1. Agreement and Acceptance

These Terms of Service ("Terms") govern Services provided by the legal entity named as provider in the Order Form ("Provider") to the customer named there ("Customer").

By signing an Order Form referencing these Terms, Customer accepts these Terms and Provider's Privacy Policy. The Order Form, these Terms, and that policy form the "Agreement." The "Order Effective Date" is the date both parties sign the Order Form.

2. Services and Customer Responsibilities

2.1 Included Services. Provider will supply only the kiosk hardware, software, managed and virtual agent services, and other services specified in the Order Form ("Services") for the listed properties ("Deployment Locations"). Leased kiosk hardware and its software and firmware are the "Kiosk Solution." Remote coverage hours and responsibilities must be stated in the Order Form.

2.2 Installation Requirements. Customer will provide site access, a suitable installation area, power, connectivity, and compatible third-party equipment and systems. Requirements and related costs must be specified in the Order Form or an incorporated installation specification. Provider will confirm compatibility before installation.

2.3 Implementation. Provider will designate an implementation contact and coordinate installation. Customer will provide the information, approvals, permissions, and assistance reasonably needed.

2.4 Support. Support is limited to the scope in the Order Form. No response or resolution times, uptime commitments, or service credits are guaranteed unless expressly stated there. Support hours and contacts will be provided during onboarding.

2.5 Third-Party Services. Customer is responsible for its third-party accounts and agreements and will maintain the licenses, subscriptions, and permissions needed for the contracted Services. Provider will perform the agreed integrations but does not control third-party services.

2.6 Managed and Virtual Agent Services. Provider manages staffing, scheduling, supervision, and substitutions for the agreed remote coverage. No particular individual, exclusive staffing, or coverage outside agreed hours is guaranteed unless stated in the Order Form.

2.7 Additional Operational Assistance. With Customer's authorization and as capacity permits, Provider may assist with operational or administrative tasks outside the contracted scope. This discretionary assistance may be changed or discontinued without expanding or reducing the Services promised in the Order Form.

2.8 Authority and Outcomes. Customer will provide necessary access, accurate information, and lawful instructions. Provider's personnel may act only within Customer's written authorization, including for refunds, financial commitments, or settlements. Provider does not guarantee business or financial outcomes or third-party decisions. Customer will protect account credentials, limit access to authorized users, and promptly notify Provider of suspected unauthorized access.

2.9 Operational Continuity. Customer acknowledges that service interruptions may occur and will maintain reasonable backup procedures for guest check-in, property access, and other essential operations. Interruptions do not, by themselves, entitle Customer to compensation for lost revenue or bookings, subject to Section 10. Provider's service obligations and Customer's express remedies under the Agreement remain unchanged.

3. Term, Go-Live, and Renewal

3.1 Initial Term. The Agreement takes effect on the Order Effective Date. The "Initial Term" begins on the Go-Live Date and lasts for the period in the Order Form. It and any renewals constitute the "Term."

3.2 Go-Live Date. The "Go-Live Date" is the date Provider gives Customer written notice that the contracted Services are ready for use, including completion of any required installation. Separate Go-Live Dates may be specified for different properties or Services in the Order Form.

3.3 Renewal. The Order Form states the renewal arrangement and non-renewal notice deadline. Without a renewal provision, the Agreement expires after the Initial Term. During month-to-month renewals, either party may terminate on thirty (30) days' written notice without an early-exit fee; accrued fees and applicable hardware return costs remain due. Provider will give legally required renewal notices.

3.4 Renewal Pricing. Recurring fees remain fixed during each committed term. Upon renewal for at least twelve (12) months, fees may increase up to the cap stated in the Order Form. The stated month-to-month increase applies upon conversion and every twelve (12) months thereafter. Other renewal pricing must be agreed in writing. Provider must give written notice of new fees at least thirty (30) days before the applicable non-renewal deadline or, if none applies, before the increase takes effect.

4. Fees and Payment

4.1 Fees. The Order Form states fees, discounts, billing frequency, due dates, and upfront payments. Recurring fees begin on the Go-Live Date. Provider will email invoices at least ten (10) calendar days before payment is due.

4.2 Disputes and Late Payment. Customer must promptly identify good-faith invoice disputes and pay undisputed amounts when due. Overdue, undisputed amounts accrue interest at the lesser of 3% per month or the lawful maximum. Provider may suspend Services when an undisputed amount is more than thirty (30) calendar days overdue. Suspension does not excuse fees properly due.

