AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY (A) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO POYNT PLUS THOSE
PAYABLE TO POYNT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CAUSE WHICH GAVE RISE TO
SUCH DAMAGES; (B) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES, OR
RIGHTS; (C) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (D) FOR ANY
MATTER BEYOND ITS REASONABLE CONTROL.
10.1.2. THESE SECTION 10.1 LIMITATIONS SHALL NOT APPLY TO BREACH OF SECTIONS, 7.1 (MARKETING), 8
(OWNERSHIP; LICENSE RIGHTS), 11 (CONFIDENTIALITY), OR 13 (COMPLIANCE), OR EITHER PARTY’S
INDEMNIFICATIONS OBLIGATIONS.
employees harmless from any and all amounts actually paid to third parties in connection with claims,
liabilities, damages and/or costs (including but not limited to, reasonable attorneys’ fees) (collectively,
“Losses”) relating to any claim that the Authorized Products and Services, as provided by Poynt to Partner
under this Agreement and used within the scope of this Agreement, infringes or misappropriate any patent or
copyright of such third parties (each, an “Infringement Claim”), provided that Partner: (a) promptly notifies
Poynt in writing of the Infringement Claim (provided that any failure to provide prompt notification shall not
relieve Poynt of its indemnification obligations unless such failure results in material prejudice to Poynt); (b)
grants Poynt the option to assume sole control of the defense and settlement of the Infringement Claim; and
(c) provides Poynt, at Poynt’s expense, with all assistance, information and authority reasonably required for
the defense and settlement of the Infringement Claim.
10.2.2. Poynt will not be responsible for any settlement it does not approve in writing.
10.2.3. If an Authorized Product is held to or is believed by Poynt to infringe, Poynt will have the option, to (A)
modify the Authorized Product to be non-infringing, (B) obtain for Partner a license to continue using the
Authorized Product, or (C) terminate this Agreement as to the infringing Authorized Product.
10.2.4. Notwithstanding the foregoing, Poynt will have no liability for any Infringement Claim to the extent that it
results from: (1) modifications to the Authorized Products and Services made by a party other than Poynt or
its agents; (2) data accessed or generated by the Authorized Products and Services; (3) the combination,
operation or use of the Authorized Products and Services with equipment, terminals, data or software not
provided or approved by Poynt; (4) Partner’s failure to use updated or modified versions of the Authorized
Products and Services provided by Poynt to avoid a claim; (5) Poynt’s compliance with any specifications or
requirements provided by Partner; or (6) Partner’s use of the Authorized Products and Services other than in
accordance with this Agreement. The indemnification obligations set forth in this section are Poynt’s sole and
exclusive obligations (and Partner’s sole and exclusive remedies), with respect to infringement or
misappropriation of intellectual property rights of any kind.
harmless from Losses relating to any claim that Partner intellectual property, as provided by Partner to Poynt
under this Agreement and used within the scope of this Agreement, infringes or misappropriate any patent or
copyright of such third parties, provided that Poynt: (a) promptly notifies Partner in writing of such claim
(provided that any failure to provide prompt notification shall not relieve Partner of its indemnification
obligations unless such failure results in material prejudice to Partner); (b) grants Partner the option to assume
sole control of the defense and settlement of such claim; and (c) provides Partner, at Partner’s expense, with
all assistance, information and authority reasonably required for the defense and settlement of such claim.
10.3.2. Partner will not be responsible for any settlement it does not approve in writing.
10.3.3. Notwithstanding the foregoing, Partner will have no liability for any claim to the extent that it results from:
(1) modifications to Partner intellectual property made by a party other than Partner or its agents; (2) data
accessed or generated by Partner intellectual property; (3) the combination, operation or use of Partner
intellectual property with equipment, terminals, data or software not provided or approved by Partner; (4)
Poynt’s failure to use updated or modified versions of Partner intellectual property provided by Partner to
avoid a claim; (5) Partner’s compliance with any specifications or requirements provided by Poynt; or (6)
Poynt’s use of Partner intellectual property other than in accordance with this Agreement.
10.3.4. The indemnification obligations set forth in this section are Partner’s sole and exclusive obligations (and
Poynt’s sole and exclusive remedies), with respect to infringement or misappropriation of intellectual property
rights of any kind.
