Sapphire Payment Solution offers a range of technology solutions to businesses using its platform. These services enable customers to engage with Sapphire Payment Solution-powered merchants in several ways, including but not limited to: (i) placing orders for food, beverages, or other products offered by the merchant (“Purchases”); (ii) joining a waitlist or reserving a table at a participating location; (iii) exchanging messages with the merchant (“Merchant Communications”); and (iv) earning or using Sapphire Payment Solution Cash, loyalty points, or promotional credit toward future purchases. Sapphire Payment Solution also facilitates these transactions and processes payments on behalf of the merchant when customers use an approved payment method (“Payment Transaction”).

Sapphire Payment Solution values your privacy and the security of your personal information. Our Privacy Policy outlines what data we collect, how we use it, and the measures we take to safeguard your information. By using our Services, you agree to the collection, use, processing, and disclosure of your personal information as described in our Privacy Policy, available at: https://sapphirepayusa.com/privacy.

We encourage you to review our Privacy Policy thoroughly, as it is a binding part of these Terms of Service and outlines your rights regarding your data.

If you are a Merchant or a Merchant Employee, please note that certain User Content processed through the Services may be visible and accessible to your employer.

You agree to indemnify, defend, and hold harmless Sapphire Payment Solution, along with its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable legal, accounting, and collection fees) arising out of or related to: (a) your use or misuse of the Services, except where due to Sapphire Payment Solution’s gross negligence or willful misconduct; (b) your breach of these Terms, the Privacy Policy, or any applicable Sapphire Payment Solution policies; (c) your violation of any applicable law or regulation, including privacy or consumer protection laws; (d) your use of or interaction with Third-Party Content; or (e) claims related to Sapphire Payment Solution’s lawful use of any intellectual property you provide.

These Terms of Service are governed by the laws of the State of Texas and applicable U.S. federal law, without regard to conflict of law principles. Except as otherwise stated in Section 7 (Arbitration), any legal disputes must be resolved in the courts located in Austin, Texas.

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect. Failure by Sapphire Payment Solution to enforce any term will not be considered a waiver. A waiver must be in writing to be enforceable.

These Terms represent the entire agreement between you and Sapphire Payment Solution and supersede all prior discussions or agreements, whether written or oral. Section titles are for convenience only and have no legal significance. You may not assign your rights under these Terms without prior written consent from Sapphire Payment Solution. We may freely assign these Terms to any affiliate or successor. Please be aware that content you submit through the Services may be publicly accessible, and you should take precautions to protect any sensitive information.

If you download and use the Sapphire Payment Solution mobile application from the Apple App Store, you agree to be bound by Apple’s Licensed Application End User License Agreement, available through the App Store.

WE MAY REVISE OR MODIFY THESE TERMS OF SERVICE AT ANY TIME, AT OUR SOLE DISCRETION, AND WILL PUBLISH THE UPDATED VERSION ON OUR WEBSITE. IF ANY OF THE CHANGES NEGATIVELY IMPACT YOU, WE WILL NOTIFY BOTH YOU AND YOUR MERCHANT—THIS MAY INCLUDE EMAIL COMMUNICATION, ON-SCREEN ALERTS WITHIN THE SERVICES, OR NOTICES AS OUTLINED IN THE MERCHANT AGREEMENT. IF YOU DO NOT ACCEPT THE REVISED TERMS, YOU ARE REQUIRED TO INFORM YOUR MERCHANT. THE UPDATED TERMS WILL BECOME EFFECTIVE ON THE DATE SPECIFIED WITHIN THEM. BY CONTINUING TO USE THE SERVICES AFTER THAT EFFECTIVE DATE, YOU ARE AGREEING TO THE NEW TERMS.

SUBJECT TO SECTION 4.4, EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT […]

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE HELD LIABLE UNDER ANY LEGAL THEORY, INCLUDING CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR (B) ANY ISSUES OUTSIDE ITS REASONABLE CONTROL, REGARDLESS OF FORESEEABILITY, EVEN IF ADVISED OF SUCH POSSIBILITIES, AND EVEN IF ANY REMEDY FAILS ITS FUNDAMENTAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100) UNDER ANY CIRCUMSTANCES.

NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY RIGHTS OR REMEDIES THAT CANNOT LEGALLY BE LIMITED OR EXCLUDED. IF A NON-EXCLUDABLE WARRANTY OR GUARANTEE IS IMPLIED AND BREACHED, CYVIAN CAPITAL'S LIABILITY WILL BE LIMITED TO, AT ITS OPTION: (I) FOR GOODS: REPLACEMENT, REPAIR, OR COST OF REPLACEMENT/REPAIR; OR (II) FOR SERVICES: RE-SUPPLY OR THE COST TO RE-SUPPLY.

SECTION 5 IS HEREBY REMOVED IN ITS ENTIRETY.

SUBJECT TO THE MERCHANT AGREEMENT, CYVIAN CAPITAL MAY (A) TEMPORARILY OR PERMANENTLY RESTRICT OR SUSPEND ACCESS TO THE SERVICES OR USER CONTENT, WITH ACCESS TO BE RESTORED ONCE THE ISSUE IS RESOLVED; AND (B) MODIFY THESE TERMS. IN CASE OF DETRIMENTAL CHANGES, NOTICE WILL BE PROVIDED, INCLUDING THROUGH IN-APP NOTICES OR MESSAGES.

Delete sub-section 8.2 of this EULA in its entirety.

Any action, claim or dispute related to these Terms of Service will be governed by the laws of Australia. The parties agree that the courts of Australia shall have exclusive jurisdiction to hear and determine any dispute between them.