Your Acceptance

Welcome to www.rtnsmart.com (the “Website”), the website and online service of RealTime Networking LLC. and its affiliates (“RTN Smart”, “we”, or “us”). This page explains the terms by which you may use our online service, website, web-based or mobile-based applications and software provided or in connection with the service (collectively the “Platform”). By accessing or using the Platform, you agree to be bound by this Terms of Platform (these “Terms”) and to the collection and use of your information as set forth in the Privacy Policy available at: rtnqrpay/privacy-policy, whether or not you are registered user of our Platform. These Terms apply to all visitors, users, members, contributors and others who access the Platform (“you” or “Merchants”)

In some instances, a separate document that contains additional terms ("Additional Terms") may apply to a service or product made available through the Platform. In the event of a discrepancy between these Terms and any Additional Terms, the Additional Terms, unless specifically stated differently, shall govern.

Please immediately cease using the Platform if you do not accept the Terms or the Privacy Policy.

THESE TERMS CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 13 OR IF YOU OPT-OUT. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS IN SECTION 13 BELOW WHICH ALSO DESCRIBES YOUR RIGHT TO OPT-OUT.

Definitions

Customer means any person who contracts with you for purchase of goods and/or services and makes a payment or remittance thereunder

Customer Payment means the amount paid by the Customer to you, using the Platform, for purchase of goods and/or services as offered by the Merchant.

Transaction means an electronic financial transaction completed with the Platform

Use of Platform

Platform in a Snapshot. The RTN Smart Platform enables Merchants to request and receive Customer Payment for Customer’s purchase of goods and/or services from Merchant by generating a unique QR code. Merchant may select the preferred payment methods, including credit or debit card, bank transfer or other methods made available on the Platform. Customers may select the

Eligibility. You may use the Platform only if (i) you are a legal person, (ii) you can form a binding contract with RTN QR Pay, (iii) your employees, representatives and agents using the Platform are duly authorized to access the Platform and to legally bind you to these terms and all actions; (iv) all registration information you submit is accurate and complete; (v) you will promptly update any information provided to RTN Smart to maintain the accuracy of such information; (vi) you are not barred or otherwise legally prohibited from accessing or using the Platform under the applicable local, state or federal law; (vii) expressly acknowledges and agrees that your use of the Platform is permitted only for persons physically located in the United States. The Platform may not be available to any Merchants previously removed from the Platform by RTN Smart.

License to use the Platform. You are hereby granted a non-exclusive, restricted, non-transferable, and completely revocable licence to use the Platform in accordance with the terms and conditions of these Terms. All intellectual property rights in the Platform and the RTN Smart Materials not expressly granted hereunder are reserved by RTN QR Pay (as defined below). This licence may be terminated at any time by RTN Smart for any reason or no reason.

Intellectual Property Rights

The Platform are owned and operated by RTN Smart. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Platform provided by RTN Smart (the “RTN Smart Materials”) are protected by United States or foreign copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Feedback that are provided and owned by the applicable user(s), all Materials contained on the Platform are the property of RTN Smart or its subsidiaries or affiliated companies or third-party licensors. All trademarks, service marks, and trade names are proprietary to RTN Smart or its affiliates or third-party licensors. Except as expressly authorized by RTN Smart, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. RTN Smart reserves all rights not expressly granted in these Terms.

Feedback

RTN Smart shall be entitled to unrestricted use of any and all comments, suggestions, ideas, concepts with respect to the Platform disclosed or offered or submitted by you to us (collectively, “Feedback”). We may use the said Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the Feedback.

Disclaimer of Warranties

THE PLATFORM, INCLUDING WITHOUT LIMITATION, ALL MATERIALS, ARE MADE AVAILABLE ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND (II) RTN Smart AND ITS EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SHAREHOLDERS, PARENT COMPANY, AGENTS, VENDORS AND CONTRACTORS (COLLECTIVELY, THE "RTN Smart PARTIES") MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) THE MATERIALS ON OR PROVIDED THROUGH THE PLATFORM; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE PLATFORM; (D) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE PLATFORM; OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM RTN Smart OR VIA THE PLATFORM. IN ADDITION, THE RTN Smart PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM VIRUS.

