1. Services Provided

The Provider agrees to furnish the Client with access to its online POS software, related hardware (if applicable), and technical support services (collectively, the "Services") as detailed in Schedule A attached hereto.2. Account & License Grant

• License Grant: Provider grants Client a non-exclusive, non-transferable, revocable license to access and use the POS software during the Term.

• Account Security: Client is responsible for maintaining the confidentiality of login credentials and for all actions taken under its account.

3. Fees and Payment

• Service Fees: Client agrees to pay Provider the fees set forth in Schedule A (e.g., subscription fees, hardware costs, transaction fees).

• Payment Terms: Subscription fees are billed in advance on a [Monthly / Annual] basis and are non-refundable. Payments overdue by more than [15] days may result in immediate suspension of Services.

4. Service Level Agreement (SLA) & Outage Credits

• Non-Cash Credits: Provider does not issue cash refunds or direct monetary paybacks for service disruptions, outages, or downtime. Remedies for downtime are strictly limited to Service Credits applied toward future billing invoices.

• Eligibility & SLA Thresholds: Credits are granted only when an individual service's availability falls below the guaranteed SLA threshold defined for that resource.

• Claim Window: To receive a credit, Client must submit a formal support ticket within sixty (60) days following the end of the billing month in which the incident occurred. Claims submitted after this period are forfeit.

• Credit Calculation: Credit amounts are determined based on verified minutes of service lost and calculated as a percentage of the monthly service fee for the specific impacted resource.

• Maximum Credit Cap: Total SLA credits awarded for any single billing month shall not exceed 100% of the monthly fee paid for the specific impacted service.

• Required Documentation: All credit requests must include Client’s Account/Subscription ID, details of the impacted service, and the relevant Incident Tracking ID or log reference.

5. Data Privacy and Payment Processing

• Data Rights: Client retains ownership of all sales, inventory, and customer data generated through the POS system.

• Compliance: Both parties agree to comply with all applicable data protection laws and payment card industry security standards (including PCI-DSS) when handling payment transaction data.

6. Term and Termination

• Term: This Agreement commences on the Effective Date and continues on a [Month-to-Month / 1-Year] basis until terminated.

• Termination for Convenience: Either party may terminate this Agreement by providing at least [30] days' written notice to the other party.

• Termination for Cause: Either party may terminate immediately if the other party breaches a material term and fails to cure such breach within [10] days of written notice.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

• Except as expressly stated herein, the Services are provided "as is" without warranties of any kind, express or implied.

• Provider’s total aggregate liability for any claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider in the [3] months preceding the event giving rise to liability.

• Provider shall not be liable for any indirect, incidental, special, or consequential damages (including lost profits, lost business, or data corruption).

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [State/Province, Country], without giving effect to any conflict of law principles.

ACCEPTANCE & SIGNATURES

By signing below or executing an electronic agreement referencing these terms, the parties acknowledge that they have read, understood, and agreed to the terms of this Agreement.