Mobile Point of Sale Agreement

MOBILE POINT OF SALE AGREEMENT

This Mobile Point of Sale Agreement (the Agreement) is entered into between Service Provider Name: (Provider) and Client Name: (Client) as of the Effective Date set forth below.

RECITALS

WHEREAS, Provider develops, supplies, installs and supports mobile point of sale hardware and software solutions and related merchant services; and

WHEREAS, Client desires to engage Provider to install and operate a mobile point of sale system for Client's business operations under the terms set forth in this Agreement; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the provision, operation, support and payment for such services and equipment.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider shall supply, install and configure the mobile point of sale hardware and software and shall provide the merchant services described below. The parties agree that the specific services, deliverables and acceptance criteria are as follows.

Equipment and software included: Provider will supply the hardware and software listed in the scope unless Client elects to supply Client-owned hardware. Provider shall retain title to all Provider-owned hardware until paid in full as set forth in Payment Terms.

Provider supplies mobile POS hardware and peripherals
Client supplies hardware (subject to Provider compatibility requirements)
Provider grants non-exclusive license to use POS software for Client's transactions

PAYMENT TERMS

All fees are payable in U.S. dollars unless otherwise agreed in writing. Client agrees to pay all undisputed charges in accordance with the payment schedule. Provider may suspend services for nonpayment following fifteen (15) days' written notice and opportunity to cure unless otherwise required by law.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Either party may terminate for insolvency, bankruptcy, or assignment for the benefit of creditors effective upon written notice.

CONFIDENTIALITY

"Confidential Information" means business, technical and financial information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) not disclose it to third parties except as permitted herein; and (c) use it only to perform obligations under this Agreement. Confidentiality obligations do not apply to information that is (i) already known without obligation of confidentiality, (ii) becomes publicly available through no fault of the receiving party, (iii) rightfully obtained from a third party without restriction, or (iv) required to be disclosed by law, provided the disclosing party is given prompt notice and the scope of disclosure is limited.

DATA SECURITY AND COMPLIANCE

Provider will implement commercially reasonable technical and organizational safeguards to protect payment card data and personal data processed in connection with the services. Client shall comply with all requirements of applicable payment card industry standards and applicable law. Provider's obligations do not extend to breaches resulting from Client's negligence or willful misconduct.

Who is responsible for PCI compliance: Provider Client

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for breaches of confidentiality, indemnification obligations, willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Provider's aggregate liability for claims arising out of this Agreement shall not exceed the fees paid by Client to Provider under this Agreement in the six (6) months preceding the claim.

Client shall indemnify, defend and hold Provider harmless from and against claims, liabilities and expenses arising out of Client's misuse of the services, violations of law, or failure to comply with payment card industry requirements.

WARRANTIES; DISCLAIMER

Provider warrants that the services will be performed in a professional and workmanlike manner and that materially defective hardware supplied by Provider will be repaired or replaced during any applicable warranty period. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. Venue for any action arising out of this Agreement shall lie in the state or federal courts located in that state.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail with confirmation to the addresses below.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and the scope of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

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