STANDARD MERCHANT AGREEMENT

This STANDARD MERCHANT AGREEMENT (the “Merchant Agreement”) is entered into by and between you and Five Stars Loyalty, Inc. (“Fivestars”). Specific business terms associated with your subscription to the Platform and use of any services described hereunder are set forth in one or more ordering documents executed by you and Fivestars that reference this Merchant Agreement (“Order Form”) and are hereby incorporated into this Merchant Agreement by reference. Collectively, the Merchant Agreement, any Order Forms and any other terms referenced or linked herein shall be the “Agreement”. For the purposes of this Merchant Agreement, “you” or “Merchant,” means the party identified as the merchant in the applicable Order Form. By executing an Order Form that references this Merchant Agreement, each party signifies that it has read, understands, and agrees to be bound by this Merchant Agreement. This Agreement shall be effective as of the date the first applicable Order Form is executed.

1. Fivestars’ Services.
1.1. Software, Dashboard, and Equipment. Subject to the terms of this Agreement, Fivestars will allow Merchant to access and use Fivestars’ customer engagement and payment processing platform known as “Fivestars,” as may be further described at www.fivestars.com and/or on the applicable Order Form (“Platform”). The Platform includes the Dashboard, Equipment and Software (all as defined in Section 1). The Platform consists of three (3) main components: (a) an online dashboard hosted by Fivestars that allows Merchants to manage and create rewards programs and track customer data (“Dashboard”), (b) certain equipment, including, without limitation, tablets, scanners, and/or other devices provided by Fivestars to Merchant under an applicable Order Form (the “Equipment”), and (c) software that is either pre-loaded on the Equipment or downloaded onto the Merchant’s point of sale machine that interacts with the Dashboard (“Software”). Subject to the terms and conditions of this Agreement, Fivestars hereby grants to Merchant a non-exclusive, non-assignable, non-transferable, nonsublicensable, revocable limited right and license to use and display the Software solely for Merchant’s business purposes. Merchant shall only use the Equipment to the extent necessary for Merchant to use the Platform, as provided in this Agreement. Merchant may not use the Equipment for any other purpose or in any manner not expressly authorized by Fivestars. Any and all use of the Equipment is subject to Merchant’s compliance with the terms and conditions contained in the equipment Addendum, located at https://hi.fivestars.com/Equipment-Terms.html (the “Equipment Addendum”), as may be updated by Fivestars from time to time.
1.2. Payment Processing Services. Fivestars is also the provider of certain payment processing services (known at the time of execution of this Agreement as “Fivestars Pay”) that, if purchased by Merchant pursuant to an Order Form, will be provided to Merchant through the Platform (“Payment Processing Services”). Specific terms governing Fivestars’ provision and Merchant’s receipt of the Payment Processing Services are as forth in our Payment Processing Services Terms located at https://hi.fivestars.com/payment_processing_terms, as may be updated by Fivestars from time to time.

2. Fivestars Deals. Fivestars is the owner and operator of a service that allows customers to publish through the Dashboard, or allow Fivestars to publish on their behalf, advertisements for such customer’s business that Fivestars will serve to Fivestars’ end user consumers (the “Fivestars Deals”). Fivestars Deals will be provided through the Platform. Merchant is fully responsible and liable for all advertisements offered through the Fivestars Deals. The Fivestars Deals is known, at the time of acceptance of this Agreement, as “Fivestars Acquisition” or, if provided free of charge, “Freemium.” If access to the Fivestars Deals is purchased by Merchant pursuant to an Order Form, Fivestars will use commercially reasonable efforts to deliver the number of impressions per month stated on such Order Form.
2.1. Beta Products. Occasionally, we look for customers to help us test new services or new features of our existing services. If we wish for you to test alpha or beta features/services, will either request whether you would like to test such features/services or these features will simply be identified within the Services as “alpha”, “beta” or “pre-release,” (or words or phrases with similar meanings) (each, a “Beta Product”) and you will have the option to use them or refrain from using them. If you choose to use a Beta Product, you understand and agree that Beta Products are made available on an “as is,” and “as available” basis and, to the extent permitted under applicable law, without any warranties, liabilities, indemnities, or contractual commitments of any kind. You agree to use all Beta Products in compliance with applicable law.

