#1 POS and Store Management Solution for Dispensaries

TERMS and CONDITIONS

TechPOS is a collaborative POS system between leading dispensaries and expert POS developers.

WHEREAS TechPOS is in the business of providing point of sale software, as well as other business, communication, and inventory management services, and the Client wishes to retain TechPOS for some or all of those services.

TERMS OF AGREEMENT 

  1. The following words have the following definitions:
  • Data” includes all forms of information, of any kind, entered, scanned into, collected or detected by the System and may include information that is capable of identifying an certain individual (i.e. personal information).
  • Fees” means the fees payable by the Client to TechPOS for the Services as further set out in Schedule “A” and fees do not include taxes, unless explicated stated otherwise.
  • Hardware” means the equipment and parts set out in Schedule “A” and any related equipment used to run the System.
  • “Intellectual Property” means all systems, applications, software code (in any form, including source code, executable or object code), original works of authorship, algorithms, tool-kits, technology, widgets, formulae, programs, concepts, work-arounds, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.
  • “Intellectual Property Rights” means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property.
  • Services” means those services to be provided by TechPOS to the Client as selected and described in this Agreement and Schedule “A”.
  • “Start Date” means the commencement date of the Term.
  • System” means all software used to effect the point-of-sale software and other Intellectual Property, for use by the Client pursuant to this Agreement for the Services.
  1. Services. TechPOS will provide the following Services to the Client, in accordance with this Agreement, but only if such Services are explicitly marked as accepted as set out in Schedule “A”:
  • Software Service. If this service is selected on Schedule “A”, TechPOS will provide its point-of-sale software, and supporting and related software, on a software-as-a-service basis to the Client in accordance with this Agreement.
  • eCommerce Package. If this service is selected on Schedule “A”, TechPOS will provide its eCommerce software and hosting solutions, on a software-as-a-service basis to the Client in accordance with this Agreement.
  • Mobile App Package. If this service is selected on Schedule “A”, TechPOS will provide its eCommerce software and hosting solutions, on a software-as-a-service basis to the Client in accordance with this Agreement. For this service all end users are required to agree to our end user license agreement and privacy policy prior to use of the application.
  • Purchase of Hardware. If this service is selected on Schedule “A”, the Client will purchase from TechPOS the hardware, at the price, as set out in Schedule “A” in accordance with this Agreement.
  • Set-up + Implementation. If this service is selected on Schedule “A”, TechPOS will set-up and implement the System to mutually agreed upon specifications, and at the price, as set out in Schedule “A” and in accordance with this Agreement.
  • System Training + Support If this service is selected on Schedule “A”, TechPOS will provide the Client with training and support for the System at the rates set out on Schedule “A”. Such training and support may be offered in person or remotely.  TechPOS will use commercially reasonable efforts to answer questions and resolve any problems related to the System at a time and on a date selected by TechPOS, and TechPOS no way guarantees the resolution of any issues.
  • Marketing and Communication Management. TechPOS will provide any marketing and communication services, at the rates, as agreed to in writing by the parties as set out in Schedule “A” and in accordance with this Agreement.
  1. Declined Services. TechPOS will not provide any services, products, or equipment, to the Client that are not explicitly marked as accepted as set out in Schedule “A”.
  1. The Client will pay to TechPOS the Fee amounts set out on Schedule “A”, plus applicable taxes, for the Services. The Fees are due 30 days after the issuance of each invoice. All outstanding amounts on will incur interest at a rate of 10% per year, calculated monthly (or if such interest rate is not permitted by applicable law, then the maximum interest rate permitted by applicable law), until such time as they are paid in full.
  1. Changes to Fee. TechPOS may provide the Client with written notice of an increase to the Fee, effective 60 days after the Client’s receipt of such notice. Upon the Client’s receipt of such notice, the Client must either: (i) accept the Fee increase; or (ii) terminate this Agreement by giving TechPOS at least 30 days’ written notice effective on the date the Fee would have been increased. If the Client does not elect to terminate this Agreement, the Client is deemed to accept the Fee increase.
  1. Term and Renewal. The term of this Agreement with respect to the Software Service, eCommerce Package, and Mobile App Package is 12 months, commencing on the Start Date (the “Term”). Each Term will automatically renew for an additional 12 months, unless one Party gives the other Party written notice to terminate the Agreement no less than two calendar months before the expiry of such Term.  In the event of termination by either Party under this section, the Client will be  immediately required to pay all outstanding Fees and return or delete the System and all TechPOS’ Confidential Information at the direction and option of TechPOS.
