[The attached Quotation (the “Quotation”) is an offer by Pye Tech LLC (“Pye”) to supply its software, equipment, and/or services described in the Quotation (as applicable, “Software”, “Equipment”, or “Services”, and collectively, the “Pye Services”) to the customer specified in the Quotation (“Customer” or “you”). These Terms and Conditions are incorporated in their entirety into the Quotation. The Quotation will remain valid until the date specified above or until it is withdrawn by Pye in writing, whichever occurs first. Acceptance of the Quotation and these Terms and Conditions (collectively, the “Agreement”) shall be deemed to have occurred upon the earliest of (i) executing or accepting the Quotation, (ii) issuing a purchase order that references this Quotation and/or the commercial details contained in this Quotation, (iii) executing or accepting any order confirmation of Pye, (iv) when Customer is aware that Pye has commenced performance thereunder, or (v) taking delivery of any Pye Services]

[These Terms and Conditions, together with the quotation (the “Quotation”, and together with these Terms and Conditions, the “Agreement”) issued by Pye Tech LLC (“Pye”) and signed by the customer specified in the quotation (“Customer”), govern Pye’s provision of the software, equipment, and/or services described in the Quotation (as applicable, “Software”, “Equipment”, or “Services”, and collectively, the “Pye Services”) to Customer. These Terms and Conditions are incorporated in their entirety into the Quotation.]


The term of the Agreement (the “Initial Term”) shall be set forth in the Quotation. The Agreement shall automatically renew for additional periods of one (1) year (each, a “Renewal Term”, and together with the Initial Term, the “Term”) unless either party has informed the other party in writing no later than ninety (90) days prior to the expiration then-current Term that it does not desire to extend the Agreement.


a. Subject to the terms and conditions of the Agreement, Pye and, as applicable, its licensors, hereby grant to Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software, during the Term, solely as part of the operation of its business at the location specified in the Quotation (the “Site”), to manage your business and/or conduct associated point of sale activities with respect to Equipment in accordance with the Agreement. Customer acknowledges that it has no proprietary interest in or to any of the intellectual property or other proprietary rights associated with the Software or Equipment.

b. Customer acknowledges and agrees that Pye is leasing the Equipment to Customer. In the event that a court of competent jurisdiction characterizes the transaction as a sale of the Equipment, Customer shall be deemed to have granted to Pye a first-priority purchase money security interest in the Equipment. Customer hereby authorizes Pye to file a protective UCC Financing Statement describing the Equipment and naming Customer as the debtor to perfect such security interest and Customer shall, if requested by Pye, execute, and deliver any agreements, instruments, documents, or statements which may, in Pye’s opinion, be necessary for the protection of Pye’s title to the Equipment.


During the Term, Pye will:

a. Use commercially reasonable efforts to deliver and install at Pye’s cost the Software and Equipment set forth in the Quotation in accordance with mutually agreed upon timeframes. Customer shall bear risk of loss during shipment of Equipment to Customer. Customer acknowledges and agrees that Pye shall not be responsible for any delays in shipment. Pye’s failure to timely deliver or install the Equipment and Software will be excused to the extent such non-performance is caused by any act or omission of Customer, including without limitation, Customer’s failure to take delivery of the Equipment or to be available for installation of the Equipment. In the event of any such delays caused by Customer, Customer shall promptly reimburse Pye for all delivery and installation costs, including any costs to reship Equipment.

b. Provide selected staff of Customer with technical training on the use and operation of the Software and, if applicable, any Equipment.

c. Provide on-call maintenance support and administrative support during Pye tech support operation hours (Monday thru Saturday 9am CST to 9pm CST excluding major holidays; hours subject to change with advance notice) to respond to problem reports associated with the Software and Equipment. Said Support shall include upgrades to the Software initiated from time to time by Pye and/or its licensors. The Monthly Support Fee is set forth in the Quotation. Support includes replacement parts for the Equipment in an amount not to exceed $500 per year. Customer shall be responsible for all shipping costs related to replacement parts and for the cost of all replacement parts in excess of $500 in any given year.

