End User License Agreement

IMPORTANT — READ CAREFULLY: This End User License Agreement ("EULA") is a binding legal agreement between you ("you" or "Licensee") and Sales Point 360 ("Sales Point 360," "we," "us," or "our") governing your installation and use of the Sales Point 360 software, native applications (Windows, macOS, iOS, Android), web app, SDKs, libraries, and any associated documentation (collectively, the "Software").

By downloading, installing, accessing, or using the Software, you agree to be bound by this EULA. If you do not agree, do not download, install, or use the Software.

1. License Grant

Subject to your compliance with this EULA and the Terms of Service, Sales Point 360 grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Install and use the Software on devices you own or control
• Use the Software solely for your internal business operations in connection with an active Sales Point 360 account
• Make a reasonable number of backup copies of the Software for archival purposes

This license remains in effect for as long as you maintain an active Sales Point 360 subscription and comply with this EULA.

2. License Restrictions

You may NOT, and may not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Software
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, except where this restriction is prohibited by applicable law
• Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software to a third party
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
• Use the Software to build a competing product or service
• Use the Software in violation of any applicable law or regulation
• Bypass or attempt to bypass any license enforcement, authentication, or security mechanisms
• Use the Software for any purpose other than as permitted by this EULA and the Terms of Service

3. Ownership

The Software is licensed, not sold. Sales Point 360 and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. This EULA does not grant you any rights to trademarks, service marks, or trade dress of Sales Point 360. All rights not expressly granted to you are reserved.

4. Software Updates

Sales Point 360 may, from time to time, release updates, patches, or new versions of the Software. The Software may automatically download and install updates without further notice. By using the Software, you consent to such updates. Updates are governed by this EULA unless accompanied by a separate license agreement.

We are not obligated to provide updates for older versions of the Software, and we may discontinue support for any version at our discretion.

5. Third-Party Components

The Software may include or rely on third-party open-source software, libraries, and frameworks. Such components are subject to their own license terms, which are made available within the Software or upon request. Your use of those components is governed by their respective licenses.

6. Data Collection

The Software may collect and transmit certain information to Sales Point 360, including:

• Device information (operating system, version, hardware identifiers)
• Usage analytics (features used, frequency, performance metrics)
• Crash reports and diagnostic data
• License validation data

Data collection is governed by our Privacy Policy. You may opt out of optional analytics through your account settings.

7. Hardware Compatibility

The Software is designed to interface with certain peripherals (receipt printers, barcode scanners, cash drawers, payment terminals, weight scales). Sales Point 360 does not warrant compatibility with all hardware. A list of recommended hardware is available at salespoint360.com/hardware. You are responsible for verifying compatibility before purchasing hardware.

8. Subscription Required

Most features of the Software require an active Sales Point 360 subscription. If your subscription is canceled, suspended, or expires:

• The Software may cease to function in whole or in part
• You will retain access to your data for export during the retention period defined in the Terms of Service
• This license terminates automatically upon expiration of your subscription

9. Beta and Pre-Release Software

From time to time, Sales Point 360 may make beta, pre-release, or experimental versions of the Software available. Such versions:

• Are provided "as is" without any warranties
• May contain bugs, errors, or incompatibilities
• May be modified or discontinued at any time without notice
• Should not be used in production environments

10. Export Compliance

You agree to comply with all applicable export control and sanctions laws and regulations. The Software may not be exported, re-exported, or transferred to any country, person, or entity restricted under such laws. You represent that you are not located in, and will not use the Software from, any jurisdiction subject to comprehensive sanctions.

11. U.S. Government End Users

If you are a U.S. Government end user, the Software is "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. Use, duplication, or disclosure is subject to the restrictions in this EULA.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. SALES POINT 360 DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

SALES POINT 360 DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SALES POINT 360 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE.

IN ANY CASE, OUR TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO SALES POINT 360 IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

14. Indemnification

You agree to indemnify, defend, and hold harmless Sales Point 360 and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising from your use of the Software, your violation of this EULA, or your violation of any rights of a third party.

15. Termination

15.1 Termination by You

You may terminate this EULA at any time by uninstalling the Software and ceasing all use.

15.2 Termination by Us

This EULA terminates automatically without notice if you fail to comply with any of its terms. Sales Point 360 may also terminate this EULA at any time if your Sales Point 360 subscription is canceled, suspended, or expires.

15.3 Effect of Termination

Upon termination, you must:

• Cease all use of the Software immediately
• Uninstall and destroy all copies of the Software in your possession or control
• Certify in writing, upon request, that you have complied with the above

Sections 2, 3, 12, 13, 14, and 16 of this EULA shall survive termination.

16. Governing Law and Disputes

This EULA is governed by the laws of Jamaica, without regard to its conflict of laws principles. Any disputes arising from this EULA shall be resolved through good-faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration under the rules of the Dispute Resolution Foundation of Jamaica, conducted in Kingston, Jamaica, in English.

Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights.

17. Changes to This EULA

Sales Point 360 may modify this EULA at any time. Material changes will be communicated via email or a prominent notice in the Software at least thirty (30) days before taking effect. Your continued use of the Software after the effective date constitutes acceptance of the modified EULA. If you do not agree to the changes, you must stop using the Software.

18. General Provisions

• Entire Agreement: This EULA, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and Sales Point 360 regarding the Software.
• Severability: If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• No Waiver: Failure to enforce any provision of this EULA shall not constitute a waiver of that provision.
• Assignment: You may not assign or transfer this EULA, by operation of law or otherwise, without our prior written consent. Sales Point 360 may assign this EULA without restriction.
• Force Majeure: Neither party shall be liable for delays or failures due to events beyond reasonable control.
• Headings: Section headings are for convenience only and do not affect interpretation.

19. Contact

If you have questions about this EULA, contact us at:

• Email: [email protected]
• Support: [email protected]
• Mailing Address: Sales Point 360, 19526 Southwest 25th Court, Miramar, Florida 33029

By installing or using the Software, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms.