Pedestal Business Suite — Merchant Software License & Subscription Agreement

Provider: Pedestal Studios Inc., a Delaware corporation (registered to do business in Florida) ("Pedestal")
Product: Pedestal Business Suite, including Pedestal POS (the "Service")
Effective Date: October 19, 2026
Version: 1.0

Key Terms at a Glance

This summary is provided for convenience only. The numbered Sections below control.

1. Agreement Structure and Acceptance

1.1 Parties and scope

This Merchant Software License & Subscription Agreement (the "Agreement") is between Pedestal and the business identified in the Order Form or in the account registration (the "Merchant"). It is the "master agreement" referenced in the Pedestal Service Level Agreement for merchants that contract with Pedestal directly. It governs Merchant's access to and use of the Service.

1.2 Documents that make up the Agreement

The Agreement consists of the following documents, each of which is incorporated by reference:

1. this Agreement;
2. each Order Form;
3. the Pedestal Service Level Agreement, currently at https://pedestalpos.com/sla (the "SLA");
4. the Pedestal Privacy Policy, currently at https://pedestalpos.com/privacy (the "Privacy Policy");
5. any Data Processing Addendum the parties sign or that Pedestal makes available for Merchant's acceptance (the "DPA"); and
6. any statement of work for custom or professional services (an "SOW").

The Pedestal Terms of Service at https://pedestalpos.com/terms continue to govern use of Pedestal's public websites. For the Service, this Agreement is the signed or accepted merchant agreement that those Terms of Service say will control.

1.3 Order of precedence

If documents conflict, the following order applies, from highest to lowest: (a) a provision of an Order Form or SOW that expressly identifies the Section of this Agreement it changes; (b) this Agreement; (c) the DPA, for the processing of personal information; (d) the SLA; (e) the Privacy Policy; (f) the Documentation; and (g) the Terms of Service. This Agreement expressly defers to the SLA on Availability measurement, support response targets, and Service Credits. No Order Form, SOW, or other document may add a minimum term, a multi-month or multi-year renewal, or an early termination fee for Software Fees. Any such provision has no effect.

1.4 How the Agreement is accepted

Merchant accepts the Agreement when the earliest of the following occurs: (a) an authorized representative signs an Order Form that references the Agreement; (b) an authorized representative selects an "I agree" or similar box presented during sign-up, onboarding, or go-live; or (c) Merchant uses the Service in production after it is activated. The individual who accepts confirms that they are authorized to bind Merchant. Electronic signatures and click-acceptance are as binding as a handwritten signature.

1.5 Go-live acceptance

Before live processing, Pedestal may ask Merchant to complete and sign off on a go-live checklist. Signing off confirms that Merchant has reviewed its configuration and run test transactions as described in Section 4. It does not waive any warranty in Section 14.

2. Definitions

• "Activation Date" — the date Pedestal first makes the Service available for Merchant's production use, as recorded in Merchant's account.
• "Apps" — the Pedestal POS, Customer Facing Display ("CFD"), Kitchen Display ("KDS"), and Manager applications for iOS and Android, and any successor applications Pedestal provides as part of the Service.
• "Authorized Dealer" — an independent sales organization, reseller, or dealer authorized by Pedestal to market, provision, or support the Service.
• "Authorized User" — an owner, employee, contractor, or agent of Merchant who has been given credentials or a PIN to use the Service.
• "Back Office" — the web-based administration portal for the Service, provided on Merchant's dedicated subdomain (for example, businessname.pedestalpos.com).
• "Billed in Arrears" / "in arrears" — a billing method where Pedestal invoices the Software Fees for a Service Month after that Service Month has ended. Each invoice therefore covers service already delivered, not service to come. Merchant never pays Software Fees in advance.
• "Consumer" — a customer or guest of Merchant.
• "Consumer Data" — information about Consumers that is collected, entered, or stored through the Service, such as names, contact details, order history, loyalty status, gift card and house-account balances, and age-verification status.
• "Data Export Window" — the period described in Section 10.3.
• "Documentation" — Pedestal's then-current user guides, help-center articles, setup guides, and technical specifications for the Service.
• "Hardware" — terminals, tablets, displays, printers, cash drawers, scanners, scales, network equipment, and other physical devices, whether supplied by Pedestal, an Authorized Dealer, a Processor, or a third party.
• "Location" — a physical or virtual business location of Merchant identified in the Order Form or set up in Merchant's account.
• "Merchant Data" — all data that Merchant or its Authorized Users submit to, or generate through, the Service, including product catalogs, menus, prices, tax settings, inventory records, employee and schedule records, sales and transaction records, reports, uploaded content, and Consumer Data. Merchant Data does not include Usage Data.
• "Offline Mode" — the capability of supported Stations to continue recording certain transactions locally when they cannot reach Pedestal's hosted systems, and to sync those transactions once connectivity returns.
• "Order Form" — an ordering document, online sign-up flow, or account plan selection, accepted by Pedestal, that identifies the Service modules, Locations, Stations, Software Fees, and other commercial details for Merchant.
• "Processor" — a third-party payment processor, acquiring bank, payment facilitator, or gateway (for example, Dejavoo, NMI, Stripe, or WorldPay) that provides payment services to Merchant.
• "Processor Agreement" — Merchant's separate agreement with a Processor.
• "Service" — the Pedestal Business Suite as described in the Order Form, which may include the Apps, Back Office, online ordering, reporting, inventory, gift card, loyalty, scheduling, and integration features, together with hosting, updates, and support.
• "Service Month" — each calendar month, or partial calendar month, during which the Service is available to Merchant.
• "Software Fees" — the recurring subscription fees for the Service stated in the Order Form. Software Fees do not include Processor fees, Hardware charges, or one-time professional service fees.
• "Station" — a device registered to Merchant's account on which an App is installed and activated.
• "Termination Date" — the date on which termination of this Agreement takes effect under Section 9 or 10.
• "Usage Data" — technical and operational data about how the Service performs and is used (such as logs, error reports, device and app version information, and feature usage metrics) that does not identify Merchant, its Authorized Users, or Consumers once aggregated or de-identified.

