Business Name

Customer Name

Customer Primary Contact

Phone

Customer Email

Sales Rep Email

Terms and Conditions

Subject to the terms and conditions of this Purchase and Sale Agreement ('Agreement'), Customer agrees to buy, and Dinerware agrees to sell, the goods, services or software licenses comprising or related to the Dinerware Restaurant System ('DRS') identified in the Invoice ('Products') from Dinerware:

1. This Agreement applies to any sale of any Products between Dinerware and Customer. Any additional or different terms, including terms in any purchase order or order confirmation, will have no effect unless expressly agreed to in writing by Dinerware referencing this Agreement. Any software provided to Customer is also subject to the End User License Agreement delivered with the software Product.
2. Payment. Dinerware will invoice Customer upon receipt of a System Proposal submitted by Customer and accepted by Dinerware. Customer will pay Dinerware the Purchase Price, or part of the Purchase Price in the amount of the Down Payment which will be no less than 50% of the total Purchase Price, upon receipt of the invoice. Dinerware will retain a security interest in all Products until it has received full payment which Customer will prevent from being encumbered by any first or senior lien through a fixture filing or other means. Dinerware may accept payment in any amount without prejudice to its right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement on any check or payment or in any letter accompanying a check or payment or elsewhere will be construed as an accord or satisfaction. Overdue balances may be charged interest at the lesser of 1.5% per month or the maximum interest allowed by law. Customer agrees to pay all reasonable costs, including attorney fees and expenses, required to collect any overdue amounts. Customer also agrees to pay a fee of twenty-five dollars ($25) for each Customer check refused for payment upon presentment to Customer's bank by Dinerware.

Customer Initial.

3. Delivery and Activation. Dinerware will deliver and install the DRS on the Installation Date. At that time Customer will pay any remaining balance owed and Dinerware will activate the DRS software license key. If Dinerware activates the license key before the remaining balance is paid, Customer agrees to pay the remaining balance within 10 days of the Activation Date. If a balance remains overdue after this 10 day period, Dinerware may, in its sole discretion, deactivate the DRS software key at any time until the balance is paid in full. Deactivation, or any subsequent re-activation, does not release, modify or waive Customer's obligation to pay the remaining balance of the Purchase Price. Once the remaining balance is paid, Dinerware will reactivate the DRS license key within a commercially reasonable period. Free Initial Support. During the first 30 days following activation of any DRS Product, Dinerware will provide the following support services at no charge: Email and telephone support services, Monday through Friday, 8 am - 5 pm Pacific time, excluding Dinerware holidays, and, at such times as are mutually convenient to both parties, up to three (3) hours of on-site support. Support services during this period do not include support related to configuration or troubleshooting of Customer's network, unless the network is installed by Dinerware, or Customer's electrical power supply. Customer will be billed for after hours telephone support or additional on-site support at Dinerware's then current support rates during this 30 day period.
4. Dinerware will service any Dinerware equipment according to the terms of its limited warranty or any applicable manufacturer's equipment warranty. Service for equipment not covered by warranty will be billed at Dinerware's standard service rates. Pickup and return delivery of equipment, even if under warranty, will be charged at Dinerware's then current standard pickup and delivery rates. Optionally, Customer may bring the equipment to Dinerware for repair. Dinerware must authorize the return of any equipment by issuing Customer a Return Material Authorization (RMA) number. The repaired or replaced item will be shipped to Customer, at Customer's expense, no later than thirty (30) days after receipt by Dinerware from the original equipment manufacturer or repair facility. Title to any returned Products or components will transfer to Dinerware upon receipt.
5. System modification. Customer will not relocate, materially modify or alter power to the DRS, disable, inhibit or modify any DRS security, virus, or maintenance software, alter the DRS system configuration or install any additional software or networking components, including 802.11 (WiFi), Bluetooth, or other wireless standards. Customer understands that wireless networks, and especially public access networks, pose serious network stability and security issues. Violation of this Section will void the limited warranties provided by Dinerware and may void applicable manufacturer's equipment warranties.

Customer Initial.

