It is agreed that the System is sold and purchased conditionally, and that the title is reserved to DBS and shall not pass to Customer until the full purchase price of monies due have been paid and all terms and conditions set forth in this Agreement have been complied with, including the initial 2 year term. The System shall not be resold, pledged mortgaged, removed from the location without written consent of DBS until all terms are met. If Customer issues a bad check all items, equipment and software comprising the System must be surrendered immediately to DBS. Customer must pay all outstanding balances due, plus bank fees with a credit card, certified check, or cash in order to proceed. Until such time as DBS has received full payment of the purchase price and initial terms is completed, DBS shall retain a purchase money security interest in the items, equipment and software comprising the System, whether now or hereafter acquired by Customer, regardless of where located, together with all substitutions for, replacements of, or proceeds from (whether cash or non-cash) the System, including without limitation, proceeds of all insurance policies insuring the System; provided that DBS shall not retain a security interest in the System from the date on which DBS is paid in full for the System. Customer agrees to execute any documents requested by DBS to perfect such security interest. In case of default in the payment of any regular installment or other monies, secured or due hereafter, or breach of any terms or provisions hereof, DBS, at its option, without being limited there to, may (a) bring suit for the amount then due hereunder without repossession and without accelerating or otherwise affecting future installments; (b) treat all unpaid installments and other monies which are or may be due hereunder as immediately due and payable; (c) separately therefrom or concurrently therewith pursue any and all remedies at law or in equity, without limitation, the immediate right to enter any premises where the System is located and to take possession of the System with or without notice or demand and with or without legal proceedings; in such event, Customer will pay upon demand a reasonable product rental fee and will reimburse DBS for all expenses that DBS reasonably has incurred including, without limitation, unreimbursed training and installation expenses, attorneys' fees, and court costs. All reasonable expenses incident to such repossession or pursuit or other remedies shall be borne by Customer, including but not being limited to attorneys’ fees and court costs.

DBS's rights and obligations under this Agreement will insure to the benefit and be binding upon DBS's successors and assignees. The invalidity or unenforceability of any provision of this contract shall not render any other portion of the contract invalid or unenforceable.

Oral changes have no effect. It may be altered only by a written agreement signed by the parties.

Jurisdiction and venue for enforcement of or for any claim or cause of action arising under this Agreement shall be exclusively in the state courts of Delaware and this agreement shall be governed and construed in accordance with the laws of the state of Delaware.

DBS recommends that all sites with internet connections have a firewall and virus protection software installed on ALL computers. This helps to protect the System from potential viruses, worms, and malicious code. Customer is responsible for all of Customer’s own Network security. DBS is not responsible for any damages regarding viruses.

The down payment amount is a non-refundable payment as reasonable reimbursement for consultation services, site evaluation, System presentation, order processing, installation of equipment and custom programming and Customer expressly consents thereto.

DBS retains title, ownership, and right of possession of any software included in the System until such time that the purchase price for the software has been paid in full and initial term is met. However, Customer shall have no right to title, ownership, or right of possession of any software included in the System for which there is a recurring charge for software rights contained in or pursuant to any applicable End User License Agreement.

The prices listed in this Agreement include initial programming and training of personnel in the use and operation of the System only when expressly indicated. If DBS is providing training, training will be provided only to Customer's employees, and DBS's sole obligation for training will be to supply a qualified instructor for the designated number of training hours. DBS does not guarantee that, after such training, the trainees will be able to use or operate the System properly. Upon Customer request, DBS will provide additional training time beyond the amounts stated in this Agreement at DBS's then-prevailing rates which do not include standard travel and room and board. Customer shall also be subject to a fee of $500.00 for any gift card liability reports produced by DBS. All such expenses shall be promptly paid by you upon presentation of receipts and invoices.

Customer is solely responsible for installation of the requisite AC power lines & data lines. DBS does not provide cabling service, and shall not be responsible for the inspection of such electrical installation. Customer acknowledges and agrees that DBS's warranty is conditioned upon Customer's providing environmental and operating conditions conforming to DBS's specifications (Pre-Installation Checklist (cognitoforms.com).

DBS is not liable for any delay in delivery or failure to deliver caused by unavailability of materials, strike or other labor related difficulties, interruption of production for mechanical or technical reasons, government or court order, Customer’s failure to pay in accordance with this Agreement, or force majeure. Under such circumstances DBS reserves the right to substitute any hardware with similar models in an attempt to keep prompt service.

All claims for shortage or for damage occurring prior to delivery shall be deemed waived unless made in writing and delivered to DBS within ten days of delivery of the equipment to Customer. All risk of loss or damage to equipment after delivery from any cause whatsoever shall be borne by Customer.

Except as expressly set forth in this agreement, DBS makes, and customer receives, no representations or warranties, express, implied, statutory or otherwise, with respect to the system or service and DBS specifically disclaims all other warranties and representations, including without limitation any implied warranty of merchant liability, fitness for a particular purpose, title, or noninfringement, and any warranties arising from a course of dealing or usage of trade.