3. Remote Access. Merchant understands and agrees that when the Software is installed (either as pre-loaded software on the Equipment or installed by Merchant or Fivestars on Merchant’s point of sale machine), remote access software will also be installed. Remote access software is installed and provided for the sole purpose of Fivestars maintaining and providing remote technical support for such Software.

4. Restrictions on Merchant’s Use. Merchant agrees that it will not (a) decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Platform, (b) sell, lease, license, sublicense, distribute, rent, transfer, assign, time share, or otherwise commercially exploit or provide the Platform to any third party, (c) create internet “links” to or from the Dashboard, or “frame” or “mirror” the Dashboard, (d) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, SDKs, non-public APIs or underlying ideas or algorithms of the Platform, except as and only to the extent this restriction is prohibited by law, (e) remove or obscure any copyright, trademark or other proprietary notices, legends or Fivestars branding contained in or on the Platform, (f) use the Platform in any way that violates any applicable federal, state, local or international law or regulation, (g) introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, (h) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Dashboard, the server on which the Dashboard is stored, or any server, computer or database connected to the Platform, or (i) use the Platform to send or store materials that is obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights. Merchant also agrees that it will only use the Software and Equipment in order to interface with the Dashboard as contemplated by this Agreement. Fivestars may, in its sole discretion, immediately suspend Merchant’s access to the Platform if Merchant violates the terms of this Section.

5. Consumer Rewards Programs.
5.1. Merchant Rewards. Merchant grants to Fivestars a non-exclusive, worldwide license and right to display, reproduce and use Merchant’s trademarks and logos and business description (collectively, “Merchant Marks”) solely in connection with operating the Platform and providing the Fivestars Deals to Merchant and Fivestars’ other merchant customers. Merchant understands and agrees that the Merchant Marks may be displayed alongside or together with other merchants’ marks both during and after the Term. As part of the Platform and the Fivestars Deals, Merchant will create offers, rewards, rewards programs, and the like that Merchant will offer to its customers (“Consumers”) through the Platform or Fivestars Deals (“Rewards”). Merchant is solely responsible for its Rewards and all liability arising from such Rewards, including its failure to honor any Rewards. Merchant is responsible for presenting terms and conditions for its Rewards to Consumers that comply with all applicable law. Merchant represents, warrants and covenants that it will honor any Rewards it offers, even after any expiration or termination of this Agreement. Merchant further represents, warrants and covenants that the Rewards (including all text, SMS, and e-mail messages sent by Merchant through the Platform and/or the Fivestars Deals) will comply with all applicable laws and regulations. One of the services Merchant may utilize on the Platform is the service known as “AutoPilot Campaign(s),”. Fivestars will activate the AutoPilot Campaign within 7 days of the Effective Date (as defined herein below) with the settings specified in the Order Form or using standard settings for the Merchant’s industry. Merchant agrees to honor its Rewards and AutoPilot promotions and can adjust the foregoing by notifying Fivestars in writing at [email protected] or by calling at 860-578-2770. Merchant agrees to receive periodic SMS promotions, advertisements, and/or notifications regarding Merchant’s use of the Platform from Fivestars during use of the service. Merchant can opt out at any time by replying “STOP” to a campaign. Standard data and message rates may apply. Following any expiration or termination of this Agreement and if requested by Merchant within seven (7) days of such expiration or termination, Fivestars will provide Merchant with any relevant information in Fivestars’ possession regarding the then-current status of the Consumers in relation to the Merchant Rewards Program.

5.2. Fivestars Rewards. Consumers, through their own Fivestars account, may accumulate credits or points (or the like) as a result of their activity through such account (“Fivestars Credits”). Fivestars has the right to issue Fivestars Credits in its sole discretion. Merchant agrees that its Rewards will accommodate and allow Consumers to redeem Fivestars Credits. Other terms related to the Fivestars Credits and your use of the Fivestars Credits will be stated on the applicable Order Form.