d. Pye may perform maintenance on the Pye Services which may result in service interruptions, delays, or errors. Pye will not be liable for any such interruptions, delays, errors, or bugs. Pye may contact you to assist you with the Pye Services and obtain information needed to identify and fix any errors.

e. Pye may release enhancements, improvements, or other updates to the Pye Services. You shall integrate and install any update into your systems within 30 days of your receipt of notice from Pye that such actions by you are required. Failure to install any updates in a timely fashion may impair the functionality of Pye Services. Pye will have no liability for your failure to properly install the most current version of any update, and Pye will have no obligation to provide support or services for any outdated versions.


a. Installation and Menu Fee. Subscription includes menu setup, installation, training, and shipping to operation. However, Customer is responsible for covering all costs related to internet /Wi-Fi service provider, integration with any existing point-of-sales system and any other cost outside of normal setup. Customer must confirm the menu prior to go-live. Any custom menu adjustments will cost $25 per graphic adjustment and $5.00 per data adjustment.

b. Monthly Subscription Fees. Customer shall pay the Monthly Subscription Fee set forth in the Quotation.

c. Customer shall remit payment for all fees and expenses in connection with the Pye Services within thirty (30) calendar days after the date of the applicable invoice. Customer shall pay and be responsible for any and all sales, use, value added, goods and services or similar taxes with respect to the fees or the provision of the Pye Services hereunder other than taxes based on Pye’s income. A late fee will be charged in the amount of $25 for any past due balance after 15 days. Customer expressly authorizes Pye to charge any amounts owed under the Agreement, including without limitation, pursuant to Section 5(i), to Customer’s bank account.


a. Customer shall not (i) copy, modify, create derivative works of, sublicense, sell, lease, loan, rent, distribute, convey, transfer, pledge as security or otherwise encumber, Pye Software or Equipment; (ii) reverse engineer, decompile, translate, adapt or disassemble the Software in an attempt to reconstruct or discover the source code or algorithms of the Software or hardware; (iii) use the Software/hardware to provide service bureau, time-sharing or other computer software or database services to or for the benefit of third parties; (iv) remove proprietary notices

or legends included by Pye or its licensors in or on the Software/hardware; (v) use the Pye Services for illegal purposes; or, (vi) cause, allow, or authorize any third party to do any of the foregoing.

b. Customer agrees to maintain all necessary permits, licenses, registrations, insurance or other governmental authorizations required to operate the Software and Equipment at the Site.

c. Customer shall: (i) comply with the requirements of all federal, state and local laws and regulations, rules, or standards related to use of the Pye Services, including those related to your use and provision of any cardholder data, customer information or other point of sale data accessed or provided in connection with the Pye Services (collectively, “Applicable Laws”), and (ii) use the Pye Services only in the manner permitted in the Agreement. Customer is solely responsible for monitoring legal developments applicable to its use of the Pye Services and the operation of its business, interpreting Applicable Laws, determining the requirements for compliance with all Applicable Laws and regulations, and maintaining an on-going compliance program.

d. Customer shall bear any and all costs associated with: (a) the purchase of internet, tables, marketing material, staff, thermal paper and all required items and infrastructure necessary to operate the Equipment; (b) the consumption of thermal paper rolls at the POS Module; and (c) maintaining the Devices in a good working manner.

e. Customer acknowledges and agrees that the Pye Services require Customer to have a minimum internet performance of 50Mbps down, 10Mbps up, with a recommended 100Mbps down (“Minimum Internet Requirements”). Upon request by Pye, Customer must show adequate proof of the Minimum Internet Requirements.

f. Customer acknowledges and agrees that the Equipment shall be located and utilized solely at the Site. The Equipment may not be moved from the Site without Pye’s prior written consent. In the event that Pye approves the relocation of any Equipment, Customer shall be solely responsible for any costs associated with the removal, relocation, shipping, and reinstallation of such Equipment.

