EFFECTIVE AS OF MARCH 17TH, 2023

SPOTON TRANSACT LLC Google Business Profile & Google Ads TERMS OF SERVICE

These SpotOn Transact LLC (“SpotOn”) Google Business Profile (“GBP”) & Google Ads Terms of Service (“GBP Terms”), outline the terms regarding Client’s use of a SpotOn account for GBP & Google Ads Services.

These GBP Terms are incorporated into, made part of, and governed by the Merchant Terms and Conditions for Services Provided by SpotOn Transact, LLC: (“Merchant Terms”). If there is a conflict between the Merchant Terms and the GBP Terms, the GBP Terms control for the GBP & Google Ads Services.

These GBP Terms are a legally binding contract between Client and SpotOn. If Client does not agree with the GBP Terms, do not use SpotOn for GBP Services.

By using SpotOn for GBP & Google Ads Services, Client agrees to be bound by the GBP Terms.

If Client uses SpotOn for GBP & Google Ads Services on behalf of an entity, Client agrees to the GBP Terms for that entity and represent and warrant to SpotOn that the individual agreeing for Client has the authority to bind that entity to the GBP Terms.

1. CHANGES TO GBP TERMS

SpotOn reserves the right to modify the GBP Terms. SpotOn will post the most current version of the GBP Terms at: www.spoton.com/legal/gmb-terms. Client’s continued use of GBP Services after SpotOn publishes or notifies Client about SpotOn’s changes to the GBP Terms means Client consents to the updated terms.

2. GBP SERVICES

GBP & Google Ads allows Client to promote its Business Profile and website on Google Search and Maps to connect with Client’s customers, post updates to its Business Profile (e.g. address, telephone, website, open hours, photos, special offers, promotions), and see how its customers interact with its business on Google. GBP Services FAQ: https://www.google.com/intl/en_us/ex/13100835/business/faq/?mid=13100835

3. SPOTON ACCOUNT

With a SpotOn account for GBP Services, Client authorizes SpotOn to manage business information on GBP & Google Ads for Client.

Sign up for a SpotOn account for GBP Services on the GBP page in SpotOn Marketing: gmb-web.spoton.com.

Upon selecting the option “Create my account for me”, Client consents to SpotOn managing business information on GBP for Client.

SpotOn will create or claim Client’s GBP location on Client’s behalf. SpotOn’s Gmail account (gmb@spoton.com) will be the primary owner of the location. SpotOn will not share passwords with Client. No Client Gmail account will be associated with the location. If Client chooses to be a secondary owner, SpotOn will grant secondary ownership access to Client upon the Client’s request.

4. GBP DATA

SpotOn will use Client’s GBP data: (a) to manage business information on GBP for Client; (b) as authorized by the GBP Terms; and (c) as documented in written instructions provided by Client and acknowledged in writing by SpotOn as constituting instructions for purposes of these GBP Terms, unless required to do otherwise by Applicable Laws; in such a case, SpotOn shall inform Client of the Applicable Laws, unless Applicable Laws prohibit such notice on important grounds of public interest. “Applicable Laws” means applicable national, federal, state, and local laws, rules, guidelines, court or government agency orders, and regulations.

SpotOn will not Sell Client’s GBP or Google Ads data. “Sell” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a data subject’s personal data for monetary or other valuable consideration.

Google uses different sources of data, including user-generated content and other third-party data, to ensure that the most accurate information is published. SpotOn will consult with Client to verify data accuracy, and not take automated actions to discard suggested updates.

5. REVIEWS

Once SpotOn claims or creates a GBP location for Client, Client will have access to a GBP dashboard to see customer reviews on its business. Client may respond to business reviews on Google.

All responses to reviews must follow Google’s Review Content Policies: https://support.google.com/contributionpolicy/answer/7422880.

6. INSIGHTS

Client will have access to a GBP dashboard to view insights such as how many people visited its website, viewed its posts, and searched for its business. The insights are pulled from the GBP API: https://developers.google.com/my-business.

7. GBP & Google Ads ACCOUNTS OWNERSHIP

Client owns the GBP & Google Ads accounts, and has the right to determine SpotOn’s access rights (e.g. Co-Owner, Manager, or no access).

Client may terminate SpotOn for GBP Services anytime with written notice. Within seven (7) business days of receiving notice from Client, SpotOn will (a) stop managing Client’s GBP accounts, (b) give Client exclusive control of the GBP accounts, (c) transfer primary ownership of Client’s Business Profile to Client, and (d) relinquish permissions to manage or otherwise change Client’s GBP accounts.

8. SUSPENSION AND TERMINATION OF THE SERVICE

SpotOn may suspend or terminate Client’s use of a SpotOn account for GBP & Google Ads Services, at any time, in its sole discretion, if SpotOn reasonably believes in good faith Client is in violation of the Merchant Terms, GBP Terms, or Applicable Laws.

9. GBP & Google Ads POLICIES

Client and SpotOn agree to comply with all applicable GBP policies: https://support.google.com/business/answer/7667250.

