ShootProof Seller Agreement (Stripe)

Last updated: December 2020

This Seller Agreement (“Agreement”) is a legal agreement between you (“you,” “your”) and ShootProof, LLC (“ShootProof,” “we,” “our” or “us”) governing your use of ShootProof Pay, ShootProof’s payment processing services powered by Stripe (the “Services).

The Services allow you to accept payments from Buyers using Cards. We are not a bank and we do not offer banking services as defined by the United States Department of Treasury. Instead, we are a payment service provider that facilitates the processing of payments you receive from your Buyers. This means that we collect, analyze, and relay information generated in connection with these payments.

1. Definitions

“Buyer” means any person or business engaging in aCard transaction directly with the Seller.

“Card” means any US-issued and most non-US issued credit, debit, prepaid, or gift cards bearing the logo of a Card Organization.

“Card Organization” means Visa, U.S.A.,Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and other stored value and loyalty program providers. Card Organization also includes the Payment Card Industry Security Standards Council.

“Card Organization Rules” means all applicable rules, regulations or requirements issued or promulgated from time to time by aCard Organization.

“Chargeback” has the meaning set forth in Section 11.

“Fees” has the meaning set forth in Section 7.

“Reserve” has the meaning set forth in Section 17.

“Seller” means any person that signs up for a Connected Account to accept payments using the Services.

Stripe Account”has the Meaning set forth in Section 3

Stripe ConnectedAccounts” are defined as merchants who opt to use Stripe Services as defined in Stripe’s Connected Account Agreement. Stripe will decide whether to provide the Stripe Services to any Platform Merchant

“Taxes” has the meaning set forth in Section 21.

2. Electronic Documents and Signatures Consent

By electronically agreeing to this Agreement, you consent and agree to proceed with the review and execution of all account agreements, statements, and documents relating to your Services in electronic format.  This includes the use of electronic communications, electronic disclosures, electronic statements, electronic contracts, and electronic signatures (including "check box" style acknowledgements).  

If you do not agree to proceed with: (a) the signing of the agreements electronically, (b) the review of disclosures and statements in electronic format, and (c) the receipt of electronic communications fromShootProof please decline to execute this Agreement.  If you want to proceed with your Account, you must consent to receiving the Required Information electronically before we can provide it to you. Your consent will apply to all your ShootProof agreements, applications and all other transactions with us. Your consent permits the general use of electronic records and electronic signatures in connection with all your transactions with us.

3. Stripe Connected Account

You acknowledge thatShootProof partners with Stripe for the administration of Services.   All account information provided by you toShootProof will be automatically shared with Stripe. By providing your account information to ShootProof, you consent to ShootProof automatically sharing said account information with Stripe.

A Stripe ConnectedAccount (“Connected Account”), opened through ShootProof, is required to use the Services. The registration process for the Connected Account will require you to submit your name, address, and other personal and/or business information. You must provide accurate and complete information in response to our questions. You must also keep the information that you provide us, up to date. Failure to provide accurate and complete information, or failure to comply with the account registration requirements, may result in a suspension or termination of your Connected Account.

Said Stripe ConnectedAccount Agreement is located at https://stripe.com/connect-account/legal (the“Connected Account Agreement”). By using the Services, you agree to be bound by and comply with the terms and conditions of the Connected Account Agreement in all respects.  Stripe may decline to create a Stripe Connected Account or limit the functionality available to aConnected Account until Stripe is satisfied that it has received sufficient information about the Connected Account. At any time during the term of this Agreement and your use of theServices, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your representative’s identity, and assess your financial condition and the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. We may also request that you provide copies of financial statements, reporting and validating documentation that allows us to calculate outstanding credit exposure/risk of loss (for example, your refund and shipping policies, data on captured but unfulfilled charges, the time between charge capture and fulfillment of your Customer orders), or other records pertaining to your compliance with this Agreement. We may also require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of Services.

 

4. Representations and Warranties

By creating a ConnectedAccount, you confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state(s) in which you operate. The Services and your Connected Account may only be used for business purposes in the fifty states of the United States ofAmerica and the District of Columbia, Canada, United Kingdom, Australia and New Zealand. You may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).

You further represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each Buyer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business and employees, including any applicable tax, wage and hour, and tip laws and regulations; (h) except in the ordinary course of business, no transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; (j) no transaction submitted by you through the Services will involve your Cards (except for reasonable test transactions); and (k) your use of the Services will be in compliance with this Agreement.