10.4. General Indemnity. Each Party (in such capacity, the “Indemnifying Party”) shall indemnify and hold harmless the
other Party, its affiliates, officers, directors, consultants and employees (collectively, in such capacities, the
“Indemnified Party”) from any Losses arising from third party claims arising from the Indemnifying Party’s breach
of Sections 4 (Taxes), 7.1 (Marketing), 8 (Ownership; License Rights), 11 (Confidentiality), or 13 (Compliance) of this
Agreement, gross negligence, willful misconduct or bad faith except to the extent arising from an applicable
Indemnified Party’s breach the foregoing Sections of this Agreement, gross negligence, willful misconduct or bad
faith; provided that the Indemnifying Party: (a) promptly notifies the Indemnified Party in writing of such claim
(provided that any failure to provide prompt notification shall not relieve the Indemnifying Party of its
indemnification obligations unless such failure results in material prejudice to the Indemnifying Party); (b) grants
the Indemnifying Party the option to assume sole control of the defense and settlement of such claim; and (c)
provides the Indemnifying Party, at the Indemnifying Party’s expense, with all assistance, information and authority
reasonably required for the defense and settlement of such claim. The Indemnifying Party will not be responsible
for any settlement it does not approve in writing.
Section 11. Purposely omitted
Section 12. Confidentiality
disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as
“Confidential Information” of the Disclosing Party). The Receiving Party agrees: (i) not to divulge to any third person
any such Confidential Information, (i) to give access to such Confidential Information solely to those employees
with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions
to protect against disclosure or unauthorized use of such Confidential Information that the party takes with its own
Confidential Information, but in no event will a party apply less than reasonable precautions to protect such
Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any
information that the Receiving Party can document (a) is or becomes generally available to the public without any
action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from
the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently
developed without the use of any Confidential Information of the Disclosing Party. Nothing in this Agreement will
prevent the Receiving Party from disclosing the Confidential Information pursuant to any judicial or governmental
order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to
contest such order. Both Parties will have the right to disclose the existence but not the terms and conditions of
this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included
in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable
efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably
necessary to potential investors or acquirers.
the Partner shall notify Poynt in writing of its intent to renew no later than ninety (90) days prior to the expiration
of the then current term of this Agreement.
13.2. Termination for Cause. Either Poynt or Partner may terminate this Agreement at any time, for cause by providing
the other party with thirty (30) days written notice if the other party is in material breach of this Agreement and
has failed to cure such breach within the 30-day notice period. The end of such notice period shall be the
“Termination Date”.
13.3. Effect of Expiration or Termination. Upon expiration or termination of this Agreement:
13.3.2. Poynt shall continue to support the Authorized Products and Services following the Termination Date in
accordance with this Agreement provided the Partner continues to pay applicable support fees; and (b)
Partner shall remain liable for expenses or costs incurred but unpaid as of the date of such termination and
the remaining value, if any, of any purchase commitment made in any prior purchase orders.
13.3.3. Partner shall pay all fees due for Authorized Products and Services previously provided in accordance with
the payment provisions herein.
13.3.4. Certain other termination provisions for certain Authorized Products and Services are set forth in the
applicable Exhibits.
13.3.5. Notwithstanding the foregoing, Sections 6 (until all fees are paid), 4, 5, 7, 8.1, 8.3, 8.4, 9, 10.3, 12, 13, 14
and 15.1, 15.3, 15.5. 15.5, 15.6, 15.13 shall survive any expiration or termination of this Agreement.
Section 14. Compliance
14.1. Foreign Corrupt Practices Act. Partner and Poynt shall fully comply with all applicable anti-corruption and anti-
bribery laws and regulations in connection with this Agreement, including, but not limited to, the United States
Foreign Corrupt Practices Act (the “FCPA”), as may be amended from time to time. Any breach or violation of any
provision contained in this Section 14.1 shall be grounds for immediate termination of this Agreement by Poynt.
Partner represents and warrants that Partner has not committed and Partner has no information, reason to believe,
or knowledge of any of the Partner’s affiliates having committed or intending to commit any violation of the FCPA.