4.3 Taxes. Customer is responsible for applicable sales, use, and similar taxes, excluding taxes on Provider's income.

4.4 Additional Charges. Accommodation, travel, delay, and other additional charges apply only if stated in the Order Form. Delay charges must specify the trigger, grace period, calculation, and cap.

4.5 ACH Debit Authorization. By enrolling in ACH payments and designating an account, Customer confirms its authority and authorizes Provider and its payment processor to debit amounts payable under the Agreement. Provider will email an itemized invoice stating the amount, payment due date, and scheduled debit date at least ten (10) calendar days before both payment and debit. No debit will occur before the due date or expiration of that notice period.

Customer may dispute an item in good faith before the scheduled debit by identifying the item, amount, and reason in writing. Provider may debit undisputed amounts but will not debit disputed amounts or apply related late charges or suspension while the dispute remains unresolved. After resolution, Provider will give at least ten (10) calendar days' notice before debiting any remaining amount due.

Customer may revoke authorization by written notice allowing a reasonable opportunity to act. Revocation does not cancel the Agreement or payment obligations; Customer must arrange another payment method.

5. Leased Hardware

5.1 Ownership. Hardware is leased, not sold. Provider retains ownership regardless of upfront payments.

5.2 Care and Access. Customer must follow Provider's operating instructions, protect the hardware, and provide reasonable access for installation, maintenance, and return. Customer will reasonably cooperate with necessary software and security updates. Relocation, modification, or third-party repair requires Provider's written consent.

5.3 Repair and Replacement. During the Term, Provider will repair or replace hardware that fails due to defects or ordinary wear and tear under normal use, covering the cost of replacement hardware and parts. If an on-site technician is needed, Provider will arrange the visit. Customer pays actual technician costs without markup, up to the per-repair-instance cap stated in the Order Form; Provider pays any excess. All visits needed to resolve the same underlying failure count as one repair instance.

The cap does not apply to repairs or replacements caused by misuse, vandalism, unauthorized work, failure to follow operating instructions, or unsuitable power or environmental conditions. Customer is responsible for reasonable repair or replacement costs arising from these causes. Provider will explain customer charges before chargeable work begins. Repair times are not guaranteed.

5.4 Loss and Damage. Customer bears loss or damage from delivery until collection by Provider or handover to its designated carrier, excluding ordinary wear, defects, and damage caused by Provider. Customer must package equipment as instructed. Provider will arrange return within fifteen (15) days after written notice that equipment is ready at the agreed location. After that period, Customer is responsible only for loss or damage caused by its negligence or intentional misconduct.

5.5 Return. Customer must stop using the hardware and make it available for return within fifteen (15) days after expiration or termination. Provider will arrange return and provide instructions. Sections 5.4 and 13.5 govern damage and return costs.

6. Software and Intellectual Property

6.1 License. During the Term, Customer receives a non-exclusive, non-transferable license to use the supplied software and firmware for the contracted Services at the Deployment Locations, subject to permitted assignments under Section 14. Authorized personnel and guests may use the software for those Services. Customer may not resell or sublicense the software or provide it for another business's use without Provider's written consent. Copying, modification, and reverse engineering are prohibited except as permitted by law or authorized by Provider in writing; API access requires Provider's written authorization. Sections 4.2 and 13 govern suspension and termination.

6.2 Ownership. Provider retains ownership of its hardware, software, service technology, and their modifications and custom development, subject to third-party rights. Customer retains ownership of its data, branding, content, and pre-existing materials and confirms it has the rights and authority to provide them and authorize their use for the contracted Services. Provider may use those materials only to perform the Agreement. Neither party receives rights to the other's intellectual property except as expressly provided in the Agreement.

7. Guest Data, Identification, and Security

7.1 Processing Responsibilities. Customer controls personal information supplied or accessed for Services or authorized additional assistance. Provider may process it only for that work, Customer's lawful instructions, or legal requirements. Customer must authorize system access and provide required notices and consents. Each party remains responsible for its own privacy and security obligations. The Agreement's data protections apply equally to Services and additional assistance.

7.2 Guest Identification and Recording. Where enabled, the Services may scan identification documents and capture images or audio/video recordings for guest verification, service quality, and safety. Each party will provide notices and obtain consents required for its activities. The parties may activate biometric features only after documenting their respective responsibilities for processing, notice, consent, retention, and deletion.

7.3 Security. Provider will maintain reasonable administrative, technical, and physical safeguards and notify Customer without undue delay after discovering unauthorized access to or disclosure of Customer's personal information.