5. Data Usage  

You agree that ShootProof shall have the right to verify information about you including verification with Stripe and third-party service providers in order for us to provide the Services through the use of the data you provide.

6. Card Organization Rules

The Services allow you to accept payments initiated with Cards. You agree to comply with all CardOrganization Rules, as such may be changed from time to time. You understand that we may modify this Agreement from time to time in order to comply with theCard Organization Rules. Significant portions of the Card Organization Rules are available to the public at:

http://usa.visa.com/merchants/operations/op_regulations.html and;

-  http://www.mastercard.com/us/merchant/pdf/BM-Entire_Manual_public.pdf.

Your use of Card Organization logos is governed by the Card Organization Rules; you agree to familiarize yourself with and to comply with these requirements.

 

7. Our Fees

You agree to pay the applicable fees listed on our Fee Schedule found at shootproof.com/legal/shootproof-pay-fee-schedule for use of the Services, as amended from time to time. Any changes to the Fee Schedule shall take effect 30 days following the posting of such changes.

8. Prohibited Transactions

You agree that you are not associated with the businesses and business practices for which the StripeServices cannot be used, and which are identified on the Stripe RestrictedBusinesses List applicable to the relevant Connected Account, as updated from time to time. The Restricted Businesses List is located at:

For the United States: https://stripe.com/restricted-businesses

For Canada: https://stripe.com/en-ca/restricted-businesses

For the United Kingdom: https://stripe.com/gb/restricted-businesses

For Australia: https://stripe.com/au/restricted-businesses

For New Zealand: https://stripe.com/nz/restricted-businesses

 

9. Authorization

You authorize ShootProof to cause ShootProof service providers to electronically debit or credit your Connected Account and any other bank account via ACH and for ShootProof to keep records of the transactions.

You acknowledge that the electronic authorization contained in this Section represents your written authorization for ACH transactions as provided herein and will remain in full force and effect until you notify ShootProof that you wish to revoke this authorization by emailing support@shootproof.com. You must notify ShootProof at least three business days before the scheduled debit date of any ACH transaction from your account in order to cancel this authorization. If we do not receive notice at least three business days before the scheduled debit date, we may attempt, in our sole discretion, to cancel the debit transaction. However, we assume no responsibility for our failure to do so. If you withdraw your electronic authorization contained in this Section, we will close your ShootProofAccount

You authorize ShootProof and/or Stripe to act as your agent to hold, receive, and disburse funds on your behalf in connection with the Services. Your authorization permits us to generate a paper draft or an electronic funds transfer to process each payment transaction that you authorize. You agree that our receipt of transaction proceeds satisfies the Buyer’s obligation to you. We will disburse to you funds actually received by us on your behalf, less amounts owed to us, subject to anyChargeback or Reserve withheld or applied in accordance with this Agreement.

 

10. Availability of Funds

Should ShootProof need to conduct an investigation or resolve any pending dispute related to your ConnectedAccount, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as necessary to comply with applicable law or court order, or if otherwise requested by law enforcement or governmental entity.

 

11. Your Liability and Obligations for Chargebacks

A transaction may be reversed or charged back to your Connected Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the CardOrganization, our third party provider, or a Buyer or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for the amount of any Chargeback. If requested, you agree to assist us, at your expense, in the investigation of your transactions processed through the Services. Your failure to assist us in a timely manner, including providing any necessary documentation within ten (10) days of our request, may result in an irreversible Chargeback. We reserve the right to charge a fee (a “ChargebackFee”), upon notice to you, for investigating Chargeback disputes.  Said Chargeback Fee as well as any fees associated with any transaction in relation to a Chargeback will not be refunded, this applies when the Chargeback if found to be valid as well as when its reversed.  

12. Our Collection Rights for Chargebacks

If a Chargeback occurs, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by the Card Organization or Connected Account from any proceeds due to you, your Connected Account, or other bank account or payment instrument registered with us. If you have pending Chargebacks, we may delay payouts from your Connected Account. Further, if we reasonably believe that aChargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to aBuyer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the Buyer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all Connected Account deficit balances unpaid by you.

13. Excessive Chargebacks

If we determine that you are incurring an excessive amount of Chargebacks, we may place conditions on the use of your Connected Account. These conditions may include, without limitation, (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the Services.