g. Customer is solely responsible for ensuring the accuracy, quality, integrity, legality and appropriateness of all information and data regarding its business that it provides to Pye or its service providers in connection with the Pye Services. In addition, if applicable, Customer is solely responsible for verifying that all information and data loaded onto a Device by Pye or its service providers at Customer’s request is accurate prior to its use of such Equipment. Pye and its service providers disclaim any and all liability arising out of any inaccuracies with respect to any information or data provided by Customer.

h. Within five (5) days after delivery, all Equipment must be inspected by Customer and notice given to Pye of any material defects in or shortages of the Equipment. Customer is required to retain the original crate in which the Equipment was delivered in case it needs to be returned. Failure to do so, involves an additional crate assembling charge at Pye’s then-current rate.

i. Upon the earliest to occur of (i) expiration or termination of the Agreement, (ii) if Customer ceases to do business, (iii) upon demand by Pye, or (iv) pursuant to the terms of the Agreement, Customer shall immediately (but no later than fifteen (15) days after the occurrence of one of the events described in subsections (i) through (iv)) deliver all rental Equipment in which Customer has NOT purchased ownership in good working condition, reasonable wear and tear excepted, in the original crate to the office of Pye located at 3985 Parkwood Road, Suite 109 Bessemer, Alabama 35022. Customer shall be responsible for any and all costs and expenses of returning such Equipment to Pye, including but not limited to costs and expenses related to deinstalling, crating, shipping, and transporting such Equipment, and Customer shall insure such Equipment for its full replacement value during shipping or transportation pursuant to this Section. Customer shall be responsible for risk of loss of Equipment while in its possession and during shipment to Pye. Customer shall also be responsible for and shall pay for the reasonable and necessary expenses required to restore the Equipment to such condition. In the event Customer fails to return the Equipment or does not return Equipment in good working condition, reasonable wear and tear excepted, Customer shall pay Pye a penalty of $3,000.00 (three thousand dollars) or the value of Equipment, whichever is greater, to cover damages plus any past due monthly fees. Without limiting the foregoing, if Customer fails to return Equipment in accordance with this Section, Pye has the right to enter the Site and remove the Equipment at Customer’s expense.

6. Default. Each of the following constitutes a Default under the Agreement:

a. Customer fails or refuses to make any payment due under the Agreement within ten (10) days of the due date, or, where applicable, the date of demand for payment;

b. Customer fails to pay within ten (10) days of when due any indebtedness of Customer to Pye arising independently of the Agreement;

c. Customer fails or refuses to perform any other covenant or obligation in the Agreement and such failure or refusal continues for ten (10) days after written notice thereof to Customer by Pye;

d. Customer abandons the Equipment or relocates the Equipment without Pye’s prior written consent;

e. Customer makes any material misrepresentation or materially false statement as to its credit or financial standing in connection with the execution or the further performance of the Agreement;

f. Any attachment or execution is levied on any of the Customer’s property;

g. Customer permits any other entity or person to distribute or use the Equipment;

h. Customer becomes insolvent, makes an assignment for the benefit of creditors, applies for or consents to the appointment of a receiver, trustee, or liquidator of Customer for all or a substantial part of the assets of Customer under any federal or state bankruptcy, insolvency, receivership or trust law, or any other law providing for the relief of debtors or any amendment thereto (including, but not limited to, a petition for reorganization, arrangement, or extension); or

i. Customer fails to meet, or show adequate proof of, the Minimum Internet Requirements.


a. Pye may terminate the Agreement immediately upon written notice to Customer if an event of Default occurs.

b. If the Agreement is terminated prior to the end of the Term, the Monthly Subscription Fee for each month remaining in the Term will become immediately due and payable.

c. Upon the expiration or termination of the Agreement, all licenses granted under the Agreement will immediately terminate and Customer shall immediately cease and desist from any further use of the Software/Equipment and shall take immediate steps to delete and expunge the Software from its operating systems. At the written request of Pye, Customer shall submit written certification signed by a principal of Customer’s business stating that the Software has been deleted from its operating systems.

d. If Customer is in breach of the Agreement, Pye may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Pye Services without any notice and liability.

e. Upon your termination of the Agreement, Pye will provide you with a reasonable period of time to allow you to extract your transaction history and kiosk sales reports that Pye has stored on its servers as of the termination date. Subject to the foregoing sentence and Applicable Laws and card association rule requirements, Pye will delete any data stored on Pye’s servers upon your termination of the Agreement, and Pye will not be liable to you or any third party for termination of access to the Pye Services or deletion of your data.

8. Warranties.

a. Pye warrants to Customer that the Pye Services shall conform to the documentation provided by Pye in all material respects. In the event of a breach of the foregoing warranty, Customer shall notify Pye in writing promptly upon discovery of the nonconformance, and as Customer’s sole and exclusive remedy, after verification of the nonconformance, Pye shall, at its option, repair or replace the nonconforming Equipment or Software or reperform the nonconforming Support. Customer shall not return any Equipment unless Pye has issued a return merchandise authorization (“RMA”). In no event shall Pye be responsible for any Equipment returned without an RMA.

b. This limited warranty does not apply to loss or damage to the Equipment or Software caused by: negligence, abuse, misuse, mishandling, improper installation, storage or maintenance, exposure to extreme heat or direct sunlight, use outdoors without prior written approval from Pye, damage due to a casualty event, physical damage caused by negligence (including being struck by a vehicle), acts of God, vandalism, civil disturbances, power surges or outages, improper power supply, electrical current fluctuations, corrosive environment installations (including without limitation, excessive salt water and other corrosive environments), alteration, failure to follow installation requirements, failure to follow operating limits, or failure to follow environmental requirements set forth in Pye’s instructions. Furthermore, improper service of the Equipment or Software performed by someone other than Pye voids the product warranty. This limited warranty is also void if the Equipment or Software is not used for the purpose for which it is designed or if the Equipment is uninstalled from the original installation site and moved to a new installation site without prior written approval.


d. You represent and warrant that:

(i) you are validly existing, in good standing and have the right, power, and authority to enter into and perform under the Agreement;

(ii) any sales transaction submitted by you (i) is genuine and arises from a genuine sale or service that you directly sold or provided, (ii) accurately describes the goods or services sold and delivered to a purchaser and (iii) represents the correct amount of goods or services purchased from your business;

(iii) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the consumer;

(iv) you, all transactions initiated by you and your use of the Pye Services will comply with all Applicable Laws, including any applicable tax laws and regulations and card association rules and regulations;

(v) except in the ordinary course of business, no sales transaction submitted by you through the Pye Services will represent a sale to any principal, partner, proprietor, or owner of your entity;

(vi) you will not fraudulently use the Pye Services;

(vii) you have obtained all necessary and appropriate rights or given any necessary notices required for Pye to process any sales history or customer data input in the Equipment or Software or otherwise provided to Pye (“Pye Data”) as set forth in the Agreement; and

(viii) you are not engaged in and will not accept payment for any illegal activity, in the legal jurisdiction(s) in which you do business or provide goods and/or services.

9. Dispute Resolution. 

Any claim or controversy arising from or relating to the Agreement or the services that involves an amount that is in excess of the maximum limit for small claims court in the State of Alabama shall be resolved solely and exclusively by arbitration to be held in Birmingham, Alabama in accordance with the rules and procedures of the American Arbitration Association. All limitations of liability contained in the Agreement shall apply to any arbitration brought pursuant to this paragraph. The award of the Arbitrator shall be final and binding, and judgment may be entered in any court having jurisdiction thereof. The losing party shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the winning party.

10. Indemnification. 

Customer shall defend, indemnify and hold harmless Pye and its officers, directors and employees against any and all damages,

losses, awards, costs and expenses arising out of, in connection with, or resulting from: (i) the conduct of Customer’s business, including the use by Customer of the Pye Services; (ii) Customer’s breach of any provision set forth in the Agreement; or (iii) any death, personal injury, or property occurring on Customer’s premises.



