Software As A Service Term and Condition for May 2024

Software As A Service Term and Condition

This Purchase and Licensing Agreement (“Agreement”) by and between ServingIntel Inc. (“Company”) and Customer, consists of these Terms and Conditions, including ACH Authorization, all of which are incorporated herein by reference. The Agreement is effective as of the date that the Agreement is fully executed by both parties (the “Effective Date”).


  1. DEFINITIONS. (a) “Delivery Date” is the day when the Equipment is delivered to the physical business address of the Customer. (b) “Equipment” means the POS system and related peripherals listed in this Agreement. (c) “Install Date” means the date on which the Equipment is installed at the Customer Location or the date on which the Customer starts using the Equipment, whichever occurs first. (d) “Customer” means the business listed on page 1 of this Agreement. (e) “Customer Location” means the Customer’s address listed in the Prepared For section of this Agreement. (f) “Processing Services” means Company’s credit, debit, electronic payment, and gift card processing services as provided for under the Company Merchant Transaction Processing Agreement. (g) “Software” means the software programs installed on or made available through the use of the Equipment, including any application programming interfaces, updates, enhancements, or modifications made by Company. (h) “Proposal” means the most recent quote or proposal prepared by Company for Customer setting forth anticipated charges, costs and expenses relating to the Equipment and Software. (i) “Hardware Products” means those hardware products identified in the “Hardware” section of the Proposal.
  2. PAYMENT OF THE PRICE. The Customer shall pay the Total Price to Company for the Product as follows: The amount indicated on the front of this Agreement shall be paid upon the signing of this Agreement by the Customer, and subject to the provisions below, shall be nonrefundable. The balance of the amount due, plus any applicable state sales tax, shall be paid in full upon the Delivery Date. Company accepts payment in the form of company checks or by credit card (Mastercard, Visa, and Discover only). Credit card payments will incur a 3% accounting fee in addition to the Total Price including tax.
  3. TITLE. Title to the Hardware Products listed in this Purchase Agreement shall remain with Company until such time as the Hardware Products have been delivered to Customer and the balance of the Total Price has been received by Company. All property sold hereunder shall for the purpose of this Agreement, be considered movable, personal property and not real or unmovable fixtures, even though it may be fixed to real property. Until title passes to the Customer, Company may enjoin the Customer against using the Product.
  4. CONDITION OF PRODUCT; INSURANCE. Until title passes to Customer, Customer agrees to maintain the Hardware Product in good operating condition; not to sell, assign or otherwise transfer possession; to keep the Hardware Product free from liens, charges and encumbrances; not to use or permit use of the Hardware Product in any manner likely to be injurious thereto; not to remove or permit removal from its original location or to make or permit any alteration thereto without Company’s prior written consent; and unless otherwise provided for under its standard policies, to maintain adequate insurance to protect Company’s interest against loss or damage from all risks, up to the full insurable value of the Hardware Product. Customer shall furnish evidence of such insurance coverage on request.
  5. SECURITY INTEREST GRANTED. Customer acknowledges by signing this Agreement that in the event the Hardware Product is delivered to Customer and Customer does not pay the balance of the Total Price due on the Delivery Date, Customer grants Company a security interest in the Hardware Product. The Customer shall execute a UCC-1 financing statement evidencing Company’s security interest in the Hardware Product, which will be filed with the applicable state and/or county agency if any portion of the payment is not received by Company upon Delivery Date.

    A. Company’s Processing Services. Customer’s use of the Equipment requires exclusive use of Company’s Processing Services at all times. Customer agrees not to use credit, debit, electronic payment, or gift card processing services from any provider except Company.

    By entering into this Agreement, and as a condition precedent to Company providing Equipment to Customer, Customer agrees to enter into a Company Merchant Transaction Processing Agreement. The Processing Agreement consists of the Merchant Application and the Terms and Conditions, together with its addenda, attachments, and schedules.

