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HomeMy WebLinkAbout26-0213 Alpha POS Services Purchase agreement THIS AGREEMENT is hereby made and entered into this_I 3_day of February 2026.by and between the City of Elgin. Illinois, a municipal corporation(hereinafter referred to as"City")and Alpha POS Services, Inc.,an Illinois corporation(hereinafter referred to as"Seller"). NOW.THEREFORE,for and in consideration of the mutual promises and covenants contained herein.the sufficiency of which is hereby mutually acknowledged the Parties hereto hereby agree as follows: • PURCHASE City shall purchase and Seller shall sell and install the goods and/or services to the City as described in the[/]-page proposal,dated[December/5.2025].attached hereto and made a part hereof as Attachment A. • TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A.which is attached hereto and made a part hereof.in the event of any conflict between any of the terms and provisions this Agreement and Attachment A.the terms and pros isions of this Agreement shall supersede and control. • LAW/VENUE. This Agreement is subject to and governed by the laws of the State of Illinois.Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this Agreement shall be the Circuit Court of Kane County.Illinois.Seller hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County.Illinois for the enforcement of any rights.the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject matter hereof:and Seller agrees that scr ice by first class U.S mail to Alpha POS Services.Inc..do registered agent Truman Meecham.27W29(Geneva Road.Suite J.Winfield.IL 60190-2043 shall constitute effective service.The Parties hereto waive any rights to a jury. • jJO MODIFICATION There shall he no modification of this Agreement,except in a writing instrument executed by both Parties with the same formalities as the original Agreement. • MERGER. This Agreement embodies the whole Agreement of the Parties. There are no promises.terms.conditions or obligations other than those contained herein.and this Agreement shall supersede all prey ious communications. representations or Agreements.either verbal,written or implied between the Panics hereto. • INTEREST, Seller hereby waives any and all claims or rights to interest on stoney claimed to be due pursuant to this Agreement.and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law. including,but not limited to,pursuant to the Local Government Prompt Payment Act(50 ILCS 505/I.et seq.).as amended,or the Illinois Interest Act(815 ILCS 205/I.el seq.).as amended. The provisions of this paragraph shall survive any expiration.completion and/or termination of this Agreement. • ,SI VERARII.ITY. The terms of this Agreement shall he severable. In the event any of'the terms or the provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this Agreement shall remain in full force and effect. • COMPLIAN('F.WITH LAW. Notwithstanding any other provision of this Agreement.it is expressly agreed and understood that in connection with the performance of this Agreement.Seller shall comply with all applicable federal, state,city and other requirements of law.including.but not limited to,any applicable requirements regarding prevailing wages,minimum wage,workplace safety,nondiscrimination and legal status of employees. • COUNTERPARTS AND EXECUTION. This Agreement may he executed in counterparts,each of which shall be an original and all of which shall constitute one and the same Agreement. This Agreement may be executed electronically.and any signed copy of this Agreement transmitted by facsimile machine,email.or other electronic means shall be treated in all manners and respects as an original document. The signature of any part) on a copy of this Agreement transmitted by facsimile machine.email.or other electronic means shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. • PAYMENT. City shall pay the total sum of One Thousand Five Hundred Dollars($1,500.00)w ithin thirty(30)days of delivery and installation or City's receipt of invoice,whichever is later,for the one-time onboarding services described in Attachment A. Beginning on the"Go-Live Date"as described in Attachment A and continuing for thirty-five(35) months thereafter on the same date of each month as the"Go-Live Date."the City shall make monthly payments to Seller in the amount of TWO Hundred Thirty-Four Dollars and Ninety-Six Cents(S234.96). The aforementioned sums are inclusive of all freight and shipping costs.The City of Elgin is a tax-exempt govemmental entity. • LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this Agreement. In no event shall City be liable for any consequential.special or punitive damages,or any damages resulting from loss of profit. • TRANSFER OF TITLE/RISK. Transfer of title.and risk of loss shall pass to the City upon delivery and installation of the goods. • JNDEMNIFIC.ATION. To the fullest extent permitted by law.Seller agrees to and shall indemnify,and hold harmless the City,its officers,employees.boards and commissions from and against any and all claims.suits.judgments,costs. attorney's fees.damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Seller or Seller's officers.employees.agents or subcontractors in the performance of this Agreement.including but not limited to.ull goods delivered or services or work performed hereunder. In the event of any action against the City,its officers,employees,agents,boards or commissions covered by the foregoing duty to indemnify and hold harmless_such action shall be defended by legal counsel of the City's choosing. • WARRANTY. All applicable warranties.including but not limited to any and all applicable manufacturer's warranties,warranties of merchantability,and warranties of fitness for a particular purpose.are included as part of this Agreement,and shall apply to all goods,accessories.components.and services to the benefit of the City. • RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture,partnership,employment or other agency relationship hct%‘cen the Parties hereto. • WAIVER. Neither party hereto shall be responsible for any consequential.indirect.punith a or incidental damages for any reason whatsoever.Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute.and shall not be construed as,a waiver of any such rights. • LIMITATION OF ACTIONS.The Parties hereto agree that any action b> the Seller arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time-barred. • TIME IS OF THE ESSENCE. Time is of the essence of'this Agreement. • NONDISCRIMINATION.The Seller will not discriminate against any employee or applicant for employment because of race.color,religion,sex,national origin.age,ancestry.order of protection status.familial status,marital status,physical or mental disability,military status.sexual orientation.or unfavorable discharge from military service which would not interfere with the efficient performance of the job in question The Seller will take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any subcontractor to submit to the City a written commitment to comply with those provisions. The Seller will distribute copies of this commitment to all persons who participate in recruitment.screening.referral and selection of job applicants.prospective job applicants,and subcontractors. 'I he persons signing this Agreement certifies that slhe has been authorized by the Seller to commit the Seller contractually and has been authorized to execute this Agreement on its behalf SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF,the Panics have hereto set their hands the day and year first above written. Alpha POS Services.Inc. Truman Meecham 64( Print Name CI fY OF ELGIN 1-Ylk71141.3'1, Vlr eeha�rfa Ric rd .Kozal.City.Mai er A s Signature y Clerk President Title LePI OWIA(yeenwnfAlens POS.' q PY.Ar:bte A9.24-26 0oc% Audit trail Details it I `JAMS City of Elgin-2/13/26,3:42PM STATUS Signed SIATUSTIMESTAMP 2026/02/13 22:53:51 UTC Activity kristen@aiphapos.net sent a signature request to: 2026/02/13 SENT • Truman Meecham(truman@alphapos.net) 22:42:40 UTC .4? 2026/02/13 Signed by Truman Meecham(tuman@alphapos net) SIGNED 22:53:51 UTC 2026/02/13 This document has been signed by all signers and is complete COMPLETED 22:53:51 UTC The email address indicated above for each signer may be associated with a Google account,and may either be the primary email address or secondary email address associated yvith that account. ATI 9CH A + \ 05, ALPHA Chip Shot's x Alpha Quote created: December 15,2025 Reference:20251215-155230597 Chip Shot's Rick Kozal 1010 Wing St. rick.kozal@elginil.gov Elgin, Illinois 60123 Mike Lehman mike.lehman@elginil.gov +18473433911 Comments Keegan Weides- Product Specialist Alpha Products & Services SpotOn-15" Station Bundle- Pre-Owned 1 x $74.99/month Software and Hardware Bundle for SpotOn POS. after$2000 discount $54.99/month This bundle includes: lx SpotOn Station License lx 15"SpotOn Station lx Integrated EMV/Swipe/Tap Reader lx Guest Check Printer lx Cash Drawer(Optional) All hardware in this bundle is pre-owned Replacements included for issues with non-physical damage. Billing ($20.00/month)and agreement for this item is fulfilled by SpotOn Payments SpotOn - Cash Drawer 1 x $0.00/month SpotOn Cash Drawer SpotOn Handheld 3 x $49.99/month Billing ($10.00/month) and agreement for this item is fulfilled by SpotOn after$45.00 discount Payments $104.97/month SpotOn Customer Display 1 x $20 00/month Epson U220 Remote- Monthly 1 x $15.00/month *Billing ($9 99/month) and agreement for this item is Alpha Meraki Enterprise Router w/Backup AT&T Internet 1 x $40.00/month Stay running regardless of primary internet disruption with an enterprise-grade router with backup cellular internet built in. e1 SpotOn Core Bundle 1 x $0 00/month Includes Online Ordering,GoTo Ordering App, Marketing and Al Marketing, Profit Assist, Direct UberEats/DoorDash Integration,Unlimited 3rd Party Integrations. Free for 12 months,then$50+.20%-capped at$200 per month. Billing and agreement for this item is fulfilled by SpotOn Payments. Onboarding - First Station (In Person) 1 x $1,250.00 Includes database build,menu programming,and equipment staging completed in advance,plus up to two(2)full days(8 hours each)of on-site or remote techni- cian support dedicated to POS installation,staff training,and Go-Live assistance Additional days,rescheduling,or post-onboarding services are billed per the Alpha Services Pricing Schedule Onboarding -Additional Device (In Person) 1 x $25000 Additional Handheld,Station or Kitchen Display Setup and Installation $500 Alpha Credit 1 x $0.00 A$500 credit that can be used for the following services post-onboarding: -Additional Onboarding and Training Sessions -Alpha-Billed Subscription - Billable Services and Technical Work -Travel Work If not specified,the credit will be applied to the subscription charges by default Monthly subtotal ..__..______.._ ____.. $234 96 after$65.00 discount One-time subtotal $1,500 00 S f4 '�ZC Signature nt, r Printed name ntaturea.-43 Cyan. .‘kee Countersig a 1)‘3tc (4d €11( —11k.C2(3 Printed name This quote expires on February 28,2026 IMP Agreement terms Specified items will be managed and billed for by specified vendors The initial Subscription Term shall start on the Installation Date,estimated to occur approximately 56 days after the Signing Date below,and shall end on the 3rd annual anniversary of the Go-Live Date. Vendor's Subscription Fee includes Vendor's Technical Support beginning after installation.The Subscription Term and billing shall commence on the first day of the calendar month following equipment installation at the client's location,regardless of Go-Live status Customer has read,acknowledges and agrees that the terms of this Order Form are supplemented by Subscription Agreement. Onboarding Fees Charged initially at signing-the subscription will not start until the system is implemented on location ("Restaurant/Venue Address"). Services,Onboarding,and Post-Onboarding Fees Customer acknowledges that all Services provided by Alpha—including Onboarding,Post- Onboarding Services,and related travel—are subject to this Agreement and Alpha's Onboarding, Terms&Conditions and Services Pricing Schedule,which are incorporated