1. General

1.1 These Terms and Conditions of this Licensing Agreement/ Terms of Sale (hereinafter the “Terms”) apply to your use of the Spotlight cloud-based point-of-sale (POS) restaurant management and operating system and hardware (if applicable with regard to hardware), and all associated services and add-ons including third party services (hereinafter all the previous mentioned shall be called the “Services”) offered by SPOTLIGHTPOS HELLAS (hereinafter “We” or the “Company”). You understand that by signing the Terms you are legally bound by them as the Terms is the agreement between you and the Company. By these Terms the Company grants to you the number of licenses mentioned at the first page under the remuneration mentioned in the Estimation only for the scope of your use of the Services. The licenses granted to you for the use of the Services are non sublicensable, non-transferable, non-exclusive, non-assignable and fully revocable by the Company, while also they are granted to you for the number of points of sale mentioned in the Estimation.

1.2 We strongly recommend carefully reading the Terms. By signing the Terms, you unconditionally accept and declare that you agree with them and you understand them. By signing the Terms, you warrant and represent that you have the legal capacity to do so and you represent the legal entity on behalf of which you execute the Terms.

1.3 The Company reserves the right, at its sole discretion, to amend the Terms partially or in whole, from time to time and you are responsible to review them periodically. It is agreed that by using the Services, you agree to be legally bound by the Terms.

1.4 If you do not agree to any of the Terms do not sign the Terms. In that case the Services shall not be provided to you.

1.5 All rights not expressly granted to you in the Terms are reserved by the Company.

2. Modifications

From time to time, We may add, make changes to or remove altogether functionalities of the Services or implement technical adjustments and improvements. These changes might affect your use of the Services. We may also decide to stop providing all or some of the Services at any time, and nothing in these Terms shall be taken as a guarantee that the Services will always be available, either in its current form or atany other form, or that We will support, maintain or continue to offer the Services.

3. Payment

3.1 Following receipt of our estimate form (hereinafter the “Estimate”), you will have to approve by a legal binding way, the Estimate e.g. through digital signature (such as DocuSign or any other similar tools) or by email if it is provided by law as means of acceptance. The email should contain a clear "approval" note from you in reply to our Estimate. We may also request your commercial registry number and your trade license if applicable and you are obliged to provide them to the Company.

3.2 Your Estimate will not be processed, and the Services will not be provided to you unless you have paid the full amount of the invoice in advance. The Services will be activated within maximum 30 days of your payment. You have the right to postpone the activation of the Services within these 30 days. Such period is not subject to further extensions and we will automatically activate our billing system regardless of your activation and We will not make any exception in respect to the refund.

3.3. You shall undertake any additional actions reasonably requested by our Company to implement any automated fee payment process.

4. Registration

If you register for the Services, you agree to:

a. Provide and maintain accurate, current and complete information as may be prompted by any registration forms on the Services (Registration Data)

b. Maintain the security of your passwords

c. Maintain and promptly update the Registration Data, and any other information you provide to the Company and to keep it accurate, current and completed. Accept all risks of unauthorized access to the Registration Data and any other information or data you provide to the Company. You are responsible for all activity on your account, and for charges incurred by your account.

5. Your obligations

5.1 You should assign at least one staff member familiar with IT to be the person in charge of coordinating with the Company and to handle the implementation of the Services (the IT Administrator). The IT Administrator shall have the authority to receive the supplies necessary for the implementation of the Services and to sign the handover form for every task applied (collectively, the Handover Form). The Handover Form shall be considered by the Company as official document during all phases of the Services’ implementation.

5.2 The warranty for the wireless and wired infrastructure network shall expire after the infrastructure Delivery Note Form has been signed, which indicates that the network that was connected with all terminals and printers is working properly. Thereafter, any request for technical network support will be priced according to our Company’s price list and the support visits shall be scheduled 7 days in advance.

