1. Scope and Acceptance
This Agreement governs Merchant's access to and use of the Services ordered under an Order. The Services are software and may include, without limitation: (a) tablet point-of-sale applications and web applications used by Merchant's staff and guests; (b) an online ordering site; (c) an admin portal and an employee portal; (d) reporting on sales and operations; and (e) related restaurant-management features. This Agreement incorporates by reference the Privacy Policy and Terms of Service. In the event of a conflict for business customers, this Agreement controls.
2. License to Use the Services
Subject to this Agreement, ServePointgrants Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to permit its authorized staff to access and use the Services solely for Merchant's internal business operations. The Services are licensed, not sold. Merchant acquires no rights in the Services except as expressly granted, and all rights not expressly granted are reserved by ServePoint.
3. Accounts and Security
Merchant is responsible for maintaining the security and control of its accounts, credentials, premises, network, and devices, and is responsible for all activity under its account, whether or not authorized. Merchant will promptly notify ServePoint of any suspected unauthorized access and will cooperate to prevent further unauthorized activity.
4. Subscriptions, Fees, and Billing
Merchant will pay all fees set forth in each Order. Except as expressly provided, fees are non-cancelable and non-refundable. Unless otherwise stated, subscriptions renew automatically, and either party may elect not to renew with advance written notice before the end of the then-current term. ServePoint may change fees effective at renewal, or on prior notice as described in the applicable Order. Fees are exclusive of taxes, and Merchant is responsible for all applicable taxes other than taxes on ServePoint's net income. Undisputed past-due amounts may accrue late charges and may result in suspension, as permitted by law. ServePointdoes not remit sales or other transaction taxes on Merchant's behalf; Merchant is solely responsible for determining, collecting, and remitting its own taxes.
5. Payment Processing
Card payments accepted through the Services are processed and settled by a third-party payment processor (Stripe, through Stripe Connect), not by ServePoint. ServePointis a software provider and is not a bank, money transmitter, card network, payment processor, or the merchant of record for card funds, and does not hold, settle, or disburse card funds. Merchant's acceptance of card payments, and the settlement, timing, reserves, chargebacks, and disbursement of those funds, are governed by Merchant's separate agreement with the payment processor and its financial-institution partners. ServePointdoes not offer any proprietary payment card, stored-value wallet, lending, capital, or merchant-financing product. Any tax reporting associated with card processing (for example, information returns) is the responsibility of the payment processor to the extent required by law, not ServePoint.
6. Optional Payroll Integration
ServePointdoes not operate its own payroll, benefits administration, or tax-filing service. Where Merchant chooses to enable payroll, it is provided through a third-party integration with Gusto and is governed by Gusto's own terms and privacy practices. Merchant is responsible for its relationship with, and obligations to, the payroll provider, and for the accuracy of information it submits.
7. Customer-Provided Hardware
ServePointdoes not sell, lease, finance, or manufacture hardware, and provides no hardware warranty, return, or replacement program. Merchant supplies its own compatible third-party devices — such as tablets, receipt printers, card readers, and cash drawers — connected via Bluetooth, USB, or network. Merchant is solely responsible for acquiring, configuring, maintaining, securing, and supporting its hardware and network connectivity, and for all related costs. Third-party hardware is covered only by the applicable manufacturer's own warranty and support, if any. ServePoint does not warrant that the Services will be compatible with every device or carrier.
8. Data Ownership and Roles
As between the parties, Merchant owns its Merchant Data and Customer Data. Merchant grants ServePoint a non-exclusive, royalty-free, worldwide license to host, use, copy, modify (as needed for operation), display, and transmit such data solely to provide, secure, support, and improve the Services. For guest and staff information processed through the platform, Merchant is the controller (or business) and ServePointacts as a processor (or service provider) on Merchant's behalf and under its instructions. Merchant is responsible for the accuracy and legality of its data and for obtaining any consents needed for its collection and use. ServePoint may create aggregated or de-identified data that does not identify Merchant, any guest, or any individual, and may use it for any lawful purpose.
9. Acceptable Use and Restrictions
Merchant will not, and will not permit others to:
- reverse engineer, decompile, or attempt to derive the source code of the Services;
- modify, translate, or create derivative works based on the Services;
- resell, sublicense, rent, lease, or provide the Services as a service bureau;
- use the Services to build a competing product or to scrape or extract data improperly;
- remove proprietary notices, or conduct unauthorized penetration or vulnerability testing;
- use the Services for any unlawful, fraudulent, or prohibited activity;
- send communications to guests except in compliance with applicable law and valid consent requirements, and not add or alter a guest's contact details or consent on the guest's behalf except at the guest's request.
Merchant represents that each transaction it submits reflects a bona fide sale, that it will fulfill its obligations to guests and resolve guest disputes directly, and that its use of the Services complies with applicable law.