3. License Grant and Restrictions

3.1 License

Subject to this Agreement, Pedestal grants Merchant, for the duration of the Agreement, a non-exclusive, non-transferable, non-sublicensable, limited right to: (a) access and use the Service for the internal operation of Merchant's business at its Locations; (b) install and run the Apps on Stations registered to Merchant's account; and (c) permit Authorized Users to do the same on Merchant's behalf. Merchant may also make the online ordering and Consumer-facing features available to its Consumers for the purpose of buying from Merchant.

3.2 Restrictions

Merchant will not, and will not permit any Authorized User or third party to:

1. copy, modify, translate, or create derivative works of the Service, except for configuration the Service is designed to allow;
2. decompile, disassemble, or reverse engineer any part of the Service, or attempt to obtain its source code, except where applicable law expressly permits it despite this restriction;
3. sell, rent, lease, sublicense, or otherwise make the Service available to anyone other than Merchant's Authorized Users and Consumers, or operate it as a service bureau for other businesses;
4. access or attempt to access another merchant's environment or data, or test, probe, or circumvent the Service's tenant isolation, authentication, or permission controls;
5. run automated scraping, load, penetration, or vulnerability testing against the Service without Pedestal's prior written approval;
6. remove or obscure any proprietary or attribution notices in the Service;
7. use the Service, or information about it, to build or benchmark a competing product; or
8. use the Service in breach of the Acceptable Use rules in Section 18.

3.3 App store terms

The Apps are distributed through the Apple App Store and Google Play. Merchant's download and use of the Apps is also subject to the applicable app store terms. Those terms do not expand Pedestal's obligations, and app store review, availability, or policy changes are third-party events for purposes of the SLA.

3.4 Accounts and credentials

Merchant is responsible for: (a) assigning roles and permissions to Authorized Users appropriately; (b) keeping passwords, PINs, and device access secure; (c) promptly removing access for people who should no longer have it; and (d) all activity under its account, whether by Authorized Users, Authorized Dealers acting at Merchant's request, or anyone using credentials or Stations under Merchant's control. Merchant will notify Pedestal at support@pedestalpos.com without undue delay after learning of any unauthorized access.

3.5 Reserved rights

Pedestal grants no rights other than those expressly stated in this Agreement.

4. Merchant Configuration and Operational Responsibility

4.1 Merchant controls its configuration

The Service is a tool that Merchant configures. Merchant is solely responsible for the accuracy, legality, and completeness of its settings and content, including:

• products, menus, modifiers, prices, pricebooks, discounts, promotions, and coupons;
• sales, use, excise, beverage, and other tax rates, tax categories, tax-inclusive pricing, and exemptions;
• tips, gratuities, auto-gratuities, service charges, and how tips are pooled, distributed, or paid out to employees;
• tenders, house accounts, refunds, voids, and cash handling;
• age-restricted item rules and age-verification prompts;
• employee records, roles, wages, schedules, and timekeeping settings;
• receipt content, printers, labels, and customer-facing display content; and
• inventory counts, units of measure, and costing.

Pedestal does not provide tax, legal, accounting, labor, or payment-compliance advice. Default settings, templates, or suggestions offered by Pedestal or an Authorized Dealer are a starting point only, and Merchant must confirm that they are correct for its business and jurisdictions.

4.2 Dual pricing and cash discount programs

If Merchant enables a dual pricing, cash discount, surcharge, or similar pricing program, Merchant is solely responsible for ensuring that the program complies with applicable federal, state, and local law, card network rules, and its Processor Agreement, including any required signage, receipt disclosures, caps, and registration or notice obligations. Pedestal provides the configuration capability only and does not determine whether a program is lawful in a given location.

4.3 Testing and go-live

Before processing live transactions, and after any material configuration change, Merchant will run and keep records of reasonable test transactions and review the results. Merchant will tell Pedestal promptly about any error it identifies in transaction amounts, taxes, tips, or reports.

4.4 Merchant's records

Merchant remains responsible for keeping the business, tax, and employment records the law requires it to keep. Merchant should export and retain copies of its key reports regularly, in addition to relying on Pedestal's backups.

5. Payments and Processors

5.1 Pedestal is a software provider

Pedestal provides software and integrations. Pedestal is not a bank, acquirer, payment processor, payment facilitator, money transmitter, lender, or custodian of Merchant's funds, and it does not settle, hold, or disburse card funds.

5.2 Separate Processor Agreement

Card and other electronic payment services are provided by a Processor under a Processor Agreement between Merchant and that Processor. Processing rates, transaction fees, chargebacks, reserves, holds, settlement timing, deposits, and underwriting decisions are governed solely by the Processor Agreement. This Agreement does not set, change, or guarantee any of them. Pedestal is not a party to the Processor Agreement unless Pedestal signs it separately.

