Merchant Agreement

Last updated: February 15, 2025

This Merchant Agreement (“Agreement”) is between GomezTek (“we,” “us,” “our”) and the business or person that signs up for or uses our MesaOS restaurant system (“Merchant,” “you,” “your”). By signing an order form, clicking acceptance, or using MesaOS, you agree to this Agreement, our Terms of Service, and our Privacy Policy, each as applicable. If you are accepting on behalf of a business, you represent that you have authority to bind that business. If you do not agree, do not use MesaOS.

1. Scope

This Agreement applies to your access to and use of MesaOS (software, hardware if any, support, and related services) that we make available to you under an order form or sign-up process (“Order”). MesaOS may include point-of-sale, order management, reporting, and other features we describe from time to time. Additional terms (e.g. payment processing, integrations) may apply and will be provided or linked where relevant.

2. License and use

Subject to your compliance with this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to use MesaOS solely for your internal business operations during the term. The license is for your Employees to access and use MesaOS on your behalf. You may not: (a) reverse engineer, decompile, or attempt to derive source code from MesaOS; (b) rent, lease, sell, sublicense, or transfer MesaOS to a third party; (c) use MesaOS to build a competing product or service; or (d) remove any proprietary notices. You are responsible for your Employees’ use of MesaOS and for keeping account credentials secure. You must notify us promptly of any unauthorized access.

3. Fees and payment

You will pay all fees set forth in your Order. Fees may include subscription, hardware, support, or other charges. Unless otherwise stated in the Order, fees are billed in advance (e.g. monthly or annually) and are non-refundable. You must provide valid payment information and keep it current. We may change fees upon reasonable notice (e.g. 30 days) for renewal terms or for new services; continued use after the effective date of a fee change constitutes acceptance. Late payments may bear interest at the rate of 1.5% per month (or the maximum permitted by law) and we may suspend access until payment is received. All amounts are in U.S. dollars unless otherwise agreed; you are responsible for any applicable taxes.

4. Term and termination

The term begins on the date your Order is accepted and continues for the initial period stated in the Order (e.g. monthly or annual), then renews for successive periods unless either party gives written notice of non-renewal before the end of the current period. We may terminate or suspend your access (a) for breach of this Agreement, (b) for non-payment, (c) if we discontinue MesaOS or your plan, or (d) for any reason with notice as required by your Order or, if none, 30 days’ notice. You may terminate by ceasing use and giving us written notice; no refund will be due for pre-paid periods. Upon termination, your right to use MesaOS ends. We may retain your data for a reasonable period and, upon request where technically feasible, provide an export. Sections that by their nature should survive (e.g. fees owed, intellectual property, limitation of liability, indemnification) will survive termination.

5. Data and privacy

You own your business data and content that you or your Employees input into MesaOS (“Merchant Data”). You grant us a non-exclusive license to use, store, and process Merchant Data to provide and improve MesaOS and as described in our Privacy Policy. You are responsible for the accuracy and legality of Merchant Data and for having appropriate rights and consents (including from your customers and Employees) for us to process it. We will handle personal data in accordance with our Privacy Policy and applicable law. We may create anonymized or aggregated data from usage and Merchant Data; we own and may use that data for our business purposes. We will not sell your Merchant Data to third parties.

6. Confidentiality

Each party will keep the other’s confidential information (including pricing, technical information, and non-public business information) confidential and use it only to perform under this Agreement. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction. We may disclose your confidential information to our service providers under confidentiality obligations. We may also disclose as required by law, provided we give you reasonable notice if permitted.

7. Compliance

You will use MesaOS only for lawful purposes and in compliance with applicable laws and regulations (including data protection, consumer protection, and industry rules). You are solely responsible for your compliance. You will not use MesaOS for fraudulent transactions or to process prohibited or restricted items in violation of law or our policies. We may suspend or terminate access if we reasonably believe you have violated this section.

8. Disclaimers

MesaOS is provided “as is” and “as available.” We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that MesaOS will be uninterrupted, error-free, or secure. We are not liable for the actions of your Employees, your customers, or third-party integrations you use with MesaOS.

9. Limitation of liability

To the maximum extent permitted by law, GomezTek and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of data, profits, or business opportunity) arising from or related to this Agreement or MesaOS. Our total liability for any claims arising from or related to this Agreement or MesaOS shall not exceed the greater of (a) the fees you paid us in the twelve (12) months preceding the claim, or (b) five hundred U.S. dollars ($500). Some jurisdictions do not allow limitation of liability; in such jurisdictions, our liability is limited to the greatest extent permitted by law.

10. Indemnification

You agree to indemnify and hold harmless GomezTek and its affiliates from and against any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from (a) your or your Employees’ use of MesaOS, (b) your Merchant Data or your customers’ data, (c) your violation of this Agreement or any law, or (d) any dispute between you and your customers or Employees. We will notify you of any claim and may assume defense of any matter subject to indemnification at our option.

11. General

This Agreement, together with the Terms of Service, Privacy Policy, and any Order, constitutes the entire agreement between you and us regarding MesaOS. We may modify this Agreement from time to time; we will post the updated version and update the “Last updated” date. Material changes may be communicated by email or through MesaOS. Continued use after the effective date constitutes acceptance. If you do not agree, you must terminate as set forth in Section 4. This Agreement is governed by the laws of the State of California, United States. Any dispute shall be resolved in the state or federal courts in California, and you consent to personal jurisdiction there. You may not assign this Agreement without our prior written consent; we may assign in connection with a merger, acquisition, or sale of assets. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any right does not waive that right.

12. Contact

Questions about this Agreement: [email protected] or (562) 270-6101.