THIS AGREEMENT is made by and between Vendsy, Inc. (“Vendsy”) a Delaware Corporation with a principal place of business located at 7495 Brickell Avenue, Unit #905, Miami FL 33131 and (“Licensee”) collectively referred to as the “Parties.”

The Licensee agrees to be provided with the TRAY Software as a Service Vendsy agrees to provide the Service to the Licensee on the terms and conditions of this simplified Agreement. Licensee agrees to the standard TRAY Software as a Service terms, TRAY Privacy Policy available and Vendsy Mutual Non-Disclosure Agreement available on the TRAY website.

·       TRAY is online software. It may experience connectivity issues, equipment failures or planned outages. While these are rare, Vendsy is not liable for any such failures or for any resulting loss of business whatsoever and doesn’t guarantee service availability, but will do its best to provide notices and remedy such situations.

·       While operating the TRAY software on location, pricing, availability, age verification per applicable laws, marketing materials and user instruction, staff training, internet connectivity, working condition of the hardware and knowing what to do if the TRAY service becomes unavailable are the responsibility of Licensee. Vendsy will provide training materials and marketing templates as needed.

·       The TRAY service and all its software components including visual interfaces, computer code, marketing and other materials are the property of Vendsy, Inc. and are protected by Copyright and Trademark laws. Information entered into the TRAY service such as menus, recipes, user data, etc. are the property of the Licensee. Vendsy retains ownership of all data maintained at Vendsy’s servers and reserves the right to use the data for other purposes subject to the privacy policy.

·       United States and State of California law govern this agreement. If any terms are deemed unenforceable they don’t affect the remainder of the agreement. Failure to act on rights doesn’t waive such rights. The agreement is non-transferable without mutual consent. This and referenced documents are the entire agreement. Parties are exempted from obligations in case of force majeure. Termination doesn’t affect accrued rights or liabilities of parties.

Licensee agrees to pay the following fees associated with the TRAY service:

1)    Installation & Hardware fees are payable upon signing this agreement. Licensee is responsible for any wiring, physical modification, electrical wiring and network equipment and configuration required for installation. This includes availability of dedicated Internet bandwidth (5-10 Mbps) for TRAY and adequate Wi-Fi signal strength. Vendsy is responsible for delivering the configured equipment. Shipping fees apply.

2)    Monthly subscription fees are payable at the beginning of each month of service. They include software updates, hosting fees, data storage fees, bandwidth fees, online portal access and other fees required for the operation of the Service.

3)    Yearly fees are payable at the beginning of each year of service. Additional calls beyond those included are billed separately per call. On-site support visits are billed separately per visit, and separately by hour.

4)    Transaction fees are payable at the end of each month of services. They are applicable for customer-facing kiosk and customer app orders.

There are two ways to process credits cards with the TRAY system depending on who the user is:

1.    Customer facing: using Vendsy’s processor, in which case bank statements will be from “TRAY.” Vendsy collects transaction fees and ACH’s balances in Licensee’s bank account the next business day.

2.    Staff facing: using Licensee’s processor, in which case bank statements will be from Licensee. Licensee needs to setup retail and/or e-commerce gateway accounts with to connect TRAY to their processor and is responsible for any gateway fees. Vendsy can also facilitate agreements for Licensee with partner processors for which gateway fees are waived.

Licensee hereby authorizes Vendsy to initiate credit/debit entries to its Business Checking Account at the depository financial institution named below per the terms of this agreement and, if necessary, initiate adjustments for any transactions credited/debited in error.  Licensee agrees to confirm identification of the account at the time of the initial credit entry to such account and to notify Vendsy immediately if an incorrect entry is posted to the account.

Licensee acknowledges and agrees that it is bound by, and that the origination of ACH transactions to its account must comply with, applicable provisions of U.S. law, and the National Automated Clearing House Association Operating Rules and Operating Guidelines.  Licensee certifies that all funds credited to the account are funds of the Licensee and that the account shall not be used for funds belonging to any third party.