Checkpoint Business Subscription Terms of Use

2.1 Orders. Each order you submit for a Device (an “Order”) constitutes an offer to purchase. Orders are subject to Checkpoint’s acceptance and may be rejected at any time prior to shipment for any reason; if rejected, your sole remedy is a refund of amounts paid for the rejected Order. You represent that all information provided with an Order is complete and accurate, and you will keep it current. Checkpoint may limit the number of Devices sold to any purchaser.

2.2 Business Purchasers. Devices are intended for business and professional use. By placing an Order, you represent that you are purchasing for business purposes and not primarily for personal, family, or household use, and that the individual placing the Order is at least eighteen (18) years old and authorized to bind the Business.

2.3 Payment. The purchase price for each Device is as stated in the Order (the “Purchase Price”), exclusive of taxes, duties, and government fees, all of which are your responsibility (other than taxes on Checkpoint’s net income). The full Purchase Price, together with applicable taxes and shipping charges, is charged at the time you place your Order, and your placing of the Order constitutes your authorization to charge your payment method at that time.

2.4 Finality; Refunds. Except as expressly provided in Sections 2.5, 3, and 4 or as required by applicable law, Orders are final, non-cancelable, and non-refundable once placed. Any refunds are credited to the original payment method and exclude processing fees previously paid.

2.5 Production Lead Time. Devices are produced in batches. Each Order states an estimated shipment window. If Checkpoint is unable to ship within the stated window (or, if none is stated, within thirty (30) days of the Order), Checkpoint will notify you with a revised estimate, and you may cancel any unshipped Order for a full refund of amounts paid for that Order.

2.6 United States Only. Devices are sold for delivery within the United States only. International Orders, if accepted, are subject to a separate written agreement.

3.1 Shipping Charges. Standard shipping costs are stated in the Order. Special shipping requests — including protective or branded cases, expedited shipping, or other non-standard handling — are not included in stated shipping costs and will be separately quoted and confirmed in writing before shipment.

3.2 Title; Risk of Loss; Insurance. Checkpoint will coordinate shipment of Devices via third-party common carrier. This is a shipment contract: title to a purchased Device and risk of loss pass to you when the Device is loaded onto the carrier’s transport (FOB shipping point). Checkpoint will procure transit insurance covering the full replacement value of the Device as part of the shipping cost and will file and manage any carrier or insurance claim on your behalf. You must note any visible damage on the delivery receipt at the time of delivery and report any concealed transit damage to Checkpoint within the Inspection Period described in Section 4.

5.1 Warranty. Checkpoint warrants that a purchased Device will be free from material defects in materials and workmanship for twelve (12) months from delivery. Your exclusive remedy, and Checkpoint’s sole obligation, is repair or replacement of the defective Device (or, if Checkpoint determines repair or replacement is impracticable, a refund of the depreciated Purchase Price).

5.2 Exclusions. This warranty does not cover damage or malfunction resulting from misuse, accident, neglect, unauthorized modification or repair, failure to follow the Documentation, environmental conditions, power irregularities, or normal wear, and does not cover consumables such as print media. EXCEPT FOR THIS LIMITED WARRANTY, DEVICES ARE PROVIDED “AS IS,” AND SECTION 15 (DISCLAIMERS) APPLIES.

5.3 Software; Connectivity. Devices include embedded software licensed, not sold, to you. Devices require an active internet connection and, for photo access features, an active Data Plan. Checkpoint may update Device software remotely. Purchase of a Device does not by itself include any right to access Venue Photos. You agree to use the Device in conformance with the user manuals and reasonable specifications provided by Checkpoint (the “Documentation”).

6.1 Rental Period. For rented Devices, the rental period and fees are stated in the Order. Devices remain the sole property of Checkpoint at all times.

6.2 Care and Return. You will operate rented Devices with reasonable care, in accordance with Checkpoint’s instructions, and will return them at the end of the rental period in the condition received, ordinary wear excepted. You are responsible for loss, theft, or damage to a rented Device while in your possession, up to the Device’s replacement cost.

6.3 No Relocation. You may not move a rented Device from the agreed Venue without Checkpoint’s prior written consent.

7.1 Plans. Subscription plans, including any Data Plan, are billed in advance on a recurring monthly or annual basis at the rates stated at checkout, plus applicable taxes.

7.2 Automatic Renewal. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY AT THE END OF EACH BILLING PERIOD AND YOUR PAYMENT METHOD WILL BE CHARGED AT THE THEN-CURRENT RATE UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. You may cancel at any time through your account settings or by written notice to Checkpoint; cancellation takes effect at the end of the current billing period. Fees already paid are non-refundable except where required by law.