    B. Failure to Process with Company. (i) If any time after the Install Date Company stops using Company’s Processing Services, in whole or in part, then Company shall charge Customer $100.00 per Equipment workstation for each 30-day period that Company’s Processing Services are not used (“Inactivity Fee”). The Inactivity Fee is in addition to any other fees or charges. Notwithstanding the foregoing, Company reserves the right to terminate this Agreement or suspend Customer’s access to the Equipment and/or Software for Customer’s intentional non-use of Company’s Processing Services. (ii) Company reserves the right to stop the Software from functioning or revoke the Software License in the event Customer does not utilize the Processing Services

    A. Term. This Agreement begins on the Effective Date. The Initial Term begins on the Delivery Date and continues for three (3) years thereafter (“Initial Term”). At the expiration of the Initial Term, this Agreement automatically renews for additional one (1) year periods unless Customer provides Company with written notice of Customer’s intent not to renew the Agreement at least 30 days prior to the expiration of the Initial Term or any Renewal Term.

    B. Term Commitment. Customer understands that it is receiving Software license(s) from Company at favorable pricing in exchange for Customer’s term commitment. Customer may terminate this Agreement subject to the following conditions:

    i. Customer may terminate this Agreement for any reason after the Delivery Date by providing written notice to Company. Customer agrees to forfeit all payments made prior to the date of cancellation. Customer will pay an early termination fee (“ETF”) equal to the Total Monthly Service Fee listed in the Monthly Software Services section of this Agreement multiplied by the number of months remaining on the Initial Term and/or a Renewal Term. For Customers converting previously purchased licenses to Monthly Software Services, only incremental licenses originating with this agreement will be included in the calculation.

    ii. Company may debit the ETF from Customer’s bank account on file with Company within 30 days of the date this Agreement is terminated. Customer is responsible for all additional fees and charges (including taxes) incurred under this Agreement.

    C. Company’s Termination Rights. Company may, without notice, suspend Customer’s access to the Software and/or terminate this Agreement upon the happening or occurrence of any one of the following by Customer: (i) Customer’s material breach of this Agreement; (ii) Customer’s unlawful use of the Software or Processing Services; (iii) the unauthorized modification of the Software; (iv) Customer’s failure or refusal to timely pay any amounts due and owing under this Agreement; (v) Customer’s material breach of the Merchant Transaction Processing Agreement; (iv) Customer’s insolvency or filing of any involuntary petition under any bankruptcy or insolvency law; or (v) the happening or occurrence of an Event of Default.

    A. Total Monthly Service Fees. Customer shall pay the amounts specified in the Reoccurring Expenses Summary listed in this Agreement on the first business day of each month starting on the Delivery Date. Customer permits Company to re-debit the full amount of rejected fees from Customer’s bank account should any attempt to collect fees be rejected for any reason.

    B. Shipping Fees. Company will ship all Equipment via nationally recognized courier service (e.g., UPS). Customer is responsible for all shipping costs and authorizes Company to debit Customer’s account for any actual charges that exceed the shipping cost set forth in the Proposal. Company shall have no liability for failure of Equipment to reach its destination in a timely manner once Company has delivered the Equipment to the courier service.

    C. Early Termination Fee. Customer acknowledges the ETF is such amount as set forth in paragraph 7.B. hereinabove. Customer agrees that the ETF is not a penalty, but rather a reasonable estimation of the actual damages Company would suffer if Customer were to terminate the Agreement early and Company were to fail to receive the service business for the then current term. Customer agrees that the ETF shall also be due to Company if Customer discontinues the Company’s Processing Services during the Initial Term or any Renewal Term of the Agreement. Notwithstanding the foregoing, the ETF will not exceed the maximum amount set forth by applicable law.

    D. Changes to Terms and Fees. Company may change any terms, conditions, rates, fees, expenses or charges incurred under this Agreement upon 30 days’ written notice to Customer. Customer’s use of the Equipment or Service after a change takes effect constitutes Customer’s acceptance of the change. Company will not change the Reoccurring Expenses Summary listed in this Agreement during the Initial Term.