5.3 Supported integrations

The Service integrates with the Processors and gateways listed in the Documentation, which may change over time. Pedestal will give Merchant at least 60 days' notice before discontinuing an integration Merchant is actively using, unless the Processor ends support sooner or the change is required for security or legal reasons.

5.4 PCI DSS responsibility

Responsibility for the Payment Card Industry Data Security Standard ("PCI DSS") is shared as follows:

Pedestal maintains PCI DSS-aligned controls for the parts of the Service it operates and does not store full card numbers; cardholder data is handled by the Processor. Pedestal will provide reasonable information about its role on request to help Merchant complete its own PCI DSS validation.

5.5 Processor actions

Pedestal is not responsible for a Processor's decisions, outages, fees, or funding delays, or for any losses that result from them. If a Processor stops supporting Merchant, Merchant's subscription to the Service continues unless Merchant cancels under Section 9.

6. Fees, Billing in Arrears, and Taxes

6.1 Software Fees

Merchant will pay the Software Fees stated in the Order Form. Pedestal does not charge Software Fees beyond those stated in the Order Form or later accepted by Merchant in writing or in the Back Office.

6.2 Billing in arrears

Software Fees are billed monthly, in arrears. This means:

1. Merchant uses the Service during a Service Month first, and pays for that Service Month afterward.
2. On the first business day of each month, Pedestal will issue an invoice for the Software Fees for the Service Month that has just ended.
3. Fees for the Service Month in which the Activation Date falls will be prorated by the number of days the Service was available.
4. Fees for the Service Month in which the Termination Date falls will be prorated by the number of days through the Termination Date and included in the final invoice.
5. Changes Merchant makes during a Service Month (for example, adding or removing a Location, Station, or module) are reflected on the invoice for that Service Month, prorated by day.
6. Pedestal does not require deposits or advance payment of Software Fees.

6.3 Other charges

Usage-based charges listed in the Order Form (if any) are also billed in arrears for the Service Month in which they accrue. One-time charges for onboarding, data migration, custom development, or other professional services are invoiced as stated in the applicable Order Form or SOW. Hardware is invoiced under Section 7.

6.4 Payment method and due date

Invoices are due within 15 days after the invoice date. Merchant authorizes Pedestal and its billing provider to debit the bank account Merchant keeps on file via ACH for each invoice when it is due. Software Fees must be paid by ACH bank debit only; Pedestal does not accept credit cards for Software Fees. Merchant will keep that bank account authorized and current.

6.5 Billing disputes

If Merchant believes an invoice is wrong, Merchant should notify Pedestal at support@pedestalpos.com within 30 days after the invoice date and explain the issue. The parties will work in good faith to resolve the dispute promptly. Merchant must pay the undisputed portion on time. Pedestal will not suspend the Service, or charge late interest, on an amount that is the subject of a good-faith dispute raised under this Section while the dispute is being resolved.

6.6 Late payment

Amounts not paid when due (other than disputed amounts) may accrue a late charge of 1.5% per month or the highest rate allowed by law, whichever is lower, from the due date until paid. Before charging any late amount, Pedestal will send Merchant a reminder and allow at least 10 days to pay. Merchant will also reimburse Pedestal's reasonable costs of collecting overdue undisputed amounts, excluding attorneys' fees unless awarded by a court.

6.7 Taxes

Software Fees and other charges do not include sales, use, value-added, goods and services, digital services, or similar taxes. Merchant will pay any such taxes that apply to its purchases under this Agreement, unless it provides a valid exemption certificate. Each party is responsible for taxes on its own income, property, and employees. For clarity, Merchant alone is responsible for calculating, collecting, reporting, and remitting taxes on its own sales to Consumers.

6.8 Price changes

Pedestal may change Software Fees by giving Merchant at least 30 days' written notice. A price change will take effect only at the start of a Service Month that begins after the notice period ends, and will never apply to a Service Month that has already started. Because the Agreement is month-to-month, Merchant may cancel under Section 9.3 before the change takes effect and will not pay the changed price for any period. A price that Pedestal has agreed in an Order Form to hold for a stated period will not change during that period.

7. Hardware

7.1 Separate terms

Hardware is sold or leased separately from the Service, under separate hardware purchase terms, a lease or financing agreement, or the terms of the Authorized Dealer, Processor, or other vendor that supplies it. Those terms, not this Agreement, govern price, title, risk of loss, shipping, returns, warranty, and lease or financing payments.

7.2 No effect on the subscription

Hardware purchase, lease, or financing obligations do not extend the term of this Agreement, create a minimum software commitment, or prevent Merchant from cancelling the Service under Section 9. Cancelling the Service does not by itself cancel a Hardware lease or financing agreement, which continues under its own terms.

7.3 Compatibility

The Service is designed to run on the devices, operating system versions, and peripherals listed in the Documentation. Pedestal may update that list as devices and operating systems change and will give reasonable advance notice when it will stop supporting a device model Merchant is actively using. Pedestal is not responsible for problems caused by unsupported or modified devices, outdated operating systems, or Merchant's network.

8. Offline Mode

8.1 What Offline Mode does

Supported Stations can keep recording certain transactions when they lose connection to Pedestal's hosted systems. Those transactions are stored locally on the Station and synced when the connection returns. Not all features work in Offline Mode. The Documentation describes which features are available.