12. Ownership.

a. The Equipment shall at all times remain the property of the Pye, and Customer shall have no right in the Equipment except the right to use such Equipment in accordance with the Agreement. Customer understands and acknowledges that Customer will not acquire any right of beneficial ownership or equity in the Equipment by reason of the payment of any fees hereunder or for any other reason or legal theory. Customer shall at all times keep the Equipment free and clear from any and all liens, claims, charges, encumbrances, taxes, adverse claims, and legal processes and at Customer’s expense protect and defend Pye’s title to the Equipment, from and against any and all such claims.

b. All right, title and interest in and to any and all technical information, specifications, techniques, know-how, technologies, formulations, processes, designs, models, drawings, samples, data, ideas, software, documentation related to the Pye Services provided by Pye hereunder, and all intellectual property rights of any kind or nature whatsoever in and to the Pye Services, including trade secrets, copyrights, patents, trademarks, designs, utility models, whether registered or unregistered, in any jurisdiction anywhere in the world, whether or not created, conceived, developed or improved in connection with the Agreement, and whether created, conceived, or developed jointly or by or for either party (collectively with all applications, registrations, substitutes, continuations, divisions, extensions, renewals, reissues, reexaminations, improvements and further developments with respect to any of the foregoing, the “Pye Intellectual Property”), are and shall remain the sole and exclusive property of Pye. None of the Pye Intellectual Property shall constitute a “work made for hire.” Nothing set forth in the Agreement shall be construed to grant to Customer any right, title, or interest in or to any of the Pye Intellectual Property, and to the extent that any Pye Intellectual Property does not fully and automatically vest exclusively in Pye, Customer agrees to and does hereby assign to Pye all such right, title and interest, and Customer shall execute all such other documents as Pye may reasonably require to effect such assignment. There are no implied licenses granted under the Agreement.

c. Customer will not use, reproduce, distribute, display, perform, make, have made, offer to sell, sell, import, export, license, sublicense, sell, resell, rent, lease, transfer, assign or otherwise exploit Pye Intellectual Property except as expressly authorized in the Agreement. Customer agrees not to (i) take any action that may interfere with the Pye Intellectual Property, including Pye’s ownership or exercise thereof; (ii) challenge any right, title, or interest that Pye has in the Pye Intellectual Property; (iii) make any claim or take any action adverse to Pye’s ownership of the Pye Intellectual Property; or (iv) register or apply for any intellectual property rights based on or derived from the Pye Intellectual Property.

13. Right to Enter and Inspect.

 Pye shall have the right at any time during normal business hours and upon reasonable notice to enter the premises in which the Equipment is located and, upon reasonable notice, shall be given free access thereto and afforded necessary facilities for the purpose of inspection.

14. Insurance. 

Customer shall keep the Equipment insured against all risks of loss or damage from every cause whatsoever for not less than the full replacement value thereof; and shall carry public liability and property damage insurance covering the equipment and its operation.

15. Repossession. 

During an event of Default and subject to the terms of the Agreement, including any notice and cure periods, Pye shall have the right to repossess the Equipment without any notice except as otherwise required by law, and the Customer waives any and all damages against and Pye occasioned by such repossession.

16. Export Laws.

 Customer hereby acknowledges and accepts that the Pye Services include United States technical information and therefore is subject to the Export Administration Regulations relating to export or re-export of United States technical data, equipment, and products produced therefrom. Customer agrees to fully comply with all such government regulations to the extent they apply to the Pye Services made available to Customer.