herein by reference. Any work outside the scope of included onboarding—such as additional training,menu rebuilds, networking,technical troubleshooting beyond Go-Live,or on-site assistance—will be billed as Post-Onboarding Services in accordance with the Services Pricing Schedule.Travel is billed separately. If there is a discrepancy between the Services Pricing Schedule and a price expressly quoted and accepted in a signed proposal,order form,or agreement,the quoted price shall take precedence. Subscription Agreement This Subscription Agreement ("Agreement") is between Alpha Pos Services,Inc., an Illinois corporation ("Vendor"),and Customer, namely,whoever is identified as the Customer within Vendor's order form ("Order Form") regarding the software and equipment identified in the Order Form.Vendor and Customer are each sometimes referred to herein as a party and they are sometimes together referred to as the parties.Third-party or third parties mean one or . more persons or entities other than Vendor and Customer.The date of this Agreement is the "Signing Date"as indicated by the Order Form. 1. Purpose of the Order Form and this Agreement Vendor is a reseller of certain software,which Customer wants to use for its business as indicated by the Order Form.Vendor also leases and sells certain equipment for use with the software,which Customer wants to lease or purchase from Vendor as indicated by the Order Form.Therefore,the parties have entered into the Order Form and this Agreement,and Customer has entered into the license agreements with the third parties identified by the Order Form. 2 The Software 111111 The software consists of two products, Focus POS Software ("FP Software") licensed by Secret POS Systems, Inc. ("SPS"),and Shift 4 Payments software ("S4P Software"), 411 licensed by Shift 4 Payments, LLC ("S4P").Customer's election whether or not to use the S4P Software is indicated by the Order Form.(The Focus POS Software and the S4P • Software are together referred to as the"Software".SPS and S4P are each referred to as a "Software Licensor",and together are referred to as the"Software Licensors".) Customer's rights to use the Software are set forth within the license agreements entered into between Customer and the Software Licensors (either or both of which are the"End User License Agreements".The Software functions as Software as a Service ("SaaS") and on Customer's computers. However,the particular functions of the Software,and fixes,updates,and changes to the Software,are all performed, determined,and implemented only by SPS or S4P,as applicable,and not by Vendor. 4 Acceptance of the Software and Purchase or Lease of the Equipment Before signing the Order Form,Vendor demonstrated to Customer the functions of the Software designated by the Order Form (the"Designated Software") as thoroughly as Customer desired. By signing the Order Form,Vendor thereby: (a) acknowledge and agrees that the Designated Software is suitable for the particular purposes of Vendor's business, and (b) agrees to purchase or lease the equipment as designated by the Order Form (the"Designated Equipment"). Customer's use of the Designated Equipment may be subject to licenses granted by third parties (each of those third parties is a "Third Party Licensor"),such as the operating system for the Designated Equipment and other third party software (each of that software is"Third Party Software"and each of those licenses is a"Third Party License"). If,as indicated by the Order Form,Customer is providing all the equipment for the Designated Software,that equipment is referred to as"Customer's Equipment". (The Designated Equipment or Customer's Equipment is sometimes referred to in this Agreement as the "Equipment".) 4 Go-Live The Go-Live Date shall occur as follows: a.After Customer signs the Order Form and the End User License Agreements,Customer shall have 21 days to inform Vendor of the particular functions Customer wants the Software to perform from among the functions that the Software is able to perform, including access of Customer's employees to particular functions of the Designated Software,(the "Requested Functions"). b.Vendor shall have a reasonable time to configure the Software to provide the Requested Functions ("Configured","Configuration",or"Configure"). c. Within 7 days after Vendor informs Customer that Vendor has completed the Configuration,Customer shall contact Vendor to schedule an on-line review of the Designated Software to confirm Vendor's completion of the Configuration (the "Review"). Customer shall make itself reasonably available to conduct the Review sometime during the 21 day period after Customer contacts Vendor to schedule the Review(the"Review Period"). d.Customer may not disapprove the Configuration if the Review shows that the Designated Software provides all the Requested Functions, but during the Review Period Customer may request minor changes to the Requested Functions.If the Review indicates that Vendor did not complete the Configuration,or if Customer timely requests minor changes to the Requested Functions,Vendor shall have a reasonable time to additionally configure the Designated Software to provide the initial Requested Functions and the minor changes (also, ("Configured","Configuration",or"Configure")and the parties shall follow the above procedures to conduct an additional Review. If the changes Customer requests to the Requested Functions are other than minor,Vendor shall so inform Customer,and if Customer wants to proceed with those changes Customer shall pay Vendor its then customary charges to Configure those changes,Vendor shall have a reasonable time to additionally Configure the Designated Software,and the parties shall follow the above procedures to conduct an additional Review.Whether the changes Customer requests are minor or other than minor shall be determined solely by Vendor. e.The following shall occur during the 30 day period after Customer approves the Configuration (the"Installation and Training Period"). (a) Customer shall permit Vendor to install the Equipment at each location indicated by the Order