8.2 Merchant responsibilities in Offline Mode

While any Station is in Offline Mode, Merchant is responsible for:

1. Payment risk. Card payments taken in any offline, deferred, or store-and-forward manner may be declined when they are later submitted to the Processor. Merchant decides whether to accept offline card payments, and any limits on them, and bears the risk of declines, chargebacks, and losses on those payments, subject to its Processor Agreement.
2. Preserving unsynced data. Merchant will not uninstall the App, clear its data, factory-reset, replace, or log out of a Station that has transactions that have not yet synced. Unsynced data that is lost because of these actions, or because of loss, theft, or damage to the Station, may not be recoverable.
3. Device security. Offline transaction data is held on the device until sync. Merchant will keep Stations physically secure and protected by device-level passcodes.
4. Restoring connectivity. Merchant will restore connectivity as soon as practical and confirm that the queued transactions have synced.
5. Reconciling. Merchant will review sales, tips, and tenders recorded in Offline Mode after sync, and report any discrepancies to Pedestal promptly.

8.3 SLA treatment

Consistent with the SLA, periods when a Station continues to operate in Offline Mode are not counted as Downtime, to the extent the Station remains operational.

9. Term, Month-to-Month Subscription, and Cancellation

9.1 Month-to-month term

This Agreement starts on the Effective Date and continues month to month. Each Service Month renews automatically for one additional month only, until the Agreement is terminated as described in this Section 9 or Section 10.

9.2 No long-term commitment

There is no initial term, no minimum term, no multi-month or multi-year auto-renewal, and no early termination fee, cancellation penalty, or liquidated damages for ending the Software subscription. Merchant is never required to pay Software Fees for any period after its Termination Date.

9.3 Cancellation by Merchant

Merchant may cancel this Agreement, or remove individual Locations, Stations, or modules, at any time for any reason, by giving Pedestal at least 30 days' written notice. Notice may be given by written notice to support@pedestalpos.com or through the cancellation option in the Back Office if available. The Termination Date will be the later of: (a) the date 30 days after Pedestal receives the notice; or (b) any later date Merchant specifies in the notice. Pedestal will confirm receipt of a cancellation notice in writing within 2 business days.

9.4 Termination by Pedestal for convenience

Pedestal may end this Agreement for any reason by giving Merchant at least 60 days' written notice. If it does, the Data Export Window in Section 10.3 applies in full.

9.5 Termination for cause

Either party may terminate this Agreement by written notice if:

1. the other party materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice describing it; for non-payment of undisputed amounts the cure period is 15 days; or
2. the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of bankruptcy, receivership, or similar proceedings that are not dismissed within 60 days.

Pedestal may also terminate on written notice if continuing to provide the Service to Merchant would violate applicable law or a binding order of a government authority.

10. Suspension and Effect of Termination

10.1 Suspension

Pedestal may suspend all or part of Merchant's access to the Service if:

1. an undisputed amount is more than 15 days past due and Pedestal has given at least 10 days' written notice of the planned suspension;
2. Pedestal reasonably believes that Merchant's account or Stations are being used in a way that threatens the security, integrity, or availability of the Service or other merchants' data;
3. Merchant is using the Service in breach of Section 3.2 or Section 18; or
4. suspension is required by law, a government authority, or an app store or Processor rule that applies to the Service.

Pedestal will limit a suspension to what is reasonably necessary, give notice before suspending where reasonably possible (and promptly afterward where it is not), and restore access promptly once the cause is resolved. A suspension does not delete Merchant Data. During a suspension for non-payment, Pedestal will continue to allow Merchant to export its Merchant Data on request through read-only Back Office access or an export Pedestal provides. Software Fees do not accrue for any period of suspension that is not caused by Merchant.

10.2 What happens on the Termination Date

On the Termination Date:

1. Merchant's license to use the Service ends, and Authorized Users may no longer use the Apps or Back Office for live operations, except for the read-only access described in Section 10.3;
2. Pedestal will issue a final invoice, in arrears, for Software Fees accrued from the start of the last Service Month through the Termination Date (prorated as described in Section 6.2), together with any unpaid amounts from earlier invoices. No other Software Fees, termination charges, or penalties apply;
3. if Merchant terminates because of Pedestal's uncured material breach, Pedestal will not charge Software Fees for the period during which the breach materially affected the Service; and
4. each party will return or destroy the other party's Confidential Information as described in Section 17, subject to Section 10.4.

10.3 Data Export Window

For 30 days after the Termination Date (the "Data Export Window"), Pedestal will keep Merchant Data available and give Merchant's account owner read-only access to the Back Office so that Merchant can export its data. During the Data Export Window:

1. Merchant may export its product catalog, menus, Consumer Data, transaction history, sales and tax reports, inventory, employee and schedule records, and outstanding gift card and house-account balances, in CSV;
2. standard self-service exports are provided at no additional charge;
3. if Merchant asks for assistance with an export, or for a non-standard format, Pedestal will provide reasonable help at no charge for up to 2 hours, and thereafter at the rates in the Order Form or an SOW;
4. no Software Fees accrue for read-only access during the Data Export Window; and
5. if the Agreement was terminated because of Merchant's breach, Pedestal may require all undisputed amounts to be paid before it provides assisted exports, but it will still allow standard self-service exports.

The Data Export Window does not apply where the law or a government order prohibits Pedestal from giving Merchant access to the data.

