Terms of Service

These Terms of Service ("Terms") govern access to and use of products, software, hardware, websites, applications, support, and related services provided by DEXA POS AI LLC ("DEXA," "we," "us," or "our"). These Terms are intended for use with merchants throughout the United States. By purchasing, accessing, or using DEXA products or services, you agree to these Terms. If you accept these Terms on behalf of a business, you represent that you have authority to bind that business.

1. Scope and Order Documents

These Terms are intended to apply generally to DEXA services. A quote, order form, invoice, service agreement, merchant processing agreement, hardware warranty, or other written agreement may contain additional or different terms. If there is a conflict, the more specific written agreement will control to the extent stated in that agreement and permitted by law.

2. DEXA Services

DEXA provides point-of-sale software, compatible hardware solutions, and related business technology services primarily for restaurant and hospitality operations. Depending on the products, services, configuration, and integrations selected, DEXA may support functions such as:

• Point-of-sale and order management
• Payment-related integrations and terminal connectivity
• Kitchen display and order routing
• Menu, inventory, staff, and operational management
• Reporting and analytics
• Online ordering, loyalty, and customer engagement
• SMS or email communications where supported and enabled
• Third-party integrations, onboarding, and technical support

Not every feature is available to every merchant. Functionality may depend on the merchant account, subscription, hardware, processor, location, third-party services, network environment, and other configuration requirements. DEXA may add, modify, replace, or discontinue individual features from time to time. Services may also vary by jurisdiction and are subject to applicable federal, state, and local law.

3. Orders, Pricing, and Billing

Pricing for hardware, software, subscriptions, optional services, shipping, installation, configuration, or other charges will be stated in the applicable quote, order form, invoice, or other written documentation. Merchants are responsible for reviewing and approving applicable pricing before purchase. Taxes and third-party fees may apply where applicable.

Certain DEXA services may be billed on a recurring basis. Billing frequency, cancellation requirements, minimum commitments, if any, and other subscription terms will be stated in the applicable order documentation or account terms. The merchant is responsible for maintaining a valid payment method. DEXA may suspend paid services for overdue or declined amounts where permitted by the applicable agreement and law.

4. Merchant Responsibilities

Merchants are responsible for their own business operations and for using DEXA in compliance with applicable law. Merchant responsibilities include:

• Providing accurate account, business, billing, and contact information
• Protecting usernames, passwords, PINs, and administrative credentials
• Limiting access to authorized personnel and managing user permissions
• Maintaining suitable internet, network, electrical, and operating conditions
• Reviewing and approving menu, pricing, tax, fee, discount, and operational settings
• Reviewing transactions, settlements, reports, and account activity
• Maintaining legally required customer notices, disclosures, consents, and policies
• Supervising employees and other authorized users of the system

5. Payment Processing

DEXA may connect with third-party payment processors, acquiring institutions, gateways, payment terminals, or related providers. Payment processing may be subject to separate agreements. Processing rates, transaction fees, chargebacks, funding, reserves, card-network rules, PCI obligations, underwriting, and related matters are governed by the applicable processor or financial institution unless DEXA expressly agrees otherwise in writing.

DEXA does not guarantee processor approval, transaction authorization, funding availability, settlement timing, or uninterrupted operation of third-party payment services.

6. Third-Party Services and Integrations

DEXA may connect with or make available third-party products and services, such as payment processing, delivery, accounting, loyalty, messaging, hardware, telecommunications, or other technology services. Third parties may impose their own terms, fees, privacy practices, eligibility requirements, and service limitations. DEXA is not responsible for acts, omissions, outages, changes, or failures caused solely by an independent third party outside DEXA's reasonable control.

7. SMS and Email Communications

Certain DEXA services or supported integrations may support SMS, email, or similar electronic communications. Availability and functionality vary by subscription, configuration, integration, location, and third-party provider. Nothing in these Terms guarantees a particular messaging feature, delivery rate, audience size, automation, campaign type, or third-party messaging service.

7.1 Communications from DEXA to Merchants

DEXA may use contact information provided by merchants and their authorized representatives to send communications about accounts, billing, security, support, service updates, product information, educational content, promotions, offers, and other business-related communications. Where required by applicable law, DEXA will obtain any required consent or provide any required notice before sending marketing communications. Recipients may opt out of promotional email or SMS communications using the unsubscribe or opt-out method provided. Opting out of promotional communications will not prevent DEXA from sending non-promotional account, billing, security, transactional, legal, or support communications reasonably necessary to provide or administer the services.

7.2 Merchant Communications to Customers

Where supported and enabled, merchants may use DEXA services or supported third-party integrations to communicate with their own customers by SMS, email, or similar electronic channels. The merchant controls and is responsible for the content, recipients, timing, purpose, and legality of communications it initiates. Merchants must comply with applicable marketing, telecommunications, privacy, and consumer-protection laws and with applicable carrier, email-provider, and third-party platform rules.

7.3 Consent, Identification, and Opt-Outs

Where consent, notice, or another lawful basis is required, the merchant is responsible for obtaining and maintaining it before sending communications. Merchants must accurately identify themselves where required, provide legally required disclosures, honor applicable unsubscribe and opt-out requests, and use customer contact information only as permitted by applicable federal, state, and local law. Purchasing goods or services from a merchant does not, by itself, authorize every form of promotional communication.