Form (each of which is an"Equipment Location") and to connect the Software and the Equipment to the SaaS Functions (the"Installation"). (b)When Vendor informs Customer that the Installation is complete,Customer shall make its 4111111 personnel available to Vendor for one day of training (the "Training Day")to use the Designated Software and the Equipment (the"Training") at the Equipment Location,on a date and time mutually agreed by Customer and Vendor. (c) If the Installation is unsuccessful,Vendor shall have a reasonable time to complete the Installation,and the Installation and Training Period shall be extended by that same amount of time. f.Customer shall be deemed to have waived the Training if Customer: (i) disapproves the Configuration even if Review shows that the Designated Software provides all the Requested Functions, (ii) does not schedule the Training within the Installation and Training Period,or 6111 (iii) does not cause all its necessary personnel to attend the Training.Vendor shall not responsible if Customer's personnel are unable to operate the Designated Software after the Training and Vendor shall not be required to provide Customer with additional Training after the Training Day. g.The"Go-Live Date" is the date on which the date on which Customer begins using the Designated Software for Customer's business or the last day of the Installation and Training Period,whichever first occurs,except as otherwise provided by this Agreement. h. On the Go-Live Date,Vendor's technician shall be present at the Equipment Location to ensure that the Designated Software and the Designated Equipment are properly functioning and to make any minor changes to the Configuration that the Customer requests (the"Go-Live Services"). If the Go-Live Services indicate that the Designated Software and the Designated Equipment are properly functioning Customer shall begin paying Vendor the Subscription Fee starting on the Go-Live Date.If the Go-Live Services indicate that the Designated Software and the Designated Equipment are not properly functioning,subject to the below limitations on Vendor's warranties,within a reasonable time thereafter Vendor shall properly Configure the Designated Software on the Designated Equipment or on Equipment from Vendor's inventory to replace the Designated Equipment (and the replacement Equipment shall become the Designated Equipment),Vendor shall perform Go-Live Services as provided above,and the Go-Live Date shall be the date on which those Go-Live Services indicate the Designated Software and the Designated Equipment are properly functioning. If the Designated Software or the Designated Equipment are malfunctioning due to defects that are the subject of the below limitations on Vendor's warranties,the Go-Live Date shall not occur until the Software Licensor or the Designated Equipment manufacturer corrects the malfunctions. i.Vendor shall not be obliged to provide Go-Live Services if Customer does not timely schedule or participate in the Review or if Customer disapproves the Configuration even if the Review shows that the Designated Software provides all the Requested Functions. If either of the foregoing events occurs,the Go-Live Date shall be the day after the Review Period ends or the date of Customer's disapproval,as applicable. Technical Support After the Go-Live Date and during each Subscription Term,at Customer's request to Vendor at the telephone number for Support posted on Vendor's website or as Vendor otherwise notifies Customer,Vendor shall provide Customer with telephone support to diagnose and resolve malfunctions of the Designated Software or the leased Designated Equipment ("Vendor's Technical Support"),subject to the limitations of Vendor's warranties as provided by this Agreement. 6 Customer Updates After the Go-Live Date,Customer shall be solely responsible to make all updates to the Designated Software and the Designated Equipment,such as changes to the functions of the Designated Software,changes to employee access to the Designated Software, and all updates to the Third Party Software,such as the operating system. 7. Location and Use of the Designated Software and the Designated Equipment Customer shall not do any of the following: (a) install or permit the installation of the Designated Software onto any device other than the Equipment at the Equipment Location, (b) move or permit the Equipment to be moved from the Equipment Location, (c) suffer or permit any third party to use or possess the Designated Software or the Equipment other than for Customer at the Equipment Location,and (d) use or permit the use of the leased Designated Equipment in a manner that is reasonably likely to damage the leased Designated Equipment,or (e) use or permit the use of the Equipment in a manner that is reasonably likely to damage or the Designated Software. If Customer or a third party threatens or commences to do any of the foregoing,Customer shall immediately so notify Vendor 8.Compliance With Licenses Customer shall be solely responsible to comply with the End User License Agreements and the Third Party Licenses (one or more of which are the"Software Licenses"). Customer shall not attempt to hold Vendor responsible for the consequences of Customer's non-compliance with the Software Licenses, including Customer's loss of use of the Designated Software,the Equipment,or any Third Party Software,and such consequences shall not excuse Customer from paying Vendor the amounts provided by the Order Form and by this Agreement. 9 Payment By signing the Order Form,Customer thereby authorizes Vendor to obtain payment for all amounts Customer owes Vendor under the Order Form and under this Agreement: (a) by automated clearing house transfer(ACH)from Customer's account designated on the Order Form or of which Customer otherwise notifies Vendor("Customer's Bank Account"),and (b) by charging Customer's current and future credit cards to the extent an ACH transfer from Customer's Bank Account is insufficient to fully pay Vendor,plus Vendor's then current credit card convenience fee.At Vendor's request,Customer shall provide Vendor with information regarding Customer's then current credit cards. 