    E. Billing, Payments and Credit Authorization. Customer grants to Company Automated Clearing House (“ACH”) Authorization to credit and debit Customer’s demand deposit account for all fees and charges incurred under this Agreement. Should any ACH debit made upon Customer’s demand deposit account for payment due under this Agreement reject for any reason, Customer shall be charged a $35.00 Non-Sufficient Funds Fee (“NSF Fee”). This authorization shall survive any termination of this Agreement and shall continue for as long as Customer owes any fees or charges under this Agreement.
  9. LICENSE. During the Initial Term and any Renewal Term of this Agreement, and limited only to the Software, Company hereby grants to Customer a revocable, non-exclusive license (the “License”) to utilize the Software and any intellectual property of Company relating solely to the Software solely and exclusively in connection with Customer’s use of the Equipment. The License granted hereunder shall expire upon the earlier of: (a) the expiration or termination of this Agreement; or (b) the happening or occurrence of an Event of Default by Customer which remains uncured for any period of time. Nothing in this Agreement shall in any way be construed as a perpetual License of the Software nor shall this Agreement be construed as any transfer or assignment of the Software from Company to Customer hereunder. The parties hereby mutually understand and agree that the rights to and ownership of the Software and all intellectual property relating thereto shall at all times be retained in full by Company both during and following the termination or expiration of this Agreement. In no event shall Customer copy, reproduce, or duplicate the Software, nor shall Customer in any way retain any portion of the Software. Upon termination of this License, Customer shall certify in writing to Company that it has returned and/or destroyed the Software and any copies, reproductions or duplications thereof.
  10.  DELIVERY DATE AND DELAYS: The Delivery Date will occur between two and four weeks following the signing and payment of this Agreement unless otherwise mutually agreed to in writing. The requested Delivery Date and requested Live Date if specified in the Notes section of the proposal are requested dates only. Company shall use its best effort to deliver the Product and provide the Services to meet the requested Delivery Date and requested Live Date; however, Company shall not be liable nor in default for any delay or failure in performance resulting directly or indirectly from any cause or circumstance beyond Company’s control, including but not limited to delays from Company’s suppliers or manufacturers. Company shall advise Customer of such delays. Company shall not be liable for any delay or failure in performance caused in whole or in part, directly or indirectly, by Customer, including any interference with or impairment in the delivery or installation of the Products or product training for Company employees.
  11.  RISK OF LOSS: Customer agrees to assume full risk of loss or damage to the Product immediately upon delivery. Without in any way limiting the foregoing, Customer assumes toward third parties, from time of possession on the Delivery Date, all of the obligations and responsibilities of an absolute owner. Customer agrees to indemnify and hold Company and its assigns harmless from any and all loss arising from the possession, use or operation of the Product by the Customer.
  12.  CUSTOMER RESPONSIBILITIES: Successful application, operation and management of the Product is the responsibility of the Customer. Examples of these responsibilities are: confirming the validity of the proposed hardware and software; developing appropriate systems procedures; incorporating protective measures to safeguard the integrity and privacy of data; establishing adequate checkpoints and backup plans; achieving and maintaining compliance with all credit card association C.I.S.P., P.A.B. and P.C.I. systems and procedures; and providing qualified personnel to obtain the desired results. Company’s responsibilities are set forth in the various sections of this Agreement.

    Customer shall provide, at its expense, on or before the Delivery Date, the following:

    (a) A project manager or other Customer representative completely responsible for participating and assisting in, and overseeing theP.O.S. system installation to work alongside Company;

    (b) A dedicated circuit with an isolated ground with the appropriate amp rating as specified by electrical code (120 volt and 60 cycle) and the appropriate electric power outlet with the specified receptacle or its equivalent, near the location of the back office computer and all other P.O.S. terminals and printers;

    (c) Internet access where the Product is located is required for both software support and high-speed credit card processing. Internet access, whether through a cable modem, DSL modem or a satellite modem must be setup, installed and tested prior to the first training day.