14.2. Export Control Laws. Poynt products, technology and/or software, including, without limitation, the Products are
subject to U.S. export control laws and regulations, including embargoes and sanctions, as well as the laws and
regulations of countries in which Poynt products, technology and/or software are sold. In connection with Poynt’s
policies to assure compliance with such laws and regulations, Partner agrees that the following terms and conditions
shall apply to Poynt’s sale of the Products to Partner:
14.2.1. Partner agrees to abide by all applicable U.S. and/or selling countries export control laws and regulations
for all Products purchased from Poynt. Without limiting the generality of the foregoing: (a) Partner and
Partner agents, representatives, and employees, represent and warrant that Partner/they will not
use, export or re-export, sell, re-sell, license, distribute, make available or transfer or cause or facilitate the
transfer of any Products, including any component or part thereof, directly or indirectly to: Cuba, Iran, North
Korea, Sudan, or Syria, or any other country for which the U.S. maintains an export embargo or other
economic sanctions; or any individual or entity listed on the U.S. Treasury Department’s list of Specially
Designated Nationals, the U.S. Commerce Department’s Table of Denial Orders or any other denied parties,
as such lists may be updated from time to time; and (b) Partner and Partner agents, representatives, and
employees, will not use, export or re-export, sell, re-sell, divert or otherwise transfer any Products, including
any component or part thereof, for use in activities that involve the development, production, use or
stockpiling of nuclear activities of any kind, chemical or biological weapons or missiles, unmanned aerial
vehicles, or microprocessors for military use, or any terrorist activities, nor use any Products, including any
component or part thereof, in any facilities that are engaged in activities relating to such weapons or
applications.
14.2.2. Partner represents and warrants that the Partner has the appropriate policies and procedures in place to
ensure compliance with the foregoing, including, without limitation, the prohibition of any re-export of any
Products to countries subject to a U.S. trade embargo. Such measures shall include, at a minimum, accurate
recordkeeping, and are subject to Poynt’s audit rights that may be exercised from time to time by us in our
sole and absolute discretion to confirm compliance.
14.2.3. Partner agrees that if Poynt reasonably believes that Partner is in breach of any of the terms and conditions
contained in this Section that alone shall be sufficient grounds for further action by Poynt, including, without
limitation, cancellation of any orders or denial of future business, without any liability or obligation to Partner.
In addition, Partner hereby indemnifies Poynt and its affiliates, directors, officers and employees for all costs,
expenses, damages, claims, charges, penalties, fines and other losses that arise in connection with any breach
by Partner or Partner agents or employees of the terms and conditions contained in this Section.
14.3. PCI and Related Certifications: Poynt shall maintain its PCI DSS, PTS, EMV and CE certification at its own cost, and
shall be validated as a PCI DSS, PTS, EMV and CE compliant service provider during the term of the Agreement.
Poynt and Partner warrant that they shall adhere to the standards maintained and published by the PCI Security
Standards Council.
Section 15. General
15.1. For the term of this Agreement and for one year thereafter, (i) each party shall not encourage or solicit any current
employee of the other Party to leave such party for any reason, and (ii) Partner shall not engage in any third-party
partnership relationship materially similar to this Agreement where Partner develops, promotes, sells, licenses,
distributes, or provides services that does or would compete directly with Poynt’s Authorized Products and Services.
The foregoing restriction on solicitation of current employees does not apply to unsolicited applications for jobs,
responses to public advertisements or candidates submitted by recruiting firms, provided that such firms have not
been contacted to circumvent the spirit and intention of this Section.
15.2. Partner and Poynt shall cooperate in good faith to integrate Authorized Products and Services with the Partner’s
systems.
15.3. Poynt and Partner shall at all times and for all purposes be deemed to be independent contractors and neither
party, nor such party’s employees, subcontractors or agents, shall have the right or power to bind the other party.
15.4. If any portion of this Agreement is held to be unenforceable, the remainder of this Agreement will remain valid.
15.5. This Agreement shall be governed by the laws of the State of California without regard to the conflicts of law
provisions thereof. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof,
shall be settled by arbitration in San Francisco, California in English and in accordance with the JAMS International
Arbitration Rules then in effect. Any judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. Notwithstanding the foregoing, each party shall have the right to institute an
action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s),
provided that a permanent injunction and damages shall only be awarded by the arbitrator(s).
15.6. If any legal action is brought to enforce any obligations hereunder, the prevailing party shall be entitled to receive
its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive. The
prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed
issues.
15.7. Partner may not assign this Agreement, or any of its rights or obligations hereunder, without Poynt's prior written
consent. Subject to the preceding sentence, this Agreement will ensure to the benefit of the parties' successors and
assigns.
15.8. Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person
or by courier, or mailed by certified or registered mail, postage prepaid, return receipt requested, to the applicable
address set forth below or legal@poynt.com. If notice is given in person or by courier, it shall be effective upon
receipt; and if notice is given by mail, it shall be effective three (3) business days after deposit in the mail.