7.4 Payment Information. Each party is responsible for applicable payment-security requirements, including PCI DSS, for systems and data it controls. Customer is responsible for its processor and merchant account; Provider is responsible for payment components it operates.

7.5 Return and Deletion. Within ninety (90) days after termination, Provider will return or delete Customer's personal information as directed, or delete it if no direction is received. Legally required records and backups awaiting scheduled deletion remain protected and cannot be used for other purposes. Shorter legally required retention or deletion periods prevail.

8. Confidentiality

Each party will use the other's confidential information only to perform the Agreement and protect it with reasonable care. Disclosure is limited to personnel, advisors, and subcontractors who need access and are bound by confidentiality, or as required by law.

Confidential information includes nonpublic business, technical, customer, and negotiated pricing information. It excludes information that becomes public through no breach, is already lawfully known or received without restriction, or is independently developed.

9. Third-Party Claims

9.1 Customer's Responsibility. Subject to Section 10, Customer will defend Provider and pay third-party damages and settlements caused by Customer's breach, unlawful conduct, notice or consent failures, misuse or unauthorized modification of the Kiosk Solution, or negligence or intentional misconduct at the Deployment Locations. This excludes claims to the extent caused by Provider's breach, negligence, intentional misconduct, or a Kiosk Solution defect.

9.2 Provider's Responsibility. Subject to Section 10, Provider will defend Customer and pay third-party damages and settlements for U.S. intellectual property infringement by authorized use of the Kiosk Solution. This excludes claims caused by unauthorized use or modifications, or combinations with products not supplied or approved by Provider where the claim would not otherwise arise.

Provider may obtain continued use rights, modify or replace the affected component without materially reducing functionality, or terminate affected Services and refund unused prepaid fees without an early-exit charge.

9.3 Claim Procedure. The protected party must promptly report claims, allow the defending party to control defense and settlement, and cooperate at that party's expense. Late notice reduces protection only to the extent it materially prejudices the defense. Settlements imposing admissions, payments, or other obligations on the protected party require its written consent.

10. Liability and Warranty Limits

10.1 Excluded Damages. To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, goodwill, or bookings.

10.2 Liability Cap. Each party's total liability under an Order Form is capped at fees paid or payable under it for the twelve (12) months before the event causing the claim. This includes confidentiality, data protection, and Section 9 obligations unless the Order Form specifies a different cap for them.

10.3 Exceptions. Section 9 third-party damages and settlements remain recoverable within the applicable cap despite Section 10.1. The cap does not reduce properly due fees or express refunds. These limits do not apply to fraud, gross negligence, willful misconduct, or liability that cannot legally be limited.

10.4 Warranty Disclaimer. Except for express commitments and to the extent permitted by law, Provider disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Uninterrupted or error-free operation is not guaranteed. Sections 9.2 and 13 remain unaffected.

11. Insurance

Customer will maintain commercial general liability insurance with limits of at least $1,000,000 per occurrence throughout the Term. Any higher limits, additional-insured status, or certificate requirements must be expressly stated in the Order Form.

12. Events Beyond Reasonable Control

Neither party is responsible for failures or delays caused by events beyond its reasonable control that it could not reasonably avoid or overcome. Increased costs alone do not excuse performance. The affected party must promptly notify the other and reasonably mitigate the impact.

After ninety (90) consecutive days of prevented performance, either party may terminate affected Services without an early-exit fee. Provider will refund prepaid fees for unprovided Services; accrued fees remain due. This does not extend or limit the Go-Live termination and refund right in Section 13.1.

13. Termination and Non-Renewal

13.1 Failure to Go Live. If Go-Live has not occurred within ninety (90) days after the Order Effective Date due to reasons attributable to Provider, Customer may terminate the affected Order Form by written notice before Go-Live. Provider will refund all upfront payments for that Order Form within thirty (30) days, without a termination fee. The ninety-day period is extended only by the duration of delays caused by Customer's failure to provide required access, infrastructure, information, or approvals, provided Provider promptly notifies Customer in writing of the unmet requirements and resulting delay.

13.2 Customer Termination for Cause. Customer may terminate affected Services for a material breach uncured thirty (30) days after written notice, or a failure attributable to Provider's equipment, software, or personnel that substantially prevents guest check-in through the contracted Services for more than ten (10) consecutive business days after Customer gives written notice. Failures caused by Customer, independent third-party systems, power or internet outages outside Provider's control, or events under Section 12 do not count toward this outage period.