THE RTN Smart PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM ARE ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. THE RTN Smart PARTIES DO NOT WARRANT THAT YOUR USE OF THE PLATFORM OR ITEMS ARE LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE RTN Smart PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THESE TERMS.

BY ACCESSING OR USING THE PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THOSE SERVICES.

Limitations on Liability

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ANY OF THE RTN Smart PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE ACCESS OF, USE OR INABILITY TO USE OUR SERVICES AND/OR CONTENT, INCLUDING WITHOUT LIMITATION, USE OF OR RELIANCE ON INFORMATION, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NON-DELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE.

Indemnity

You agree to defend, indemnify and hold harmless the RTN Smart Parties, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Platform; (b) your violation of any term of these Terms, including any breach of your representations, warranties and/or covenants; (c) any use that constitutes a prohibited activities described in Section 6; or (d) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defence and indemnification obligation will survive these Terms and your use of the Platform.

You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys' fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

Third-Party Platform

The Platform may contain links to third-party platforms or websites (each, a “Third-Party Platform”), and you may be able to share your publications on the Third-Party Platform through the Platform. You acknowledge and agree that we have no control over, and are not responsible for, these Third-Party Platform or their use of your personal information. We do not endorse, recommend or vouch for the security of such Third-Party Platform. We recommend that you review their terms of service and privacy policies before accessing and using the Third-Party Platform.

Governing Law

You agree that (i) the Platform shall be deemed solely based in Georgia; and (ii) the Platform shall be deemed a passive one that does not give rise to personal jurisdiction over RTN Smart, either specific or general, in jurisdictions other than Georgia. These Terms shall be governed by the internal substantive laws of the State of Georgia, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts, located in Milledgeville County, Georgia, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

Severability

In the event that a provision of these Terms is found to be unlawful, conflicting with another provision of the Terms, or otherwise unenforceable, the Terms will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of these Terms are deemed to conflict with each other's operation, RTN Smart shall have the sole right to elect which provision remains in force.

Non-Waiver

We reserve all rights permitted to us under these Terms as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of these Terms or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

Our Termination and Cancellation Rights

We may terminate or suspend the Platform or your account or any other provision thereof at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate these Terms or the RTN Smart account, you are solely responsible for properly cancelling your account. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

We may permanently or temporarily terminate or suspend your access to the Platform without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms. If your account is terminated for any reason, you must obtain written authorization from RTN Smart prior to establishing another account. If you attempt to establish another account without obtaining such authorization, RTN QR Pay may permanently ban you from the Platform. You may not have more than one active account at any time without the written consent of RTN QR Pay in each instance.

Assignment

You may not assign your rights and/or obligations under these Terms to any other party without our prior written consent. We may assign our rights and/or obligations under these Terms to any other party at our discretion.

Modifications

We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms on a going-forward basis at any time by posting the amended Terms on our website. Please check these Terms periodically for changes. We may provide additional notice, such as an email message or a message within the Platform, of any material changes, but such changes will be effective as provided herein whether or not such message is sent or received. Unless we state otherwise, changes are effective seven (7) days following the date posted on our website. If you continue to use the Platform after the effective date, you agree to the changes. For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with these Terms as in effect at the time the dispute arises.

We may also change or discontinue the Platform in whole or in part at any time, in our sole discretion. Such changes may include, but not be limited to, stop providing the Platform or features of the Platform, to you or to RTN Smart users generally, or create usage limits for the Platform. Your continued use of the Platform indicates your agreement to the changes.

Amendments

We may amend these Terms from time to time. If we do so we may notify you by email to the email address you have provided us with, however we are not obliged to, and such modification shall be effective upon our publishing of the revised Terms on the Website. You agree to be bound by and changes to these Terms when you use our Website and Platform after any such modification is posted on the Website. It is therefore important that you review these Terms regularly to ensure you are updated as to any changes.

Contact

Please contact us at support@rtnsmart.com with any questions regarding these Terms.