15.9. The terms and conditions of this Agreement, together with the attached exhibits, constitutes the entire agreement
between the parties and supersedes all previous agreements, whether oral or written, between the parties with
respect to the subject matter hereof.
15.10. In the event of any conflict between the terms of this Agreement and those set forth on any Order forms
or other ordering document, the terms of this Agreement shall control. Order forms shall be effective only as to
quantity and kinds of Products ordered.
15.11. No amendment or waiver of this Agreement will be binding unless it has been agreed to in writing by both
parties.
15.12. Each Party shall not be responsible for any failure to fulfill its obligations under this Agreement due to
causes beyond its reasonable control, including without limitation acts or omissions of government or military
authority, acts of God, shortages of materials, transportation delays, fires, floods, labor disturbances, riots or wars.
15.13. Upon Poynt’s reasonable request, which shall be no more than once (1) per year, Partner shall provide
Poynt with current reporting regarding the number of Merchants and churn rate, in form and substance agreed by
Partner and Poynt. In addition, Partner shall promptly report any complaints or feedback on Poynt and Poynt
Terminal Software for the purposes of improving product quality.
The Authorized Subscription Software and Services that Poynt will provide to Partner (subject to the Distribution guidelines
in Exhibit B and the pricing outlined in Exhibit E) includes:
● Poynt Software Platform
o Poynt Cloud Platform Offering Service includes the following software features, functionality and
services; L2 support (detailed in Exhibit C), Hosting and backup for account data, Multi-terminal
configuration (terminals in the same store share a configuration, catalog, and work together out of the
box), Automatic network, PCI and EMV firmware and security updates, OS threat vector monitoring and
upgrades, Application notifications (for instance order ahead, buy online pickup in store), Cloud
integration with headless applications, Developer SDK for 3 party customization, Email receipts and
processor integration.
o Poynt Register Software. Poynt offers Basic, Advanced and Premium register software plans. the features
and functionality of these packages are under regular development. The Basic package is included with all
Poynt platform distribution.
▪ Basic - is the entry-level software plan available for any terminal that runs Poynt Platform.
(does not include the Contactless app, or dongle/mobile blue-tooth enabled card reader). It only
offers the basics: payment acceptance and reports. “Payment acceptance” includes the ability to
capture digital signatures and to track cash. Payment Platform does not include inventory
capabilities or item-level data, so if the Merchant needs to track products and manage in-stock
inventory the Merchant will need to upgrade to a higher-level software plan.
▪ Advanced - -includes all functionality in Payment Platform (basic plan). Advanced Register is
Poynt’s “cash register replacement” plan. It can replace your old low-tech cash register while
providing additional functions like basic inventory and order management. The plan is available
for any terminal running Poynt OS Platform (excludes contactless app, dongle/mobile blue-tooth
enabled card reader),and includes all of the features and functionality of Poynt Payment
Platform with added functionality.
▪ Premium -includes all functionality in Payment Platform (basic plan); and all functionality in
Advanced Register. The Premium Register is Poynt’s complete and most powerful plan, that
provides the full capability in the SPOS ecosystem, with enhanced inventory and full order
management. It’s available for all terminals except contactless app, dongle/mobile blue-tooth
enabled card reader. It offers full access to hundreds of apps in the Poynt App Center. It includes
all of the features and functionality of Poynt Payment Platform, and Performance Register, with
added functionality. Register Pro is the only plan that allows you to connect a weight scale, so if
you want to use Poynt to sell produce, or other weight- based items, this is the plan you’ll need.
Register Pro also allows you to send orders to the kitchen printer, or kitchen display, making it
more feature rich for restaurants. Register Pro should be sold to Merchants that want and need a
full-featured SPOS system or have more advanced needs, particularly in food service. Register
Pro includes extensive inventory management functions, enhanced modifiers variants, item-level
cost and profitability tracking and the ability to create combinations of items.
● Mission Control: Poynt’s Mission Control is an advanced web-based system that allows:
o Boarding of Merchants
o Configuration and Deployment of Terminals
o Development of Custom Applications
o Maintenance and Support of Terminals
o Manage Resellers
o Monitor and Manage Payment Activity
● Poynt Capital Services - eligible merchants can receive fast and easy access to funds to help their businesses grow.
