I. General

This Agreement is for the maintenance and repair of computers and related hardware as listed. This Agreement is between Delaware Business Systems, Inc. (henceforth referred to as “DBS”) and the Customer. The Agreement is effective from the starting date or delivery date specified on the accompanying invoice or quote for an initial 24-month period, auto-renewing thereafter, unless otherwise terminated by either party upon sixty (60) days’ notice as provided for herein. This Agreement covers equipment provided by DBS and maintained at the Customer’s location. This Agreement supersedes all other support agreements, and all previous terms and conditions are null and void. DBS's rights and obligations under this Agreement will inure to the benefit and be binding upon DBS's successors and assignees. The invalidity or unenforceability of any provision of this Agreement shall not render any other portion of the contract invalid or unenforceable.

II. Service Agreement Eligibility

A. All equipment sold by DBS is eligible for inclusion under this Agreement at the time of sale orduring the manufacturers’ warranty period.

B. DBS reserves the right to exclude equipment that is unable to be repaired or equipment that it (DBS) cannot repair up to its standards — even if the equipment would be eligible for inclusion under Sections II/A above.

III. Responsibilities: DELAWARE BUSINESS SYSTEMS

A. DBS agrees to provide telephone and remote software support, and/or on-site technical labor for adjustment and repair of DBS originally invoiced hardware. DBS will charge for maintenance services if equipment is damaged by misuse, or abuse, regardless of manufacturer warranty. Any and all physical damage, including but not limited to a cut touch screen membrane, cracked glass on monitor, evidence of spilled liquids on any hardware, damage caused by heat lamps, or any negligence, is NOT covered under this Agreement. DBS will charge for service if hardware or software is modified or if the software is modified or reconfigured by anyone other than a staff member of DBS, or persons authorized by DBS.

B. DBS will provide labor and travel expenses to maintain the equipment in operating condition if provisioned within this Agreement.

C. Every reasonable effort shall be undertaken by DBS to respond to a Customer’s service request.

1. After-hours service will be provided for emergency situations only. Due to the nature of our vendors and suppliers being closed, there is no guarantee that DBS can get a downed system functioning after hours on weekends or holidays.

D. DBS will swap, failed in-warranty hardware with like equipment to minimize down-time to clients covered under this Agreement. Replacement equipment may be new or refurbished. The original manufacturer’s warranty period will be honored.

E. If a situation occurs where a temporary “loaner” device is installed, even though in use by the Customer at the Customer’s location, loaner hardware shall nonetheless remain property of DBS. Any damage to loaner equipment occurring while in the Customer’s possession shall be the Customer’s responsibility to rectify in a timely and complete manner. Where said equipment is damaged beyond repair, the Customer shall bear the full cost of replacement.

F. Customer may ship/or bring a piece of failed equipment to any of our locations for repair, parts are not included, without enduring additional labor costs if the Customer is covered under a Service Agreement.

G. DBS shall service, maintain, and support operating systems and network packages, which DBS has installed. DBS offers support for DIGITAL DINING, FUTURE POS, REVEL, SQUARE, R POWER, SPOTON, SKYTAB, and CATAPULT software packages only. DBS is not responsible for any add-on software, including but not limited to Online Ordering, Quickbooks, Payroll, etc.

H. This Agreement specifically, and unequivocally DOES NOT include parts that are not covered under the manufacturer’s warranty.

I. To provide prompt support, the customer expressly consents to DBS remotely accessing their POS system with or without prior authorization.

IV. Responsibilities: CUSTOMER

A. Customer shall make the covered equipment available to a DBS technician and provide adequate and suitable working conditions. It is the Customer’s responsibility to allow access to computer components cabling, rack, and any existing networking hardware.

B. Customer will assist DBS by giving a complete description of the equipment failure or problem as soon as possible. Customer must assist technician on phone first to diagnose and check for a possible simple solution. If necessary, the Customer must demonstrate the failure or problem. DBS reserves the right to refuse onsite service if prior troubleshooting methods are not followed.