  1. Limited License. TechPOS grants to the Client a non-exclusive, non-transferable, royalty-free license, without the right to sub license, to use the System internally for its intended purpose (the “License”). All Intellectual Property contained in the System or made available or disclosed to the Client, as part of the Services or otherwise (collectively, “TechPOS Intellectual Property”), and all Intellectual Property Rights in TechPOS Intellectual Property are and will remain the sole and exclusive property of TechPOS and, except for the License, the Client is granted no right, title, or interest in TechPOS Intellectual Property. The Client will not alter, reverse engineer, decompile, or disassemble the System (or any Intellectual Property thereof). The Client will not manufacture, copy, sublicense, distribute, replicate, transfer or otherwise dispose of any copies of the System. Nothing contained in this Agreement shall give Client any ownership interest, or title to, any part of the System, source code, and the related documentation. The License will immediately terminate upon expiration or termination of this Agreement and the Client will not longer have any rights to any TechPOS Intellectual Property.
  1. Intellectual Property. All Intellectual Property contained in the System or made available or disclosed to the Client, as part of the Services or otherwise (collectively, “TechPOS Intellectual Property”), and all Intellectual Property Rights in TechPOS Intellectual Property are and will remain the sole and exclusive property of TechPOS and, except for the License, the Client is granted no right, title, or interest in TechPOS Intellectual Property.  Any Intellectual Property created or developed by TechPOS in the provision of the Services to the Client is the sole and exclusive property of TechPOS and the Client assigns all its right and title therein to TechPOS without compensation, and the Client waives all other property rights accordingly. 
  1. Software Updates. TechPOS may, in its sole discretion, update or alter the System from time to time without notice or compensation to the Client. If directed by TechPOS, the Client must install specific updates or patches as soon as reasonably possible after such direction. TechPOS reserves the right to not provide any support or charge the Client additional fees if the Client does not install a System update or patch as directed. 
  1. Failure or Malfunction. The Client must notify TechPOS immediately upon any System failure or apparent malfunction. The Client will allow TechPOS unrestricted and free access to any hardware and devices using the System to attempt to correct any failures. The Client must provide all necessary Data, as determined by TechPOS, at no charge to TechPOS. TechPOS does not guarantee that a specific issue can be remedied. 
  1. Appointment Implementation. If selected, the Client is entitled to a one-time installation and implementation of the Hardware or System, as the case may be, at the Client’s principal place of business. The Client must book this appointment with TechPOS and give at least 48 hours notice. TechPOS may reschedule such appointment at their sole discretion without compensation to the Client. 
  1. After Implementation. After implementation of the System, as determined by TechPOS, the Client represents and warrants that: (i) any hardware used in conjunction with the System is in good working; and (ii) the System has been satisfactorily programmed to Client’s specifications.
  1. If selected, the Client will inform TechPOS of any issues that may affect the installation or implementation of the Hardware, such as wires, electrical boxes, hazards or other issues. TechPOS is not obligated to restore the relevant premises following the installation or implantation of any hardware or System.
  1. Legality. The Client represents and warrants that their business operations, and use of the System, will at all times comply with all federal, provincial, and municipal laws, regulations, and by-laws. TechPOS may change or terminate any Services to comply with any law.
  1. Risk Understanding of Client. The Client understands and agrees that:
  • the Services include the collection, transmission, storage, copying, review, disclosure, rendering, processing, and receiving of Data;
  • the System may be subject to interruption due to communication system latency, or any other factors such as technological issues or human error (an “Interruption”). TechPOS is not obligated to inform the Client in the event of an Interruption nor is TechPOS liable for any losses or damages as a result of such Interruption;
  • the System involves a network, such as the internet, which contains inherent risks such as hacking, interception, unsecure or unencrypted networks or transmissions, as well as Data being subject to laws or searches from multiple jurisdictions;
  • TechPOS is not obligated to back-up the System nor any of the Client’s Data;
  • it will take reasonable steps to ensure that all Client personnel participating in the implementation of the System are knowledgeable about the fundamentals of the Services being provided;
  • it will provide TechPOS with access to the Client’s systems, data, and documentation, as may reasonably be required by TechPOS to facilitate the provision of the Services;
  • the performance of the System is conditioned on the Client providing, at its sole cost and expense a continuously available and secure network; and
  • it will be responsible for the content of any database, the selection and implementation of controls on access and use, backup and recovery, and security of stored Data, including implementing any procedures necessary to safeguard the integrity and security of System and Data in the provision of the Services;
  1. Data Requirements. The Client will:
  • inform TechPOS of any change to any technology, service, hardware, or system that may affect the System;
  • provide and pay for all electricity (or other power), network/internet connection, lighting, ventilation, and other necessities in order to adequately operate and use the System for the Services, as solely determined by TechPOS, at the Client’s sole cost;
  • instruct all persons who may use the System of any limitations set forth in this Agreement or otherwise;
  • take all steps necessary to inform, and obtain consent from, any persons whose personal information may be collected by the System of such collection, storage and possible disclosure;
  • not permit the use or retention of any Data containing personal information where the subject of such Data may have a reasonable expectation of privacy; and
  • obtain and keep in effect all consents, permits, or licenses necessary for the installation and operation of the System.