10.Vendor's Warranties Vendor makes the following warranties: i.Vendor's services to configure,install,and connect the Designated Software,Vendor's Training services,and Vendor's Technical Support shall all be reasonably workmanlike. Vendor shall furnish Vendor's Technical Support 24 hours each day,seven days each week, but Vendor does not guarantee any particular response time to Customer's requests for Vendor's Technical Support,and the results of Vendor's Technical Support are subject to the limitations of Vendor's warranties regarding the Products, below. ii.The Designated Equipment shall be of a type suitable for the Designated Software. iii.The S4P Software is designed to function with the Designated Software and on the Designated Equipment. Vendor does not warrant any of the following: i.Vendor does not warrant that the Designated Software,any SaaS service for the Designated Software,the Designated Equipment,or any Third Party Software (one or more of which is a "Product"or"Products") will perform in substantial accordance with any particular specification, requirement,or expectation of Customer, or otherwise in conformance with any industry standard for similar products,including a Product's availability or response times,or that the Products will be free from viruses or other harmful computer code,files,scripts,agents,or programs or will have no other defects, including errors,flaws,failures, bugs,or any other fault that causes a Product to function in a materially unintended or materially improper manner or to otherwise materially malfunction in any other respect,including any malfunction that materially interrupts the function of a Product or that materially affects the security,accuracy, reliability,quality,integrity,or permanence of any data or other stored information,that causes the deletion or any other error of any such data or other information,or that materially changes any configuration of a Product. - ..ii.Vendor does not warrant the times during which the SaaS service will be available due to maintenance or upgrades by SPS,or for any other reason not caused by Vendor, including limitations,delays,and other problems inherent in the use of the Internet and electronic communications. iii.Vendor makes no express warranty, no warranty of the fitness for a particular purpose, no warranty of merchantability,and no warranty of non-infringement regarding the Products, except as expressly provided by this Agreement with respect to the Designated Equipment. iv.All other warranties regarding the Products shall be only as provided by each licensor and each manufacturer(each of which is a "Supplier's Warranty"). v. If Customer elects to use Customer's Equipment,Vendor does not warrant that the Designated Software can be configured, installed,or operated on Customer's Equipment or connected to a Software Licensor's SaaS service. vi.Vendor does not warrant that payment software other than the S4P Software can be - configured, installed,or operated on the Equipment or with the Designated Software,or connected to SPS' SaaS service. 11 Security Agreement and Lien The following provisions apply if Customer is leasing the Designated Equipment.This instrument constitutes a security agreement.To secure Customer's performance of its obligations under the Order Form and this Agreement,Vendor shall have a security interest and lien on the Designated Equipment.Vendor may file appropriate Uniform Commercial Code financing statements regarding its aforesaid security interest and lien. .2 Breach of the Order Form,this Agreement or any Software License If and whenever Customer has not fully and timely paid Vendor as provided by the Order Form,of if Customer otherwise breaches the Order Form,this Agreement,or any Software License,Vendor shall thereafter have the right to do one or more of the following: a.Vendor may cease to provide Training and Vendor's Technical Support. b.Vendor may access the Equipment and the Designated Software,via the Internet,and shut off or otherwise block Customer's use of and access to the Designated Software on the Equipment and through the SaaS function. c.On Vendor's demand:(i) Customer shall pay Vendor: (A)the entire remaining balance of the Order Form,discounted at the rate of 8 percent per annum for the time period starting 'on the date of Vendor's demand and ending whenever the last payment is otherwise due under the Order Form, plus (B)the then current value of the leased Designated Equipment as reasonably determined by Vendor. (ii) Customer shall permit Vendor to enter the Equipment Location or wherever else the Designated Equipment is located (both or either of which is the"Premises")to take possession of and remove from the Premises the Designated Software and the leased Designated Equipment,including all the station keys for the Designated Software (the"Station Keys"). d. If Customer refuses to permit Vendor to enter the Premises as provided above,Vendor may nevertheless enter the Premises at any time, remove the leased Designated Software from the Equipment,and take possession of the leased Designated Equipment and the Station Keys. e.After Vendor removes and otherwise takes possession of the Designated Equipment from the Premises,Vendor may sell any or all of the leased Designated Equipment at a public or private auction on at least 10 days' notice to Customer,and on Vendor's demand Customer shall reimburse Vendor for the expenses Vendor incurred to undertake the foregoing. Vendor may apply the proceeds of that sale to the foregoing costs or to any other amount Customer owes Vendor under the Order Form or under this Agreement. 