10.4 Deletion

After the Data Export Window ends, Pedestal will deactivate Merchant's subdomain and Stations and, consistent with the Privacy Policy, may archive Merchant Data. Pedestal will then delete Merchant Data from its active production systems within 90 days after the end of the Data Export Window, and Merchant Data in backups will be overwritten or deleted on Pedestal's normal backup cycle within 35 days. Until deletion, any archived or backup data remains subject to Section 11 and Section 17. Merchant may ask in writing for earlier deletion. Pedestal will confirm deletion in writing on request. Pedestal may keep: (a) billing, invoice, and account records it needs for its own tax, accounting, and legal purposes; (b) data it is required by law, a Processor, or a pending dispute to keep, for as long as that requirement lasts; and (c) Usage Data and de-identified or aggregated data under Section 11.5.

10.5 Data on Merchant's devices

Merchant is responsible for removing Pedestal Apps and any locally stored data from its Stations after the Termination Date, and for securely wiping devices that it sells, returns, or disposes of.

10.6 Gift cards and stored value

Termination does not change Merchant's obligations to Consumers who hold gift cards, house-account balances, or loyalty rewards issued by Merchant. Merchant should export outstanding balances during the Data Export Window so that it can continue to honor them.

10.7 Survival

Sections 2, 3.2, 6 (for amounts accrued before the Termination Date), 10, 11, 15, 16, 17, 20, and 21, and any other provision that by its nature should continue, survive termination.

11. Data Ownership, Privacy, and Security

11.1 Merchant owns Merchant Data

As between the parties, Merchant owns all Merchant Data. Pedestal does not sell Merchant Data or Consumer Data.

11.2 Pedestal's permitted use

Merchant gives Pedestal a non-exclusive, worldwide, royalty-free right, for the duration of the Agreement and the period described in Section 10.4, to host, copy, process, transmit, and display Merchant Data only as needed to: (a) provide, secure, maintain, support, and troubleshoot the Service for Merchant; (b) carry out Merchant's instructions, including sending data to integrations Merchant enables; (c) comply with law; and (d) create Usage Data and de-identified or aggregated data under Section 11.5. Pedestal will not use Merchant Data to market to Merchant's Consumers.

11.3 Roles for Consumer Data

For Consumer Data, Merchant is the business or controller and Pedestal is its service provider or processor, as described in the Privacy Policy. Pedestal will process Consumer Data only on Merchant's behalf and under Merchant's documented instructions, which include this Agreement and Merchant's configuration of the Service. Where the law requires a separate data processing agreement, the parties will use the DPA. Merchant is responsible for giving Consumers any required notices, obtaining any required consents (including for marketing emails and text messages), and responding to Consumer privacy requests. Pedestal will provide reasonable help with those requests.

11.4 Security

Pedestal will maintain reasonable administrative, technical, and physical safeguards designed to protect Merchant Data, including:

• multi-tenant isolation using database row-level security so that each merchant's data is logically separated, together with a dedicated subdomain for each merchant;
• encryption of data in transit and encryption at rest provided by Pedestal's hosting infrastructure;
• role-based access controls, PIN-based Station login, and least-privilege access for Pedestal personnel;
• logging and monitoring of sensitive operations; and
• regular backups, as described in the SLA.

The Service is hosted with third-party infrastructure providers, currently including Supabase and Vercel, and uses other sub-processors listed in the Privacy Policy or on request at privacy@pedestalpos.com. Pedestal is responsible for its sub-processors' performance of the obligations in this Section. Pedestal will give notice of new sub-processors that handle Consumer Data as described in the Privacy Policy or the DPA.

11.5 Usage Data and de-identified data

Pedestal may collect Usage Data and may create data that is de-identified or aggregated so that it does not identify Merchant, any Location, any Authorized User, or any Consumer. Pedestal may use that data to operate, secure, and improve its products and to produce industry benchmarks. Pedestal will not attempt to re-identify such data.

11.6 Security incidents

If Pedestal confirms unauthorized access to, or disclosure of, Merchant Data in systems Pedestal controls, Pedestal will notify Merchant without undue delay and no later than 72 hours after confirmation, give Merchant the information it reasonably needs to meet its own legal obligations, and take reasonable steps to contain and remediate the incident. If the incident was caused by Merchant's credentials, devices, or network, Merchant will bear its own costs of responding.

11.7 Data portability during the Agreement

Merchant may export its Merchant Data at any time while the Agreement is in effect using the export tools in the Back Office, not only after termination.

11.8 Restricted data

Merchant will not use the Service to store full payment card numbers, CVV codes, government ID numbers, bank account numbers, or health information (except where a feature is expressly designed for a limited version of that data, such as age-verification status). Pedestal has not agreed to process protected health information under HIPAA.

12. Gift Cards and Gift Card Migration

12.1 Merchant's program

Merchant is the issuer of any gift cards, stored-value, and loyalty programs it runs through the Service. Merchant is responsible for the program's terms, Consumer disclosures, expiration and fee rules, unclaimed property (escheat) obligations, and accounting for outstanding balances.

12.2 Migration

If Merchant asks Pedestal to migrate gift card balances, loyalty balances, Consumer records, or other data from another system, Pedestal will use commercially reasonable efforts to import the data Merchant (or its prior provider) supplies. Merchant is responsible for the accuracy and completeness of the source data, for obtaining any permission it needs to transfer that data, and for reviewing and approving the imported balances before go-live. Pedestal is not responsible for balance errors that exist in the source data. Migration fees, if any, are set in the Order Form or an SOW.