    (d) The installation of user-sourced Category 5e or Category 6 network data cables, from the location of the back-office computer to locations for each terminal, printer, and security camera. The length of cables is not to exceed Company’s specified lengths and the connections are to be completed and tested prior to arrival of Company-authorized installation technicians;

    (e) Suitable locations for terminals, printers and security cameras, with optional cut-out cabinets for the counter sinking of terminals and printers. Company is not responsible for mounting hardware and or brackets, or labor required to place computers anywhere other than on top of a counter;

    (f) Scheduling of employees and management for training sessions provided by Company;

    (g) Sufficient daily operating checkpoints, balances, and controls to satisfy accuracy, restart, audit requirements and backup of the system, and

    (h) An air-conditioned office or room for the location of the back-office computer/manager workstation. Customer is solely and completely responsible for any data entered into the Product, including prices and sales tax data, and its integrity, at all times, regardless of whether said data is entered by Company or Customer.

    CUSTOMER ACKNOWLEDGES that any menu items or pricing entered into the Product by Company is based on information provided by Customer to Company and Customer therefore is responsible for the accuracy thereof. Customer must review menu items for accuracy prior to the Live Date and notify Company of any errors prior to the Live Date. After the Delivery Date, Customer shall cooperate with Company to allow the site management and staff to receive training by Company personnel in the operation of the Product, in accordance with the training and education provided by this Agreement.

    CUSTOMER AGREES to assume responsibility for the overall effectiveness and efficiency of its personnel and the operating environment in which the Product is to function. Customer acknowledges that Company does not perform wiring services for network or security camera systems. Customer further acknowledges Company does not perform any carpentry work regarding the installation of the pos hardware and or camera systems. Further, Company cannot be held liable for any electrical issues arising which interrupt the integrity of the Products. Any necessary electrical modifications which may be deemed necessary by Company or an agent thereof, will be at Customer’s expense.
  13. LIVE DATE: INSTALLATION CONDITIONS AND RESCHEDULING. If Customer should require postponing scheduled onsite training or Live Day onsite coverage, rescheduling can only take place with the agreement of Company. Customer may delay training and or Live Day for any reason one time without incurring an additional rescheduling charge by providing fourteen (14) day notice prior to training and or Live Day. Any subsequent requested delays in training or the Live Date will incur an additional premium charge equal to the retail price of eight hours of installation services. A reschedule of the training or Live Day date will not delay delivery and acceptance of the Equipment. Any agreement to delay training or Live Day will be conditioned on the availability of Company’s supplies and resources. The Live Date, defined as the date the Equipment is first used in actual site operation, is restricted to Monday, Tuesday, or Wednesday only, in that order of preference. If Customer requests and Company agrees to conduct the Live Day(s) on a Friday or Saturday, Customer agrees to pay a surcharge of $1,000 per day. If Customer requests and Company agrees to conduct the Live Day(s) on a holiday which is recognized by the United States Federal Government, Customer agrees to pay a surcharge of $2,000 per day. Company does not provide any installation service on Sundays for any reason.