C. Upon DBS’ completion of service performed, the Customer will verify that the equipment is in good working condition. All payments are due at the completion of service, unless otherwise noted. This will be verification of completed service. The Customer agrees to notify DBS of any irregularities resulting from a service visit. This would include, but would not be limited to, incomplete service, unprofessional service, or anything else out of the ordinary. The Customer’s notification should be by email to support@dbs4pos.com.

V. Limitations

A. The responsibility of DBS to the Customer shall be limited to restoring the covered system hardware equipment to good operating condition. DBS shall not be deemed to be in default of any provision(s) herein, or be liable for any delay, failure in performance, or interruption of service resulting from Acts of God, civil or military catastrophes, transportation delays, inability to obtain materials or parts from suppliers, or other forces beyond its ability to control.

B. DBS shall not be liable for special incidental or consequential damages in connection with repair or servicing of any equipment, including, but not limited to, loss of profit or revenue, loss of use of equipment, cost of substitute equipment, or other down-time costs. In addition, liability with respect to property damage or injury, including death to persons arising out of or in connection with services performed under this Agreement is strictly limited to that imposed by law, and there is no contract imposing any greater degree of liability to DBS.

C. If service is requested and no trouble is found, the Customer may be charged for the service call.

D. This Service Agreement does not cover:

1. Repairs and adjustments due to any attempts to repair, maintain, or modify for any reason, the covered equipment by any party/parties other than DBS staff personnel, or other representatives authorized by DBS.

2. Repairs or adjustments due to use of equipment in any manner other than in accordance with instructions issued by its manufacturer or DBS. DBS specifically will not cover cost(s) of repair, parts or replacement/loaner on any item that shows physical damage.

3. Repairs or adjustments due to the use of parts and/or accessories supplied and/or installed by parties other than DBS staff, or DBS authorized personnel.

4. Failure of equipment or software programs due to reconfiguring of hardware or software by parties other than DBS staff, or DBS authorized personnel.

5. Repair, replacements, or adjustments due to damage caused by fire, water, wind, rain, storm, lightning, blackout, burglary, power line fluctuations, spillage, accident, negligence, abuse, acts of God, or acts of terror.

6. Repair or adjustment due to environmental problems including — but not limited to: Transportation, improper grounding of equipment, fluctuations or surges of primary power or data lines, regardless of precautions, humidity, high or low temperatures or problems arising from circumstances beyond the control of DBS.

7. Maintenance and/or replacement of consumable items such as printer ribbons, magnetic media, paper supplies, ink or toner cartridges, or any other items designated by manufacturers as consumable.

8. Maintenance, restoration, or correction of software packages or programs (not referred to in Section III, H) — whether acquired from DBS or any other source.

9. Back-up and restoration of hard drives, damaged file recovery, and reinstallation when no back-up is available. This Agreement specifically does not include any responsibility for loss or restoration of programs, software, or any data regardless of the reason for loss.

10. Viruses, worms, and malicious code. Customer is responsible for all of Customer’s own Network security. DBS is not responsible for any damage regarding viruses or malicious software.

11. Third-party software of any kind. 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 because of the use of or reliance on any third-party content posted, emailed, linked, or otherwise transmitted via the system.

E. If repeated service is the result of manufacturer’s product defect beyond DBS control, DBS will — to the best of its technical ability, use every effort to correct such defects. DBS will inform the manufacturer to take action for correction or replacement of defective products. However, DBS shall not be held responsible for defects that originate from the manufacturer.

F. If repeated service calls are the result of a Customer’s or their employee’s lack of training, ability or abuse of equipment, the Customer may be charged per call, including for menu entry.

G. In the highly volatile technology industry, some vendors and suppliers of DBS go out of business. In the event such an occurrence does take place, DBS shall not be held responsible for any manufacturer’s Warranty, or the equipment sent to a manufacturer’s service center for repair that cannot be returned from said manufacturer.

H. 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.

VI. Charges

A. The total charges for service selected by the Customer are set forth on the accompanying invoice.

B. The Customer’s billing frequency will be performed at the agreed upon timing by DBS. DBS billing and credit policies shall apply to payment. All services are COD unless otherwise noted.