13 Waiver of Claims (a) Customer waives all claims against Vendor concerning the Products for which Vendor has disclaimed a warranty and for any breach of a Supplier's Warranty by any licensor or manufacturer. (b) Customer waives all claims against Vendor for any act or omission of Vendor or any third party acting for or on behalf of Vendor of which Customer does not notify Vendor within 10 days after Customer or any of Customer's employees or contractors first has knowledge or notice,including: (i) Customer's claims arising from or otherwise regarding Vendor's demonstration of the Software,and (ii)Vendor's breach of this Agreement or Vendor's breach of an Order Form,including Vendor's improper charges against Customer's bank account or credit card. (c)Customer waives all claims against Vendor for punitive or exemplary damages and for Customer's incidental and consequential damages, including Customer's direct and indirect - lost profits and loss of goodwill. 1 4 Ownership of the Designated Software and the Designated Equipment Customer acknowledges and agrees that Customer does not have,and by the Order Form or this Agreement shall not have,any ownership interest with respect to the Designated Software,the Station Keys,the leased Designated Equipment,or the Third Party Software. 15. Notices Notices given under or concerning the Order Form or this Agreement shall not cause any time period under the Order Form or this Agreement to commence,shall not be binding on the recipient,and shall not require any action by or response from the recipient unless in writing and delivered by commercial courier;email;or registered or certified mail,return receipt requested,to the parties at the street and email addresses listed on the Order Form or as otherwise directed by a party's notice to the other party. Delivery of a notice shall be deemed to have occurred at the date and time of actual receipt or at the date and time at which a party refuses to accept the delivery, whichever applies. If a party has moved without delivering notice of its new street or email address to the other party,delivery of a notice shall be effective at the date and time of the attempted delivery to the party's street or email address last known by the other party.The dates and times of delivery,attempted delivery,or refused delivery shall be as shown by the records of the courier,the sender's email record,or the United States Post Office,as applicable. Delivery shall not be deemed to have been made or refused if a recipient party's email is inoperable at the time of the attempted delivery. 16 No Setoff Customer's obligations under the Order Form and this Agreement are separate and independent from Vendor's obligations under the Order Form and this Agreement,and therefore the rights and remedies of Vendor under the Order Form and this Agreement are not subject to or affected by any claim,counterclaim,setoff,or recoupment by Customer,whether for Vendor's breach of the Order Form,this Agreement,or otherwise. 17.Time is of the Essence Time is of the essence concerning Customer's performance of its obligations under the t Order Form and this Agreement. 18. Force Majeure Vendor's time to perform, if delayed due to circumstances not caused by Vendor, including an act or omission of a Software Licensor,shall be reasonably extended,but at least by a time period equal to duration of the circumstance causing the delay.The foregoing is intended to supplement, not limit,the common law and statutory doctrines of impossibility or impracticality. 19.Severability and Modification If a court or government agency,following the conclusion of all appeals, if any, determines that any provision of the Order Form or this Agreement is void or unenforceable,the balance of the Order Form and this Agreement shall nevertheless remain enforceable,such invalidity shall not affect any other provision of the Order Form or this Agreement that can be given effect without the invalid provision,and to that end,the parties intend that the provisions of the Order Form and this Agreement are and shall be severable. Following the conclusion of all appeals,if any,the parties shall, if and to the extent possible, modify the void or unenforceable provision, retroactive to the Signing Date and consistent with the final court or agency determination so that the provision shall become valid and enforceable while remaining as similar as possible to the original,or a party may petition the court to so modify this Contract.Otherwise,the Order Form and this Agreement may not be modified except by a writing signed or acknowledged in writing by the parties.The conduct of a party or any third party acting for or on behalf of a party different from the Order Form or this Agreement shall not thereby modify the Order Form or this Agreement.A party's failure or forbearance to require the other party's compliance with the Order Form or this Agreement,whether or not occurring on multiple occasions,shall not thereby modify the Order Form or this Agreement,shall not excuse the other party's future compliance,and shall apply only to the specific instance of failure or forbearance. 10 Interpretation The parties intend that the interpretation of the Order Form and this Agreement shall be derived only from the provisions thereof,without resort to course of dealing, usage of trade,course of performance,or any other extrinsic evidence,and shall not be construed against Vendor.Whenever appropriate under the circumstances,within the Order Form or this Agreement,including the definition of any term in the Order Form or this Agreement: (a) the plural of any word shall mean the singular; (b) the singular of any word shall mean the plural; (c) "and"shall mean "or"; (d) "or"shall mean"and"; (e) "an","any",or"each"shall mean one, more than one,or all; (f) "all"shall mean any,one, or more than one; (g)words referring to persons or entities shall include associations, cooperatives,corporations,firms,general and limited partnerships,limited liability companies, natural persons, public agencies,sole proprietors,trusts, and all other entities and enterprises; (h)the words"such as","include","including",and similar words shall be construed as if followed by the phrase "without limitation"or a similar phrase; (i) use of the masculine,feminine,or neuter gender shall include each of the other genders. I Entire Agreement The provisions of this Agreement and the provisions of the Order Form together constitute the entire agreement between Licensor and Licensee regarding the subject matter