6. Rules Regarding Consumers. Merchant acknowledges and agrees that when a Consumer signs up to be a user of the Platform (or when Merchant enrolls a Consumer or enables a Consumer to enroll as a user of the Fivestars service), whether through the Fivestars’ web site or otherwise, such customer shall be deemed a customer of Fivestars, and Fivestars shall have the perpetual and irrevocable right to use, in connection with its business activities, all information made available to Fivestars here under and will continue to have the right to communicate with Consumers and provide the Platform in relation to such Consumers, in each case even after the expiration or termination of this Agreement. Merchant also acknowledges that each Consumer will enter into separate terms with Fivestars when they enroll as a user (i.e. set up an account or have an account set up for them), which governs their use of Fivestars consumer platform. To the extent Merchant enrolls a Consumer as a user of the Fivestars service (or enables a Consumer to enroll) or provides Fivestars with data and information (including a cellular or mobile number or other personally identifiable information) of any person who provides such information to Merchant, Merchant represents and warrants that Merchant has (a) informed each such person of the Fivestars Terms of Use and Privacy Policy and gotten such person’s prior express written consent to send, and have Fivestars send, text messages or other communications to such person, and (b) obtained all necessary consents and rights required (i) to share that information with Fivestars, and (ii) so that Fivestars may so communicate with each such person and otherwise use such data and/or information in any manner that complies with Fivestars’ Privacy Policy. Merchant agrees that in connection with Merchant’s use of Consumer Data (as defined below) (including all POS Device Data (as defined herein below), even if such data does not emanate from a registered Customer) and the Platform, and Merchant’s administration of its Rewards(s), it shall comply with all applicable laws and any written policies provided by Fivestars to Merchant from time to time, including Fivestars’ privacy policy located at www.fivestars.com/privacy (“Privacy Policy”), as may be updated by Fivestars, in Fivestars’ sole discretion, from time to time, by replacing or amending the terms contained at the foregoing URL. Merchant shall include an opt-out notice in any communications that it delivers to any Consumers, and will comply with any opt-out requests made by Consumers as well as notify Fivestars when a Consumer opts out of receiving electronic communications.

7. Data Fivestars Collects. Fivestars may collect data related to the provision, use, and performance of the Platform, which shall include receipt, payment card slip, bill, and order ticket data from Merchant’s point-of-sale (“POS”) printers and other POS devices (including personal information of Consumers that have not registered as customers of Fivestars) (collectively “POS Device Data”), Consumer Data, and any other data that Merchant otherwise provides to the Platform. Merchant represents, warrants, and promises that it will obtain and maintain the proper consents to allow Fivestars to use the POS Device Data as contemplated under this Agreement (including the Privacy Policy). The parties acknowledge and agree that Fivestars may collect, analyze, and use all such data (including POS Device Data) for any purpose provided that such data may not be disclosed except in an aggregate or other de-identified form that does not identify Merchant or any individual customer of Merchant (“Aggregate Data”). Fivestars shall be the exclusive owner of the Aggregate Data.