7.4 SMS

For marketing text messages, merchants must comply with applicable federal and state requirements concerning consent, sender identification, message content, frequency, time-of-day restrictions, do-not-contact requests, and opt-outs. Where supported and legally applicable, recognized opt-out requests such as STOP should be honored. Merchants are responsible for determining which rules apply to their campaigns and recipients.

7.5 Email

Commercial email must comply with applicable federal and state requirements regarding sender information, subject lines, advertising disclosures, valid postal address information where required, and unsubscribe mechanisms. Merchants must promptly honor valid unsubscribe requests and may not use deceptive sender information, misleading subject lines, unlawfully obtained contact lists, or mechanisms designed to evade opt-out requirements.

7.6 Transactional and Service Communications

Some messages may be transactional, operational, account-related, or service-related rather than promotional, such as receipts, order notifications, security notices, support messages, or account updates. The legal treatment of a message depends on its content and applicable law. Merchants are responsible for ensuring that promotional content is not added in a manner that changes the nature of a communication without any required consent or disclosures.

7.7 Messaging Providers and Delivery

Messaging may rely on independent carriers, email providers, telecommunications providers, or other vendors. Delivery is not guaranteed. Messages may be delayed, filtered, blocked, rejected, or affected by provider rules, recipient devices, network conditions, spam controls, or legal requirements. DEXA may limit or suspend messaging activity that reasonably appears unlawful, fraudulent, abusive, deceptive, unauthorized, or harmful to DEXA, a merchant, a recipient, or a communications provider.

8. Acceptable Use

You may not use DEXA products or services to violate law, commit fraud, infringe intellectual-property rights, distribute malicious code, gain unauthorized access, circumvent security controls, interfere with system operation, send unlawful or deceptive communications, or use another person's data without authorization. DEXA may restrict or suspend use where reasonably necessary to protect the service, users, third parties, or legal compliance.

9. Software License and Intellectual Property

DEXA and its licensors retain ownership of DEXA software, documentation, trademarks, interfaces, designs, and related intellectual property. Subject to payment and compliance with applicable terms, DEXA grants the merchant a limited, non-exclusive, non-transferable right to use the applicable software for the merchant's internal business operations during the applicable service period. No ownership interest is transferred unless expressly stated in writing.

10. Merchant Data and Privacy

DEXA may process merchant, employee, customer, transaction, device, and related information as necessary to provide, support, secure, maintain, and improve the services; comply with law; and perform other activities described in the Privacy Policy or applicable agreements. Merchants remain responsible for their own customer-facing privacy disclosures and for obtaining consents required for their business practices.

11. Service Availability and Changes

DEXA uses commercially reasonable efforts to operate and support its services, but technology services may experience maintenance, interruptions, delays, errors, compatibility issues, or outages. Service availability may be affected by internet connections, power, hardware, processors, payment networks, third-party integrations, carriers, or other circumstances outside DEXA's reasonable control. DEXA does not guarantee uninterrupted or error-free service unless a separate written service-level commitment expressly states otherwise.

12. Suspension and Termination

DEXA may suspend or restrict access where reasonably necessary because of nonpayment, suspected fraud, security concerns, unlawful use, a material breach of applicable terms, third-party requirements, or legal obligations. When appropriate and legally permitted, DEXA may provide notice and an opportunity to address the issue.

13. Warranty Disclaimer

Except for warranties expressly provided in a written warranty or other agreement, and to the fullest extent permitted by law, DEXA products and services are provided on an "as is" and "as available" basis. DEXA disclaims implied warranties to the extent permitted by law, including merchantability, fitness for a particular purpose, and non-infringement. DEXA does not warrant that every service will be uninterrupted, error-free, compatible with every device or third-party service, or suitable for requirements not disclosed and agreed to in writing.

14. Limitation of Liability

To the fullest extent permitted by law, DEXA will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, business interruption, loss of goodwill, or loss of data. Except where prohibited by law or otherwise stated in a signed agreement, DEXA's aggregate liability arising from the affected products or services will not exceed the amounts paid to DEXA for those affected products or services during the twelve months preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot legally be limited or excluded.

15. Indemnification

To the extent permitted by law, the merchant agrees to defend, indemnify, and hold harmless DEXA POS AI LLC and its officers, employees, affiliates, and service providers from third-party claims, losses, liabilities, damages, costs, and expenses arising from the merchant's unlawful use of the services, violation of these Terms, merchant communications or content, failure to obtain legally required consent, infringement of third-party rights, or the merchant's own products, services, employees, or business operations.

16. Force Majeure

DEXA is not responsible for delay or failure caused by circumstances outside its reasonable control, including natural disasters, severe weather, power or internet failures, telecommunications outages, labor disruptions, transportation problems, supply shortages, governmental actions, cyber incidents affecting third parties, or payment-network or third-party service interruptions.

17. Governing Law

These Terms are intended to apply throughout the United States. Unless a separate written agreement provides otherwise, these Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles. This choice of law does not waive any rights, remedies, disclosures, venue protections, or other requirements that cannot lawfully be waived under applicable federal, state, or local law.

18. Changes to These Terms

DEXA may update these Terms from time to time. The current version will be posted with an updated effective date. Where required by law or an applicable agreement, DEXA will provide additional notice of material changes.