  1. Consent to Record. The Client grants all consents necessary for lawful collection, retention, and disclosure of Data, including the consent of the Client’s customers, guests, employees, agents, family, friends, contractors, representatives, and invitees, as the case may be.
  1. Confidential Information. For the purposes of this Agreement, “Confidential Information” means any information that is disclosed by one Party (the “Disclosing Party”) to the other party (the “Receiving Party”) in the course of TechPOS providing the Services to the Client and that a reasonable person would consider to be confidential in the circumstances.  Confidential Information includes, but is not limited to, the parties’ business information, customer information, trade secrets, the terms of this Agreement, and personal information of the Parties’ employees, contractors and customers. Confidential Information does not include any information that is disclosed by one party to another party if that information: (a) is at the time of disclosure in the possession of the Receiving Party and was obtained without an obligation of confidence; (b) is independently developed by the Receiving Party without any use of or reference to the Confidential Information; (c) is or becomes publicly available without breach of any obligation of confidence; (d) is acquired by the Receiving Party from a third party who provided the information without breaking any express or implied obligations or duties to the Disclosing Party; or (e) is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party’s prior written consent.  Each of TechPOS and the Client agree with the other that it will:
  • take all reasonable steps to maintain the confidentiality of the other party’s Confidential Information;
  • not copy the Confidential Information except as may reasonably be required by TechPOS in the provision of the Services, or as authorized by this Agreement;
  • not use the Confidential Information on its own behalf;
  • safeguard all documents containing Confidential Information against theft, damage or access by unauthorized persons;
  • use the same degree of care with respect to the Confidential Information as it employs with respect to its own proprietary or confidential information of like importance; and
  • except as required by law or a valid court order, and subject to the Receiving Party informing the Disclosing Party of such legal requirement, the Receiving Party will only disclose such Confidential Information to those employees or agents who need to know in order to perform their obligations under this Agreement. The Receiving Party will ensure that those people who need to know the Confidential Information agree to maintain the confidentiality of such Confidential Information on terms no less stringent than the terms of these confidentiality provisions.
  1. LIMITATION ON LIABILITY. TECHPOS AND ITS DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES AND AGENTS  (COLLECTIVELY THE “COVERED PARTIES”) ARE NOT LIABLE FOR ANY LOSS OF OR DAMAGE IN ANY WAY RELATED TO THE SYSTEM.  THE COVERED PARTIES ARE NOT LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR GOOD WILL, WORK STOPPAGE, DEDUCTIBLE, LOSS OF INFORMATION OR DATA, OR LOSS OF REVENUE OR PROFIT, RESULTING FROM THE USE OR MISUSE OF THE SYSTEM, THE PROVISION OF THE SERVICES, OMISSION TO PROVIDE THE SERVICES, OR ANY OTHER LOSS, INJURY, OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR SYSTEM (INCLUDING BY THIRD PARTIES), REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE.  EVEN IF ANY OF THE COVERED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, THE COVERED PARTIES AGGREGATE AND TOTAL LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED $1,000.00.
  1. NO WARRANTY. The Client acknowledges that TechPOS is not the manufacturer of the Equipment and that TechPOS makes no representations or warranties to anyone, express, implied or statutory (including warranties of merchantability, condition, design, operation, marketability, quality or fitness for any use or purpose) as to any aspect of the System. If any Equipment does not operate as represented by the manufacturer, the Client will make any such claim solely against the manufacturer and the Client waives any such equipment-related claim against TechPOS.  No representation or warranty by the manufacturer is binding on TechPOS nor shall the Client hold TechPOS responsible for breach of such warranty.
  1. Data Sharing. In the event TechPOS shares or discloses any information or Data with a third party, for any reason, then the Client releases and indemnifies the Covered Parties of and from any liability, damages, or expenses, resulting or related to the sharing or disclosure of such information or Data, including but not limited to, the violation of privacy laws and the impairment of the System.