Changing or discontinuing discretionary assistance under Section 2.7, or an unfavorable business outcome alone, does not establish cause. This does not excuse failure to perform contracted Services. No early-exit fee applies. Provider will refund prepaid recurring fees covering the period after termination within thirty (30) days.

13.3 Early Exit Without Cause. Customer may terminate before a committed term ends on thirty (30) days' written notice by paying the flat fee per installed kiosk stated in the Order Form, plus actual return shipping costs without markup. The flat fee includes removal and replaces remaining-term recurring charges. No flat fee applies if none is stated. Fees accrued through termination remain due. Unused prepaid recurring fees will be credited against amounts due, with any balance refunded within thirty (30) days.

13.4 Provider Termination or Suspension. Provider may terminate affected Services for undisputed payments more than thirty (30) calendar days overdue, or another material breach uncured thirty (30) days after written notice. Provider may immediately suspend affected Services as reasonably necessary for a material security risk or legal requirement, give notice as soon as permitted, and restore Services promptly when resolved. Suspension does not accelerate future fees.

If Provider terminates for Customer's uncured breach during a committed term, the early-exit fee stated in the Order Form applies in place of remaining-term recurring charges, together with accrued amounts, subject to the credits and refunds described in Section 13.3.

13.5 Non-Renewal and Hardware Return Costs. Non-renewal requires the notice stated in the Order Form. At normal expiration, Customer pays actual return shipping without markup, accrued fees, and covered loss or damage under Section 5.4, with no other exit charge. The Section 13.3 flat fee includes removal and return shipping. Provider pays return costs for termination under Sections 13.1, 13.2, 9.2, or 12. Customer pays actual return shipping without markup if Provider terminates for Customer's uncured breach.

13.6 Effect of Termination. The software license and use rights end. Hardware must be returned under Section 5.5; data must be returned or deleted under Section 7.5. Accrued fees and applicable charges remain due, subject to good-faith disputes. Ownership, confidentiality, accrued payments and refunds, hardware returns, liability limits, dispute resolution, and obligations intended to continue survive.

14. Assignment and Property Transfers

Provider may assign the Agreement in a merger, acquisition, financing, or business sale if Provider or its successor remains responsible for the Services.

If a Deployment Location changes ownership or operator, Customer must either have the successor assume the Agreement in writing for the remaining term or terminate under Section 13.3 and pay the applicable early-exit fee and accrued amounts. Assumption requires Provider's written consent, which will not be unreasonably withheld or delayed.

Customer remains responsible until the assumption or termination takes effect. An approved assumption releases Customer from future obligations, but not amounts or obligations already accrued. Other assignments by Customer require Provider's written consent.

15. Disputes and Governing Law

15.1 Arbitration. Disputes will be resolved by binding arbitration under the American Arbitration Association's Commercial Arbitration Rules, before one arbitrator experienced in commercial technology disputes, seated in Milwaukee, Wisconsin. The prevailing party may recover reasonable legal fees and costs. Either party may seek temporary court relief to protect intellectual property or confidential information pending arbitration.

15.2 Governing Law. Wisconsin law governs the Agreement, without regard to conflict-of-laws rules. The Federal Arbitration Act governs enforcement of Section 15.1.

16. General Terms

16.1 Entire Agreement and Priority. The Order Form, these Terms, and the referenced Privacy Policy replace prior proposals and discussions. The Order Form controls its commercial details and express overrides. These Terms otherwise control, including any conflict with the Privacy Policy.

16.2 Order Form Changes. Changes to an Order Form require written agreement by both parties.

16.3 Online Terms and Updates. Provider may update these Terms by posting a revised version with an effective date. Updates apply prospectively to new and existing Order Forms. Provider will notify existing Customers of material changes by email at least thirty (30) days before they take effect, unless a shorter period is required by law. Customer's continued use of the Services after the effective date constitutes acceptance without a separate signature or acknowledgment. Updates will not change signed Order Form pricing, service scope, contract term, or negotiated exceptions, or materially reduce Customer's express remedies during a committed term, without Customer's written agreement.

16.4 Notices. Notices go to Order Form contacts by email or tracked courier. Email is effective the next business day unless delivery fails; courier notice is effective on delivery. Contacts may be updated by written notice. Legally required notice methods take precedence.

16.5 Independent Parties. Neither party is the other's partner, joint venturer, or employer.

16.6 Legal Compliance. Each party will comply with laws applicable to its performance, including applicable export and sanctions laws.

16.7 Severability and Waiver. An unenforceable provision will be limited as necessary; the rest remains effective. Waivers must be written. Delayed enforcement is not a waiver.