7.3 Price Changes. Checkpoint may change subscription pricing on at least thirty (30) days’ notice; changes apply from your next renewal.

7.4 Suspension. Checkpoint may suspend dashboard and photo access for any account with overdue fees or in the event of a suspected breach of these Terms.

8.1 Dashboard Viewing. Subject to an active Data Plan, Checkpoint grants you a limited, non-exclusive, non-transferable right to view Venue Photos (both Public Photos and Private Photos) within the Checkpoint dashboard, solely for the purposes of monitoring the operation and performance of your Device and reviewing content available for use under Section 8.2.

8.2 Export and Use of Public Photos. Public Photos available for export exclude photos associated with a Checkpoint account whose holder is, or is identified by Checkpoint as, under eighteen (18) years of age. You may export Public Photos from your Venue and use them under a limited, non-exclusive, non-transferable, revocable license, solely for: (a) posting to your Venue’s own social media accounts; (b) display within the Venue and in the Venue’s own organic (unpaid) marketing materials, such as your website, newsletter, and in-store screens; and (c) other uses expressly approved by Checkpoint in writing. You must not alter a photo in a way that is misleading, defamatory, or places any person in a false light.

8.3 Prohibited Uses. You must not, and must not permit any third party to: (a) access, export, download, copy, screenshot, photograph, reproduce, publish, or otherwise use any Private Photo for any purpose; (b) use any Venue Photo in paid advertising or promoted/boosted posts, on merchandise, in billboards or out-of-home media, or in political, adult, or sponsorship contexts, in each case without separate written consent from Checkpoint and, where required by law, the individuals depicted; (c) sell, license, distribute, or otherwise provide Venue Photos to any third party, except to a marketing agency acting solely on your behalf and bound by restrictions at least as protective as these Terms, for which you remain fully responsible; (d) use Venue Photos or any data derived from them to train, fine-tune, or develop any machine learning or artificial intelligence model; (e) attempt to identify, contact, profile, or track any individual depicted in a Venue Photo, or combine Venue Photos with other data for such purpose; or (f) use any Venue Photo in a manner that is unlawful, harassing, discriminatory, or disparaging of any individual.

8.4 Takedown; License Changes. If a User makes a photo private, deletes their content or account, or a takedown request is otherwise received, Checkpoint will notify you and/or the photo will cease to appear as a Public Photo in your dashboard. You must not make any new use of that photo from the time you become aware of the change, and must remove it from any scheduled or unpublished materials within ten (10) business days. Content already published to social media before the change may remain posted unless Checkpoint or applicable law requires removal, in which case you will promptly remove it.

8.5 Ownership. As between you and Checkpoint, Users own their photos and Checkpoint owns the Business Services. No ownership rights in any Venue Photo are transferred to you. Any rights not expressly granted are reserved.

8.6 No Guarantee of Content. Checkpoint makes no representation as to the volume of photos taken at your Venue or the number of Users who elect to make photos public.

9.1 Booth Notice; Optional Signage. Each Device includes notice materials provided by Checkpoint (such as an affixed plate, sticker, or on-screen notice) informing individuals that photos are captured and stored and referencing the Checkpoint Terms of Use and Privacy Policy. You must not remove, obscure, alter, or interfere with any such notice affixed to or displayed on a Device. Checkpoint may also make available optional signage with Checkpoint’s proposed wording for display at your Venue; you may choose whether to display such signage, but if you do, you must display it without alteration.

9.2 Venue Rules. You are responsible for compliance with any signage, notice, or consent requirements that apply to your Venue under local law, including any additional notices required for premises you control.

10.1 Independent Responsibility. Once you export a Public Photo, you are independently responsible for your use, storage, and disclosure of it, including compliance with all applicable privacy, publicity, consumer protection, and marketing laws in the jurisdictions where you operate.

10.2 Deletion Requests. If Checkpoint forwards you a deletion, objection, or similar request from an individual relating to a photo you have exported, you will honor it within ten (10) business days, including deletion from your systems and, where the request requires it, removal of published posts within your control.

10.3 No Resale of Data. You must not sell, rent, or trade Venue Photos or any personal information derived from the Business Services.

10.4 Cooperation. You will provide reasonable cooperation to Checkpoint in responding to requests, complaints, or investigations by individuals or authorities relating to Venue Photos.

11.1 Safeguards. You will maintain reasonable administrative, technical, and physical safeguards to protect exported Venue Photos and your dashboard credentials from unauthorized access, use, or disclosure. Dashboard credentials may be used only by your authorized personnel and may not be shared outside your organization.

11.2 Incident Notice. You will notify Checkpoint at operations@fp.inc without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any unauthorized access to or disclosure of exported Venue Photos or your dashboard credentials, and will reasonably cooperate with Checkpoint’s response.