Client and SpotOn agree to comply with all applicable Google Ads policies: https://support.google.com/adspolicy/answer/6008942.

The Google Ads app’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy, including the Limited Use requirements. We only use Google user data obtained via Restricted and Sensitive Scopes for the purposes of creating and managing Google Ads campaigns. For more information, please see the Google API Services User Data Policy.

Advertiser Guide: Working with third parties

10. MANAGEMENT FEES

Google offers GBP & Google Ads as a free tool.

SpotOn is not currently charging a separate fee to create or manage GBP accounts, and includes GBP & Google Ads Services as part of SpotOn Marketing. In the future, SpotOn may charge a management fee for the valuable services it provides to Client. SpotOn will give Client reasonable advance notice of changes in its management fees, and disclose its fees in Client invoices.

11. DISCLOSURE NOTICE

To learn what businesses can expect when working with SpotOn, read the `"`Working with a third party`"` disclosure notice: https://support.google.com/business/answer/7163406

12. PUBLICITY

Use of GBP & Google Ads does not create, suggest, or imply a partnership with, sponsorship by, or endorsement by Google or SpotOn. Client will not make statements regarding Client’s use of GBP that suggests these types of relationships without prior written approval from Google or SpotOn.

13. INTERFERING WITH GOOGLE ACTIVITIES

Google may monitor and audit GBP & Google Ads activity to ensure compliance with all applicable Google policies and terms. Client agrees not to interfere with such monitoring or auditing and should not conceal from Google its GBP & Google Ads activity. Any interference will be considered a violation of Google policies.

14. DISCLAIMER OF WARRANTIES

SpotOn makes no warranties or representations as to the accuracy, completeness, reliability, usefulness, non-infringement, quality, originality, or truth of Client’s business information on GBP or GBP Services, regardless of whether SpotOn reviewed, monitored, or moderated such information or GBP Services. SpotOn has no obligation to review, monitor, or moderate Client’s business information or GBP Services.

SPOTON MAKES NO (AND SPOTON SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES OR CONDITIONS: (A) ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (B) OF: (I) SATISFACTORY QUALITY; (II) FITNESS FOR A PARTICULAR PURPOSE; (III) NON-INFRINGEMENT; OR (IV) INTEROPERABILITY WITH THIRD-PARTY PRODUCTS OR SERVICES; AND (C) THAT SPOTON FOR GBP SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARM. SOME JURISDICTIONS DO NOT ALLOW THE ABOVE EXCLUSIONS. THE ABOVE EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY LAW.

IF CLIENT IS DISSATISFIED WITH SPOTON FOR GBP SERVICES OR THE GBP TERMS, CLIENT’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF SPOTON FOR GBP SERVICES.

This Section 14 (DISCLAIMER OF WARRANTIES) survives expiration or termination of the GBP Terms.

15. LIMITATION OF LIABILITY

Client’s sole and exclusive remedy hereunder shall be to discontinue use of SpotOn for GBP & Google Ads Services. THE LIMITATIONS AND EXCLUSIONS APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE CLIENT FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL SPOTON BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, LOSS OF PROFITS OR REVENUE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, LOSS OR USE OF DATA) HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, OR OTHER LIABILITY THEORY, EVEN IF SPOTON HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE ABOVE EXCLUSIONS. THE ABOVE EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY LAW.

This Section 15 (LIMITATION OF LIABILITY) survives expiration or termination of the GBP Terms.

16. INDEMNIFICATION

Client will defend, indemnify, and hold harmless SpotOn, its Affiliates, and their officers, employees, independent contractors (“Representatives”), directors, successors, and assigns (“SpotOn Indemnified Parties”), against any third party claim, demand, lawsuit, dispute, or proceeding (“Claim”): (a) that Client’s, Client Affiliates’, Client Representatives’ use of SpotOn for GBP & Google Ads Services in breach of these GBP Terms, infringes or misappropriates a trademark, copyright, trade secret, or patent (to the extent such infringement or misappropriation is not the result of SpotOn’s actions); (b) relating to Client’s, Client Affiliates’, Client Representatives’ use of SpotOn for GBP Services in violation of the GBP Terms; (c) relating to Client’s business information; or (d) relating to the acts and omissions of Client Affiliates’ or Client Representatives’ use of SpotOn for GBP Services. Client will, with respect to any Claim against SpotOn Indemnified Parties that is subject to this Section 16 (Indemnification), indemnify SpotOn Indemnified Parties for damages, attorney fees, expert witness fees, and litigation costs finally awarded against SpotOn Indemnified Parties to such third party by a court of competent jurisdiction or agreed in settlement.

This Section 16 (Indemnification) survives expiration or termination of the GBP Terms.

17. INTEGRATION

If we cannot resolve any complaint or dispute by negotiation,These GBP Terms: (a) constitute the entire agreement between the parties and supersedes all prior agreements or communications between the parties with regard to the subject matter; (b) may not be amended or modified except by a writing signed by each party; and (c) supersedes and controls over conflicting or additional terms and conditions of any purchase order, acknowledgement, confirmation, or other document Client issues.