10. Confidentiality
Each party may receive confidential information of the other. The receiving party will protect it with reasonable care, use it only to perform under this Agreement, and not disclose it except to representatives with a need to know who are bound by confidentiality, or as required by law. These obligations do not apply to information that is public through no fault of the receiving party, already known to it, rightfully received from a third party, or independently developed.
11. Data Privacy and Security
Personal information of Merchant, its staff, and its guests will be processed as part of the Services in accordance with the Privacy Policy. Each party will maintain appropriate technical, organizational, and administrative safeguards for information within its control. If a party becomes aware of a security incident affecting personal information it controls, it will promptly notify the other and cooperate as reasonably necessary. To the extent an incident is attributable to Merchant's acts or omissions, Merchant is responsible for the resulting costs and its own legal obligations.
12. AI Features
The Services may include features that use machine-learning or generative AI. AI outputs are probabilistic and may be inaccurate, incomplete, or outdated. Merchant is responsible for human review before relying on AI-assisted outputs for legal, payroll, tax, accounting, food safety, pricing, HR, compliance, or other high-impact decisions.
13. Intellectual Property
As between the parties, ServePoint (and its licensors) retains all rights, title, and interest in and to the Services and all related intellectual property, including all updates and improvements. Merchant grants ServePointa limited license to use Merchant's name and marks to identify Merchant as a customer; each party otherwise retains its own marks. Any feedback Merchant provides may be used by ServePoint without restriction or obligation.
14. Warranties and Disclaimers
Each party represents that it has the authority to enter into this Agreement. ServePointwill use commercially reasonable efforts to provide the Services materially in accordance with its documentation. Except as expressly stated, and to the fullest extent permitted by law, the Services are provided on an “as is” and “as available” basis, and ServePoint disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, and does not warrant that the Services will be uninterrupted, error-free, or secure.
15. Limitation of Liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or business interruption. Except for liabilities that cannot be limited by law, ServePoint's aggregate liability under this Agreement is limited to the fees actually paid by Merchant to ServePoint in the twelve (12) months immediately preceding the event giving rise to the claim.
16. Indemnification
Merchant will indemnify, defend, and hold harmless ServePointand its affiliates, directors, officers, employees, and agents from and against third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to Merchant's use of the Services, Merchant Data or Customer Data, Merchant's breach of this Agreement, or Merchant's violation of applicable law or third-party rights, except to the extent caused by ServePoint's gross negligence or willful misconduct.
17. Term, Termination, and Suspension
This Agreement begins on the effective date of the Order and continues for the term stated in the Order, renewing as described there unless either party gives timely notice of non-renewal. Either party may terminate for material breach that remains uncured after written notice. ServePointmay suspend or terminate for non-payment, suspected fraud or abuse, or as required by law or by the payment processor. On termination, Merchant's right to use the Services ends; on request within a reasonable period, and where Merchant cannot otherwise access it, ServePoint will make reasonable efforts to allow Merchant to retrieve a copy of its data, after which ServePoint may delete it. Provisions that by their nature should survive termination will survive.
18. Dispute Resolution and Arbitration
The parties will first attempt to resolve any dispute informally. Except where prohibited by law, and except for requests for injunctive relief, any dispute arising out of or relating to this Agreement will be resolved by confidential, final, and binding individual arbitration before a single arbitrator. Merchant and ServePoint each waive the right to a jury trial and to participate in a class or representative action. Either party may seek temporary injunctive relief in court to protect its rights pending arbitration. Any claim must be brought within one year after the cause of action accrues, to the extent permitted by law.
19. Governing Law
This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules. The Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods do not apply.
20. General Provisions
ServePoint may update this Agreement on reasonable notice, and continued use after the effective date constitutes acceptance. If any provision is held unenforceable, the remaining provisions remain in effect. No waiver is effective unless in writing. Merchant may not assign this Agreement without ServePoint's prior written consent; ServePoint may assign it in connection with a merger, acquisition, or asset transfer. Neither party is liable for delays caused by events beyond its reasonable control. Electronic signatures and acceptances are valid and binding. This Agreement, together with any Order and incorporated policies, is the entire agreement between the parties on this subject and supersedes prior or contemporaneous agreements. No agency, partnership, or joint venture is created by this Agreement.
21. Definitions
- “Order” means an order form, plan selection, or online sign-up specifying the Services, fees, and term.
- “Services” means the ServePoint software, applications, admin portal, online ordering site, employee portal, websites, APIs, and related features.
- “Merchant Data” means data Merchant submits or generates through the Services, such as business details, menus, staff information, and reports, excluding Customer Data.
- “Customer Data”means data about Merchant's guests collected through the Services, such as contact details, order history, and transaction details.
- “Payment Processor” means the third-party provider (Stripe) that processes and settles card payments.
- “Term”means the period of Merchant's subscription as stated in the Order, including renewals.
22. Contact
Questions about this Agreement can be sent to info@servepoint.me.