of this Agreement and the Order Form.The provisions of this Agreement and the provisions of the Order Form supersede all proposals and all other offers, counteroffers, representations,and other communications, in any form or format and however made, regarding the subject matter of this Agreement or the Order Form. 12 Marketing Materials The contents of Vendor's brochures,website,other marketing materials,oral promises, or oral representations by Vendor's personnel made at any time shall not be part of the Order Form or this Agreement and shall not create any representation or warranty by Vendor notwithstanding anything therein to the contrary. .5 Waiver of Contrary Claims Customer waives all claims contrary to any provision within this Agreement or within the Order Form. 14 Limitations of Actions Customer must commence all lawsuits against Vendor for Vendor's breach of the Order Form or this Agreement,including any of Vendor's warranties,within 30 days after Customer has knowledge or notice of the breach.Customer waives all claims against Vendor for which Customer does not timely commence a lawsuit. 25.Assignment,Successors and Assigns Vendor may assign its rights and obligations under the Order Form and under this Agreement to successors and assigns.Customer may not assign its rights or its obligations under the Order Form or this Agreement without Vendor's prior written consent,which Vendor may grant,withhold,or condition at its sole discretion. 2(. Headings The section headings in the Order Form and in this Agreement are included solely for convenience and are not intended to affect the interpretation of the Order Form or this Agreement or to have any substantive meaning,except to the extent a section heading is otherwise expressly referred to within the Order Form or this Agreement. 2'/ Signing The parties may sign and deliver the Order Form to which this Agreement is attached by any method,including any electronic method,and each copy of the signed Order Form shall constitute an original if the pages containing the signatures of both parties are attached to that copy. 20 Independent Advice,Opportunity to Read, No Duress Customer acknowledges as follows:(a) Customer had the opportunity to consult with Customer's attorneys,other advisors,and consultants concerning the Order Form and this Agreement as fully Customer desired and as fully as Customer deemed necessary before Customer signed the Order Form, (b) Customer had an opportunity to read the Order Form and this Agreement as carefully as Customer desired before Customer signed the Order Form, (c) Customer understood the contents of the Order Form and this Agreement before Customer signed the Order Form,and (d) Customer signed the Order Form of its own free will and without duress. 3.Authority; Binding Contract The individual signing the Order Form for Customer ("Customer's Agent"):(a) represents and warrants to Vendor that Customer's Agent is authorized to sign this Agreement for Customer and that Customer's entry into the Order Form and this Agreement does not breach any other agreement to which Customer is bound, and (b) acknowledges that Vendor,in performing under this Agreement is doing so in reliance on the foregoing representations and warranties.Customer's Agent acknowledges that his or her signature on the Order Form indicates Customer's approval of the entire contents of the Order Form and this Agreement and Customer's consent and agreement to be bound by all the provisions of the Order Form and this Agreement. Customer's Agent shall be personally bound by the provisions of the Order Form and this Agreement to the extent that Customer repudiates the Order Form or this Agreement. 4 Questions? Contact me A Keegan Weides Product Specialist keegan@alphapos.net +18475614451 Alpha 27W291 Geneva Rd.Suite J Winfield,IL 60190 United States of America A-r rlw,za i A- 1 ALPHA Onboarding Services — Terms & Conditions These Terms & Conditions govern all onboarding services provided by Alpha as part of the installation of a point-of-sale platform. They are incorporated into the Client's Subscription Agreement and the Alpha Services Pricing Schedule. 1. Definition of Onboarding Package • Each onboarding package includes pre-installation work and on-site/remote service days. • Pre-installation work: database build, menu programming, configuration review, and equipment staging, performed by Alpha in advance of Go-Live. • On-site/remote service days: up to two (2) days of 8 consecutive hours each, dedicated to POS hardware installation (on-site), team training, and Go-Live support. 2. Scope of Onboarding Days • Onboarding days are reserved specifically for: Installation and configuration of POS hardware (on-site packages only). Front-of-House and Back-of-House staff training. Dedicated technician standby and assistance during Go-Live. • Pre-installation tasks (database/programming/staging) are part of the package but occur before on-site days. • Post-Go-Live changes (menu rebuilds, networking fixes, additional training, or technical troubleshooting beyond initial installation) will be billed as Post-Onboarding Services in accordance with the Alpha Services Pricing schedule. • ALPHA 3. Scheduling • Onboarding days may be scheduled consecutively or non-consecutively, based on mutual agreement between Alpha and the Client. • Days must be scheduled in full-day increments (up to 8 hours). Hours cannot be split across partial days. • Technician breaks and meal periods are included in the 8-hour block. 4. Client Readiness • For on-location onboarding, the Client must ensure: Internet lines and power are installed and functioning. Staff are available for scheduled training. • For remote onboarding, the Client (or a partner technician) is responsible for physical setup of hardware under Alpha's remote guidance. • If the Client is not ready. rescheduling fees will apply per the Alpha Services Pricing schedule. 