    In the event that a ‘go-live’ date is postponed by the customer, and that date is more than 3 weeks after the conclusion of the customer’s management and staff training, a retraining session will be mandatory for both staff and management. Mandatory retraining is intended to enable the effective transfer and retention of knowledge related to the POS system functions, reporting, best practices, and overall system performance. The customer will be responsible for any costs associated with the mandatory retraining. These costs will include, but are not limited to, hourly training cost and required travel.
  14. PURCHASE ORDER: In the event that Customer issues a Purchase Order or other instrument covering the Product, it is understood and agreed that it is for Customer’s internal purposes only and shall in no way offset any of the Terms and Conditions in this Agreement, and may not, notwithstanding any provision to the contrary, be incorporated into this Agreement by reference or cause this Agreement to be Incorporated therein by reference.
  15. WARRANTY AND MAINTENANCE AGREEMENT: The only warranties on hardware that will be provided are those warranties provided by the respective manufacturers, which Company will transfer to Customer on the Delivery Date. Hardware warranty period commences upon Company’s sale of the hardware to the Customer. Terms of the hardware warranties are governed solely by the manufacturers’ respective applicable warranty terms and conditions documentation. Terms and conditions for support are governed solely by the Company’s Service Agreement, provided below as Exhibit A, the terms of which are incorporated herein.
  17. SPECIFICATION CHANGES: After the Effective Date, Company as a system integrator reserves the right, without approval from or notice to the Customer, to make changes to the Product which (1) do not substantially affect the functioning or performance of the Product, (2) are required for Product safety, or (3) are required to meet Product specifications.
  18. INSPECTION/EXCHANGES AND RETURNS: Up to fourteen (14) days prior to scheduled Delivery Date, Customer may exchange service, software, and hardware item(s) within the Purchase Agreement, notwithstanding a reduction in Total Price. On the Delivery Date, Customer shall inspect the Products and inform Company in writing of any issues or nonconformity of the Products within three (3) days after the Delivery Date, unless the Live Date is scheduled to occur within less than three (3) days after the Delivery Date, in which case such notification shall be made to Company on the Delivery Date. Unless Customer has timely notified Company of any nonconformance of the Products as set forth hereinabove, and unless otherwise prohibited by law, Customer may not return or exchange any hardware item(s) within the Purchase Agreement after the Delivery Date without the express consent of the Company. All returns and exchanges are subject to restocking fees. Returns and exchanges made during the first 14 days after the Delivery Date are subject to a restocking fee equal to 25% of retail price. Returns and exchanges made between the 14th day and the 28th day after the Delivery Date are subject to a restocking fee equal to 50% of the retail price. No returns or exchanges are allowed after the 28th day after the Delivery Date. All service and software item sales are final after the Delivery Date, and Company does not offer any returns or exchanges for service and software.
  19. LIMITATION OF LIABILITY: Company, and Company’s affiliates, agents, shareholders, officers, directors, employees and representatives (the “Company Parties”) shall not be responsible for and Customer agrees to indemnify the Company Parties and hold the Company Parties harmless from and against any and all of the following: claims, losses, liabilities, damages, demands, or injuries of any kind whatsoever, including reasonable attorneys’ fees, costs and expenses, asserted or resulting or arising in whole or in part from services performed, or systems, programs, hardware, equipment, documentation and/or work products supplied, pursuant to this Agreement, except for personal injury or physical property damage caused solely and directly by the gross negligence of Company or its employees. Additionally, the Company Parties shall not be liable for: any malfunction; loss of data; loss of revenue or other related loss for any failure or event; Customer’s misuse of the Product and any losses or damages related thereto; and Customer’s breach of this Agreement. This indemnity provision shall not be affected by the termination of this Agreement.

    CUSTOMER AGREES that Company’s entire liability to Customer for all damages incurred by Customer, regardless of the form of action for any and all claims hereunder at any time or times during the course of this Agreement or any extension thereof or subsequent thereto shall, in the aggregate, be limited to the lesser of: (1) the cost of correction or replacement, or (2) Company’s charges for the specific services, hardware, programs, documentation or work products which are the subject of the alleged claim. In no event shall Company be liable for any damages caused by Customer’s failure to perform its responsibilities as set forth in this Agreement, or otherwise, or for any lost profits or indirect, special, incidental, punitive or consequential damages, no matter how arising, even if Company has been advised of the possibility of such damages.

    NO ACTION, regardless of form, arising under this Agreement, may be brought by either party more than one year after the earlier of (1) the facts supporting the cause of action becoming known to the claimant, or (2) the date of termination, except that an action for nonpayment may be brought on within one (1) year after the last payment.
  20. DEFAULT: Any one or more of the following events shall be deemed an “Event of Default” under this Agreement:

    (a) Customer fails to make any payment due hereunder; or

    (b) Customer becomes insolvent or a party of or acquiesces in any bankruptcy or receivership proceeding of a similar action affecting the affairs or property of the Customer; or

    (c) Customer admits an inability to meet its financial obligations; or

    (d) Customer does any other act whereby Company shall reasonably deem itself to be insecure with respect to the amounts due under this Agreement; or

    (e) In the event Company has a security interest in the Products, Customer causes a third-party lien on the Products without the prior written consent of Company; or

    (f) Customer breaches any of the other covenants in this Agreement.