8. Payment.
8.1. Fees and Payment Generally. Merchant will pay Fivestars in accordance with the payment terms set forth on the Order Form or Statement of Work. Fees may be due in advance or shall be paid in arrears, as described on the applicable Order Form. Fivestars may update its fees at any time upon thirty (30) days’ prior written notice to Merchant. Fees may be paid by credit card or invoice, as stated on the applicable Order Form. All fees paid are non-refundable and all fees due are non-cancellable. All charges and fees will be calculated and paid in the local currency of Merchant (either USD or Canadian Dollars). Merchant will also be responsible for any cancellation fees or fees charged as a result of Merchant’s failure to meet certain minimums as set forth on the applicable Order Form.
8.2. Monthly Commission Fees. Fivestars may charge monthly commission fees as set forth in the applicable Order Form.
8.3. Invoicing for Fivestars Deals. Fivestars will use its own internal reports (the “Fivestars Reports”) as the basis for invoicing or charging Merchant for all amounts payable related to the Fivestars Deals. Such Fivestars Reports will be prepared by Fivestars using Fivestars’ standard methodologies and protocols. Merchant agrees that the Fivestars Reports will be the sole basis on which all amounts due under an Order Form related to the Fivestars Deals will be calculated.
8.4. Credit Card Payments. If Merchant is paying via credit card, Merchant authorizes Fivestars to charge the fees due hereunder (and any other charges Merchant may incur in connection with the Platform (such as taxes)) to Merchant’s provided payment instrument in advance on a periodic basis in accordance with the terms on each Order Form. Merchant is responsible for keeping its payment instrument and all associated information (such as the expiration date of a credit card) current at all times. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Merchant does not promptly update its payment instrument information, (a) Fivestars reserves the right to suspend Merchant’s access to the Platform or to cease providing the Fivestars Deals until such time as payment is successfully settled, including past due payments, if any and (b) Merchant authorizes Fivestars to continue charging its payment instrument, as it may be updated from time to time.
8.5. Exceeding Usage Limitations. If Merchant’s use of the Platform exceeds the capacities or limits on an Order Form or otherwise requires the payment of additional fees, Merchant hereby authorizes Fivestars to charge such additional fees to Merchant’s payment instrument or invoice Merchant for such additional fees in the following pay cycle.
8.6. Overdue Payments. If Fivestars will invoice Merchant for fees owed hereunder, Merchant’s payment will be considered delinquent if a payment is not received within thirty (30) days following the receipt of an invoice for such payments. Merchant agrees to pay the costs and expenses incurred by Fivestars or on behalf of Fivestars in connection with the collection of any unpaid charges and fees.
8.7. Right to Set Off. Merchant agrees that Fivestars may set off any amounts due to Fivestars or that Fivestars owes on behalf of Merchant from any amounts owed by Merchant hereunder. Merchant agrees to cover any additional bank or payment processing charges associated with all Fivestars payments and fees. Fivestars is not obligated to pay any item presented for payment if Merchant's account does not contain sufficient collected funds.
8.8. Taxes. Merchant will be responsible for all applicable local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes in connection with this Agreement (excluding taxes based on Fivestars’ net income). Billing will commence on the first billing date, as specified in the Order Form.

9. Term and Termination.
9.1. Term. The term of this Agreement shall start on the effective date listed on the first Order Form entered into by the parties (“Effective Date”) and continue for as long as any Order Form referencing this Agreement remains in effect. Unless otherwise stated on the Order Form, each Order Form will begin on the start date indicated therein and continue for the initial term, also indicated therein (“Initial Term”); the Order Form will automatically renew for successive periods equal to the Initial Term (each, a “Renewal Period”) (collectively, the Initial Term and any Renewal Periods shall be the “Term”) unless either party provides the other with notice of its intent not to renew at least thirty (30) days before the end of the then-current Term.
9.2. Termination. Either party may terminate this Agreement if the other party breaches or defaults on any of its obligations under this Agreement (such that the breach or breaches, individually or in the aggregate, deprive the other party of the intended benefit of this Agreement) and said breach or default continues un-remedied for a period of ninety (90) days after the breaching party’s receipt of written notice. Written notices of breach must specify the grounds of such breach or default in reasonable detail. Except as provided in this Section and Section 9.1 above, Merchant may not otherwise terminate this Agreement or any Order Form except as may be explicitly set forth on the Order Form.
9.3. Effect of Termination. Upon termination of this Agreement, Merchant’s rights to use and access the Platform will immediately cease and Merchant will cease using and accessing the Software and the Dashboard and return all Equipment and pay any associated fees in accordance with the terms of the applicable Order Form. Sections 4 through 14 will survive the termination or expiration of this Agreement.