12.1 Checkpoint IP. Checkpoint and its licensors own all rights in the Business Services, Devices’ embedded software, and the Checkpoint names, logos, and marks. You may identify your Venue as a Checkpoint location using brand assets and guidelines Checkpoint makes available, and must cease such use upon termination or upon notice.

12.2 Feedback. If you provide feedback or suggestions, Checkpoint may use them without restriction or obligation.

13.1 Term. These Terms apply from your acceptance and continue for as long as you own or rent a Device or maintain a subscription.

13.2 Termination. Either party may terminate a subscription as described in Section 7.2. Checkpoint may suspend or terminate your access to the Business Services immediately upon material breach of these Terms, including any breach of Sections 8, 9, 10, or 11.

13.3 Effect of Termination. Upon termination or expiration of your Data Plan: (a) your dashboard access and export rights cease; (b) you must delete all exported Venue Photos in your possession or control within thirty (30) days, except that content already published to your social media accounts in compliance with these Terms may remain posted, subject to Section 8.4; and (c) Sections 8.3, 8.4, 10, 11, and 13 through 18 survive.

17.1 Agreement to Arbitrate. Any dispute, claim, or request for relief relating in any way to your purchase, rental, or use of a Device, the Business Services, or any aspect of your relationship with Checkpoint will be resolved by binding arbitration rather than in court, except that (a) either party may assert claims in small claims court if they qualify, and (b) either party may seek equitable relief in court for infringement or misuse of intellectual property rights. This Section applies to disputes that arose or were asserted before the effective date of these Terms.

17.2 Rules and Forum. The Federal Arbitration Act governs this Section. To begin an arbitration, send a letter requesting arbitration and describing your claim to Checkpoint at 660 4th Street, #657, San Francisco, CA 94107 or legal@findcheckpoint.com. Arbitration will be conducted by JAMS under its Streamlined Arbitration Rules for claims under $250,000 and its Comprehensive Arbitration Rules otherwise, each as then in effect. If JAMS is unavailable, the parties will select an alternative forum. Arbitration may be conducted by telephone, on written submissions, or in person at a mutually agreed location. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Authority of Arbitrator. The arbitrator has exclusive authority to determine the scope and enforceability of this Section and to resolve any dispute regarding its interpretation or formation, and may award the same relief on an individual basis as a court, in a written award stating its essential findings. The award is final and binding.

17.4 Waiver of Jury Trial. YOU AND CHECKPOINT WAIVE ANY RIGHT TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY, except as stated in Section 17.1.

17.5 Waiver of Class Relief. ALL DISPUTES MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER CANNOT BE CONSOLIDATED. If this limitation is held unenforceable as to a particular claim, that claim (and only that claim) must be severed and brought in the courts described in Section 18.1, and all other claims remain subject to arbitration.

17.6 30-Day Opt-Out. You may opt out of this arbitration agreement by sending written notice to legal@findcheckpoint.com within thirty (30) days after first becoming subject to it, including your business name, contact information, and an unequivocal statement that you wish to opt out. Opting out does not affect any other provision of these Terms.

17.7 Modification. If Checkpoint makes a material change to this Section, you may reject the change within thirty (30) days by writing to legal@findcheckpoint.com, in which case the prior version applies. This Section survives termination of your relationship with Checkpoint.

18.1 Governing Law; Venue. These Terms are governed by the laws of the State of New York, without regard to conflict of laws principles, consistent with the Federal Arbitration Act. To the extent a claim may be brought in court under Section 17, the exclusive venue is the state or federal courts located in New York City, New York, and each party consents to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Modifications. Checkpoint may update these Terms by posting a revised version and providing notice (including by email or dashboard notice). Changes take effect upon your next renewal or thirty (30) days after notice, whichever is earlier, and your continued use of the Business Services constitutes acceptance.

18.3 Assignment. You may not assign these Terms without Checkpoint’s prior written consent, including in connection with a change of control of the Venue; Checkpoint may assign these Terms in connection with a merger, acquisition, or sale of assets.

18.4 Notices. Notices to Checkpoint must be sent to legal@findcheckpoint.com or Future Primitive, Inc., 660 4th Street, #657, San Francisco, CA 94107. Notices to you may be sent to the email address on your account and are deemed given when sent.

18.5 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

18.6 Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or franchise relationship.

18.7 Electronic Communications. You consent to receive communications, notices, and disclosures from Checkpoint electronically, and agree that electronic communications satisfy any legal requirement that they be in writing.

18.8 Entire Agreement; Severability; Waiver. These Terms, together with the applicable Order and the documents incorporated by reference, are the entire agreement between the parties regarding their subject matter and supersede all prior discussions. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. A failure to enforce a provision is not a waiver.