    Upon the happening or occurrence of an Event of Default, Company may:

    (g) Declare the entire sum remaining unpaid hereunder to be immediately due and payable;

    (h) Enter upon the property of Customer where the Product may be found without being guilty of trespass and without being liable for damage to Customer property and remove the Product (Customer agrees to assemble the Product and make it available at a place to be designated by Company which is reasonably convenient to both parties, and to permit and assist Company in effectuating the retaking and removal of such Product); or (i) Sell any or all of the Product at a commercially reasonable price as Company deems fitting and apply the proceeds thereof against the Customer’s obligations hereunder. The remedies provided herein shall not be deemed exclusive but shall be cumulative and shall be in addition to all other remedies provided by law or equity. Company shall be under no obligation to exercise any available remedies. No delay or omission in the exercise of any power or remedy available shall impair or affect Company’s right to exercise the same. The waiver by Company of any breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition hereof.

    CUSTOMER AGREES that acceptance of the Product shall be deemed to have occurred when the Product is delivered to the Customer site unless Customer provides timely notification of the nonconformance of the Product pursuant to Paragraph 18 hereinabove.

    IN THE EVENT OF suit or other legal proceeding sought by Company to enforce the terms and conditions of this Agreement, or in the event Company is required to defend any suit or other proceeding relating to this Agreement or the relationship between Company and Customer, including mediation or arbitration, and Company substantially prevails in such legal proceeding, Company shall be entitled to collect from Customer its reasonable attorney’s fees, expenses and costs, including court costs, which shall include any appellate and post-judgment collection proceedings.
  21. GOVERNING LAW/EXCLUSIVE VENUE: This Agreement shall be governed by the laws of the State of Illinois. Any and all disputes arising hereunder shall be heard and resolved exclusively in the Sixteenth Judicial Circuit Court in Kane County, or, if federal jurisdiction is properly invoked, in the Federal District Court for the Northern District of Illinois, Eastern Division, situated in Chicago, Illinois. Each party hereby waives any objection it may have to commencement or transfer of any such proceeding to either of said venues and hereby affirmatively consents to same.
  22. DESTINATION CHARGES: All destination charges for the Product from Company or any manufacturer location, and any rigging charges, will be paid by the Customer as invoiced by Company for separate charges for the freight, shipping or rigging companies. These invoices will be available to the Customer if requested in writing by the Customer.
  23. HARDWARE INSTALLATION CHARGES: Hardware installation charges are billed at Company standard pricing rates and are included in the Total Price of the Products and Services as described in the Quote Summary of this Agreement.
  24. COMPANY RECOMMENDATIONS: Any recommendations for equipment, programs and materials contained in this Agreement and/or any previous discussions between the Customer and Company are estimates based on the data and information the Customer has furnished to Company. While Company believes the estimates to be sound, the degree of success with which equipment, programs and materials can be applied to data processing is dependent upon many factors, many of which are not under Company’s control. Therefore, Company estimates as to the results to be obtained must not be regarded as expressed or implied warranties. Any recommendations made by Company are purely recommendations and shall not be construed to be any guarantee of performance of the Product.
  25. HANDLING OF FUNDS: The Customer agrees that Company’s personnel, agents or representatives are not to handle amounts in any cash drawers or other areas. The Customer further understands that Company’s employees, agents, or representatives have been instructed as to this policy; therefore, the Customer agrees that Company is hereby relieved of responsibility for any and all risk of loss associated with controller accountability of the Customer’s funds.
  26. NOTICE: Any notice required or desired to be given hereunder shall be in writing, delivered in person, by facsimile, or by registered or certified U.S. mail, postage pre-paid, and addressed to the party to whom such notice is to be given, at the addresses first herein above written, or at such other address as shall be properly noticed pursuant to the provisions of this section. Delivery shall be deemed made upon receipt if in person or by facsimile, and if mailed, within three [3] days of deposit in the U.S. mail.
  27. LODGING AND MEALS: Customer is responsible for all necessary travel expenses including but not limited to transportation, lodging and meals during all training, installation, programming, education and assistance functions performed at Customer’s business location. These expenses may include (but are not limited to) airfare, mileage, hotel, off-site meals, taxi service, car rental, parking, etc. Company will make every effort to minimize these expenses. Customer will be invoiced these expenses after the installation. Company reserves the right to refuse or change any travel plans not consistent with Company’s travel policy.
  28. SEVERABILITY: If any phrase, clause or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, such phrase, clause or provision shall be deemed severed from this Agreement, but will not affect any other provisions of this Agreement, which shall otherwise remain in full force and effect. If any restriction of limitation in this Agreement is deemed to be unreasonable, onerous and unduly restrictive by a court of competent jurisdiction, it shall not be stricken in its entirety and held totally void and unenforceable, but shall be deemed rewritten and shall remain effective to the maximum extent permissible within reasonable bounds.
  29. ENTIRE AGREEMENT: Customer acknowledges that this Agreement has been read and understood, including all attachments, agrees to be bound by its terms and agrees that it is the complete and exclusive statement of the Agreement between the parties, superseding all other communications, representations or proposals, oral or written, on the subject matter of this Agreement. This Agreement may be modified only by written consent, signed by the Customer and the President of Company. This Agreement is not accepted by or binding on Company until signed by Executive Sales Management at Company.
  30. AUTHORIZATION: By their execution below, the undersigned agrees to be bound by the terms of this Agreement and to comply with all of Customer’s obligations under the Agreement or as otherwise provided by law. Customer acknowledges receipt of the Service Agreement Terms and Conditions attached hereto as Exhibit A. The Agreement requires the use of Company’s transaction processing services under a separate merchant transaction processing agreement. Customer warrants that the information provided to Company is complete and accurate. The authorized Customer representative(s) signing below represent and warrant that he/she/they have the authority to execute this Agreement and all other documents incident to the transaction and relationship contemplated by the Agreement and the Proposal on behalf of the Customer and that he/she/they have the authority to bind Customer to this Agreement and the transaction and relationship contemplated by the Agreement and the Proposal.
  31. BETA PARTICIPATION AGREEMENT: If this Purchase Agreement includes any item(s) designated with the word ‘BETA’ in the description, the Customer acknowledges and agrees to the Terms & Conditions governing the sale, installation, and support of said items.