5.3 You will be responsible for and providing all requirements necessary for the implementation of the Services, including but not limited to, all civil, electrical, mechanical, and required cabling works, internet. We will not apply any installation or training until you ensure the required means and facilities to carry out these tasks are provided and ready on site. In order to use the Service, you must have certain equipment. You must have at least: (1) one Apple iPad®, iPod® Touch and iPhone® running the iOS version specified by SPOTLIGHTPOS, (2) a working broadband Internet connection, (3) a secure wireless network available in all places within the venue where a Service-related device (including terminals as well as peripheral devices, such as any printers) will be used, and (4) an active Account. SPOTLIGHTPOS declares that the use of the Service on any device that is modified contrary to the manufacturer’s software or hardware guidelines and your use of any such modified device constitutes a violation of this Agreement and consists of reason to terminate your Account.

5.4 You will be responsible for all activity that results from use of the Services through your account, meaning that you will be responsible for all actions that are taken under your account credentials, regardless of whether such actions are taken byyou, your employees/partners or a third party. You are responsible for maintaining the security of your account and password. We will not be liable for any loss or damage that may result from any failure to keep your username and password secure.

5.5 You will be responsible for any theft of equipment under your charge.

6. Termination of the agreement

6.1 In case you wish to end this agreement, or not to renew your subscription, you should inform us by email through success@spotlightpos.com at least 30 days before the termination or renewal date.

6.2 If you cancel your current account, subscription, agreement (if any), your cancellation will take effect immediately and you will not be entitled to any refund of fees paid in advance.

6.3 If your account is cancelled (for any reason whatsoever):

(a) your account will be deactivated or deleted;

(b) all of your rights granted under these Terms will immediately be terminated;

(c) all of your data and content will be deleted from our systems in the extent the law provides so. It is your responsibility to make sure that any of your content or data is saved and backed-up before cancellation. We do not guarantee recovery of your data and We are not responsible for any loss or damage following, or as a result of, cancellation of your account.

7. Refund policy

7.1 We have a 30-day money-back guarantee refund policy. In other words, you have the right to cancel your Estimate within 30 days from the Estimate approval, after which you lose your right of requesting a refund.

7.2 You should send an official return request by email through support@spotlightpos.com with the following information: your business name, your contact person’s name and phone number, the Services you would like a refund for, the reasons behind the cancellation, and your bank account details (IBAN, bank name and beneficiary name).

7.3 Refund will only apply to software licenses. No refund will be possible for hardware (if applicable) and professional services (which include, but are not limited to, training and implementation related costs).

8. Company’s responsibilities

8.1 As long as you are subscribed to the Services, We will grant you access to your existing and available reports.

8.2 We will train the IT Administrator on how to use the Services and generate reports.

8.3 You are aware that some reports may be modified or developed by us internally. In all cases, We are not responsible nor accountable for any claims related to compliance with Visa Payment Applications ("PABP") or Applications for Data Security Standard ("PA-DSS").

9. Installation and training

9.1 The installation team will be scheduled and coordinate with you based on queue status and customer fulfilling site readiness requirements.

9.2 The Company will provide your team with an online training session on the use of the Services.

9.3 If you require another training session, the additional fee shall be applied according to Company’s price list.

10. Our right to end your Services

10.1 In case of breach of the Terms, We may cancel or deactivate your account at any time and in our sole discretion with the explicit reservation of all of our rights and their exercise.

10.2 We may also end your Services at any time by writing to you if:

(a) you do not make any payment to us when it is due;

(b) you do not provide us with information that is necessary to be provided for the implementation of the Services;

(c) the condition of your premises does not allow us to deliver the Services; or

(d) you do not allow us to deliver the Services to you.

10.3 If We end the contract for the reasons mentioned in clauses 10.1 and 10.2 above, We will refund any money you have paid in advance for the Services We have not provided but We may deduct or charge you for the net costs We will incur as a result of your breaking the Terms.

10.4 We may write to you to let you know that We are going to stop providing the Services. We will let you know at least 30 days in advance of our stopping the supply of the Services and will refund any sums you have paid in advance for the Services which will not be provided.

