed by, this EULA. Your individual use of the CashStar Online Services will be subject to the obligations and restrictions regarding use of the CashStar Online Services as set forth in this EULA.

  2. RESTRICTIONS. The license granted to you is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any services provided by CashStar through the CashStar Online Services in any manner not expressly permitted by this EULA. In addition, you may not modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein, the CashStar Online Services.

  3. USER OBLIGATIONS. By accessing or using the CashStar Online Services, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the CashStar Online Services, including, without limitation, when you provide information at registration or as may be requested from time to time by CashStar in connection with your user account. You are responsible for providing the equipment and services that you need to access and use the CashStar Online Services. We do not guarantee that the CashStar Online Services are accessible on any particular equipment or device or with any particular software or service plan.

    In addition, you agree to abide by (a) the CashStar Security Policy, and (b) all applicable local, state, national, and international laws and regulations in connection with your use of the CashStar Online Services. You further agree that you will comply with the export laws and regulations of the United States and any other country with jurisdiction over the CashStar Online Services, confidential information, intellectual property rights, or documentation or development tools of CashStar. The CashStar Online Services may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized end-user, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.

  4. PRIVACY. The privacy and security of your information is important to CashStar, and CashStar only shares aggregate information which is not individually identifiable for reporting and optimization and improvement of services. The Privacy Policy is incorporated into the EULA and also governs your use of the CashStar Online Services. To the extent there is a conflict between the terms of the Privacy Policy and the EULA, the EULA governs.

    The Privacy Policy describes the data that we gather about or from users of the CashStar Online Services and how we process, use, and share that data. By using the CashStar Online Services, you consent to all actions that we take with respect to your data consistent with the Privacy Policy.

  5. PROPRIETARY RIGHTS. You expressly acknowledge and agree that CashStar transfers no ownership or intellectual property interest, rights, or title in or to the CashStar Online Services to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the CashStar Online Services, unless otherwise indicated, are owned, controlled, and licensed by CashStar and/or its licensors, and their respective successors and assigns, and are protected by applicable laws and regulations, including without limitation United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, CashStar does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, any unauthorized use of the CashStar Online Services by you may violate intellectual property or other proprietary rights laws as well as other laws or regulations. ©2016 CashStar Inc. and/or its licensors. All rights reserved. CashStar®, the CashStar logo, and all other names, logos, and icons identifying CashStar and its programs, products, and services are proprietary trademarks of CashStar, and any use of such marks, including, without limitation, as domain names, without the express written permission of CashStar, is strictly prohibited. Other service and entity names may be the trademarks and/or service marks of their respective owners.

  6. LINKS. Third party links that may be provided within the CashStar Online Services will allow you to connect to other websites and/or services that are not under CashStar's control. CashStar does not endorse, does not monitor or review, and is not responsible for, the content of such websites and/or services. Any access to such websites or use of such services is entirely at your own risk.

  7. DISCLAIMER. WHILE CASHSTAR ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE CASHSTAR ONLINE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF THE CASHSTAR ONLINE SERVICES. CASHSTAR MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE CASHSTAR ONLINE SERVICES FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. CASHSTAR ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE CASHSTAR ONLINE SERVICES WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

  8. SECURITY. As a material condition to your use of the CashStar Online Services, individually and on behalf of the Company, each of you and the Company agree as follows:

    1. You will be granted access to the CashStar Online Services using an individual account and access credentials. In connection with such access, you agree as follows: (a) you will create only one account for use on behalf of the Company; (b) all authorized user required information will be accurate, current, and complete information; (c) you will keep all authorized user information updated and accurate at all times; (d) you will keep your access credentials confidential; and (e) you and the Company will immediately notify CashStar if you or the Company discover or suspect that your access credentials or Company's network security have been compromised or breached. You will not permit any use of the CashStar Online Services that would damage, interfere with or unreasonably overload the CashStar Online Services. You acknowledge that CashStar will not contact you to solicit your user name or password.

    2. Each of you and the Company will be solely liable for all activities undertaken using any authorized user account, will be solely responsible for administering and managing access credentials of authorized users, will immediately terminate access credentials for individuals who no longer are authorized users, and accept all risks for any unauthorized use of any authorized users' access credentials.

    3. Each of you and the Company agree that, unless you or the Company have first notified us immediately of any compromise or breach, CashStar should assume that any instruction transmitted using your access credentials is yours and has been authorized by you, and CashStar will be entitled to rely on such instruction and will have no obligation to inquire into the propriety of such instruction.

    4. In furtherance of the foregoing, and not in limitation thereof, both you and Company will cooperate with CashStar to respond to any compromise or breach and mitigate any potential losses, and will indemnify CashStar and its clients and their respective users for any losses or liabilities caused by or related to any use of any of Company's authorized user account(s) or access credentials, whether or not such activity expressly was authorized by Company.