13. Service Levels, Support, and Updates

13.1 SLA

The SLA is part of this Agreement. It sets the Availability Target, support channels, severity levels and response targets, Excluded Downtime, maintenance notice, and Service Credits. As the SLA provides, Service Credits are Merchant's sole and exclusive remedy for failing to meet the Availability Target. Service Credits are applied to the next invoice, which, because Software Fees are billed in arrears, will be the invoice for the Service Month that follows the month in which the credit was approved.

13.2 Support

Pedestal will provide support as described in the SLA, including by email at support@pedestalpos.com. If Merchant was provisioned by an Authorized Dealer, that dealer may provide first-line support and will escalate to Pedestal as needed.

13.3 Onboarding and professional services

Onboarding, menu or product import, hardware configuration, training, data migration, custom reports, integrations, and other professional services are provided as described in the Order Form or an SOW. Timelines depend on Merchant providing accurate information, access, and approvals when needed. Requests outside the agreed scope require a written change approved by Pedestal before work begins, and may involve additional fees stated in that change.

13.4 Updates and changes to the Service

Pedestal may update the Service from time to time, including to add features, improve security, or respond to changes by app stores, Processors, or hosting providers. Pedestal will not make a change that materially reduces the core point-of-sale functionality Merchant is using during a Service Month without at least 30 days' notice. If such a change materially harms Merchant, Merchant may cancel by notice to Pedestal before the change takes effect, with a Termination Date of Merchant's choosing that is no more than 30 days after its notice, and without the notice period in Section 9.3.

13.5 Beta features

Pedestal may offer features labeled beta, preview, or early access. They are optional, may change or be withdrawn at any time, are excluded from the SLA, and are provided without the warranty in Section 14.2.

14. Warranties and Disclaimers

14.1 Mutual warranties

Each party warrants that it has the authority to enter into this Agreement and that it will comply with the laws that apply to its performance under it.

14.2 Pedestal's limited warranty

Pedestal warrants that: (a) the Service will perform materially as described in the Documentation; (b) Pedestal will provide the Service and support in a professional and workmanlike manner; and (c) Pedestal will use industry-standard measures designed to prevent the Apps, as delivered by Pedestal, from containing viruses or other malicious code. If Merchant reports a breach of this warranty, Pedestal will use commercially reasonable efforts to correct the non-conformity or provide a reasonable workaround. If Pedestal cannot do so within 30 days after the report, Merchant may terminate the affected module or this Agreement on written notice without the notice period in Section 9.3. Pedestal will not charge Software Fees for the affected module for the period during which it materially failed to conform. These are Merchant's exclusive remedies for breach of this warranty, in addition to any Service Credits under the SLA.

14.3 Merchant's warranties

Merchant warrants that: (a) it has all rights and consents needed to provide Merchant Data to Pedestal and to have it processed under this Agreement; (b) it will use the Service in compliance with applicable law; and (c) the business information it provides to Pedestal is accurate.

14.4 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR THE SLA, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEDESTAL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL CALCULATE TAXES, TIPS, OR PRICES CORRECTLY FOR MERCHANT'S JURISDICTION REGARDLESS OF MERCHANT'S CONFIGURATION. PEDESTAL MAKES NO WARRANTY ABOUT THIRD-PARTY SERVICES, PROCESSORS, OR HARDWARE.

15. Limitation of Liability

15.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF IT WAS TOLD THAT SUCH DAMAGES WERE POSSIBLE.

15.2 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE SOFTWARE FEES PAID AND PAYABLE BY MERCHANT TO PEDESTAL UNDER THIS AGREEMENT FOR THE twelve (12) MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO LIABILITY; OR (B) US $1,000. If Merchant has used the Service for fewer than twelve (12) months, clause (A) is calculated using the average monthly Software Fees for the months Merchant has used the Service, multiplied by twelve (12). Software Fees do not include Processor fees or Hardware charges.

15.3 Exceptions

The exclusions and cap in Sections 15.1 and 15.2 do not apply to: (a) Merchant's obligation to pay amounts owed under this Agreement; (b) a party's defense and indemnity obligations under Section 16; (c) a party's breach of Section 17 (Confidentiality), other than a security incident covered by Section 15.4; (d) Merchant's breach of Section 3.2 or Section 18; or (e) a party's gross negligence, fraud, or willful misconduct.

15.4 Data security incidents

For claims arising from a breach of Pedestal's security obligations in Section 11, Pedestal's total aggregate liability will not exceed two (2) times the amount in Section 15.2.

15.5 Allocation of risk

The parties agree that these limits reflect a reasonable allocation of risk for a month-to-month subscription billed in arrears, and that they apply even if a limited remedy fails of its essential purpose.

16. Indemnification

16.1 By Pedestal

Pedestal will defend Merchant against any third-party claim alleging that the Service, as provided by Pedestal and used according to this Agreement, infringes or misappropriates that third party's United States patent, copyright, trademark, or trade secret, and will pay the damages, costs, and settlement amounts finally awarded or agreed by Pedestal for that claim. If the Service is, or Pedestal believes it may be, subject to such a claim, Pedestal may at its option obtain the right for Merchant to keep using it, modify it so that it no longer infringes without material loss of functionality, or end Merchant's access to the affected part and stop charging for it. Pedestal has no obligation for claims arising from Merchant Data, Merchant's modifications, combinations with items not provided by Pedestal, third-party services, Hardware, or use in breach of this Agreement.