11. User content

11.1 In the Terms, the content available through the Services, including all information, content, data, logos, marks, interfaces, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called Spotlight Content. Content provided by end-users or Partners is called User Content. For example, data about a Partner's customer, its payments, menu, or operations or that an end-user provides to the Company is User Content of that end user. The Company's only right to that User Content is the limited licenses to it granted in the Terms and as necessary to provide support to end-users or to ensure the security of the Services and technology.

11.2 Your data and User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. We do not claim any ownership interest or rights in your User Content except as provided for under the Terms, but We do need the right to use your User Content to the extent necessary to provide the Services, now and in the future. Therefore, by posting or distributing User Content to or through the Services, you (a) grant the Company and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmissions of such User Content does not violate the Terms and will not violate any rights of or cause injury to any person or entity. If your User Content is intended for the use of other users you also grant us and our affiliates and subsidiaries and partners a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services in accordance with all applicable privacy laws and regulations.

11.3 You grant the Company a non-exclusive, royalty-free, irrevocable, perpetual license to use (including for commercial purposes) information and/or data collected by the Company through your use of the Services, provided that we aggregate or anonymize that information or data before using it. Other than this right, We claim no intellectual property rights in relation to the information or content you input into the Services.

11.4 If you authorize third parties to access your User Content through the Services, you agree that We are permitted to provide to them the User Content, and also agree that We have no responsibility or liability for their use of such User Content. Any such access shall be governed by any applicable end-user or API agreements or terms applicable to such third party and may be subject to fees charged by such third party.

11.5 You may provide us with comments, feedback or suggestions on the Services, and you agree that We will be free to use, modify and incorporate such suggestions without any obligation to you.

12. Our intellectual property rights

12.1 Other than the User Content, all content and all software available on the Services or used to create and operate the Services, all intellectual property rights including patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including (indicatively) all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and any right embodied in and/or connected/attached/related to the above mentioned or not even mentioned herein are the property of the Company or its licensors. The Company grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access the Services and to view, copy and print the portions of the Spotlight Content available to you through the Services for the limited purpose of using the Services as contemplated by these Terms. You may not publish or use e brand, branding or logos except with our prior written consent.

12.2 In case of any feedback data (whether orally or in writing) provided by you throughout the term of the agreement and during the use of the Services (e.g., questions, comments, feedback data, reports, suggestions or the like) regarding Services (“Feedback”), such Feedback shall be deemed the exclusive property of the Company, and you hereby irrevocably transfer and assign to the Company all intellectual property rights to the Feedback and you also waive any and all moral rights or economic rights that you may have with respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company is not obliged to make use of the Feedback.

13. No malicious or unlawful use

You must not:

(a) use the Services in any unlawful manner, for any unlawful or fraudulent purpose, or in any manner inconsistent with these Terms;

(b) infringe our intellectual property rights or those of any third party in relation to your use of the Services;

(c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services;

(d) use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

(e) collect or harvest any information or data from the Services or our systems or attempt to decipher any transmissions to or from the servers running any Services;

(f) disclose or distribute information relating to User Content to any third party, or use any other User's information for any marketing purposes unless you have that user's express permission to do so; or

(g) access or register user logins via bots or other automated methods.

14. Privacy Policy

Please refer to our Privacy Policy uploaded to www.spotlightpos.com for information on how we process personal data. By using the Services, you agree the Privacy Policy.

15. Warranty

15.1 As of the date of delivery of Spotlight hardware (if applicable), you will have a 90-days warranty on hardware for any manufacturing defect. After the expiration of the warranty period, you will be shifted to the support and maintenance of the manufacturer.

15.2 The warranty of all hardware (if applicable) and software that are not owned by the Company are covered by the respective manufacturers’ warranty system as per their terms and conditions.

