Goodfynd Monthly POS Paid Software License Agreement

Agreement Overview:

This Contract outlines the terms and conditions under which Goodfynd (“Provider”) agrees to grant Customer (“Institution”) access to its Software as a Service platform ("Platform") for payment management, invoicing, and enterprise food management, hereinafter referred to as the "Service."

1. Services Provided:

Provider agrees to provide the following services ("Services"):

Access to all assigned platform features based on your subscription. User licenses provided to Institution allow authorized users within Institution to access and utilize the Platform.

Digital technical support during business hours 9a - 5p EST Monday to Friday and closed on national holidays.

Maintenance and security updates to ensure the optimal performance and security of the Platform occur overnight.

2. Subscription Term:

‍The initial term of this Contract shall commence on the Effective Date and shall continue indefinitely or until termination as defined in Section 8 of this agreement ("Initial Term").

You can pay for your subscription in monthly installments or with one reduced, up-front payment for the entire year. Your first payment is due as of the Effective Date of this Agreement, and if you choose to make monthly installments each installment is due at the beginning of the month.

3. User License and Fees:
‍
In consideration for the Services provided herein, Institution shall pay Provider a monthly subscription fee ("Subscription Fee") in the amount of $20.00 to maintain user licenses.
‍
Acceptance of this Agreement includes all Platform fees, including but not limited to Payment processing fees at a rate of 2.45% + $0.05 per transaction.

Consumer-generated online ordering fees are 5% of transaction totals. Invoicing fees are 2.8% plus $0.30 for credit transactions and 1% for ACH transactions. These fees do not include additional state taxes.

4. Payment Terms:
‍
‍All payments of $20.00 shall be made in USD and are due at the point of purchase and paid on a monthly basis thereafter based on the date of purchase. Failure to pay any invoiced amount within the specified timeframe may result in suspension or termination of access to the Platform.

Provider reserves the right to suspend access to the Platform in the event of late payment until all outstanding amounts are settled. A full refund grace period of 24 hours from the point of purchase exists for all subscribers.

5. Intellectual Property Rights:
‍
Provider retains all intellectual property rights in and to the Platform, including but not limited to proprietary software, algorithms, and documentation.

Customer acknowledges that it is granted a limited, non-exclusive right to use the Platform solely for its internal business purposes and that no ownership rights are transferred under this Contract.

6. Confidentiality:

‍Both parties agree to keep confidential all proprietary and sensitive information disclosed during the term of this Contract, including but not limited to proprietary information, technical data, and trade secrets.

7. Limitation of Liability:

In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, arising out of or in connection with this Contract.

8. Termination:

Either party may terminate this Contract upon written notice if the other party breaches any material terms of this Contract including payment and fails to cure such breach within thirty (30) days of receiving written notice thereof.
‍
If the Institution does not provide Goodfynd with such notice, the subscription will auto-renew at the end of their Term.  If the prices of the subscription plans have changed, Goodfynd will provide the Institution with notice of such price change ninety (90) days before the end of the Term.

9. Governing Law:

‍This Contract shall be governed by and construed in accordance with the laws of [Virginia], without regard to its conflict of laws principles.

10. Miscellaneous:
‍
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if: (a) the receiving Party has received the Notice; and (b) the Party giving the Notice has complied with the requirements of this Section.
This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

11. Entire Agreement:
‍
This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, relating to such subject matter.