  1. TechPOS may, in its sole and absolute discretion, subcontract any third party for any aspect of the Services and in such event this Agreement shall be interpreted so that “TechPOS” also means such subcontractor.
  1. Other Agreements. The Client represents and warrants that the execution of this Agreement does not breach or violate any other agreement of which the Client is a party.
  1. Disclosure of Relationship. Unless otherwise expressly set out, TechPOS may use the name, logo, and identifying description of the Client in its list of customers and TechPOS may generally make known the relationship between TechPOS and the Client, provided that TechPOS does not otherwise disclose any Confidential Information.  In the event the Client has brand guidelines and notifies TechPOS of those brand guidelines, TechPOS will only use the Client’s name and logo in accordance with the Client’s brand guidelines.
  1. Non-Solicitation of Employees. During the term of this Agreement, and for a period of twelve (12) months after completion of the Services thereunder, neither party will, without the prior written consent of the other party, directly or indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity, approach, solicit or attempt to solicit the employment of any employee of the other party who has been employed by the other party at any time on or after the Start Date. For greater certainty, an employee of a party responding to a general advertisement for an employment position shall not, in and of itself, constitute a breach of this section.  In the event of a breach of this section, the breaching party acknowledges and agrees that monetary damages may not be an adequate remedy to compensate for such breach and accordingly that, in addition to any and all other remedies available under this Agreement or at law or in equity, the non-breaching party shall be entitled to seek relief by way of a temporary or permanent injunction to enforce such obligations.
  1. Survival of Terms. The limitations and terms contained in parts 7, 8, 17, 18, 19, 20, 21, 24, 25, and 26 survive termination or expiry of this Agreement.
  1. Force Majeure. Neither party shall be liable for any failure to comply with its obligations under this Agreement (other than any obligation to pay Fees) if the failure to comply is caused by or results from conditions or causes beyond its reasonable control including, but not limited to: shortage of water, power, facilities, materials and supplies, breakdowns in or the loss of production, acts of God, war, terrorism, mobilization, strikes, lockouts, labour controversies, riots, fire, flood, explosion, governmental controls or regulations, embargoes, wrecks of delays in transportation, labour disputes, civil insurrection, civil or military authority, inability to obtain necessary labour, materials of manufacturing faculties due to such causes or delays of subcontractors or supplies of each party in furnishing materials or supplies due to one or more of the foregoing causes. In an event of a force majeure, each party shall be allowed a reasonable period of time to fulfill the obligations under this Agreement having regard to the applicable circumstances.
  1. General
    • Gender, Plural and Singular. In this Agreement, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa and modifications to the provisions of this Agreement may be made accordingly as the context requires.
    • No alteration or amendment to this Agreement shall take effect unless it is in writing duly executed by each of the Parties.
    • Proper Law of Agreement. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and Canada and the Parties agree to the exclusive jurisdiction of British Columbia.
    • The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision and any such invalid or unenforceable provision shall be deemed to be severable.
    • Time of the Essence. Time shall be of the essence of this Agreement.
    • Any notice, payment, or other communication required or permitted to be given or served pursuant to this Agreement will be in writing and will be delivered personally or forwarded by registered mail to the party concerned at the address specified on page one of this Agreement, or to any other address as may from time to time be notified in writing by any of the parties. Any notice, payment or other communication will be deemed to have been given on the day delivered, if delivered by hand, and within four Business Days following the date of posting, if mailed. Notice may be given by email if agreed to in writing by the parties, and in such a case, notice will be deemed to be given on the day such email was sent.
    • Parties to Take Further Steps. Each party will take all necessary actions to comply with the intent and provisions of this Agreement.
    • Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all previous communications, representations and agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement.
    • This Agreement shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
    • This Agreement may be signed in counterparts, each of which so signed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.  This Agreement may be executed and delivered by facsimile or electronic mail and such will constitute valid execution and delivery.
    • Nothing herein contained will be construed as, or have the effect of, constituting the relationship of employee and employer, or principal and agent (except as expressly set out herein), between the Parties.
    • Assignment. The Client may not assign the benefits, obligations or liabilities under or in respect of this Agreement without the prior written consent of TechPOS, not to be unreasonably withheld. TechPOS may assign the obligations and liabilities regarding this Agreement, in part or in whole, without the prior written consent of the Client.
    • The headings used in the Agreement are for convenience and reference only and shall not affect the construction or interpretation of this Agreement.