Merchants are generally provided pre-approved offers in the form of merchant cash advances or loans via email,
online or Poynt device. The merchant is asked to provide some additional information and sign an agreement
online. Once completed the funds are normally deposited into the merchant’s bank account within one day. Paying
back the funds is easy and effortless for the Merchant. This service is included in the Poynt Payment Processing
Program. It also can be offered by our Partners to Merchants processing thru other processing relationships see
Exhibit E for details)
● Poynt App Marketplace provides authorized developers the ability to extend the Poynt functionality through
certified applications and services (“3rd Party Apps”) that build on the Poynt SDK. The Poynt App Marketpalce is
further described by EXHIBIT D.
● Poynt Terminals and Accessories
o Poynt Smart Terminal (Wifi). Poynt terminal, power adapter & cord, Wifi, EMV L1/L2, NFC and Card
Swipe, receipt printer and consumer facing display. Detailed specifications are available poynt.com.
o Poynt Smart Terminal (Cellular). Poynt terminal, power adapter & cord, Cellular wireless connectivity,
Wifi, EMV L1/L2, NFC and Card Swipe, receipt printer and consumer facing display. Detailed specifications
are available at poynt.com
o Poynt 5 (Wifi). Poynt terminal with power adapter & USB cord, Wifi, EMV L1/L2, NFC and Card Swipe.
Detailed specifications are available poynt.com.
o Third party Point of Sale Terminals. This list will be updated from time to time.
▪ Newland 910
o All other Poynt approved hardware accessories that can be used in conjunction with Poynt terminals.
EXHIBIT B: Poynt Distribution
- The Partner’s distribution/resale of Poynts Products, Services and Software Platform is restricted to the following:
- “Appointed Territory” shall mean the UNITED STATES OF AMERICA. For purposes of this Agreement, the United States of America excludes all territories of the United States, including Puerto Rico and Guam.
- “Approved Poynt Terminals, Accessories and Poynt Software Platform Customers” shall mean SMB Merchants and other sub distributors such as ISOs, and ISV’s and Merchant Acquirers in the Appointed Territories.
- “Approved Poynt Software Platform Customers” shall mean:
- ISO’s and Agents that resell merchant processing through the Partner.
- ISV must enroll any application they have developed and wish to download onto a Poynt terminal in the Poynt App store (via the POYNT website) and sign a separate App agreement license agreement with POYNT.
- “Approved Poynt Capital Customers” shall mean Merchants (i)located in the United States; (ii) satisfy Poynt’s underwriting criteria; (iii) meet a minimum Gross Processing Volume criterion; and (iv) meet other criteria set by Poynt.
- To facilitate distribution of Poynt Cloud Software, Poynt App Marketplace, Poynt Capital, and Poynt Terminals both parties agree to:
- Mutual Responsibilities
- Furnish each other with appropriate technical information for support and planning purposes, provided, however, that each party reserves the right, at its sole discretion, to determine the scope of such information.
- Partner shall maintain trained marketing, sales and support staff.
- Partner Operations. Partner agrees, at its own expense, to:
- Follow Poynt Branding and Marketing and Guidelines including:
- Using appropriate and up to date Poynt trademarks and brand and marketing collateral
- Provide equal branding of the reseller alongside Poynt in any marketing materials, including but not limited to websites, emails and sales collateral.
- Ensure the Poynt is prominently marketed by the Partner at least equal to any other Payment terminal or similar platform.
- Do not market the Authorized Products and Services and any associated offers under the Poynt name without explicitly presenting it on behalf of the Reseller.
- Submit to Poynt marketing for approval Marketing Materials utilizing Poynt Authorized Products and/or services prior to publication or broadcast.
- Ensure that its marketing support materials are current with Poynt’s product line at all times; marketing materials shall be provided to Partner free of charge.
- Provide reasonable and appropriate technical support for demonstrations, benchmarks and general sales promotion, as well as for exhibitions and promotional seminars.
- Retain Poynt’s labels and marks on the Products and only add other labels, tags or marks with Poynt’s consent Load all necessary processor and encryption keys in accordance with payment industry standards and practices.
- When reselling and supporting Poynt Software Platform:
- Provide Level 1 support for the merchant or ISO on any issues involved with the on boarding of a new account or servicing of an ISO. The Partner must provide initial triage of the support ticket before requesting Poynt’s assistance.
- Train the merchant or the sub distributor on how to use the Poynt terminal and backend Merchant HQ.
- Provide regular training sessions on the product and features of the Poynt system.
- Onboard all Merchant accounts on Poynt’s back office before activating the account.