16.2 By Merchant

Merchant will defend Pedestal and its officers, directors, employees, and agents against any third-party claim, including a claim or fine from a government authority or card network, arising from: (a) Merchant Data, including a claim that Merchant lacked the right to collect or provide it; (b) the goods and services Merchant sells and its dealings with Consumers, including refunds and disputes; (c) Merchant's configuration of prices, taxes, tips, gratuities, service charges, and dual pricing or cash discount programs; (d) Merchant's breach of Section 3.2, Section 18, or applicable law; or (e) Merchant's dealings with its Processor, employees, or Authorized Dealer, except to the extent caused by Pedestal. Merchant will pay the damages, costs, and settlement amounts finally awarded or agreed by Merchant for that claim.

16.3 Procedure

The party seeking defense will notify the other party promptly (a delay excuses the defending party only to the extent it is harmed by the delay), let the defending party control the defense and settlement, and cooperate reasonably at the defending party's expense. The defending party may not settle a claim in a way that admits fault on behalf of, or imposes a non-monetary obligation on, the other party without that party's written consent, which it will not unreasonably withhold. The protected party may take part in the defense with its own counsel at its own cost.

17. Confidentiality

17.1 Definition

"Confidential Information" means non-public information that one party (the "Discloser") shares with the other (the "Recipient") in connection with this Agreement and that is marked confidential or that a reasonable person would understand to be confidential. Pedestal's Confidential Information includes non-public features, roadmap, security information, and pricing offered specifically to Merchant. Merchant's Confidential Information includes Merchant Data.

17.2 Obligations

The Recipient will use the Discloser's Confidential Information only to perform or exercise rights under this Agreement, protect it with at least reasonable care, and share it only with its employees, contractors, sub-processors, and advisors who need it for that purpose and are bound by confidentiality obligations at least as protective as these.

17.3 Exclusions

These obligations do not apply to information that: (a) is or becomes public without the Recipient's fault; (b) the Recipient already lawfully knew without restriction; (c) the Recipient receives from a third party with the right to share it; or (d) the Recipient develops independently without using the Discloser's information.

17.4 Required disclosure

The Recipient may disclose Confidential Information if required by law or court order, after giving the Discloser prompt notice (where legally allowed) and reasonable help to seek protective treatment.

17.5 Duration

These obligations last during the Agreement and for three (3) years after it ends, except that obligations for trade secrets and for Merchant Data last for as long as the information remains a trade secret or in Pedestal's possession.

18. Acceptable Use

Merchant and its Authorized Users will not use the Service to:

1. sell goods or services that are illegal where Merchant operates, or that its Processor prohibits;
2. process transactions that do not reflect a genuine sale by Merchant, or handle funds on behalf of other businesses;
3. send marketing emails or text messages without the consents the law requires;
4. upload content that is unlawful, infringing, defamatory, or malicious, including viruses or harmful code;
5. interfere with, overload, or disrupt the Service or other merchants' use of it, or abuse the Service's APIs or rate limits;
6. bypass authentication, permissions, or tenant isolation, or share credentials or PINs outside Merchant's organization; or
7. harass, threaten, or abuse Pedestal personnel or other users.

Pedestal may remove content or suspend access under Section 10.1 to address a violation of this Section.

19. Third-Party Services and Authorized Dealers

19.1 Third-party services and integrations

The Service may connect to third-party services that Merchant chooses to enable, such as accounting, delivery, marketing, payroll, email, or SMS providers. Those services are governed by their own terms. When Merchant enables an integration, it directs Pedestal to exchange the relevant Merchant Data with that provider. Pedestal is not responsible for third-party services, their data practices, or their availability, but it will use reasonable care in building and maintaining the integrations it offers.

19.2 Authorized Dealers

If Merchant is provisioned, billed, or supported by an Authorized Dealer: (a) the Authorized Dealer is an independent business and is not Pedestal's agent, and it cannot change this Agreement or make promises on Pedestal's behalf; (b) if the Authorized Dealer bills Merchant for the Service, the Authorized Dealer's merchant agreement governs pricing, invoicing, and payment between Merchant and the Authorized Dealer, and Pedestal's commitments in this Agreement on data ownership, data export, and deletion still apply to Merchant; (c) the Authorized Dealer may access Merchant's account configuration and limited operational data as needed to provide setup, support, and billing, as described in the Privacy Policy; and (d) if Pedestal's relationship with the Authorized Dealer ends, Pedestal will work in good faith to let Merchant continue using the Service directly with Pedestal under this Agreement without losing its data.

20. Intellectual Property, Feedback, and Publicity

20.1 Pedestal's property

Pedestal and its licensors own all rights in the Service, the Apps, the Documentation, Usage Data, and all improvements to them. "Pedestal," "Pedestal POS," and "Pedestal Business Suite" are Pedestal's trademarks.

20.2 Merchant's property

Merchant owns its names, logos, trademarks, menu images, and other content it provides. Merchant gives Pedestal a limited right to display that content within the Service, on Merchant's online ordering pages, receipts, and Customer Facing Display, and as otherwise needed to provide the Service.

20.3 Feedback

If Merchant gives Pedestal suggestions or feedback about the Service, Pedestal may use them freely, without payment or attribution, to improve its products. Feedback does not include Merchant Data or Merchant's Confidential Information, and Merchant has no obligation to give feedback.