5. Travel • Travel is billed separately in accordance with the Alpha Services Pricing schedule. • Travel time does not reduce the 8-hour service block; hours are measured on-site. 6. Early Completion & Expiration • If installation and training are completed in less than the allotted days, unused time is forfeited and may not be banked for later use. • ALPHA • Onboarding services must be completed promptly to enable Go-Live and cannot be deferred indefinitely. 7. Overages & Additional Staff • Any services beyond the included two days will be billed at Alpha's published Additional On-Location Day or Remote Onboarding Day rate. • If the Client requests additional Alpha technicians, charges apply per the Additional Technician On-Location Day rate. 8. Confirmation of Completion • The Client (or authorized representative) must sign a Go-Live Verification Form confirming that onboarding services have been provided. • Alpha reserves the right to determine when installation, training, and Go-Live support have been reasonably completed. 9. Force Majeure / Uncontrollable Delays • If onboarding or Go-Live is delayed due to factors outside of Alpha's control (e.g., construction delays, vendor issues, or lack of readiness), onboarding days may be rescheduled but will remain billable per Alpha's Rescheduling Policy in the Alpha Services Pricing schedule. IQt tiN eH v —$r - 2 • ALPHA Alpha Services Overview and Pricing At Alpha,our mission is to provide restaurants with premium service and reliable support for their technology. Every Alpha Member enjoys 24/7 U.S.-based remote technical support included at no additional cost when using a point-of-sale platform supplied by Alpha. Any on-location services or travel are available as needed,with clear,transparent pricing to maintain our premium level of support. Onboarding Services Both Remote and On-Location onboarding are available. Remote onboarding is recommended only if the restaurant has an in-house or partner technical resource. An Alpha Member is a client with a dedicated support agreement or an Alpha-supplied point-of-sale platform. On-Location Onboarding Package - First Station • Standard: $1,500 I Member: $1,250 • Includes: o Site inspection and database build/review o Pre-staged first station for faster installation o Equipment installation and validation o Comprehensive staff training (front and back of house) c, Two full 8-hour on-site days On-Location Onboarding - Additional Station, Handheld, or Kitchen Display • Standard: $350 I Member: $250 • Includes: • ALPHA Additional station staging and installation Billed per additional device Additional On-Location Day (8 Hours) • Standard: $750 I Member: $500 • Includes: Full-day technician support on-site Remote Onboarding Remote Onboarding Package - First Station • Standard: $750 I Member: $500 • Includes: Database build/review and staging c Remote installation assistance c. Remote testing validation c Virtual staff training (front and back of house) Two full 8-hour remote sessions • On-site inspection is the restaurant's responsibility Remote Onboarding - Additional Station, Handheld, or Kitchen Display • Standard: $200 I Member: $200 • Includes: Remote staging and installation Billed per additional device • ALPHA Networking & IT Services • Running a New Internet Line Standard: $175 I Member: $125 From centralized switch to POS device or access point • Access Point Purchase Standard: $175 I Member: $150 c For handheld or wireless usage Post-Onboarding Services These services keep your system optimized and your team confident after go-live. 24/7 U.S.-Based Technical Support • Standard: $249/month I Member: Included • Unlimited phone and remote troubleshooting • Vendor escalation management Front of House Training • Standard: $125 I Member: $75 • Members receive 50%off training sessions during their first year following installation ($37.50 per session). • Training session +Q&A to improve server speed and confidence Back of House Training • Standard: $125 I Member: $75 • Members receive 50%off training sessions during their first year following installation ($37.50 per session). eir." ALPHA • Training session + Q&A for kitchen and manager workflows Dedicated Remote Technical Assistance • Standard: $150/hour I Member: $125/hour • Members receive 50%off hourly services during their first year following installation ($62.50/hour). • Advanced troubleshooting outside of standard Alpha support Note:All services are available remotely or on-site. On-site work may be subject to travel fees. Travel Fees • Within 10 miles of an Alpha office: $0 • 11-75 miles: $75 flat • 76-250 miles: $0.90 per mile(beyond first 75) • 250+ miles: Custom —travel expenses passed through Alpha Offices: • Winfield, IL — 27W291 Geneva Rd, Suite J • Eldridge, IA — 251 S 14th Ave Rescheduling Policy Alpha understands that restaurant operations are dynamic and unexpected events may require changes to scheduled services. To balance flexibility for our clients with the cost of technician scheduling,the following rescheduling policy applies: 1. Notice Requirements • 48 Hours or More Notice — No rescheduling fee. Services will be moved to the next mutually available date. • ALPHA • Less Than 48 Hours Notice — A rescheduling fee will apply(see below). 2. Rescheduling Fees • Remote Services: $100 flat rescheduling fee. • On-Site Services (within 75 miles): $250 rescheduling fee. • On-Site Services (76+miles): $250 plus any non-refundable travel or lodging expenses already incurred. 3. Missed Appointments/ No-Shows • If a technician arrives on-site and the service cannot be performed due to client readiness (e.g., construction incomplete, internet lines not run,staff unavailable),the day will be billed in full at the applicable rate. 4. Alpha-Initiated Rescheduling • In the rare event Alpha must reschedule due to technician availability, illness, or other unforeseen circumstances, no rescheduling fee will apply. Alpha will make every effort to provide priority rescheduling at the client's convenience. Note on Pricing Updates: All pricing listed in this Services Pricing Schedule is subject to change. Alpha will provide Customer with the most recent version of this document when updates occur. Any changes to rates will apply prospectively and will not affect services already contracted or invoiced.