16. Warranty disclaimer

16.1 To the extent permitted by applicable law, the Services and the Hardware (if applicable) are provided “AS IS” and “AS AVAILABLE” without warranty of any kind. The Company disclaims all warranties, either expressed or implied. Indicatively, We do not warrant that:

(a) the Services will meet your specific requirements;

(b) the Services will be uninterrupted, timely, secure, or error-free;

(c) the Services will be accurate or reliable;

(d) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations; or (e) any errors in the Services will be corrected.

16.2 THE COMPANY AND/ITS AFFILIATES IN NO EVENT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL MONETARY OR NOT MONETARY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOSS OF PROFITS OR GOODWILL, LOST OR DAMAGED DATA OR DOCUMENTATION, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGE ON REPUTATION, HOWEVER CAUSED, BASED ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THIS AGREEMENT AND THE SERVICES.

16.3 You acknowledge that the Company may use third party suppliers to hardware, software, connectivity, and all business requirements to provide to you the Services. The acts and omissions of those third-party suppliers may be beyond Company's control, and you can't hold the Company liable for any loss or damage of any kind you suffered as a result of any act or omission of any third party. On behalf of itself and such third-party suppliers, the Company excludes any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law.

17. Limitation of our liability

You waive and shall not assert any claims or allegations of any nature whatsoever against the Company, its affiliates or subsidiaries, their sponsors, suppliers, contractors, advertisers, vendors or other partners, licensors, any of their successors or assigns, or any of their respective officers, directors, agents or employees arising out of or in any way relating to your use of the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any of the mentioned above parties (collectively, the Related Parties) has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of any third party products or the Services. Without limiting the foregoing, neither the Company nor any other Related Parties shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of access to or use of data or loss of goodwill, whether in an action in contract, for negligence, or otherwise, arising out of or in any way connected with the use of or inability to use any or all the Services, including without limitation any damages caused by or resulting from your reliance on the Services or other information obtained from or accessible via the Company or any other Related Parties, or that result from mistakes, errors, omissions, interruptions, deletion of files or data or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to the Company or any other Related Parties records, programs or services. The Company cannot be held liable, under any circumstances, in any case, does not bear the responsibility or accountability for any claims related to compliance with Visa Payment Applications (PABP) or Applications for Data Security Standard (PA-DSS).

18. No Responsibility for Third-Party Material

18.1 The Services may contain links or references to third-party web sites (Third-Party Sites) and third-party content (Third-Party Content) as a service to those interested in this information, including third-party suppliers, payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use links to Third-Party Sites and any Third-Party Content or service provided there, at your own risk.

18.2 The Company might have any relationship with a third-party through any kind of services and communications, included but not limited to partnerships entered between the Company and its Partners, whereby the Company does not control, maintain or endorse the third-party content. The Company shall use the information you provided to third parties, for business inquiries. The Company does not control, maintain or endorse any of the information provided by the Company. Therefore, you expressly acknowledge and agree that the Company is in no way responsible or liable for any such third-party information. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

19. Miscellaneous

19.1 Any delay of Company in exercising any or its rights under this agreement or provided by law, shall not be deemed as waiver of any kind, as the Company may exercise its rights at a later stage.

19.2 In case we provide any of our Services through a third party, you will be subject to that party’s terms and conditions which may be legally binding.

19.3 The Company may terminate this agreement and the Services at any time in case you disclose any information as to any confidential and unpublished part or content of our Agreement to third party except as directed by or with the express written permission of the Company or in so far as may be required by a court of competent jurisdiction.

19.4 This Agreement shall be exclusively governed and construed in accordance with the laws of Greece.

19.5 Dispute, controversy, or claim arising out of or relating to this Agreement, or the formation, breach, termination, or invalidity thereof, shall be submitted and settled before the competent courts of Greece.

20. Claims expenses

In the event of any claims arising from any party, the other party is obliged to bear all expenses and fees of lawsuits, law offices and so on.

21. Communication

If there is any problem with the Services or if you have any questions or complaints about the Services, please contact us by email through info@spotlightpos.com.

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