14. Contesting Chargebacks

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Services. To that end, you permit us to share information about a Chargeback with the Buyer, the Buyer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If theChargeback is contested successfully, we will release the reserved funds toy our Connected Account. If a Chargeback dispute is not resolved in your favor by the Card Organization or issuing bank or you choose not to contest theChargeback, we may recover the Chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within ten (10) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge afee for mediating and/or investigating Chargeback disputes.

15. Connected Account History

When a payment is made to your Connected Account, we will update your Connected Account activity on the website and provide you a transaction confirmation. Summaries of your ConnectedAccount activity,  are available on our website for no less than  one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Connected Account and your use of the Services, and (b) reconciling all transactional information that is associated with your Connected Account. If you believe that there is an error or unauthorized transaction activity is associated with your Connected Account, you agree to contact us immediately. Your failure to notify us in writing of any asserted error(s) within thirty days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

16. Right of Setoff

To the extent allowed by applicable law, you grant us a security interest in, as well as a right of setoff against, all of your accounts with us, including any reserve, future earnings and any funds processed through the Services, that may now or hereafter be in your possession and would otherwise be payable to you pursuant to the terms of this Agreement. You authorize us, without prior notice or demand, to recoup, collect, charge, and/or setoff all sums owing on the indebtedness against any and all such accounts and other obligations, and to defer payout or restrict access to funds to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section, whether the obligation is liquidated, unliquidated, fixed, contingent, matured or unmatured. If you owe us an amount that exceeds the balance in your Connected Account, we may charge or debit a bank account or payment instrument registered in your ShootProof Account.

17. Reserve

At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Connected Account orin a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including if you have a high rate of Chargebacks, refunds, or other indications of performance problems related to your use of the Services. TheReserve may be raised, reduced or removed at any time by ShootProof, in its sole discretion. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your ShootProof Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your ShootProof Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.

18. Restricted, Unauthorized or Illegal Use

You may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Services on behalf of any third party. This means that you may not use the Services to handle, process or transmit funds for any third party. You also may not use the Services to process cash advances.

We reserve the right not to authorize or settle any transaction that you submit if we believe it isin violation of this Agreement, fraudulent, illegal, or otherwise likely to cause harm to ShootProof, its third party providers, or customers. If we reasonably suspect that your Connected Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your ShootProof Account, and any of your transactions with law enforcement.

19. Customer Service

You will adhere to all customer service policies of ShootProof. However, you are solely responsible for all customer issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a Buyer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes.In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any ShootProof Account, payment, Card processing, debiting or crediting.

20. Refunds and Returns

By accepting paymentCard transactions with a ShootProof Account, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your ConnectedAccount in accordance with this Agreement, Card Organization Rules, andShootProof policies. Card Organization Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Buyers at the time of purchase, (c) not give cash refunds to a Buyer in connection with a Card sale, unless required by law, and(d) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the Buyer, you may still receive a Chargeback relating to such sales.

21. Taxes

You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of the Services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. ShootProof specifically disclaims any liability forTaxes.

22. Privacy and Confidentiality

You agree that you have read, understood and accepted ShootProof’s Privacy Policy (available at https://www.shootproof.com/legal/privacy-policy), which is incorporated herein by reference.

Any personal information you receive about Buyers or other third parties through use of the Services must be kept confidential and can only be used in connection with the Services. You may not disclose, use, or distribute such personal information for any other reason without the express consent of the Buyer or other third party.

23. Data Security and Privacy

You represent to us that you do not have access to Card information (such as the cardholder’s account number, expiration date, and CVV2). In the event that you receive suchCard information in connection with the processing services provided under thisAgreement, you agree that you will not use it for any fraudulent purpose or in violation of any Card Organization Rules, including but not limited to PaymentCard Industry Data Security Standards (“PCI DSS”) or applicable law. If at anytime you believe that Card information has been compromised, you must notify us promptly and assist in providing notification to the proper parties. You must ensure your compliance and that of any third party service provider utilized by you, with all security standards and guidelines that are applicable to you and published from time to time by Visa, MasterCard or any other Card Organization, including, without limitation, the Visa U.S.A. Cardholder Information SecurityProgram (“CISP”), the MasterCard Site Data Protection (“SDP”), and (where applicable), the PCI Security Standards Council, Visa, and MasterCard PA-DSS(“Payment Application Data Security Standards”) (collectively, the"Security Guidelines"). If any Card Organization requires an audit of you due to a data security compromise event or suspected event, you agree to cooperate with such audit. You may not use any Card information other than for the sole purpose of completing the transaction authorized by the customer for which the information was provided to you, or as specifically allowed by CardOrganization Rules, Operating Procedures or required by law. The following links provide more information on PCI DSS and CISP compliance: https://www.pcisecuritystandards.org and http://www.visa.com/cisp.