17. Confidentiality.

 All information or data relating to the business or operations of either party to the Agreement acquired by the other party in connection with the Agreement shall be treated as confidential by the acquiring party, and shall not, unless otherwise required by law, be disclosed by the acquiring party without the prior written permission of the party hereto to whom the information in question relates. Customer recognizes that the Pye Services and knowledge of its operation and methods are confidential trade secrets of great value to Pye. Customer agrees not to provide or make available the Equipment or its instructional and operational information, including Pye Intellectual Property, available to any person other than Customer employees who have an operational need to know and subject to confidentiality obligations materially as protective as those set forth herein. Customer will handle and treat the Equipment and its instructional and operational information, including Pye Intellectual Property, with that degree of care reasonably required to protect the confidentiality of Pye’s trade secrets above described. Customer agrees not to use any Pye Intellectual Property for any purpose other than in the performance of the Customer’s obligations under the Agreement and subject to the limitations herein. In the event either party is required to disclose the other Party’s confidential information as required by law, it will exercise reasonable efforts, with diligence, to limit disclosure and to obtain confidential treatment or a protective order, will exercise its best efforts to give the other Party sufficient advance notice and the opportunity to review and comment on the contents of such disclosure as it relates to such party. The parties agree not to issue or make any press release, public statements, or other public disclosures with respect to any confidential information of a disclosing party or the Agreement unless such party that wishes to issue a press release or other disclosure obtains the prior written consent of the other party in each instance. The provisions of this Confidentiality section shall survive any termination of the Agreement to the maximum extent permitted by law.


a. Independent Contractors; Beneficiaries. In performing their obligations, and exercising their

rights, under the Agreement, the parties shall be independent contractors, and neither shall have the authority to bind or act as agent for the other. No partnership, joint venture, or other business organization is created by the Agreement. Except for and any applicable licensors of Pye, there are no third party beneficiaries of the Agreement.

b. Force Majeure. Pye will not be liable to Customer for any failure or delay in its performance hereunder if such failure or delay is caused by any act of god, fire, war, epidemic, pandemic (including COVID-19), civil commotion, acts of government or governmental regulation, blockades, embargoes, fuel or energy shortage, labor shortage or trouble including strikes, work stoppage, or inability to obtain material, equipment or transportation, strikes, lockouts, insurrections, failure of telecommunications equipment or other hardware, any third party software or any third party services, or other occurrence beyond the reasonable control of Pye (whether or not foreseeable). Pye shall promptly notify Customer of the delay and the cause thereof and shall in any event take reasonable steps to avoid or remove and respond to such circumstance of delay, and shall resume performance as soon as reasonably possible.

c. Assignment. Customer may not assign the Agreement or any of its rights or obligations hereunder without the express written consent of Pye. Any purported assignment of the Agreement in contravention of this Section shall be null and void and, without limiting any other rights or remedies available under the Agreement, at law or in equity, Pye may immediately terminate the Agreement without further liability.

d. Notices. All notices required hereunder shall be in writing and shall be deemed to have been given and received when delivered in person, upon receipt when sent by confirmed electronic mail, or upon receipt (or refusal) when mailed by United States registered or certified mail, return receipt requested, postage prepaid, or by priority overnight delivery service, to the respective address first set forth above or as provided from time to time by the parties in writing.

e. Amendments and Modifications. Pye has the right to change or add to these Terms and Conditions at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Pye Services with notice that Pye in its sole discretion deems to be reasonable in the circumstances, including such notice on Pye's website or any other website maintained or owned by Pye. Any use of the Pye Services after Pye's publication of any such changes or providing notice shall constitute your acceptance of the Agreement as modified.

f. Severability. In the event that any one or more of the provisions contained in the Agreement shall for any reason be held invalid or unenforceable

by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provision of the Agreement, and the Agreement shall be construed as if such invalid or unenforceable provision or provisions had never been contained herein.

g. Waivers. Failure or delay on the part of Pye to exercise any right, remedy, power or privilege hereunder, shall not constitute a waiver thereof. A waiver, to be effective, must be in writing and must be signed by Pye. A written waiver of a default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

h. Entire Agreement. The Agreement, including any annexes, attachments or exhibits thereto, constitutes the entire agreement between the

parties with respect to the subject matter hereof and supersedes all prior understandings, agreements, proposals and negotiations, whether written or oral. No alteration, waiver, modification of or addition to the Agreement shall be binding on Pye unless set forth in writing signed by a duly authorized representative of Pye. No course of dealing, usage of trade or course of performance shall be relevant to supplement or explain any terms used in the Agreement. Pye expressly rejects all terms and conditions of any purchase order or other document submitted by Customer to Pye. No provision of UCC Article 2 pertaining to identifying terms of an agreement when the forms contain inconsistent terms shall apply.