    5. Each of you and Company are responsible at all times for ensuring that authorized users' use of the CashStar Online Services complies with all applicable CashStar policies, including without limitation security, operational, financial, contractual, or similar business considerations, as the same may be updated from time to time by CashStar.

    6. CashStar reserves the right, without notice and in its sole discretion at any time, to suspend or terminate all or a portion of Company's, or one or more of its authorized users', authorization to access and use the CashStar Online Services, in whole or in part, in connection with any breach of this EULA, material failure to comply with applicable CashStar policies, or any known or suspected incident in which Company's access credentials or network security have been compromised or breached, directly or indirectly.

  9. LIMITATION OF LIABILITY. As a material condition to your use of the CashStar Online Services, each of you and the Company expressly absolve and release CashStar from any claim of harm resulting from a cause beyond CashStar's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone, utility, or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, acts of terrorism, or governmental restrictions. MOREOVER, IN NO EVENT SHALL CASHSTAR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE CASHSTAR ONLINE SERVICES, WITH THE DELAY OR INABILITY TO USE THE CASHSTAR ONLINE SERVICES, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE CASHSTAR ONLINE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF CASHSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF CASHSTAR FOR ANY REASON WHATSOEVER RELATED TO USE OF THE CASHSTAR ONLINE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU OR THE COMPANY TO CASHSTAR IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

  10. INDEMNITY. As a material condition to your use of the CashStar Online Services, each of you and the Company agree to defend, indemnify, and hold harmless CashStar and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from any breach by you of this EULA.

  11. GOVERNING LAW. This EULA has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Maine, U.S.A. as applied to agreements entered into and completely performed in the State of Maine. You, the Company, and CashStar each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the State of Maine for any disputes between us under or arising out of this EULA. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you or the Company might have against CashStar must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You and the Company also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this EULA and is hereby disclaimed. CashStar makes no representation that the CashStar Online Services are appropriate or available for use in other locations outside the United States of America, and access to the CashStar Online Services from other states, territories, or nations where any aspect of the CashStar Online Services is illegal is expressly prohibited. Your access the CashStar Online Services is of your own volition and you and the Company are responsible for compliance with all applicable local laws with respect to your access and use of the CashStar Online Services. A printed version of this EULA and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this EULA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact CashStar if you wish to receive a printed copy of this EULA.

  12. TERM AND TERMINATION. This EULA, as updated and in effect from time to time, and your right to use the CashStar Online Services will take effect at the moment you register for an account and each time you install, access, or use the CashStar Online Services, and is effective until terminated as set forth below. CashStar reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA, to suspend or deny your access to the CashStar Online Services or to any portion thereof in order to protect its name and goodwill, its business, and/or other authorized users, and this EULA will also terminate automatically if you fail to comply with this EULA, subject to the survival rights of certain provisions identified below. Termination or suspension may be effective immediately and without notice in the sole discretion of CashStar. You may also terminate this EULA at any time by ceasing any use of the CashStar Online Services, but the applicable provisions of this EULA will survive termination, as identified below. Upon termination, you must delete or destroy all copies of any aspect of the CashStar Online Services in your possession. In addition to the Section 11 (Miscellaneous) below, the provisions concerning CashStar's proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this EULA for any reason.

  13. MISCELLANEOUS. You acknowledge that any breach, whether threatened or actual, of this EULA may cause irreparable injury to CashStar, such injury may not be quantifiable in monetary damages, and CashStar may not have an adequate remedy at law. You therefore agree that CashStar shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA. Accordingly, you hereby waive any requirement that CashStar post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to CashStar to enforce any provision of this EULA. The parties agree that this EULA is for the benefit of the parties hereto as well as CashStar's licensors. Accordingly, this EULA is personal to you, acting on behalf of the Company, and you may not assign your rights or obligations to any other person or entity without CashStar's prior written consent. Failure by CashStar to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by CashStar of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and CashStar as a result of this EULA or your utilization of the CashStar Online Services. Headings herein are included for convenience of reference only and are not intended to be used in the interpretation of the relevant provision. This EULA, as the same may be updated from time to time, represents the entire agreement between you, acting on behalf of Company, and CashStar with respect to your use of the CashStar Online Services, and supersedes all prior or contemporaneous communications or proposals, whether electronic, verbal, or written, between you and CashStar with respect to the CashStar Online Services.

  14. CONTACT INFORMATION. If you or the Company have any questions regarding this EULA, you can contact CashStar at the following information:

    Email: UberB2B@CashStar.com
    Phone: 844-507-1602
    Mail: CashStar Inc., 25 Pearl Street, Portland, ME 04101