C. Additional charges for items not covered under this Agreement will be included on a separate invoice.

D. Failure to pay for a service agreement within 7 days of anniversary date or due date or any payment due date schedule will automatically cancel the Agreement. Per call service may be available at prevailing rates.

E. If a Customer’s account is placed into “Credit Hold” status then their access to the service agreement coverage will be suspended. During this period the Agreement will continue to expire at the predefined date of the Agreement. No credit or extension of time will be given for time spent in “Credit Hold” status.

F. Additional charges may be applied to any returned checks or bounced payments.

VII. Termination of Agreement

A. 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. Only after the initial term will the hardware become the property of the customer. If cancelled prior all hardware must be returned to DBS.

B. The effective date of termination is 60 days after the date that the written notification is received by DBS or the Customer.

C. No credit will be issued for any unused portion of service remaining under the Agreement.

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

1. to evade an investigation;

2. Customer has open or pending purchases or payment transactions; or

3. if Customer owes money to DBS or a merchant due to Customer’s use of the system.

E. Upon termination, the 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.

F. If this Agreement is being paid via installment payments (ACH or credit card) or quarterly, and Customer wishes to terminate this Agreement, then DBS has full discretion to collect the remaining value of this Agreement. Customer shall provide in writing a notification reason for termination of this Agreement.

VIII. General Service Agreement Information

A. If the covered equipment described on the accompanying invoice of this Agreement is subsequently moved to another location, then the Customer must notify DBS of the change of location. DBS has the right to continue coverage or discontinue coverage of the moved equipment.

B. DBS will make every effort to provide same day service, however, service calls are not guaranteed same day service. DBS’ normal service schedule is Monday – Friday from 8:30 a.m. until 5:00p.m., EST. Any calls placed outside of these hours will be handled in our afterhours protocol.

C. This Agreement and any other agreements referred to herein, represent the entire Agreement between both parties. There are no collateral oral agreements nor additional understandings between the parties. Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by Delaware law.

D. Periodic, routine cleanings of equipment will not be included in this Agreement.

E. Software upgrades will not be included in this Agreement unless otherwise referred to in a written amendment, or unless referred to on the billing invoice.

F. DBS may increase the cost of this Agreement at any time, without notice.

G. This Agreement shall be governed by the laws of the State of Delaware without regard for conflicts of laws principles. The parties agree that any that any claim or suit arising out of this Agreement shall be brought in the state or federal courts in and for the State of Delaware.

IX. “Unrepairable” Items / Damaged Beyond Repair

A. The object of this Agreement is the maintenance of the Customer’s equipment. It is not a replacement contract or an insurance policy. If a covered item is diagnosed by DBS, and/or its duly authorized service providers, and/or the original manufacturer as being unrepairable, then the Customer shall have the option of purchasing a new replacement or DBS will return the original item to the Customer at the Customer’s expense. It is not the responsibility of DBS to replace with new or rebuilt/reconditioned equipment, items which are beyond repair due to age, lack of parts, or any other reason that would cause DBS, and/or its service providers, and/or the original manufacturer to deem the item “beyond repair.”

B. Customer has 15 days to recover unrepairable hardware from DBS if it has been dropped off or delivered to our office. DBS will properly dispose of the unrepairable hardware once this timeframe has elapsed.

X. Credit Card Devices & Processing

A. The Customer must notify DBS of any change in The Customer’s credit card service provider. Typically, when a credit card provider is changed, it becomes necessary for DBS to reconfigure portions of the computer network so that the system can continue to process credit card orders. By giving DBS notification prior to any such change, both the Customer and DBS can plan better and make any necessary reconfigurations. Any reconfiguration or reprogramming made necessary due to a credit card provider change is not a covered service under this Agreement. The Customer shall be charged the prevailing service rates for any programming changes needed. The Customer’s bank, not DBS, is responsible to reimburse the Customer for any programming fees.

B. It is the responsibility of the Customer to check bank statements to make sure that proper charges from their bank are charged to the Customer.

C. This Agreements is not transferable unless otherwise agreed upon in writing by DBS.

D. Customer may be subject to a fee of $500.00 for any gift card liability reports produced by DBS.