10. Confidentiality.
10.1. Definitions and Obligations. Fivestars and/or Consumers may from time to time disclose to Merchant (both orally and in writing) certain financial, personal and/or other information or data, including the terms of this Agreement, POS device Data, and magnetic-stripe data (“Confidential Information”). Merchant agrees: (a) without limiting any other provision of this Agreement, to protect all Confidential Information with the same degree of care (which in no event shall be less than reasonable care) as Merchant uses to protect its own Confidential Information of like kind; (b) not to use the Confidential Information for any purpose except to perform its obligations hereunder; and (c) not to disclose of the Confidential Information to any third party. The confidentiality and security obligations of Merchant will survive termination or expiration of this Agreement indefinitely. Merchant shall be responsible for any breach of its confidentiality obligations by its employees, contractors, and agents.
10.2. Exceptions. Fivestars agrees that the foregoing will not apply with respect to any Confidential Information that Merchant can document (a) was in its possession or known by it prior to receipt from Fivestars or a Consumer, or (b) was rightfully disclosed to it without restriction by a third party. If Merchant is required by law to make any disclosure of Confidential Information, it may do so to the extent of such requirement, provided that it first gives written notice to Fivestars thereof (if legally permitted) and makes best efforts to preserve the confidentiality of the Confidential Information despite such disclosure.
10.3. Return and Destruction. Upon termination of this Agreement for any reason, or upon Fivestars’ request at any time, Merchant shall promptly return to Fivestars or, at Fivestars option, destroy all of Fivestars’ Confidential Information and destroy all information, records and materials developed therefrom.
10.4. Equitable Relief. Given the unique and proprietary nature of the Confidential Information, monetary damages may not be calculable or a sufficient remedy for any breach of this Section 10 by Merchant, and Fivestars may suffer great and irreparable injury as a consequence of such breach. Accordingly in the event of such a breach or threatened breach, Fivestars shall be entitled to seek equitable relief (including, but not limited to, injunction and specific performance) in order to remedy such breach or threatened breach. Such remedies shall not be deemed to be exclusive remedies for a breach by Merchant but shall be in addition to any and all other remedies provided hereunder or available at law or equity to Fivestars.
10.5. Data Security. Merchant agrees to at all times maintain and enforce an information security program including safety and physical and technical security policies and procedures with respect to its receipt of POS Device Data, Fivestars Confidential Information and any information received from Consumers (“Consumer Data”) (collectively the POS Device Data, Fivestars Confidential Information and the Consumer Data shall be the “Information”) that are designed to provide technical and organizational safeguards against accidental, unlawful, or unauthorized access to or use, destruction, loss, alteration, disclosure, or transfer of such Information that ensure a level of security appropriate to the risks presented by the use of the Information and the nature of such Information, consistent with industry practice and standards. Merchant will also take all reasonable measures to secure and defend all locations, equipment, systems, and other materials and facilities employed in connection with its business operations against "hackers" and others who may seek, without authorization, to disrupt, damage, modify, access, or otherwise unlawfully process the Information found therein. Merchant will immediately report to Fivestars any breach of security or unauthorized access to the Information that Merchant detects or becomes aware of (“Security Incident”). Merchant will use its best efforts to remedy a breach of security or unauthorized access in a timely manner and an assessment and future incident mitigation plan with regard to such Security Incident. Without limiting the generality of the foregoing, Merchant and Fivestars will work together to formulate a plan to rectify all Security Incidents.

11. Indemnity. Merchant will defend (at its sole expense) any third party claims, suits, actions, demands, threats, allegations or other legal proceedings brought against Fivestars and each of its affiliates, and their respective directors, officers, employees, representatives, and agents arising out of (a) Merchant’s use of Fivestars Deals and the Rewards, (b) Merchant’s breach of Section 5, (c) Merchant’s breach of any representations and warranties contained herein, (d) breach of any applicable laws, rules, or regulations (including PCI DSS), (e) the allegation that the Merchant Marks and/or Fivestars’ use thereof infringes the rights of any third party, and (f) any Security Incident, and Merchant will pay (i) any settlements entered into between Fivestars or Merchant and the third party claimant, or (ii) judgments awarded to the third party claimant by a court of competent jurisdiction. Fivestars shall (x) provide Merchant with prompt written notice of any claim, (y) subject to Fivestars’ right to approve or reject controlling counsel, grant Merchant control of the defense and settlement of the claim, and (z) provide reasonable information and assistance to Merchant in the defense or settlement of the claim at Merchant’s expense.