6. Limited Warranty.
   (a) Software. Dinerware warrants that the software substantially conforms to its published specifications. In no event does Dinerware warrant that the DRS software is error free, that the Product will operate with any software or hardware other than that provided by Dinerware or specified in the System Proposal, or that the Products will satisfy Customer's specific requirements.
   (b) Hardware. Dinerware warrants that the hardware component of any Product will, for a period of thirty days (30) from the date of shipment from Dinerware, be free from defects in material and workmanship under normal use. Any liability beyond the first 30 days will be subject to the manufacturer-issued warranty.
   LIMITATION OF REMEDY. CUSTOMER'S EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF DINERWARE UNDER THIS LIMITED WARRANTY AND ANY OTHER GUARANTEE MADE BY DINERWARE IS, AT DINERWARE'S OPTION, TO REPAIR OR REPLACE ANY PRODUCT OR COMPONENT THAT FAILS DURING THE WARRANTY PERIOD AT NO COST TO CUSTOMER.
   Limitations. The foregoing limited warranties extend only to the original Customer, and do not apply if a Product has been altered, except by Dinerware, has not been installed, operated, repaired, or maintained in accordance with Dinerware's instructions, has been subjected to abnormal physical or electrical stress, misuse, negligence or accident or has been operated outside of the environmental specifications for the Product or used in combination with equipment or software not supplied by Dinerware. Dinerware's limited software warranty does not apply to software corrections or upgrades.
   DISCLAIMER. EXCEPT FOR THE WARRANTIES SPECIFICALLY DESCRIBED HEREIN, DINERWARE DOES NOT MAKE ANY GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS, SPECIFICATIONS, SUPPORT, SERVICE OR ANYTHING ELSE. DINERWARE HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR WARRANTY OTHER THAN AS PROVIDED ABOVE. DINERWARE DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, ARISING, WITH RESPECT TO THE PRODUCTS OR SERVICES DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
   LIMITATION OF LIABILITY. THE COLLECTIVE LIABILITY OF DINERWARE AND ITS THIRD PARTY LICENSORS OR SERVICE PROVIDERS UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCTS. DINERWARE WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH ANY OF THE PRODUCTS OR OTHER GOODS OR SERVICES FURNISHED TO CUSTOMER BY DINERWARE OR ENABLED BY THE DINERWARE RESTAURANT SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Shipment and Delivery. If Products are shipped to Customer, Dinerware will ship the Products to the destination specified on the Invoice or System Proposal. Customer is responsible for all shipping and handling charges including, but not limited to, premiums for freight insurance, inspection fees, assessments, import duties, V.A.T. and similar taxes and all other costs incurred in transporting the Products to the shipping destination. Such costs will be prepaid by Dinerware and added to Customer's invoice except for import duties and taxes, which shall be paid directly by the Customer. Title to, and all risk of loss of or damage to, all Products purchased from Dinerware will pass to Customer upon delivery to the carrier. Customer will be responsible for any claims against the carrier arising from or relating to shipment.
8. Miscellaneous. Dinerware will not be liable for default under this Agreement due to delays in performance resulting from any cause beyond its reasonable control including, but not limited to, acts of God, weather, or transportation difficulties. This Agreement will be governed by the laws of the State of Washington, USA without regard to its choice of law rules. The parties hereby consent to the jurisdiction of the state and federal courts located in King County, Washington, USA. The provisions of the U.N. Convention for the International Sale of Goods will not apply. Any provisions found to be unenforceable will not affect the enforceability of the other provisions contained herein, but will instead be replaced with a provision as similar to the original as possible. This Agreement constitutes the entire agreement between the parties with regard to its subject matter. Customer may not assign this Agreement without the prior written consent of Dinerware. No modification of this Agreement will be binding unless in writing and signed by the parties.

Section II: Installation of the System

1. Installation of Equipment. Dinerware will use commercially reasonable efforts to provide and install the DRS equipment ordered in the Invoice on the Installation Date. If any DRS equipment is unavailable or defective upon installation, Dinerware may postpone the Installation Date and order replacement equipment or, in its discretion, provide temporary equipment until the equipment originally ordered becomes available.
2. Equipment location and Environment. Customer will provide a stable platform, free of dust, liquids, airborne oils and construction activity for all DRS equipment. Dinerware may delay the Installation date until the environment is deemed suitable.
3. Installation. Unless otherwise specified in Customer's Invoice, DRS equipment installation will consist of ìplace and connect,î meaning Dinerware will place the equipment in such locations as Customer directs and connect it to the Internet via the on-site network. Additional site visits to accommodate changes of or to the location or other installation requirements will be billed at Dinerware's then current standard support service hourly rates. Customer is responsible for properly setting all user-configurable elements of the system, including but not limited to, user authentication, pricing rules and tax application.

Customer Initial.

4. Credit Card Processing. Third party credit card processing software installed with the DRS is used to authorize, present, facilitate and reconcile credit card transactions against Customer's credit card merchant account. Customer agrees to supply Dinerware with all information required to configure and test Customer's credit card merchant account. Dinerware cannot ensure Customer's DRS will process credit card transactions on the installation date unless Customer provides Dinerware with this information in a timely manner. Dinerware does not support, warrant or guarantee the credit card processing services.

5. Network Existing Dinerware Install Customer Install

   Dinerware will not be responsible for DRS performance over Customer's network unless Dinerware installs the network.

Customer Initial.

6. Power Protection Accepted Declined

   Dinerware will not service Customer's DRS performance issues arising from faulty electrical power under any support services agreement unless Customer purchases Dinerware Power Protection. Faulty power supply may void, or make voidable, the limited DRS hardware warranties provided by Dinerware or the equipment manufacturer's warranty. Dinerware is not responsible for damage to Customer's DRS caused by any electrical system faults, including spikes exceeding the ordinary expected load for commercial electrical users, brownouts or other electrical service events causing electrical failure or malfunction.
7. Internet Connection. Customer is required to supply a reliable always-on broadband Internet connection for integrated credit card processing and other DRS services that rely on the Internet for communication with off-site service domains. Support services for issues related to the Internet unavailability or connection performance, including credit card processing and offsite data storage, are not covered during Dinerware's initial support period or by its standard support agreements and will be billed at Dinerware's then current standard support service hourly rates.

Agreed:

Customer

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