DBS shall not be liable for costs of procurement of substitute products or services, nor for any loss of business, revenue or data; interruption of business; lost profits or goodwill; increased costs of operation; or other indirect, special, incidental, exemplary, reliance, punitive or consequential damages of any kind arising out of or under this agreement, even if DBS has been advised of the possibility of such. In no event shall the total liability of DBS bs arising out of or under this agreement, or for breach of this agreement, exceed the amount paid to DBS under this agreement, the limitations in this section shall apply notwithstanding any failure of essential purpose of any limited remedy and apply whether the claim is based on contract, tort (including negligence), statue, fraud, misrepresentation, or other legal or equitable theory. DBS shall not be responsible for (a) any claims against DBS that arise from or relate to customer’s use of the system or (b) any third-party claims against customer. DBS is not responsible for and disclaims any liability associated with failure to process credit card transactions and for any and all PCI/DSS/PABP compliancy violations, fines, judgments or penalties assessed against customer. Customer acknowledges that the system and any software purchase herein is subject to the terms conditions and limitations contained in the software manufacturers' licensing agreements, which are not transferable nor assignable.

Warranty coverage for any equipment or hardware included in the System shall be limited to any applicable manufacturer’s warranty and not be extended for repairs or replacements made necessary by damage due to fire, water, wind, rain, storm, lightning, blackout, burglary, power line fluctuations, spillage, accident, negligence, abuse, acts of God, acts of terror or the installation or downloading by Customer, Customer’s licensees, employees, agents, or third-parties of software of any kind. DBS assumes no responsibility for the repair or maintenance of any type of communication lines or related equipment, which may be required for DBS to provide remote support. DBS reserves the right to bill Customer for on-site service calls made necessary as a result of communication line or equipment malfunctions which prevent DBS from using remote support software. Warranty is void if Customer is on “no service” status for non-payment.

DBS has the right to terminate this Agreement, or to delay shipment pursuant thereto, by reason breach by Customer of any of the terms of this Agreement and Customer’s failure to make payments in accordance with any payment schedule. DBS may increase its license and other fees at any time, without notice, so fees due for new or additional software licenses or subscription purchases may be more than a previous purchase.

DBS is not responsible for any issue involving sales tax within the POS. The merchant is responsible for ensuring taxes are set to the correct tax rate, configured to tax the correct items, and the desired tax method (VAT or Regular) is used. DBS is not liable for any issues involving taxes, including but not limited to incorrect sales tax collected by the merchant, loss in revenue due to improper tax rates, any legal matter regarding taxable sales, IRS Levies, or any other issue regarding taxes. If this agreement expires for any reason, the merchant will still be responsible for all tax liabilities even in cases where tax requests are made to DBS support for assistance.

These terms of this Agreement continue to govern Customer’s use of the System unless and until such time as Customer or DBS terminates Customer’s use of any applicable service(s) related to the System.

Upon execution of this Agreement an initial 24 month term will begin. Until initial term is satisfied all hardware will remain property of DBS. If customer cancels before the initial term is completed all hardware must be returned to DBS. Upon termination, Customer may lose access to the System, and information stored regarding Customer or Customer’s transactions through the System may be deleted. Termination of Customer’s use of System does not relieve Customer of the obligation to pay for any purchases made as well as related fees and charges already incurred. In the event of termination of the use of the System by either party, no refunds shall be provided amounts previously paid through the System.

Customer may close Customer’s account at any time after the initial term, and without cost, with 60 day prior notice, but shall remain liable for any outstanding purchases as well as any fees or other charges incurred. DBS will not issue refunds for amounts previously incurred through the System once Customer closes Customer’s account.

In certain cases, DBS may not allow Customer to close Customer’s account, including but not limited to:

• to evade an investigation;
• Customer has open or pending purchases or payment transactions; or
• if Customer owes money to DBS or a merchant due to Customer’s use of the System.

It is the merchant’s responsibility to verify that credit cards are being batched into the proper bank account and that the process is completed daily, regardless if automatic batching is enabled. Automatic batching should not be substituted for the daily process of verifying that credit card batches have been sent and received by your processor. DBS will by default set the automatic batch time to 3AM. If a different time is requested, please reach out to DBS for assistance. DBS is not responsible for any loss of funds due to batching issues, incorrect batch times, or missed tips due to early batches. If the software you choose can pre-authorize credit cards, it is the merchant’s responsibility to make sure all funds are captured and processed. DBS is not responsible for any loss of funds due to insufficient funds, improper configuration, software glitches, or any other errors.

DBS does not guarantee the accuracy, integrity or quality of any third-party content, regardless of
whether such products or services are designated as “certified,” “validated” or the like. Any interaction or exchange of information or data between Customer and any third-party is solely between Customer and such third-party. If Customer decides to access any third-party content, Customer fully assumes the risk of doing so. Under no circumstances will DBS be liable in any way for any third-party content, including liability for any errors or omissions in any third-party content or for any loss or damage of any kind incurred as a result of the use of or reliance on any third-party content posted, emailed, linked or otherwise transmitted via the System.