- Take the necessary steps to avoid attrition of accounts by providing outstanding service to the merchant
- When distributing Poynt Capital Services, the Partner will adhere to requirements set forth in Exhibit E.
- Follow Poynt Branding and Marketing and Guidelines including:
- Mutual Responsibilities
EXHIBIT C: Poynt Support Services
Poynt Support Services
Poynt provides a variety of services to support the Authorized Products and Services.
Level One Support Services: Level One Support will be provided by the Partner twenty four (24) hours a day, seven (7) days a week and include, but not be limited to, hardware triage, end user inquiries relating to installation, basic functionality, basic user preferences, user interfaces, password resets, the existence of features, the operation of features, networking issues, printer issues, system-independent configuration issues, or any other basic aspect of the installation, RMA management, configuration, operation, merchant account activation, or functionality of Authorized Products and Services. Level One Support also includes supports during the on-boarding and activation process. Support agents must be familiar with all aspects of Poynt’s management portal (Mission Control/Reseller Portal).
Level Two Support Service: Level Two support is a technical support service (as further defined below) to address complex issues or program errors that cannot be resolved by Level One support. Level Two support is available to all Partners for all Authorized Products and Services. Poynt will provide email and chat support in English to Partner. Refer to the tables below for more details regarding severity levels and response times.
Level Two Severity Levels
Poynt will assign a severity level to each reported issue in accordance with the following criteria.
Level Two Expectation and Response Times
Poynt shall use commercially reasonable efforts to meet the following target response times. Such target response times reflect elapsed time from initial notification to Poynt of support requests.
Obligations of Partner
Partner shall provide Poynt with contact information for its technical staff member(s) who are authorized to contact Poynt for Level Two support. Partner and Poynt agree and acknowledge that the Level One support to be provided by Partner shall endeavor to screen out all problems that have causes other than the Authorized Products and Services. The Partner agrees to execute any first level triage in relation to Authorized Product prescribed by Poynt and within the capacity of its abilities. The Partner shall provide Poynt with support contacts and any other authorized alternates who may contact Poynt support. Only technically qualified personnel may contact Poynt support. Partner support staff will attend at least one training webinar a quarter to learn about new features, troubleshooting steps and other topics.
Exclusions
Poynt shall have no obligation to provide support for service problems caused by (i) Partner's or a customer's negligence, abuse or misapplication, (ii) use of services other than as specified herein; (iii) causes beyond the control of Poynt; or (iv) any terminal communication software installed on any hardware that is not supported by Poynt. Poynt is not responsible for providing any support for third party applications or Partner developed applications.
EXHIBIT D: Poynt App Marketplace
1.1. App Center & Poynt App Center Apps. Poynt shall make available the App Center and App Center Apps to Partner and the Merchants pursuant to the terms set forth herein. A copy of Poynt’s App Center
principles can be found at https://poynt.github.io/developer-docs/appStore/app-ecosystem.html
1.2. Terms of Use. The access and use of App Center and App Center Apps by Partner and the Merchants shall be subject to the terms of use, an example of which can be found at https://poynt.com/terms-of-
use/(“Terms of Use”).
1.3. Unsafe, Inappropriate or Abusive Applications. Partner may request Poynt, at any time, to remove any App Center Apps that may be deemed by Partner to be abusive, in violation of Law or displaying
objectionable content.
EXHIBIT E: Poynt Capital Distribution Program
- Referral Program. Partner who offers credit card processing services to merchants shall refer to Poynt, Customers that are candidates (as reasonably determined by Partner) for Poynt Capital Service with Poynt. During the term of this Agreement, Partner acknowledges that in the referral of Customers to Poynt, Partner shall have no authority to bind Poynt and further acknowledges that Poynt relationships with accepted Customers shall be governed by Poynt Capital Agreement.
- Revenue Share. The Revenue Share participation will be set for each type of Poynt Capital program.
2.1 MCA (Merchant Cash Advance) Revenue Share. Poynt Capital will provide the Partner with a revenue share of 1.6% of the Merchant Cash Advance. The Portion of the Revenue Share will be paid based on the percentage of the MCA repayment made at the time the referral fee is due.
For example, if Poynt Capital funds and MCA for $20,000, the Partner will have the opportunity to earn a total of $320 (1.6% x $20,000) in revenue share. If 50% of the MCA has been paid by the merchant, Poynt Capital will pay 50% of the revenue share or $160.
- Payments to Partner. Subject to the terms of this Schedule and the Agreement, Poynt will pay to Partner the referral fees as set forth below.