20.4 Publicity

Pedestal will not use Merchant's name or logo in marketing materials or customer lists without Merchant's prior consent, which Merchant may give by email and may withdraw at any time going forward.

21. Notices

21.1 Notices to Pedestal

Legal notices to Pedestal, including notices of breach, must be sent to support@pedestalpos.com and to Pedestal Studios Inc., a Delaware corporation (registered to do business in Florida), Attn: Legal, Pedestal Studios Inc., 614 W. La Rua Street, Pensacola, FL 32501. Cancellation notices may also be sent to support@pedestalpos.com as described in Section 9.3, and billing questions to support@pedestalpos.com.

21.2 Notices to Merchant

Pedestal may send notices to the account owner or billing contact email address in Merchant's account, and may also post notices in the Back Office. Notices of price changes, Agreement changes, suspension, or termination will always be sent by email in addition to any in-product notice. Merchant is responsible for keeping its contact information current.

21.3 When notices are effective

Email notices are effective when sent, unless the sender receives a delivery-failure message. Notices by mail or courier are effective on delivery.

22. Changes to this Agreement

22.1 How Pedestal may update the Agreement

Pedestal may update this Agreement, the SLA, or the Privacy Policy by giving at least 30 days' notice under Section 21.2 before a change that is materially adverse to Merchant takes effect. Changes that are not adverse, or that are required by law or for security, may take effect sooner. Each updated version will show a new version number and effective date.

22.2 Merchant's choice

A change will not apply to a Service Month that has already started. If Merchant does not agree with a materially adverse change, Merchant may cancel before the change takes effect, with a Termination Date of its choosing that is no more than 30 days after its notice, without the notice period in Section 9.3, and the earlier version will apply until the Termination Date. If Merchant continues to use the Service after the change takes effect without objecting, or accepts the change through a click-through in the Back Office, the updated version will apply going forward.

22.3 Signed changes

Any other change to this Agreement must be in a writing that both parties sign or accept electronically, including an Order Form that meets Section 1.3(a).

23. Governing Law and Disputes

23.1 Governing law

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Informal resolution first

Before starting any formal proceeding, the party with a dispute will send the other a written description of the dispute, and senior representatives of both parties will try in good faith to resolve it for at least 30 days.

23.3 Forum

If the dispute is not resolved, it will be resolved exclusively in the state and federal courts located in Escambia County, Florida, and each party consents to the personal jurisdiction and venue of those courts. Each party waives any right to a jury trial in any proceeding arising out of or relating to this Agreement. Each party may bring claims only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Either party may bring an individual claim in small claims court where it qualifies. Either party may seek temporary injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

24. General

• Assignment. Neither party may assign this Agreement without the other party's consent, which will not be unreasonably withheld. Either party may assign it without consent, on written notice, to a successor in a merger, acquisition, or sale of all or substantially all of the business or assets to which this Agreement relates; for Merchant, this includes a sale of the Location(s) using the Service, provided the buyer accepts this Agreement. Any other attempted assignment is void.
• Force majeure. Neither party is responsible for delays or failures caused by events beyond its reasonable control, such as natural disasters, widespread internet or utility outages, acts of government, war, terrorism, labor actions not involving its own employees, or failures of third-party infrastructure providers despite reasonable precautions. This does not excuse payment of amounts owed for service already received. If a force majeure event prevents Pedestal from providing the Service for more than 15 consecutive days, Merchant may terminate without the notice period in Section 9.3.
• Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship.
• No third-party beneficiaries. This Agreement does not give rights to anyone other than the parties.
• Export and sanctions. Each party will comply with U.S. export control and sanctions laws that apply to the Service.
• Entire agreement. The documents listed in Section 1.2 are the entire agreement between the parties on this subject and replace any earlier proposals or understandings about it. Terms in a Merchant purchase order or similar document do not apply.
• Severability and waiver. If any provision is found unenforceable, it will be enforced to the extent possible and the rest of the Agreement will remain in effect. A failure to enforce a provision is not a waiver.
• Headings and interpretation. Headings and the "Key Terms at a Glance" table are for convenience only. "Including" means "including without limitation."
• Counterparts and electronic records. This Agreement and any Order Form may be signed in counterparts and electronically.

Acceptance

The bracketed fields below are completed for each Merchant at signing or online acceptance.

Pedestal Studios Inc., a Delaware corporation (registered to do business in Florida)

By: ______________________________
Name: [NAME]
Title: [TITLE]
Date: ______________

[MERCHANT LEGAL NAME], a [STATE] [ENTITY TYPE]
Doing business as: [DBA]
Pedestal subdomain: [businessname].pedestalpos.com

By: ______________________________
Name: [NAME]
Title: [TITLE]
Date: ______________

Where the Agreement is accepted online, Pedestal will keep a record of the accepting user, the date and time, the IP address, and the version accepted.

Exhibit A — Order Form Template (fields only)

The bracketed fields in this Order Form are completed for each Merchant at signing or online acceptance.

Exhibit B — Termination and Data Timeline

Contact

Pedestal Studios Inc., a Delaware corporation (registered to do business in Florida)
Support: support@pedestalpos.com
Billing: support@pedestalpos.com
Legal notices: support@pedestalpos.com
Privacy: privacy@pedestalpos.com
Pedestal Studios Inc., 614 W. La Rua Street, Pensacola, FL 32501