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

24. Termination

The term of this Connected Account will begin when you register your Stripe Account with ShootProof and will end when terminated by you, ShootProof or by Stripe, as described in the Connected Account Agreement. You may terminate this Connected Account at any time by providing notice to ShootProof and immediately ceasing your use of Services. However, if you commence using Services again, you are consenting to this Connected Account Agreement. Stripe and/or ShootProof may terminate the Connected Account (a) where you are in breach of the Connected Account Agreement and fail to cure the breach upon 30 days’ notice by Stripe and/or ShootProof (such notice and cure period only being required if curing the breach is feasible); or (b) upon 120 days’ notice for any reason. Stripe may also terminate this Connected Account Agreement immediately if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, or if Stripe determines that you are engaged in activity that fails to comply with applicable law or causes a significant risk of reputational harm to Stripe.

All provisions giving rise to continuing obligations will survive termination of the Connected Account Agreement.  

25. Dormant Connected Accounts

If there is no activity in your Connected Account (including access or payment transactions)for at least one year, consecutively, and you have a monetary balance(“Balance”) in your Connected Account, we will notify you by sending an email to the email address associated with your Connected Account and give you the option of keeping your Connected Account open and maintaining the Balance, withdrawing the Balance, or requesting a check. If you do not respond to our notice within thirty days, we will automatically close your Connected Account and escheat your funds in accordance with applicable law, and if permitted, toShootProof.

26. Indemnity

You agree to indemnify, defend, and hold ShootProof and its licensee, licensors, and third party service providers (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all losses, liabilities, damages, claims, costs, losses, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) (a) resulting from any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement, terms of use or service, policies, or the Card Organization Rules; (b) arising out of your or your employees’ or your agents’ negligence or willful misconduct in connection with any transaction submitted through the Services; (c) arising out of your use of the Services; or (d) arising out of any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any third party service provider).

27. No Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING,BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SHOOTPROOF AND ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS AND LICENSORS DONOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THEUSE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY ATHIRD PARTY THROUGH OUR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE.

28. Limitations of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHOOTPROOF, ITS PROCESSORS,SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES,AGENTS, DIRECTORS, OR EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE,INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL SHOOTPROOF BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING,OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR SHOOTPROOF ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOOTPROOF, ITS PROCESSORS, SERVICE PROVIDERS,SUPPLIERS, AND LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS,AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS,MISTAKES, OR INACCURACIES OF THE SERVICE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/ORANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED,EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR(VII) SELLER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SHOOTPROOF, ITS PROCESSORS, SERVICE PROVIDERS,AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS,DIRECTORS, OR EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY SHOOTPROOF IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISETO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT,TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SHOOTPROOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

29. Dispute Time Limit

The timeline for disputes, unless otherwise required by applicable law, must be commenced within one year after the cause of action accrues.

30. Force Majeure

No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused directly or indirectly by a force majeure event. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.

31. Governing Law

This Agreement shall be governed by Georgia law, without regard to its choice of law or conflicts of law.

32. Disputes and Arbitration

In the unlikely event that ShootProof has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any ShootProof claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in the city of Atlanta, Georgia under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator maybe entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing ShootProof from seeking injunctive or other equitable relief from the courts as necessary to protect any of ShootProof’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOUAND SHOOTPROOF ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

33. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof and supersedes any previous agreements and understandings. In the event of a conflict between this Agreement and any otherShootProof agreement or policy, this Agreement shall prevail on the subject matter of this Agreement.

34. Right to Amend

ShootProof reserves the right to amend this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, with notice that we deem, in our sole discretion, to be reasonable according to the circumstances. Notice may include notice on our website at shootproof.com. Any use of our Services after publication of any such change shall constitute your acceptance of this Agreement as modified.

35. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ShootProof without restriction.

36. Severability

The parties intend every provision of this Agreement to be severable. If any part of this Agreement is not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good faith modify or substitute a provision consistent with their original intent. If any remedy fails of its essential purpose, then all other provisions, including the limitations on liability and exclusion of damages, will remain fully effective.

37. Survival

In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 4, 5, 8, 9, 10-18, and 20-37.

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