12. Warranty Disclaimer. THE FIVESTARS PLATFORM AND PROGRAM AND ALL PRODUCTS, SERVICES (INCLUDING THE FIVESTARS DEALS), CONTENT AND ITEMS PROVIDED BY FIVESTARS HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE EQUIPMENT) ARE PROVIDED “AS IS” AND FIVESTARS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION OF UNINTERRUPTED USE AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. MERCHANT AGREES THAT ITS USE OF THE FIVESTARS DEALS IS SOLELY AT ITS OWN RISK. FIVESTARS MAKES NO WARRANTIES OR PROMISES OF ANY KIND THAT MERCHANT WILL REALIZE CERTAIN RESULTS FROM THE FIVESTARS DEALS OR ANY OTHER PROFESSIONAL SERVICE.

13. Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, AND REGARDLESS OF THE FORM OF ACTION (E.G., WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) NEITHER FIVESTARS NOR ANY OF ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE TO MERCHANT OR TO ANY OTHER PARTY IN CONNECTION WITH ANY SUBJECT MATTER OF THIS AGREEMENT FOR (A) ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION), OR (B) ANY AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY MERCHANT TO FIVESTARS HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE APPLICABLE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY WHETHER OR NOT FIVESTARS (OR ITS LICENSOR OR SUPPLIER, AS APPLICABLE) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14. General Provisions. Merchant agrees that Fivestars may use Merchant’s name and logo to identify Merchant as a merchant of Fivestars on Fivestars’ website and in other advertising, marketing and promotional materials. Merchant may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without Fivestars’ prior written consent, except to a successor to all or substantially all of its business or assets; Fivestars may assign this Agreement and/or any of its rights and/or delegate any of its duties under this Agreement without consent. This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, and supersedes all previous communications, understanding and agreements (whether oral or written). Fivestars reserves the right to alter the terms of this Agreement at any time. If the alterations constitute a material change to the Agreement, Fivestars will notify Merchant via email or by notifying Merchant through the Dashboard. What constitutes a “material change” will be determined at Fivestars’ sole discretion, in good faith and using common sense and reasonable judgment, but will only include those changes that materially affect Merchant’s use of the Platform or Fivestars Deals or Merchant’s rights under this Agreement. All notices required hereunder will be provided via email or, in Merchant’s case, through the Platform. Notices to Fivestars must be sent to [email protected] or another email address provided to Merchant in writing; notices to Merchant will be sent to the email provided on the applicable Order Form or another email address provided to Fivestars in writing. Notices will be considered to have been delivered once sent. Merchant agrees to review the latest version of the Agreement at the applicable URL stated Merchant’s Order Form periodically to remain aware of any non-material modifications to the Agreement about which Merchant is not alerted by Fivestars. The Agreement available at such URL will be dated so as to make clear what version is currently in force. Any use of the Platform or the Fivestars Deals after alteration of the Agreement will constitute acceptance by Merchant of such changes. If Merchant does not agree with the altered agreement, Merchant must cease using and accessing the Platform immediately and contact Fivestars’ support line at 860-578-277. The Agreement consists of this Merchant Agreement, all Order Forms, all Statements of Work, and any exhibits attached thereto, and represents the entire agreement between the parties; any additional or conflicting conditions, printed or otherwise, appearing on any orders, copy instructions or other documents will be of no effect. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard for conflict of law principles. The parties irrevocably consent to the exclusive personal jurisdiction of the federal and state courts located in San Francisco County, California. It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.