    The Beta Software General Terms & Conditions document is accessible at:

    Monthly Service Agreement Acceptance: Your acceptance of this proposal constitutes acceptance of the Service Agreement Terms and Conditions as set forth as an addendum to this proposal. The Monthly Services section of this proposal constitutes the monthly cost that you will be charged in the case of new systems sale or additions to the established monthly cost you will be charged in the
    case of an addon sale to an existing system. Customer may terminate this Service Agreement for any reason within 15 days of acceptance of this proposal or within 15 days following system installation and go live, whichever is later by written notification to

    ACH AUTHORIZATION: The fees and charges for the Hardware Product purchased as specified in this Agreement and its terms and conditions shall be debited from Customer’s account upon the execution of this Agreement. The fees and charges for the Services purchased as specified in this Agreement and its terms and conditions shall be debited on a monthly basis beginning on the Effective Date. All other charges payable hereunder shall be debited during the month in which they were incurred. Authorized Customer Representatives’ signature below authorizes ServingIntel Inc., its affiliates, subsidiaries, designated assignees, or third-party providers, to initiate ACH transfer entries to credit and/or debit the account identified in the voided check provided by Customer to Company for the fees and charges incurred under the Agreement. This authorization shall remain in effect unless and until Company receives written notification from Customer that this authorization has been terminated in such time and manner to allow Company to effectuate such termination.

    If the Agreement is terminated early during the Initial Term or any Renewal Term for any reason, Customer agrees to pay Company an early termination fee (as set forth in paragraph 7.B. of the Agreement). Customer agrees that this fee is not a penalty, but rather a reasonable estimation of the actual damages Company would suffer if Company were to fail to receive the service business for the
    then current term. Customer agrees that the early termination fee shall also be due to Company if Customer discontinues submitted sales for processing during the Initial Term or any Renewal Term of the Agreement. Notwithstanding the foregoing, the early termination fee will not exceed the maximum amount set forth by applicable law. Paragraph references and capitalized terms not defined in this paragraph (or the Agreement) are defined in the Merchant Transaction Processing Agreement Terms and Conditions available at http://www.servingintel/service/agreement. Designated Cancellation Forms must be submitted to Company in order to cancel Processing Services and/or this Agreement.


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